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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 000-55976

OZOP ENERGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada

3841

35-2540672

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

55 Ronald Reagan Blvd. ~~Warwick, NY 10990 (877) 785-6967 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~

Warwick, NY 10990

(877) 785-6967

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered under Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicated by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. :

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use to the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, ~~2024~~2025, was $52,~~965~~724,~~228~~684 (computed using the closing price of the common stock on June 30, ~~2024~~2025, as reported by the OTC Markets on a post reverse split basis).

As of ~~April~~May 1514, ~~2025~~2026, 84,~~450~~484,~~615,922~~ 160 shares of common stock of the registrant were outstanding.

Table of Contents

		Page
	PART I
Item 1	Business	4
Item 1A	Risk Factors	89
Item 1B	Unresolved Staff Comments	89
Item 1C	Cybersecurity	89
Item 2	Properties	910
Item 3	Legal Proceedings	910
Item 4	Mine Safety Disclosures	10
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1011
Item 6	Selected Financial Data	1112
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1112
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	1619
Item 8	Financial Statements and Supplementary Data	1619
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1619
Item 9A	Controls and Procedures	1619
Item 9B	Other Information	1820
	PART III
Item 10	Directors, Executive Officers and Corporate Governance	1821
Item 11	Executive Compensation	2023
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2124
Item 13	Certain Relationships and Related Transactions, and Director Independence	2125
Item 14	Principal Accountant Fees and Services	2125
	PART IV
Item 15	Exhibits and Financial Statement Schedules	2226
	Signatures	2428

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “project”, “believe”, “anticipate”, “plan”, “expect”, “estimate”, “intend”, “should”, “would”, “could”, or “may”, or other such words, verbs in the future tense and words and phrases that convey similar meaning and uncertainty of future events or outcomes to identify these forward–looking statements. There are a number of important factors beyond our control that could cause actual results to differ materially from the results anticipated by these forward–looking statements. While we make these forward–looking statements based on various factors and using numerous assumptions, you have no assurance the factors and assumptions will prove to be materially accurate when the events they anticipate actually occur in the future. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A, “Risk Factors” of this annual report on Form 10-K.

The forward–looking statements are based upon our beliefs and assumptions using information available at the time we make these statements. We caution you not to place undue reliance on our forward–looking statements as (i) these statements are neither predictions nor guaranties of future events or circumstances, and (ii) the assumptions, beliefs, expectations, forecasts and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward–looking statement to reflect developments occurring after the date of this report.

PART I

Item 1. Description of Business

ORGANIZATION

Ozop Energy Solutions, Inc. (the” Company,” “we,” “us” or “our”) was originally incorporated as Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada.

Our corporate website is located at http://ozopenergy.com/, and the contents of our website are expressly not incorporated herein.

On July 10, 2020, the Company entered into a Stock Purchase Agreement (the “SPA”) with Power Conversion Technologies, Inc., a Pennsylvania corporation (“PCTI”), and Catherine Chis (“Chis”), PCTI’s Chief Executive Officer (“CEO”) and its sole shareholder. Under the terms of the SPA, the Company acquired one thousand (1,000) shares of PCTI, which represents all of the outstanding shares of PCTI, from Chis in exchange for the issuance of 47,500 shares of the Company’s Series C Preferred Stock, 18,667 shares of the Company’s Series D Preferred Stock, and 500 shares of the Company’s Series E Preferred Stock to Chis.

On October 29, 2020, the Company formed a new wholly owned subsidiary, Ozop Surgical Name Change Subsidiary, Inc., a Nevada corporation (“Merger Sub”). The Merger Sub was formed under the Nevada Revised Statutes for the sole purpose and effect of changing the Company’s name to “Ozop Energy Solutions, Inc.” That same day the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Merger Sub and filed Articles of Merger (the “Articles of Merger”) with the Nevada Secretary of State, merging the Merger Sub into the Company, which were stamped effective as of November 3, 2020. As permitted by the Section 92.A.180 of the Nevada Revised Statutes, the sole purpose and effect of the filing of Articles of Merger was to change the name of the Company from Ozop Surgical Corp to “Ozop Energy Solutions, Inc.”

On December 11, 2020, the Company formed Ozop Energy Systems, Inc. (“OES”), a Nevada corporation and a wholly owned subsidiary of the Company. OES was formed to be a manufacturer and distributor of renewable energy products.

On August 19, 2021, the Company formed Ozop Capital Partners, Inc. (“Ozop Capital”), a Delaware corporation and a wholly owned subsidiary of the Company. Brian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop Capital.

On October 29, 2021, EV Insurance Company, Inc. (“EVCO”) was formed as a captive insurance company in the State of Delaware. EVCO is a wholly owned subsidiary of Ozop Capital. On January 7, 2022, EVCO filed with New Castle County, Delaware DBA OZOP Plus.

On February 25, 2022, the Company formed Ozop Engineering and Design, Inc. (“OED”) a Nevada corporation, as a wholly owned subsidiary of the Company. OED was formed to become a premier engineering and lighting control design firm. OED offers product and design support for lighting and solar projects with a focus on fast lead times and technical support. OED and our partners are able to offer the resources needed for lighting, solar and electrical design projects. OED will provide customers systems to coordinate the understanding of electrical usage with the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs. We work with architects, engineers, facility managers, electrical contractors and engineers.

On May 5, 2023, the Board of Directors of the Company approved to amend the Company’s Articles of Incorporation (the 2023 “Amendment”) to increase the authorized capital stock of the Company to 7,000,000,000 shares, of which 6,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the 2023 Amendment with the State of Nevada on June 23, 2023.

On June 4, 2024, the Board of Directors of the Company approved to amend the Company’s Articles of Incorporation (the “2024 Amendment”) to increase the authorized capital stock of the Company to 9,000,000,000 shares, of which 8,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the 2024 Amendment with the State of Nevada on July 22, 2024.

On June 11, 2024, the Company formed Automated Room Controls, Inc. (“ARC”) a Nevada corporation, as a wholly owned subsidiary of the Company. ARC was created to address a significant need in the lighting controls industry. ARC’s personnel has extensive experience in lighting controls since 2012, bringing together IT specialists and lighting control experts. We believe that easy deployment and creative applications can transform lighting controls into essential tools for enhancing the utility and ambiance of any space. The Company’s mission is to deliver cutting-edge technology that simplifies complex control needs, ensuring seamless integration and exceptional performance.

On March 4, 2025, the Board of Directors of the Company approved to amend the Company’s Articles of Incorporation (the “March 2025 Amendment”) to increase the authorized capital stock of the Company to 16,000,000,000 shares, of which 15,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the March 2025 Amendment with the State of Nevada on April 10, 2025.

4On May 21, 2025, the Board of Directors of the Company approved to amend the Company’s Articles of Incorporation (the “May 2025 Amendment”) to increase the authorized capital stock of the Company to 26,000,000,000 shares, of which 25,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the May 2025 Amendment with the State of Nevada on July 1, 2025.

~~Corporate Matters~~4

~~On July 7, 2020, the Company filed an Amended and~~Corporate Restated Certificate of Designation with the State of Nevada of the Company’s Series C Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company’s preferred remain designated as Series C Preferred Stock. The holders of Series C Preferred Stock have no conversion rights and no dividend rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote. On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 47,500 shares of Series C preferred Stock to Chis. On July 13, 2021, the Company purchased 47,500 shares of the Company’s Series C Preferred Stock held by Chis (see below). As of December 31, 2024, and 2023, there were 2,500 shares, respectively, of Series C Preferred Stock issued and outstanding, all owned by Mr. Conway.Matters

On July 7, 2020, the Company filed aan Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series C D Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series DC Preferred Stock, 2050,000 shares of the Company’s preferred ~~stock~~remain ~~have been~~ designated as Series DC ~~Convertible~~ Preferred Stock. The holders of ~~the~~ Series DC ~~Convertible~~ Preferred Stock ~~shall~~have ~~not~~no beconversion ~~entitled~~rights toand ~~receive~~no ~~dividends~~dividend rights. ~~The~~For ~~holders~~so long as ~~a group may, at~~ any ~~time~~shares ~~convert all~~ of the ~~shares of~~ Series DC ~~Convertible~~ Preferred Stock ~~into~~remain ~~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~~Holder ~~on the date of conversion~~thereof, by 3.voting ~~Except~~ separately as ~~provided~~a ~~in the Certificate of Designation or as otherwise required by law~~class, noshall ~~holder~~have of the ~~Series~~right ~~D Convertible Preferred Stock shall be entitled~~ to vote on ~~any~~all ~~matter~~shareholder ~~submitted~~matters equal to ~~the~~sixty-seven ~~shareholders~~(67%) percent of the ~~Company~~total ~~for their~~ vote~~, waiver, release or other action~~. ~~The~~ ~~Series D Convertible Preferred Stock shall not bear any liquidation rights.~~ On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 1847,~~667~~500 shares of Series DC preferred Stock to Chis,. ~~and~~On onJuly ~~August 28~~13, ~~2020. Pursuant to Mr. Conway’s employment agreement~~2021, the Company purchased ~~issued 1~~47,~~333~~500 shares of the Company’s Series DC Preferred Stock toheld ~~Mr.~~by ~~Conway~~Chis (see below). OnAs ~~July~~of 13December 31, ~~2021~~2025, ~~the~~and ~~Company~~2024, there ~~purchased~~were 182,~~667~~500 shares, respectively, of ~~the Company’s~~ Series DC Preferred Stock ~~held~~issued byand ~~Chis~~outstanding, ~~(see~~all ~~below)~~owned by Mr. Conway.

On July 137, ~~2021~~2020, the Company ~~entered~~filed ~~into~~ a ~~Definitive Agreement~~Certificate ~~(the~~of ~~“Agreement”)~~Designation with ~~Chis to purchase~~ the ~~47,500~~State ~~shares~~of Nevada of the Company’s Series CD Preferred Stock. Under ~~held~~the ~~by Chis~~terms ~~and~~of the 18Certificate of Designation of Series D Preferred Stock,~~667~~ 20,000 shares of the Company’s preferred stock have been designated as Series D Convertible Preferred Stock. ~~held~~The byholders ~~Chis~~of ~~for~~ the ~~total~~Series ~~purchase~~D ~~price~~Convertible ofPreferred ~~$11,250,000.~~Stock Inshall not be entitled ~~conjunction~~to ~~with~~receive ~~the~~dividends. ~~Agreement,~~The ~~Chis~~holders ~~resigned~~as ~~from~~a group may, at any ~~and~~time convert all ~~positions~~of ~~held~~the inshares ~~the~~of ~~Company’s~~Series ~~wholly~~D ~~owned~~Convertible ~~subsidiary,~~Preferred ~~PCTI.~~Stock ~~Further,~~into ~~Chis~~a ~~agreed~~number ~~that~~of ~~upon~~fully ~~her~~paid ~~resignation~~ and ~~for~~nonassessable ashares ~~period~~ of ~~five~~common ~~years~~stock ~~thereafter~~determined (by multiplying the ~~“Restriction~~number ~~Period”),~~of ~~she~~issued ~~shall~~and ~~not,~~outstanding shares ~~directly~~of orcommon ~~indirectly,~~stock ~~solicit~~of the ~~employment~~Company on the date of conversion, ~~assist~~by in3. ~~the~~Except ~~soliciting~~as ofprovided in the ~~employment~~Certificate of, Designation or ~~hire~~as ~~any~~otherwise required ~~employee~~by orlaw, ~~officer~~no holder of the ~~Company,~~ ~~including~~Series ~~those~~D ofConvertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of ~~its~~the ~~present~~Company orfor ~~future~~their ~~subsidiaries~~vote, waiver, release or ~~induce~~other ~~any~~action. ~~person~~The ~~who~~Series isD anConvertible ~~employee,~~Preferred ~~officer,~~Stock ~~agent,~~shall ~~consultant~~not bear any liquidation orrights. ~~contractor~~On ofJuly ~~the~~10, ~~Company~~2020, pursuant to ~~terminate~~the ~~such~~SPA ~~relationship~~ with PCTI, the Company. ~~Additionally~~issued 18,667 ~~Chis~~shares ~~agrees~~of ~~that~~Series ~~during~~D ~~the~~preferred ~~Restriction~~Stock ~~Period~~to Chis, and on ~~she~~August ~~shall~~28, ~~not~~2020. ~~compete~~Pursuant ~~with~~to Mr. Conway’s employment agreement, the Company orissued ~~PCTI~~1,333 ~~anywhere~~shares ~~worldwide~~of orSeries beD ~~employed~~Preferred byStock ~~any~~to Mr. ~~competitor~~Conway. On July 13, 2021, the Company purchased 18,667 shares of the Company’s Series D Preferred Stock held by Chis (see below).

On July 2713, 2021, the Company ~~filed~~entered ~~with~~into ~~the~~a ~~Secretary of~~Definitive ~~State~~Agreement ~~of the State of Nevada an Amended and Restated Certificate of Designation of Series D Preferred Stock~~ (the “~~Series D Amendment~~Agreement”)~~. Under~~ ~~the~~with ~~terms~~Chis ofto purchase the ~~Series D Amendment~~47,500 ~~4,570~~ shares of the Company’s ~~preferred stock will be designated as~~ Series DC ~~Convertible~~ Preferred Stock. ~~The~~held ~~holders~~by ofChis and the ~~Series D Convertible Preferred Stock shall not be entitled to receive dividends. Any holder may~~18,667 ~~at any~~shares ~~time convert any number~~ of ~~shares~~the ofCompany’s Series D ~~Convertible~~ Preferred Stock held ~~by such holder into a number of fully paid and nonassessable~~ ~~shares of common stock determined~~ by ~~multiplying~~Chis ~~the~~for ~~number of issued and outstanding shares of common stock of~~ the ~~Company~~total onpurchase ~~the~~price ~~date~~ of ~~conversion~~$11, ~~by 1~~250,000.5 ~~and~~In ~~dividing~~conjunction ~~that~~with ~~number by~~ the ~~number~~Agreement, ofChis ~~shares~~resigned offrom ~~Series~~any Dand ~~Convertible~~all ~~Preferred~~positions ~~Stock being converted. Except~~held ~~as provided~~ in the ~~Series~~Company’s Dwholly ~~Amendment~~owned orsubsidiary, asPCTI. ~~otherwise required by law~~Further, noChis ~~holder~~agreed ofthat ~~the~~upon ~~Series~~her Dresignation ~~Convertible~~and ~~Preferred~~for ~~Stock~~a ~~shall~~period ~~be entitled~~of tofive ~~vote~~years ~~on any matter submitted to~~ thereafter (the ~~shareholders~~“Restriction ~~of the Company for their vote~~Period”), ~~waiver,~~she ~~release or other action. The Series D Convertible Preferred Stock~~ shall not, ~~bear~~directly ~~any~~or ~~liquidation rights. On July 28~~indirectly, ~~2021,~~solicit the ~~Company~~employment ~~closed~~of, onassist ain ~~Stock~~the ~~and~~soliciting ~~Warrant Purchase~~of ~~Agreement (~~the ~~“Series~~employment ~~D SPA”). Pursuant to the terms~~ of, ~~Series~~or Dhire ~~SPA,~~any anemployee ~~investor~~or inofficer ~~exchange~~of ~~for~~the ~~$13~~Company,~~200,000~~ ~~purchased~~including ~~one share~~those of ~~Series~~any Dof ~~Preferred~~its ~~Stock,~~present ~~and~~or afuture ~~warrant to acquire 3~~subsidiaries,~~236~~ ~~shares~~or ofinduce any ~~Series~~person Dwho ~~Preferred~~is ~~Stock.~~an ~~As of December 31~~employee, ~~2024~~officer, ~~and 2023~~agent, ~~there~~ ~~were~~consultant ~~1,334~~or ~~shares,~~contractor ~~respectively,~~ of ~~Series~~the DCompany ~~Preferred~~to ~~Stock~~terminate ~~issued~~such ~~and~~relationship ~~outstanding~~with ~~and~~the ~~warrants to purchase 3~~Company. Additionally,~~236~~ ~~shares~~Chis ofagrees ~~Series D~~that ~~Preferred~~during ~~Stock~~the ~~are~~Restriction ~~outstanding~~Period, asshe ofshall ~~December~~not ~~31,~~compete ~~2024.~~with ~~Mr.~~the ~~Conway~~Company ~~owns~~or ~~1,333~~PCTI ~~shares~~anywhere ofworldwide ~~Series~~or Dbe employed ~~Preferred~~by ~~Stock~~any ascompetitor of ~~December~~the ~~31, 2024, and 2023~~Company.

On July 727, ~~2020~~2021, the Company filed awith ~~Certificate~~the Secretary of ~~Designation~~ ~~with~~State of the State of Nevada ofan ~~the~~Amended ~~Company’s~~and Restated Certificate of Designation of Series ED Preferred Stock (the “Series D Amendment”). Under the terms of the ~~Certificate of Designation of~~ Series ED ~~Preferred Stock~~Amendment, 34,~~000~~570 shares of the Company’s preferred stock ~~have~~will ~~been~~be designated as Series ED Convertible Preferred Stock. The holders of the Series ED Convertible Preferred Stock shall not be entitled to receive dividends. NoAny holder may, at any time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of shares of Series ED 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 ~~Corporation~~ Company for their vote, waiver, release or other action~~, except~~. asThe ~~may~~Series beD ~~otherwise~~Convertible ~~expressly~~Preferred ~~required~~Stock byshall ~~law.~~not Atbear any ~~time~~liquidation rights. On July 28, 2021, the ~~Corporation~~Company ~~may~~closed ~~redeem~~on ~~for~~a ~~cash~~Stock ~~out~~and ofWarrant ~~funds~~Purchase ~~legally~~Agreement ~~available therefor,~~(the ~~any~~“Series orD ~~all~~SPA”). ofPursuant to the ~~outstanding~~terms ~~Preferred~~of ~~Stock~~Series D ~~(“Optional~~SPA, ~~Redemption”)~~an atinvestor in exchange for $113,200,000 (purchased one ~~thousand~~share ~~dollars)~~of ~~per~~Series ~~share. The~~D ~~shares~~Preferred Stock, and a warrant to acquire 3,236 shares of Series ED Preferred Stock. ~~have~~As ~~not~~of ~~been~~December ~~registered~~31, ~~under~~2025, ~~the~~and ~~Securities~~2024, ~~Act~~there ofwere ~~1933~~1,334 orshares, ~~the~~respectively, ~~laws~~ of ~~any~~Series ~~state~~D ofPreferred ~~the~~Stock ~~United~~issued ~~States~~and outstanding and ~~may~~warrants ~~not~~to bepurchase ~~transferred~~3,236 ~~without~~shares ~~such~~of ~~registration~~Series orD anPreferred ~~exemption~~Stock ~~from~~are ~~registration.~~outstanding Asas of December 31, ~~2024,~~2025. ~~and~~Mr. ~~2023, there~~Conway ~~were~~owns ~~-0-~~1,333 shares, ~~respectively,~~ of Series ED Preferred Stock ~~issued~~as of December 31, 2025, and ~~outstanding~~2024.

5On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series E Preferred Stock. Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock have been designated as Series E Preferred Stock. The holders of the Series E Convertible Preferred Stock shall not be entitled to receive dividends. No holder of the Series E Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, except as may be otherwise expressly required by law. At any time, the Corporation may redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1,000 (one thousand dollars) per share. The shares of Series E Preferred Stock have not been registered under the Securities Act of 1933 or the laws of any state of the United States and may not be transferred without such registration or an exemption from registration. As of December 31, 2025, and 2024, there were -0- shares, respectively, of Series E Preferred Stock issued and outstanding.

On April 4, 2022, the Company, and GHS Investments LLC (“GHS”). signed a Securities Purchase Agreement (the “GHS Purchase Agreement”) for the sale of up to Two Hundred Million (200,000,0000) shares of the Company’s common stock to GHS. We may sell shares of our common stock from time to time over a twelve (12)- month period ending April 4, 2023, at our sole discretion, to GHS under the GHS Purchase Agreement. The purchase price shall be 85% of lowest VWAP for the ten (10) days preceding the Company’s notice to GHS for the sale of the Company’s common stock. On April 8, 2022, the Company filed a Prospectus Supplement to the Registration Statement dated October 14, 2021, regarding the GHS Purchase Agreement.5

~~During~~On May 2, 2023, the ~~year~~Company ~~ended~~entered ~~December~~into 31an Equity Financing Agreement (the “Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”). Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $10,000,000 of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement on July 19, 2023, the Company has the right to deliver puts to GHS and GHS will be ~~sold~~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 51in 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,~~087~~ so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement,~~628~~ GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock ~~and~~to ~~received~~GHS ~~$205,443,~~that ~~net~~would result in GHS’s beneficial ownership equaling more than 4.99% of ~~offering~~the ~~costs~~Company’s outstanding common stock. AsThe price of ~~January~~each 23put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS. No put will be made in an amount equaling less than $10,000 ~~2023~~or greater than $750,000. Puts may be delivered by the Company ~~sold~~to GHS until the earlier of twenty-four (24) months after the ~~200~~effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares. During the year ended December 31, 2024, the Company sold GHS 29,304 post reverse split (146,517,693 prior to the reverse split) shares of common stock for proceeds of $172,117 net of offering costs.

On January 1826, ~~2023~~2024, the Company ~~and~~receive ~~GHS signed~~ a ~~Securities~~ ~~Purchase~~Notice ~~Agreement~~of ~~(the~~Effectiveness ~~“2nd GHS Purchase Agreement”)~~ for the sale of up to ~~One~~200,000 ~~Hundred~~post ~~Fifty~~reverse ~~Million~~ split (~~150~~1,000,000,000 prior to the reverse split) shares of the Company’s common stock to GHS., ~~The~~pursuant ~~terms~~to ~~and~~the ~~conditions~~May of2, ~~the~~2023, ~~2nd~~Financing ~~GHS~~Agreement ~~Purchase~~and ~~Agreement~~Registration Rights Agreement. The terms and conditions are similar to the terms and conditions of the ~~1st~~July ~~GHS~~19, ~~Purchase~~2023, ~~Agreement~~registration statement. During the year ended December 31, ~~2023~~2024, the Company sold to GHS 71200,~~717~~000 post reverse split (1,~~774~~000,000,000 ~~shares~~prior to the reverse split) shares of common stock and received $~~392~~760,~~777~~160, net of offering costs.

On July ~~May 2~~30, ~~2023~~2024, the Company ~~entered~~receive ~~into~~a anNotice ~~Equity~~of ~~Financing~~Effectiveness ~~Agreement~~for (the ~~“Financing~~sale ~~Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS. Under the terms~~ of ~~the~~up ~~Financing~~to ~~Agreement~~400,000 ~~GHS~~post ~~has~~reverse ~~agreed~~split ~~to provide the Company with up to $10~~(2,000,000 ~~of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement on July 19~~,000 ~~2023,~~prior ~~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~~reverse ~~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%~~split) ofshares ~~the average~~ of the ~~daily trading dollar volume of the~~ Company’s common stock ~~during~~to ~~the ten (10) trading days preceding the put~~GHS, sopursuant ~~long~~to ~~as such amount does not exceed 4.99% of~~ the ~~outstanding~~May ~~shares of~~2, ~~the~~2023, ~~Company. Pursuant to the~~ Financing Agreement, ~~GHS~~ and ~~its affiliates will not be permitted to purchase, and the Company may not~~Registration ~~put~~Rights ~~shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4~~Agreement.~~99%~~ ~~of the Company’s outstanding common stock.~~ The ~~price~~terms ofand ~~each~~conditions ~~put~~are ~~share~~similar ~~shall be equal~~ to ~~eighty percent (80%) of~~ the ~~lowest~~terms ~~daily~~and ~~volume weighted~~conditions ~~average price~~ of the ~~Company’s~~July ~~common~~19, ~~stock~~2023, ~~for~~registration ~~the~~statement. ~~ten (10) consecutive trading days preceding~~ During the ~~date~~year onended ~~which~~December ~~the applicable put is delivered to GHS. No put will be made in an amount equaling less than $10~~31,~~000~~ ~~or greater than $750~~2025,~~000.~~ ~~Puts may be delivered by~~ the Company sold to GHS ~~until~~272,919 ~~the~~post ~~earlier~~reverse ofsplit ~~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~~364,~~000~~594,180 ~~worth~~prior ofto ~~put shares. During~~ the ~~year~~reverse ~~ended~~split) ~~December 31, 2024, the Company sold GHS 146,517,693~~ shares of common stock respectively for proceeds of $~~172~~295,~~117~~965 net of offering costs. During the year ended December 31, ~~2023~~2024, the Company sold to GHS ~~587~~91,~~432~~598 post reverse split (457,990,649 prior to the reverse split) shares of common stock and received $1280,~~230~~094,~~043~~ net of offering costs.

On April ~~January~~11, 262025, ~~2024~~the Company entered into an Equity Financing Agreement (the “2025 Financing Agreement”) and Registration Rights Agreement (the “2025 Registration Rights Agreement”) with GHS. Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $10,000,000 (the “Commitment Amount”) of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed three hundred percent (300%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the 2025 Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put iso GHS. No put will be made in an amount equaling less than $10,000 or greater than $1,000,000. Puts may be delivered by the Company to GHS until the earlier of thirty-six (36) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares. The Company also agreed to issue to the investor as an equity incentive shares (the “Commitment Shares”) equal to one quarter of one percent (0.25%) of the Commitment Amount, priced at a fixed price equaling ninety-five (95%) of the VWAP for the trading day preceding the execution of Agreements. This equates to $25,000, and as of the filing date of this quarterly report the shares have not been issued. On May 7, 2025, the Company receive a Notice of Effectiveness for the sale of up to ~~One~~800,000 ~~Billion~~post reverse split (14,000,000,000 prior to the reverse split) shares of the Company’s common stock to GHS, pursuant to the ~~May~~ 2April 11, ~~2023~~2025, Financing Agreement and Registration Rights Agreement. ~~The~~For ~~terms~~the ~~and~~year ~~conditions~~ended ~~are~~December ~~similar~~31, to2025, the ~~terms~~Company ~~and~~sold ~~conditions~~GHS of223,244 post reverse split (1,116,220,813 prior to the ~~July~~reverse ~~19,~~split) ~~2023~~shares of common stock for proceeds of $96,203, ~~registration~~net ~~statement.~~of ~~During~~offering ~~the~~costs. ~~year~~Subsequent ~~ended~~to December 31, ~~2024~~2025, the Company sold to GHS 1439,~~000,000,000~~796 post reverse split shares of common stock ~~and~~for ~~received~~proceeds of $~~760~~47,~~160,~~068 net of offering costs and $5,000 of note payables paid.

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.6

Discontinued Operations

In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meet the criteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale or discontinued operations criteria the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations.

On September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of a discontinued operation. Accordingly, the operating results of PCTI are reported as income from discontinued operations in the accompanying consolidated financial statements for the years ended December 31, ~~2024~~2025, and ~~2023~~2024.

6Business Overview

~~Business~~Ozop Energy ~~Overview~~Systems

~~Ozop~~OES operates ~~Energy~~in ~~Systems~~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.

~~OES~~Equipment Distributor: ~~operates~~In April 2021, the Company signed a five-year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for office and warehouse space to support the ~~renewable~~sales and distribution of our west coast operations. On February 22, ~~electric~~2023, ~~vehicle~~with an effective date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the “EVSublease”), with the landlord ~~energy~~and ~~storage~~a third party for the office and ~~energy~~warehouse ~~resiliency~~in ~~sectors~~Carlsbad California. WePursuant ~~are~~to ~~engaged~~the inSublease ~~multiple~~agreement, ~~business~~the ~~lines~~third ~~that~~party ~~include~~will ~~project~~be ~~development~~responsible for asall ~~well~~of asthe ~~equipment~~Company’s lease obligations through May 31, 2026, the lease termination date. The Company and the subleasee have ~~distribution~~agreed to work together regarding any existing Company inventory in the facility.

~~Equipment Distributor: In April 2021,~~Modular ~~the~~Energy ~~Company~~Distribution ~~signed~~System: aThe ~~five-year~~NeoVolt™ ~~lease~~System ~~(beginning~~comprises ~~June~~the 1,design ~~2021) of approximately 8~~engineering,~~100~~ ~~SF in California~~installation, ~~for office~~ and ~~warehouse space~~operational tomethodologies ~~support~~as ~~the~~well ~~sales~~as ~~and~~the ~~distribution~~financial ofarbitrage ~~our west coast operations. On February 22, 2023, with an effective date~~ of ~~March~~how 1,we ~~2023~~produce, ~~the Company~~capture ~~entered~~and ~~into~~distribute aelectrical ~~Sublease~~energy for ~~a Single Subleasee Agreement (~~the ~~“Sublease”)~~EV ~~with~~markets. ~~the landlord and a third party for~~Our ~~the~~NeoVoltTM ~~office~~System ~~and~~offers ~~warehouse~~(1) incharging ~~Carlsbad~~locations ~~California.~~that ~~Pursuant~~can tobe ~~the~~installed ~~Sublease~~with ~~agreement~~reduced delays, ~~the~~restricted ~~third~~areas ~~party~~or ~~will be responsible for all of the~~load ~~Company’s~~limits ~~lease~~and ~~obligations~~(2) ~~through~~EV ~~May~~charger ~~31,~~electricity ~~2026,~~that ~~the~~is ~~lease~~produced ~~termination~~from ~~date.~~renewable ~~The~~sources ~~Company~~claiming ~~and~~little ~~the subleasee have agreed~~ to ~~work together~~no ~~regarding~~carbon ~~any existing Company inventory in the facility~~footprint.

~~Modular~~The Company ~~Energy~~has ~~Distribution~~developed ~~System: The~~a business plan for NeoVolt™, ~~System~~a ~~comprises~~scalable battery storage solution that aims to relieve the ~~design~~stress ~~engineering,~~on ~~installation,~~existing grid ~~and~~infrastructure ~~operational~~by ~~methodologies~~providing asdistributed ~~well~~energy asstorage. With the ~~financial~~ ~~arbitrage~~first stage of ~~how~~engineered wetechnical ~~produce~~drawings completed, ~~capture~~we ~~and~~are advancing ~~distribute~~to ~~electrical~~stage ~~energy~~two ~~for~~and preparing to construct the EVinitial ~~markets.~~prototype ~~Our~~or ~~NeoVoltTM~~proof ~~System offers~~of concept (1PoC). ~~charging~~NeoVolt™ ~~locations~~is ~~that~~designed ~~can~~with beadvanced features, ~~installed~~including ~~with~~automatic ~~reduced~~adoption ~~delays,~~of ~~restricted~~connected ~~areas~~devices orand dynamic load ~~limits~~balancing ~~and~~through ~~(2)~~a EVmaster-slave ~~charger~~configuration. ~~electricity~~These capabilities ~~that~~enable NeoVolt™ to seamlessly integrate with and manage energy flows across multiple devices. Furthermore, the PoC is ~~produced~~contingent upon ~~from~~recent ~~renewable~~advancements ~~sources~~in ~~claiming~~EV ~~little~~charging and discharging standardizations, including on-board inverters and bi-directional capabilities, to noensure ~~carbon~~compatibility ~~footprint~~and efficiency in both residential and commercial applications.

The Company has developed a business plan for NeoVolt™, a scalable battery storage solution that aims to relieve the stress on existing grid infrastructure by providing distributed energy storage. With the first stage of engineered technical drawings completed, we are advancing to stage two and preparing to construct the initial prototype or proof of concept (PoC). NeoVolt™ is designed with advanced features, including automatic adoption of connected devices and dynamic load balancing through a master-slave configuration. These capabilities enable NeoVolt™ to seamlessly integrate with and manage energy flows across multiple devices. Furthermore, the PoC is contingent upon recent advancements in EV charging and discharging standardizations, including on-board inverters and bi-directional capabilities, to ensure compatibility and efficiency in both residential and commercial applications.7

OZOP Plus

Ozop Plus markets vehicle service contracts (VSC’s”) for electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services. EVCO has agreements with others whereby the battery premium associated with any EV VSC will be ceded to EVCO. OZOP Plus markets vehicle service contracts (“VSC’s”) for electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services. Among EV owners’ concerns are the EV battery repair and replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear on additional components that EV vehicles experience. Management believes that the OZOP Plus marketed VSC’s will give “peace of mind” to the EV buyer. On October 23, 2024, Ozop Capital Partners, Inc. entered into an agreement with Empire Auto Protect (“Empire”). Under the agreement, Empire will white label Royal Administration’s Fully Charged VSC, to be marketed as Empire Plus. OZOP Plus will be ceded the battery premium portion of all of the Empire Plus VSC’s contracted.

Ozop Engineering and Design

OED was formed to become a premier engineering and lighting control design firm. OED offers product and design support for lighting and solar projects with a focus on fast lead times and technical support. OED and our partners are able to offer the resources needed for lighting, solar and electrical design projects. OED provides its’ customers systems to coordinate the understanding of electrical usage with the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs by working with architects, engineers, facility managers, electrical contractors and engineers. OED specializes in lighting commissioning services. On September 27, 2024, OED signed an agreement with Leviton Manufacturing Co, Inc., to serve as a field service technician for their advanced lighting control systems.

Automated Room Controls (ARC)

ARC is developing products to be an advanced lighting controls system, intricately engineered to integrate sophisticated wired and wireless technologies. At its core, it employs a hybrid network topology that facilitates both resilient wired connections and flexible wireless communications, making it suitable for complex infrastructural environments. The system is equipped with an array of sensors and control nodes, enabling precise light management and energy usage monitoring. With support for protocols such as DALI and Zigbee, alongside the capability for seamless integration with IoT platforms, ARC offers a comprehensive solution for intricate lighting networks. This system is designed not just for control and efficiency, but also for adaptability to diverse architectural and electrical layouts, embodying a technical solution for advanced, energy-conscious lighting management.

7Sales and marketing

~~Sales~~The Company markets its products through its websites as well as attending industry-specific trade shows. Additionally, OZOP Plus markets the EV VSC in conjunction with Royal Administration Services, Inc. (“Royal”) through Royal’s agents and the Company also will begin marketing the product through various third-party websites and portals for additional direct to consumer marketing to EV owners.

The Company markets its products through its websites as well as attending industry-specific trade shows. Additionally, OZOP Plus markets the EV VSC in conjunction with Royal Administration Services, Inc. (“Royal”) through Royal’s agents and the Company also will begin marketing the product through various third-party websites and portals for additional direct to consumer marketing to EV owners.Competition

~~Competition~~We compete with many companies in the various application segments including larger, more established companies with substantial capabilities, personnel and financial resources. Many of our competitors have a larger presence in global markets.

We compete with many companies in the various application segments including larger, more established companies with substantial capabilities, personnel and financial resources. Many of our competitors have a larger presence in global markets.Employees

~~Employees~~As of the date of this filing, the Company employs 1 full time and 3 part-time employees. Ozop also has contracts with various independent contractors and consultants to fulfil additional needs, including accounting, investor relations, business development, permitting, and other corporate functions, and may increase staff further as we expand activities and bring new projects online.

As of the date of this filing, the Company employs 7 full time employees. Ozop also has contracts with various independent contractors and consultants to fulfil additional needs, including accounting, investor relations, business development, permitting, and other corporate functions, and may increase staff further as we expand activities and bring new projects online.8

ITEM 1A. RISK FACTORS

We are a smaller reporting Company and are not required to include disclosures under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 1C. CYBERSECURITY.

Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure

We recognize the importance of identifying, assessing and managing material risks associated with cybersecurity threats. We maintain an information technology and cybersecurity program appropriate for a company our size, taking into account our operations and risks.

Risk Management and Strategy

Our cybersecurity risk management approach includes:

	●	A flat network infrastructure powered by Ubiquiti (UBNT) equipment

	●	Unified firewall and security management through our UDM Pro device

	●	Remote access controlled via L2TP VPN with pre-shared key authentication

	●	Regular data backups using RoboCopy, scheduled daily at 2pm EST

	●	Physical security through UniFi Access control system and ADT security cameras covering the entire building

We utilize third-party services for certain technology functions, including Microsoft 365 for email, GoDaddy for web hosting, and CodeTwo for email signatures. While we depend on the digital technologies of these third parties, we monitor our systems to protect against unauthorized access.

8Governance

~~Governance~~Our Board of Directors is responsible for overseeing cybersecurity risks. Management, led by our IT department, is responsible for the operational oversight of the company-wide cybersecurity strategy and standards. Administrative access to our critical systems is limited to authorized personnel and documented in our IT inventory.

~~Our Board of Directors is responsible for overseeing~~Given ~~cybersecurity risks. Management, led by~~ our ITsize ~~department, is responsible for the operational oversight of the company-wide cybersecurity strategy~~ and ~~standards.~~operations, ~~Administrative~~we ~~access~~maintain toadministrative ~~our~~controls ~~critical systems is limited to authorized personnel and documented in our IT inventory.~~including:

~~Given~~● ~~our~~Defined ~~size~~administrator ~~and~~accounts ~~operations,~~with weappropriate ~~maintain~~access ~~administrative~~levels ~~controls~~● ~~including:~~Documentation of system access credentials ● Regular updates to firmware on network infrastructure (current versions documented) ● Backup verification and monitoring

● Defined administrator accounts with appropriate access levels ● Documentation of system access credentials ● Regular updates to firmware on network infrastructure (current versions documented) ● Backup verification and monitoring9

Cybersecurity Risks

As of ~~April~~May 1514, ~~2025~~2026, we are not aware of any cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected our business strategy, results of operations, or financial condition, or are reasonably likely to have such a material effect. However, like all organizations, we face potential risks from cybersecurity threats which could materially affect our operations or financial condition if they were to occur.

Areas for potential improvement in our cybersecurity posture include upgrading our WiFi access points, and implementing a cloud backup solution to complement our current on-site backup strategy.

ITEM 2. PROPERTIES.

On January 2, 2021, the Company entered into a ten (10) year lease for a 6-bay garage storage facility of approximately 2,500 square feet. Pursuant to the lease the Company agreed to issue 20,000 post reverse split (100,000,000 prior to the reverse split) shares of restricted common stock. The shares were certificated on March 8, 2021, with an effective date of January 2, 2021. The Company valued the shares at $31.50 post reverse split ($0.0063 prior to the reverse split) per share, (the market value of the common stock on the date of the agreement) and had initially recorded $630,000 as a prepaid expense. On September 6, 2022, the Company was assigned the title to a property located at 55 Ronald Reagan Blvd, Warwick, NY 10990, in exchange for the 20,000 post reverse split (100,000,000 prior to the reverse split) shares of common stock that were issued to the building owner in January 2021. The Company also entered into a free one-year Maintenance Agreement. The Company allocated $30,000 of the prepaid expense to the Maintenance Agreement and amortized the $30,000 over the one-year term. The Deed was recorded in the name of the Company on October 4, 2022. The Company reclassed the remaining $600,000 as a fixed asset and credited prepaid expense.

OnDuring the ~~April~~year 14ended December 31, ~~2021~~2025, the Company ~~entered~~sold ~~into~~its abuilding ~~five-year lease~~to ~~which~~an ~~began~~entity oncontrolled ~~June~~by 1,the ~~2021,~~Company’s ~~for~~CEO. ~~approximately~~The ~~8,100~~sale ~~square~~price ~~feet~~was $600,000 ~~of office~~ and ~~warehouse~~the ~~space~~Company inreceived ~~Carlsbad~~$100,000 ~~California,~~in ~~expiring May~~cash ~~31,~~and ~~2026.~~the ~~Initial~~buyer ~~lease~~forgave ~~payments~~$500,000 of ~~$13,148~~related ~~began~~party onaccrued ~~June~~and 1,unpaid ~~2021,~~management ~~and~~fees owed ~~increase~~to bythe ~~approximately~~CEO ~~2.4%~~(see ~~annually~~Note ~~thereafter~~8). OnThe ~~February 22,~~Company ~~2023,~~recorded ~~with~~a angain ~~effective~~on ~~date~~the sale of ~~March~~the 1,building ~~2023,~~to ~~the~~a ~~Company~~related ~~entered~~party ~~into~~of a$86,250, ~~Sublease~~which ~~with~~is included in the ~~landlord~~Statement ~~and~~of aOperations ~~third party~~ for the ~~office and~~year ~~warehouse~~ended inDecember ~~Carlsbad~~31, ~~California~~2025. ~~Pursuant~~After the building was sold to the ~~Sublease~~related ~~agreement~~party, the ~~third~~Company leased back the building from the same related party ~~will~~in beSeptember ~~responsible~~2025 for ~~all~~a ofthree-year ~~the~~lease ~~Company’s~~ with a monthly lease ~~obligations~~payment ~~through~~of ~~May~~$5,000 31beginning on September 1, 2026, ~~the~~which ~~lease~~was ~~termination~~accounted ~~date~~for as a sale and leaseback transaction (see Note 12).

~~ITEM~~On April 314, 2021, the Company entered into a five-year lease which began on June 1, 2021, for approximately 8,100 square feet of office and warehouse space in Carlsbad, California, expiring May 31, 2026. ~~LEGAL~~Initial ~~PROCEEDINGS~~lease payments of $13,148 began on June 1, 2021, and increase by approximately 2.4% annually thereafter. On February 22, 2023, with an effective date of March 1, 2023, the Company entered into a Sublease with the landlord and a third party for the office and warehouse in Carlsbad California. Pursuant to the Sublease agreement, the third party will be responsible for all of the Company’s lease obligations through May 31, 2026, the lease termination date.

~~We were involved as a plaintiff in a Complaint filed~~ITEM ~~in the SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN DIEGO NORTH COUNTY (the “Complaint”) on November 14, 2022~~3. ~~The~~LEGAL ~~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~~PROCEEDINGS. 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.

9We were involved as a plaintiff in a Complaint filed in the SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN DIEGO NORTH COUNTY (the “Complaint”) on November 14, 2022. The Complaint alleges that former employees would place an order from a customer for purchase of product from OZOP with funds the exact source of which is presently unknown. OZOP alleges that next, the customer would sell that product to OZOP’s customers at a price marked up from the price for which the customer purchased from OZOP – to the benefit of Defendants and to the detriment of OZOP, their employer at the time. The Complaint further alleges that the former employees falsely represented that the price the customer was obtaining from other suppliers and therefore was willing to pay for OZOP product decreased, which allowed them to use the customer to then sell additional product to OZOP’s customers at increasingly larger margins, thus further wrongfully enriching themselves to the detriment of their employer, OZOP. The lawsuit also alleges that the employees were also making false statements to Ozop’s customers regarding the financial condition of Ozop and the lack of module inventory.

On April 4, 2024, the Company executed a Settlement Agreement (the “Settlement”) with its former employees and Your Home Solutions Corp (“YHS”). YHS and the former employees were all defendants (the “Defendants”) in the Complaint. Pursuant to the terms of the Settlement, the Defendants paid the Company $1,125,000 during the year ended December 31, 2024. In exchange, the Company agreed to release all Defendants from the lawsuit and to deliver 11 containers of solar panels. Upon the receipt of the $1,125,000 and the delivery of the 11 containers, and pursuant to the Settlement, the Company recorded sales of $728,640, a credit of $125,000 to legal expense and for the year ended December 31, 2024, recorded a gain on litigation settlement of $271,360.

Other than the above, we know of no legal proceedings to which we are a party or to which any of our property is the subject, which are pending, threatened or contemplated or any unsatisfied judgments against the Company.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

~~PART II~~10

~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~PART II

~~The~~ITEM 5. ~~Company’s~~MARKET ~~common~~FOR ~~stock~~REGISTRANT’S ~~began~~COMMON ~~trading on May 8~~EQUITY, ~~2017,~~RELATED ~~and~~STOCKHOLDER ~~currently~~MATTERS ~~trades~~AND onISSUER ~~the~~PURCHASES ~~OTC~~OF ~~Pink~~EQUITY ~~Market under the symbol “OZSC.” The closing price of our common stock on April 14, 2025, was $0.0003.~~SECURITIES

~~Holders~~The Company’s common stock began trading on May 8, 2017, and currently trades on the OTC Pink Market under the symbol “OZSC.” The closing price of our common stock on May 11, 2026, was $0.2995.

~~As of December 31, 2024, the Company had 7,086,021,742 shares of our common stock issued and outstanding held by 72 holders of record.~~Holders

~~Recent~~As of ~~Sales~~December 31, 2025, the Company had 2,665,555 post reverse split (13,327,772,365 prior to the reverse split) shares of ~~Securities~~our common stock issued and outstanding held by 75 holders of record.

~~The following are all shares issued during the quarter~~Recent ~~ended~~Sales ~~December~~of ~~31, 2024:~~Securities

OnThe following ~~October~~are ~~11,~~all ~~2024, the Company sold 55,460,725~~ shares to ~~GHS~~issued atduring ~~$0.0008~~the ~~and~~quarter ~~received~~ended ~~net~~December ~~proceeds of $42~~31,~~456,~~ ~~after deducting transaction and broker fees of $1,912.~~2025:

On October ~~November 5~~2, ~~2024~~2025, the Company ~~sold~~issued 46100,~~387,~~000 post reverse split (500,000,000 prior to the reverse split) shares to ~~GHS~~Growth Ventures at $0.50 post reverse split ($0.~~00072~~0001 ~~and~~prior ~~received~~to ~~net~~the ~~proceeds~~reverse ofsplit) ~~$31,706,~~per ~~after~~share ~~deducting~~in ~~transaction~~payment ~~and~~of ~~broker~~principal ~~fees~~on a convertible note payable of $150,~~693~~000.

On October ~~November 20~~14, ~~2024~~2025, the Company ~~sold~~issued 77119,~~787~~225 post reverse split (596,~~282~~ 122,600 prior to the reverse split) shares to ~~GHS~~Auctus at $0.~~00064~~20 ~~and~~post reverse ~~received~~split ~~net~~($0.00004 ~~proceeds~~prior ofto ~~$47,763,~~the ~~after~~reverse ~~deducting~~split) ~~transaction~~per ~~and~~share ~~broker~~in ~~fees~~payment of accrued interest on a promissory note of $223,~~021~~095 and fees of $750.

On October ~~December 6~~27, ~~2024~~2025, the Company sold 9630,~~643~~372 post reverse split (151,~~750~~857,500 prior to the reverse split) shares to GHS at $0.~~00056~~40 post reverse split ($0.00008 prior to the reverse split) per share and received net proceeds of $5210,~~013~~406, after deducting transaction and broker fees of $21,~~107~~743.

On December 232, ~~2024~~2025, the Company ~~sold~~issued ~~128~~126,~~420~~689 post reverse split (633,~~646~~ 446,800 prior to the reverse split) shares to ~~GHS~~Auctus at $0.~~00048~~20 ~~and~~post reverse ~~received~~split ~~net~~($0.00004 ~~proceeds~~prior ofto ~~$59,384,~~the ~~after~~reverse ~~deducting~~split) ~~transaction~~per ~~and~~share ~~broker~~in ~~fees~~payment of accrued interest on a promissory note of $224,~~258~~588 and fees of $750.

The Company issued the foregoing securities in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) promulgated thereunder, as there was no general solicitation to the investors and the transactions did not involve a public offering.

Dividends

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

1011

Securities authorized for issuance under equity compensation plans

None

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

OTHER STOCKHOLDER MATTERS

None.

Item 6. Selected Financial Data

Not applicable to smaller reporting companies.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

While our financial statements are presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time, our auditors have raised a substantial doubt about our ability to continue as a going concern.

THE COMPANY

Ozop Energy Solutions, Inc. (the “Company,” “we,” “us” or “our”) was originally incorporated as Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada.

On August ~~October 29~~19, 2021, EVthe ~~Insurance~~ Company formed Ozop Capital Partners, Inc. (“~~EVCO~~Ozop Capital”) ~~was~~, ~~formed as~~ a ~~captive insurance company in the State of~~ Delaware. ~~EVCO~~corporation isand a wholly owned subsidiary of ~~Ozop~~the ~~Capital~~Company. OnBrian ~~January~~Conway 7,was ~~2022, EVCO~~appointed ~~filed~~as ~~with~~the ~~New~~sole ~~Castle~~officer ~~County,~~and ~~Delaware~~director ~~DBA~~of ~~OZOP~~Ozop ~~Plus~~Capital and has voting control of Ozop Capital.

On October ~~February 25~~29, ~~2022~~2021, ~~the~~EV ~~Company~~Insurance ~~formed Ozop Engineering and Design~~Company, Inc. (“~~OED~~EVCO”) awas ~~Nevada~~formed ~~corporation,~~ as a ~~wholly~~captive ~~owned~~insurance ~~subsidiary~~company ofin the ~~Company.~~State ~~OED~~of ~~was formed to become a premier~~Delaware. ~~engineering~~EVCO ~~and~~is ~~lighting control design firm. OED offers product and design support for lighting and solar projects with~~ a ~~focus~~wholly onowned ~~fast lead~~subsidiary ~~times~~of ~~and~~Ozop ~~technical support~~Capital. ~~OED~~On ~~and~~January ~~our~~7, ~~partners are able to offer the resources needed for lighting~~2022, ~~solar~~EVCO ~~and~~filed ~~electrical design projects. OED will provide customers systems to coordinate the understanding of electrical usage~~ with ~~the~~New ~~relationship~~Castle ~~between lighting design and lighting controls~~County, byDelaware ~~developing~~DBA ~~more~~OZOP ~~efficient ecofriendly designs~~Plus. ~~We work with architects, engineers, facility managers, electrical contractors and engineers.~~

11On 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~~ mission is to deliver cutting-edge technology that simplifies complex control needs, ensuring seamless integration and exceptional performance.

OES operates in the renewable, electric vehicle (“EV”), energy storage and energy resiliency sectors. We are engaged in multiple business lines that include project development as well as equipment distribution.

Equipment Distributor: In April 2021, the Company signed a five-year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for office and warehouse space to support the sales and distribution of our west coast operations. On February 22, 2023, with an effective date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the “Sublease”) with the landlord and a third party for the office and warehouse in Carlsbad California. Pursuant to the Sublease agreement, the third party will be responsible for all of the Company’s lease obligations through May 31, 2026, the lease termination date. ~~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 NeoVoltTM 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.

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.

ARC has devloped 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.13

~~Discontinued~~ARC has ~~Operations~~developed products to be an advanced lighting controls system, intricately engineered to integrate sophisticated wired and wireless technologies. At its core, it employs a hybrid network topology that facilitates both resilient wired connections and flexible wireless communications, making it suitable for complex infrastructural environments. The system is equipped with an array of sensors and control nodes, enabling precise light management and energy usage monitoring. With support for protocols such as DALI and Zigbee, alongside the capability for seamless integration with IoT platforms, ARC offers a comprehensive solution for intricate lighting networks. This system is designed not just for control and efficiency, but also for adaptability to diverse architectural and electrical layouts, embodying a technical solution for advanced, energy-conscious lighting management.

~~On September 1, 2022, the BOD of the Company authorized~~Discontinued the filing of a Chapter 7 proceedings which meets the definition of a discontinued operation. Accordingly, the operating results of PCTI are reported as income from discontinued operations in the accompanying consolidated financial statements for the years ended December 31, 2024, and 2023.Operations

12On September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceedings which meets the definition of a discontinued operation. Accordingly, the operating results of PCTI are reported as income from discontinued operations in the accompanying consolidated financial statements for the years ended December 31, 2025, and 2024.

Results of Operations for the years ended December 31, ~~2024~~2025, and ~~2023~~2024:

Revenue

For the year ended December 31, ~~2024~~2025, the Company generated revenue of $1307,~~342,653~~421 compared to $41,~~760~~342,~~705~~653 for the year ended December 31, ~~2023~~2024. Revenues from Ozop Energy Systems, Inc. (“OES”) and Automated Room Controls, Inc. (“ARC”) are classified as sourced and distributed products. Ozop Engineering and Design (“OED”) revenues are classified as design and installation. Sales are summarized as follows:

	Year ended December 31,
	2024		2023
	2025		2024
Sourced and distributed products	$	1105,~~042,022~~709	$	41,~~544~~042,~~855~~022
Design and installation		~~300~~201,~~631~~712		~~215~~300,~~850~~631
Total	$	1307,~~342,653~~421	$	41,~~760~~342,~~705~~653

Sales of sourced and distributed products for the year ended December 31, 2024, included $728,640, pursuant to the YHS Settlement. Excluding this, sales of sourced and distributed products (solar product) were significantly lower for the year ended December 31, ~~2024~~2025, compared to December 31, ~~2023~~2024. The Company believes the lower revenues were due to higher interest rates affecting homeowners’ ability and desire for residential rooftop solar installations as well as competitors lowering their selling prices to try to capture a part of the lower demand. These factors also resulted in our customers having excess inventory on hand. and our decision to not currently place additional orders for solar products. Sales of sourced and distributed products for the year ending December 31, 2025, also includes $93,613 of revenues from ARC, which started to generate revenue during 2025. Design and installation revenues ~~increased~~decreased for the year ended December 31, ~~2024~~2025, compared to December 31, ~~2023~~2024, as the ~~Company received~~prior ~~additional~~year ~~and~~included ~~larger~~$162,000 for a one-time large installation ~~jobs~~job.

Cost of sales and gross margin

For the years ended December 31, ~~2024~~2025, and ~~2023~~2024, the Company recognized $1220,~~187,180~~765 and $51,~~367~~187,~~636~~180, respectively, of cost of sales.

	Year ended December 31,
	2024		2023
	2025		2024
Sourced and distributed products	$	~~945~~80,~~931~~454	$	3945,~~871,658~~931
Design and installation		~~107~~140,~~224~~311		-107,224
Inventory write down		~~134,025~~-		1134,~~495,978~~025
	$	1220,~~187,180~~765	$	51,~~367~~187,~~636~~180

During the years ended December 31, 2024, and 2023, the Company reviewed its inventory valuation to determine if the historical cost of its solar panels was less than their net realizable value. Management also considers, if applicable, other factors, including known trends, market conditions, and other such issues. Based on current market conditions related to solar panels including but not limited to reduced selling prices in the industry and the abundance of inventory supply in the market, management determined that the net realizable value of certain of the Company’s inventory required a lower of cost or market adjustment of $134,025 and $1,495,978, respectively, (the “Inventory Adjustment”) to the historical cost of inventory purchased.14

	Year ended December 31,
	2024			2023
Gross margin (loss)		11.6	%		(12.7	)%

During the year ended December 31, 2024, the Company reviewed its inventory valuation to determine if the historical cost of its solar panels was less than their net realizable value. Management also considers, if applicable, other factors, including known trends, market conditions, and other such issues. Based on current market conditions related to solar panels including but not limited to reduced selling prices in the industry and the abundance of inventory supply in the market, management determined that the net realizable value of certain of the Company’s inventory required a lower of cost or market adjustment of $134,025 (the “Inventory Adjustment”) to the historical cost of inventory purchased. Design and installation cost of sales is comprised of OED’s labor costs for each job.

For the year ended December 31, 2024, the increase in gross margin compared to the year ended December 31, 2023, is a result of lower inventory write down.

Year ended

December 31,

2025

2024

Gross margin

28.2

11.6

~~Operating~~The increase ~~expenses~~in gross margin percentage is primarily related to the Inventory Adjustment of $134,025 during the year ended December 31, 2024, causing a lower gross margin that year. The Company recognized a gross margin on solar products (OES) of 11.8% for the year ended December 31, 2025, compared to (3.6%) for the year ended December 31, 2024. The gross margin on design and installation of 30.4% for the year ended December 31, 2025, compared to 64.3% for the year ended December 31, 2024, a result of a customer agreement effective October 1, 2024, who compensates the Company based on hourly rate for actual hours worked as compared to a higher daily rate the Company received from other customers during the year ended December 31, 2024. ARC products had a gross margin of 25.5% for the year ended December 31, 2025.

~~Total operating expenses for the years ended December~~Operating ~~31, 2024, and 2023, were $3,619,155 and $5,644,981, respectively. The operating~~ expenses ~~were comprised of:~~

	Year ended December 31,
	2024		2023
Management fees, related parties	$	960,000	$	960,000
Travel expenses		95,784		139,054
Termination costs		-		1,755,082
Salaries, taxes, and benefits		839,027		962,807
Professional and consulting fees		770,982		1,002,560
Advertising and marketing		40,256		64,616
Rent and office expenses		151,940		151,941
Research and development costs		183,897		6,865
Insurance		202,668		232,637
General and administrative, Other		374,601		369,419
Total	$	3,619,155	$	5,644,981

Total operating expenses for the years ended December 31, 2025, and 2024, were $3,058,483 and $3,619,155, respectively. The operating expenses were comprised of:

	Year ended December 31,
	2025		2024
Management fees, related parties	$	960,000	$	960,000
Travel expenses		39,806		95,784
Stock compensation expense		40,000		-
Salaries, taxes, and benefits		500,505		839,027
Professional and consulting fees		844,500		770,982
Advertising and marketing		68,194		106,705
Rent and office expenses		73,135		151,940
Research and development costs		46,832		183,897
Building repairs and maintenance		58,207		53,318
Insurance		193,524		202,668
General and administrative, Other		233,780		254,834
Total	$	3,058,483	$	3,619,155

Effective January 1, 2022, the Company entered into an employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway receives annual compensation of $240,000 from the Company and will also be eligible to receive bonuses and equity grants at the discretion of the BOD. The Company also agreed to compensate Mr. Conway for services provided directly to any of the Company’s subsidiaries. Currently, the subsidiaries of Ozop Capital, OES and OED, each compensates Mr. Conway $20,000 per month.

Travel expenses decreased for the year ended December 31, ~~2024~~2025, compared to the year ended December 31, ~~2023~~2024, as the Company had lower travel expenses related to Systems and OED as a result of decreased sales.

Termination costs of $1,755,082 for the year ended December 31, 2023, was a result of storage fees for goods that remained at a third-party warehouse and purchase order termination fees charged by the Company’s solar panel supplier, all of which was in connection with an early termination of vendor agreement.15

~~Salaries,~~Stock based ~~taxes,~~compensation ~~and~~of ~~benefits~~$40,000 ~~decreased~~during ~~for~~ the year ended December 31, ~~2024~~2025, ~~compared~~related to ~~December~~the ~~31,~~Company ~~2023.~~issuing ~~Ozop Energy Systems currently has 2 employees with~~ an aggregate ~~annual salary~~ of ~~$204~~40,000 ~~and~~post ~~focused on information technology and general and administrative functions. The solar distribution of this vertical is~~reverse ~~being~~split ~~managed by our financial consultant and the Company’s CEO. OED currently has four employees with an aggregate annual compensation of $454~~(200,000~~. OED has allocated $85~~,~~878~~000 ofprior ~~salaries~~ to ~~cost of sales for~~ the ~~year~~reverse ~~ended~~split) ~~December~~shares ~~31, 2024, and employees with an annual salary~~ of ~~$210,000~~common ~~are~~stock ~~being~~pursuant ~~expensed effective July 1, 2024,~~ to ~~Automated~~a ~~Room~~Service ~~Controls,~~Agreement ~~Inc.~~ (~~“ARC”~~including amendments). ~~Ozop Capital Partners had one employee~~ with ~~annual compensation of $125,000 (terminated in July 2024), and hired~~ a ~~new employee on September 3, 2024, with an~~third ~~annual salary of $144,000~~party. The Company allocates salaries and related expenses to the appropriate subsidiary for where their services are being performed. The expenses per subsidiary included in operating expenses for the years ended December 31, 2024, and 2023, are as follows:

	Year ended December 31,
	2024		2023
Ozop Energy Systems	$	217,226	$	277,641
Ozop Engineering and Design		354,100		549,128
Ozop Capital Partners/EV Insurance Company		125,530		136,038
Automated Room Controls		142,171		-
Total	$	839,027	$	962,807

Salaries, taxes, and benefits decreased for the year ended December 31, 2025, compared to December 31, 2024. Ozop Energy Systems (“OES”) currently has 1 employee with an aggregate annual salary of $72,000 and focused on general and administrative functions. The solar distribution of this vertical is being managed by our financial consultant and the Company’s CEO. Effective July 1, 2025, OED has two part-time employees paid on an hourly basis for hours spent on travel to and from a job and hours spent on the job. Effective October 1, 2025, the hourly compensation of $40,323 was expensed to cost of sales. Prior to October 1, 2025, OED had full time employees and allocated $99,988 and $85,878 of salaries to cost of sales for the years ended December 31, 2025, and 2024, respectively.ARC is being managed by our financial consultant, our OES employee, and the Company’s CEO. During 2024, Ozop Capital Partners had one employee with annual compensation of $125,000 (terminated in July 2024), and hired a new employee on September 3, 2024, with an annual salary of $144,000. The Company allocates salaries and related expenses to the appropriate subsidiary for where their services are being performed. The expenses per subsidiary, included in operating expenses for the years ended December 31, 2025, and 2024, are as follows:

Professional and consulting fees decreased for the year ended December 31, 2024, compared to the year ended December 31, 2023. The decrease is due to the expiration of certain consulting contracts and legal fees related to the YHS litigation. These decreases were partially offset by increases in general legal expenses and auditing fees.

	Year ended December 31,
	2025		2024
Ozop Energy Systems	$	134,234	$	217,226
Ozop Engineering and Design		70,832		354,100
Ozop Capital Partners/EV Insurance Company		137,679		125,530
Automated Room Controls		157,760		142,171
Total	$	500,505	$	839,027

~~Advertising~~ Professional and ~~marketing~~consulting ~~expenses~~fees ~~decreased~~increased for the year ended December 31, ~~2024~~2025, compared to ~~December 31, 2023. During~~ the year ended December 31, 2024,. The increase is due to the Company ~~reduced~~received ~~the~~$125,000 ~~amount~~pursuant ofto ~~lead~~the ~~lists~~YHS itsettlement, that was ~~acquiring~~credited asto ~~well~~legal asfees ~~reduced~~for the ~~amount~~year ~~spent~~ended onDecember ~~promotional~~31, ~~items~~2024.

~~Research~~ Advertising and ~~development~~marketing ~~costs~~expenses ~~increased~~decreased for the year ended December 331, ~~2024~~2025, compared to ~~the year ended~~ December 31, ~~2023~~2024, ~~due~~as toresult of the ~~development~~Company ~~and~~attending less ~~testing~~trade ofshows in the ~~ARC~~current ~~products~~year compared to the prior year.

~~Insurance~~Research and ~~expenses~~development costs decreased for the year ended December 31, ~~2024~~2025, compared to the year ended December 31, ~~2023.~~2024, ~~The~~due ~~decrease~~to ~~was~~ the ~~result~~development and testing of the ~~Company~~ARC ~~not~~products ~~renewing~~substantially ~~the~~occurred ~~credit~~during ~~insurance~~the ~~policy for~~year ~~OES,~~ending ~~which~~December ~~terminated April 30~~31, 2024. ~~The Company estimates that the monthly insurance expense to be approximately $20,000 per month.~~

~~General~~Insurance expenses ~~and~~decreased ~~administrative expense other, increased~~ for the year ended December 31, ~~2024~~2025, compared to the year ended December 31, ~~2023~~2024. ~~There~~The ~~were~~decrease ~~increases~~was inthe ~~Dues~~result ~~and Subscriptions ($10,996),~~of ~~filing~~the ~~fees~~Company ~~($10,730),~~not ~~trade~~renewing ~~shows~~the ~~and~~credit ~~entertainment~~insurance ~~($74,371),~~policy ~~and~~for ~~website development ($15~~OES,~~800),~~ ~~and~~which ~~other~~terminated ~~net~~April ~~increase ($2~~30,~~720),~~ ~~which were~~2024. ~~substantially~~The ~~offset~~Company byestimates ~~decreases~~that inthe ~~bad~~monthly insurance ~~debt~~ expense ~~($34,277),~~to ~~depreciation~~be ~~($26,265),~~approximately ~~repairs and maintenance (~~$1215,~~467),~~000 ~~and~~per ~~building expenses ($36,426)~~month.

14Rent and office expense (including storage, supplies, utilities, and internet costs) decreased for the year ended December 31, 2025, compared to the year ended December 31, 2024, because of $71,208 expenses incurred by OES for storage fees in the year ended December 31, 2024, (no such storage fees in the year ended December 31, 2025). During the year ended December 31, 2025, the Company sold their building and entered into a new lease agreement effective September 1, 2025.

~~Other~~General and ~~Income~~administrative expense other, decreased for the year ended December 31, 2025, compared to the year ended December 31, 2024. There were decreases in depreciation (~~Expenses~~$28,182), meals and entertainment ($16,891), investor relation expenses ($4,861) and other net decreases ($1,218), which were substantially offset by increases in merchant, credit card and bank fees $11,519, transfer agent and filing fees $15,562, freight expenses $3,017.

~~Other expense, net for the year ended December 31, 2024, was $2,738,052 compared to $1,139,220 for the year ended December 31, 2023, and were as follows.~~16

	Year ended December 31,
	2024			2023
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 expense, net	$	2,738,052		$	1,139,220

Other (Income) Expenses

~~The decrease in interest~~ Other expense, net for the year ended December 31, ~~2024~~2025, iswas ~~primarily a result of the amortization period of certain note discounts that were completed during the year ended December 31~~$5,740,716 ~~2024.~~compared ~~For~~to ~~the year ended December 31~~$2, ~~2024~~738,052 ~~the Company recognized gains on the change in the fair value of derivatives less than the gains~~ for the year ended December 31, ~~2023. Additionally for the year ended December 31,~~ 2024, ~~the Company recognized a gain~~and ofwere ~~$271,360~~as ~~on the settlement with YHS~~follows.

Net income (loss), attributable to the Company

	Year ended December 31,
	2025			2024
Interest expense	$	4,205,938		$	4,014,997
Loss (gain) on change in fair value of derivatives		1,621,028			(1,005,585	)
Gain on sale of building to a related party		(86,250	)		-
Gain on litigation settlement		-			(271,360	)
Total other expense, net	$	5,740,716		$	2,738,052

~~Net~~The increase ~~loss~~in ~~attributable~~interest toexpense ~~the Company~~ for the year ended December 31, ~~2024~~2025, ~~was~~is ~~$6,198,161~~primarily ~~compared~~a result of new amortization related to $7the initial debt discounts for new convertible notes and new promissory notes issued,~~369~~ including the Exchange Agreement,~~681~~ ~~for~~partially offset by the amortization period of certain note discounts that were completed during the year ended December 31, ~~2023~~2024. ~~The~~For ~~loss for~~ the year ended December 31, ~~2023~~2025, ~~included~~ the Company ~~termination~~recognized ~~costs~~a ofloss ~~$1,755,082~~on ~~and~~the ~~inventory~~change ~~write~~in ~~down~~the ~~costs~~fair value of ~~$1,495,978~~derivatives. ~~The~~For ~~change~~the ~~was~~year ~~also~~ended ~~impacted~~December by31, 2024, the Company recognized ~~gain~~gains on the change in the fair value of derivatives. ofFor ~~$1,005,585 for~~ the ~~year~~years ended December 31, 2025, and 2024, ~~compared~~the toCompany recognized a gain of $386,~~212,113~~250 for the ~~year ended~~sale ~~December~~of 31a building to a related party and a gain of $271,360 ~~2023~~on the settlement with YHS, respectively.

~~Liquidity and Capital Resources~~Net loss

~~The accompanying consolidated financial statements~~Net ~~have~~loss ~~been~~attributable ~~prepared~~to ~~on a going concern basis, which contemplates~~ the ~~realization~~Company offor ~~assets and~~ the ~~satisfaction~~year ofended ~~liabilities in the normal course of business. As of~~ December 31, ~~2024~~2025, ~~the~~was ~~Company had an accumulated deficit of~~ $~~224~~8,~~868~~712,~~641~~543 ~~and~~compared ato ~~working capital deficit of~~ $326,~~232~~198,~~815. As of December 31~~161, ~~2024,~~for the ~~Company~~year ~~was in default of $19,925,000 plus accrued interest on debt instruments due to non-payment upon maturity~~ended ~~dates.~~December ~~These factors~~31, ~~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~~2024. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

~~Currently, our current capital and our other existing~~Liquidity ~~resources will not be sufficient to provide the working capital needed for our current business,~~ and, ~~additional~~Capital capital will be required to meet our debt obligations, and to further expand our business. We may be unable to obtain the additional capital required. If we are unable to generate capital or raise additional funds when required, it will have a negative impact on our business development and financial results. These conditions raise substantial doubt about our ability to continue as a going concern as well as our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. This “going concern” could impair our ability to finance our operations through the sale of debt or equity securities. Management’s plans in regard to these factors are discussed in Note 2 to the consolidated financial statements filed herein.Resources

~~For~~The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the ~~year~~realization ~~ended~~of assets and the satisfaction of liabilities in the normal course of business. As of December 31, ~~2024~~2025, wethe ~~primarily funded~~Company ~~our~~had ~~business~~an ~~with~~accumulated deficit of $233,581,184 and a working capital deficit of $39,740,819. As of December 31, 2025, the ~~existing~~Company ~~cash~~was in default of $18,714,423 plus accrued interest on ~~hand~~debt asinstruments ofdue ~~January~~to 1non-payment upon maturity dates. These factors, ~~2024~~among others, ~~cash~~raise ~~received~~substantial doubt about the ability of the Company to continue as a going concern for one year from the date of the ~~sale~~issuance of ~~inventory~~these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and ~~collection~~classification of ~~accounts receivable,~~assets or the amounts and ~~$1,212,370~~classification ~~received~~of liabilities that may result from ~~sales~~the possible inability of ~~common~~the ~~stock~~Company to continue as a going concern.

AsCurrently, our ofcurrent ~~December~~capital ~~31,~~and ~~2024,~~our weother ~~had~~existing ~~cash~~resources ofwill ~~$797,139~~not ~~as compared~~be sufficient to $1provide the working capital needed for our current business,~~446~~ and,~~029~~ asadditional ofcapital ~~December~~will ~~31,~~be ~~2023.~~required Asto ofmeet ~~December~~our ~~31,~~debt ~~2024~~obligations, weand ~~had~~to ~~current~~further ~~liabilities~~expand ofour ~~$33,185,481,~~business. ~~compared~~We may be unable to ~~current~~obtain ~~assets~~the ofadditional ~~$952,666,~~capital ~~which~~required. ~~resulted~~If inwe aare ~~working~~unable to generate capital ~~deficit~~or ofraise ~~$32~~additional funds when required,~~232,815~~ it will have a negative impact on our business development and financial results. ~~The~~These ~~current~~conditions ~~liabilities~~raise ~~are~~substantial ~~comprised~~doubt ofabout ~~accounts~~our ~~payable~~ability to continue as a ~~and~~going ~~accrued~~concern ~~expenses,~~as ~~related~~well ~~party~~as ~~liabilities,~~our ~~convertible~~recurring ~~debt,~~losses ~~derivative~~from ~~liabilities~~operations, ~~lease~~deficit ~~obligations~~in equity, ~~deferred~~and ~~liability,~~the ~~notes~~need to raise additional capital to fund operations. ~~payable~~This ~~and~~“going ~~liabilities~~concern” ofcould ~~discontinued~~impair our ability to finance our operations through the sale of debt or equity securities. Management’s plans in regard to these factors are discussed in Note 2 to the consolidated financial statements filed herein.

~~Operating~~For the ~~Activities~~year ended December 31, 2025, we primarily funded our business operations with the existing cash on hand as of January 1, 2025, cash received from collection of accounts receivable, $573,000 from the issuances of convertible notes payable, $392,168 received from sales of common stock, $100,000 received in the sale of building to a related party, and $350,000 from the issuances of promissory notes payable.

For the year ended December 31, 2024, net cash used in operating activities was $1,850,146 compared to $799,282 for the year ended December 31, 2023. For the year ended December 31, 2024, our net cash used in operating activities was primarily attributable to the net loss of $6,198,161, the gain on the change in fair value of derivatives of $1,005,585, adjusted by non-cash interest expense of $1,119,461, the inventory write-down of $134,025 and amortization and depreciation of $214,372. Net changes of $3,889,315 in operating assets and liabilities reduced the cash used in operating activities.17

~~For~~As of ~~the year ended~~ December 31, ~~2023~~2025, ~~net~~we had cash ~~used in~~of ~~operating~~$266,431 ~~activities~~as ~~was~~compared to $~~799~~797,~~282.~~139 ~~For~~as ~~the~~of ~~year ended~~ December 31, ~~2023,~~2024. ~~our~~As ~~net~~of ~~cash~~December ~~used~~31, in2025, ~~operating~~we ~~activities~~had ~~was primarily attributable~~current toliabilities ~~the net loss~~ of $740,~~369~~178,~~681~~567, ~~the~~compared ~~gain~~to oncurrent ~~the~~assets ~~change in fair value~~ of ~~derivatives of~~ $3437,~~212~~748,~~113,~~ ~~and~~which ~~$250,000~~resulted ofin ~~income~~a onworking ~~forfeited customer~~capital ~~deposit,~~deficit ~~adjusted by non-cash items~~ of ~~the termination expense of~~ $139,~~755~~740,~~082,~~819. ~~interest~~The ~~expense~~current liabilities ofare ~~$1,465,518,~~comprised ~~the inventory write-down~~ of ~~$1,495,978~~accounts payable and ~~amortization~~accrued ~~and~~expenses, ~~depreciation~~related ofparty ~~$230~~liabilities,~~134.~~ ~~Net~~convertible ~~changes~~debt, ofderivative $5liabilities,~~107~~ lease obligations,~~251~~ indeferred ~~operating~~liability, ~~assets~~notes payable, and liabilities ~~reduced~~of ~~the cash~~discontinued ~~used in operating activities~~operations.

15Operating Activities

~~Investing~~For the ~~Activities~~year ended December 31, 2025, net cash used in operating activities was $1,792,386 compared to $1,850,146 for the year ended December 31, 2024.

For the year ended December 31, ~~2024~~2025, ~~the~~our net cash used in ~~investing~~operating activities was primarily attributable to the net loss of $118,~~114~~712,543, ~~compared~~the gain on the sale of building to a related party of $286,~~162~~250, ~~for~~adjusted by the ~~year~~loss ~~ended~~on ~~December~~the 31change in fair value of derivatives of $1,621,028, ~~2023~~non-cash interest expense of $1,166,614, ~~primarily~~stock ~~due~~based tocompensation ~~purchase~~of $40,000, and amortization and depreciation of ~~office~~ $208,553. Net changes of $3,970,212 in operating assets and ~~computer~~liabilities ~~equipment~~reduced ~~for~~the ~~both~~cash used ~~years~~in operating activities.

~~Financing~~For the ~~Activities~~year ended December 31, 2024, our net cash used in operating activities was primarily attributable to the net loss of $6,198,161, the gain on the change in fair value of derivatives of $1,005,585, adjusted by non-cash interest expense of $1,119,461, the inventory write-down of $134,025 and amortization and depreciation of $214,372. Net changes of $3,889,315 in operating assets and liabilities reduced the cash used in operating activities.

~~For the year ended December 31, 2024, the net cash~~Investing ~~provided by financing activities was $1,212,370, from the sales of common stock to GHS, net of issuance costs.~~Activities

For the year ended December 31, ~~2023~~2025, the net cash ~~provided~~ byused ~~financing~~in investing activities was $~~878~~53,~~263.~~490, ~~During~~resulting from the ~~year~~sale ~~ended~~of ~~December~~the ~~31,~~building ~~2023,~~to a werelated ~~received~~party of $1100,~~828~~000,~~263~~ less a loan to related party of $150,000, ~~net~~and the purchase of ~~issuance~~office ~~costs~~and computer equipment of $3,490. ~~from~~ For the ~~sales~~year ofended ~~common~~December ~~stock~~31, ~~to GHS~~2024, ~~and~~the wenet ~~made~~cash ~~payments~~used ofin investing activities was $~~950~~11,~~000~~114 ~~for~~primarily due ~~notes~~to ~~payable~~purchase of office and computer equipment.

~~Critical Accounting Policies and Estimates~~Financing Activities

~~The~~For the ~~Company’s~~year ~~consolidated~~ended ~~financial~~December ~~statements are~~31, ~~prepared~~2025, inthe ~~accordance~~net ~~with~~cash ~~GAAP~~provided inby ~~the~~financing ~~United~~activities ~~States.~~was ~~The~~$1,315,168 ~~preparation~~ of ~~its~~which ~~consolidated~~$573,000 ~~financial~~was ~~statements~~net ~~and~~proceeds ~~related disclosures~~received ~~requires~~from itissuance ~~to make estimates and judgments that affect the reported amounts~~ of ~~assets,~~convertible ~~liabilities~~notes, ~~revenue~~$392,168 ~~costs~~from ~~and expenses, and~~ the ~~disclosure~~sales of ~~contingent~~common ~~assets~~stock ~~and~~to ~~liabilities~~GHS, innet ~~the~~of ~~Company’s~~issuance ~~financial statements. The Company bases its estimates on historical experience~~costs, ~~known trends~~ and ~~events~~$350,000 ~~and~~from ~~various other factors that it believes are reasonable under~~ the ~~circumstances,~~issuances of ~~the~~promissory ~~results~~notes ~~of which~~payable. ~~form~~For the ~~basis~~year ~~for~~ended ~~making~~December ~~judgments~~31, ~~about~~2024, the ~~carrying~~net ~~values~~cash ofprovided ~~assets~~by ~~and~~financing ~~liabilities~~activities ~~that~~was ~~are~~$1,212,370, ~~not readily apparent~~ from ~~other~~ ~~sources.~~the ~~The~~sales ~~Company~~of ~~evaluates~~common ~~its~~stock ~~estimates~~to ~~and~~GHS, ~~assumptions~~net onof anissuance ~~ongoing basis~~costs. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

~~Our significant accounting policies are described~~Critical inAccounting ~~more~~Policies ~~details in Note 3 to our financial statements appearing elsewhere in this Annual Report on Form 10-K. While all these significant accounting policies impact our financial condition~~ and results of operations, we view certain of these policies as critical. The SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our management believes that given current facts and circumstances, there are no material estimates or assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies.Estimates

~~OFF~~The Company’s ~~BALANCE~~consolidated ~~SHEET~~financial ~~ARRANGEMENTS~~statements are prepared in accordance with GAAP in the United States. The preparation of its consolidated financial statements and related disclosures requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements. The Company bases its estimates on historical experience, known trends and events and various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates its estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

WeOur significant ~~have~~accounting nopolicies ~~off~~are described in more details in Note 3 to our financial statements appearing elsewhere in this Annual Report on Form 10-~~balance~~K. ~~sheet~~While ~~arrangements~~all ~~including~~these significant accounting policies impact our financial condition and results of operations, we view ~~arrangements~~certain of these policies as critical. The SEC requested that ~~would~~all ~~affect~~registrants ~~our~~list ~~liquidity~~their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, ~~capital~~and ~~resources~~requires management’s most difficult, ~~market~~subjective ~~risk~~or complex ~~support~~judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our management believes that given current facts and ~~credit~~circumstances, ~~risk~~there ~~support~~are no material estimates or ~~other~~assumptions ~~benefits~~with levels of subjectivity and judgement necessary to be considered critical accounting policies and estimates, except for following.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~18

~~Not~~Convertible Instruments ~~required~~and ~~for smaller reporting companies.~~Derivatives

~~ITEM~~The Company 8evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. ~~FINANCIAL~~Applicable ~~STATEMENTS~~GAAP ~~AND~~requires ~~SUPPLEMENTARY~~companies ~~DATA~~to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. If the instrument contains embedded conversion features or other terms that require bifurcation under ASC 815, these features are separated from the host contract and recorded as derivative liabilities at fair value. Derivative liabilities are remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.

~~See~~The Company ~~Index~~accounts for derivative financial instruments in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging. Under this guidance, the Company evaluates whether an embedded feature within a financial instrument is required to ~~Financial~~be ~~Statements~~accounted for separately as a derivative. Embedded derivatives that are not clearly and ~~Financial~~closely ~~Statement~~related to the host contract, that meet the definition ~~Schedules~~of ~~appearing~~a derivative, and that are not eligible for the scope exceptions under ASC 815, are bifurcated from the host instrument and accounted for as separate derivative financial instruments. These derivatives are recognized as either assets or liabilities on ~~pages~~the ~~F1-F27~~balance sheet and are measured at fair value, with changes in fair value recognized in the consolidated statements of ~~this~~operations ~~annual~~in ~~report~~the onperiod ~~Form~~in ~~10-K~~which they occur.

~~ITEM~~The Company 9uses the Monte Carlo simulation valuation method to estimate the fair value of (i) the embedded conversion feature that is required to be bifurcated from the debt host contract and (ii) warrants under certain circumstances (collectively, the derivative financial instruments). The ~~CHANGES~~Monte INCarlo ~~AND~~simulation ~~DISAGREEMENTS~~valuation ~~WITH~~method ~~ACCOUNTANTS~~requires ONthe ~~ACCOUNTING~~input ~~AND~~or ~~FINANCIAL~~use ~~DISCLOSURE~~of highly subjective assumptions, including the expected volatility of the Company’s common stock, which management estimates based on implied and/or historical volatility over a comparable period. Changes in this subjective input assumption could materially affect the fair value estimate of the derivative financial instruments.

~~None.~~OFF BALANCE SHEET ARRANGEMENTS

~~ITEM~~We have ~~9A.~~no ~~CONTROLS~~off-balance ~~AND~~sheet ~~PROCEDURES~~arrangements, including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

~~Evaluation~~ITEM 7A. ofQUANTITATIVE ~~Disclosure~~AND ~~Controls~~QUALITATIVE ~~and~~DISCLOSURES ~~Procedures~~ABOUT MARKET RISK

~~A review and evaluation was performed by the Company’s~~Not 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 tofor besmaller ~~disclosed~~reporting ~~in our Exchange Act reports is recorded, processed, summarized and reported as required in the application of SEC rules and forms~~companies.

16ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~Management’s~~See Index ~~Report~~to onFinancial ~~Internal~~Statements ~~Controls over~~and Financial ~~Reporting~~Statement Schedules appearing on pages F1-F27 of this annual report on Form 10-K.

~~Our management is responsible for establishing and~~ITEM ~~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~~9. ~~Internal~~CHANGES ~~control~~IN ~~over~~AND ~~financial~~DISAGREEMENTS ~~reporting~~WITH isACCOUNTANTS aON ~~set~~ACCOUNTING ofAND ~~processes~~FINANCIAL 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:DISCLOSURE.

● 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 statementsNone.

~~Because of its inherent limitations, internal control~~ITEM ~~over financial reporting may not prevent or detect misstatements~~9A. ItCONTROLS ~~should~~AND 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.PROCEDURES

~~Our CEO and CFO have evaluated the effectiveness of~~Evaluation ~~our~~of ~~internal~~Disclosure ~~control~~Controls ~~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.Procedures

WeA review ~~assessed~~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 ~~internal~~ ~~control~~disclosure ~~over~~controls ~~financial~~and ~~reporting~~procedures as of ~~evaluation~~the ~~date~~end of the period covered by this annual report. Based on that review and ~~identified~~evaluation, the ~~following~~CEO and CFO have concluded that as of December 31, 2025, disclosure controls and procedures were not effective at ensuring that the material ~~weaknesses:~~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.

~~Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.~~19

~~Inadequate Segregation of Duties:~~Management’s WeReport ~~have~~on anInternal ~~inadequate~~Controls ~~number~~over ofFinancial ~~personnel to properly implement control procedures.~~Reporting

~~Lack~~Our management ofis ~~Audit~~responsible ~~Committee:~~for Weestablishing and maintaining adequate internal control over financial reporting as such term is defined doin ~~not~~Rules ~~have~~13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a ~~functioning~~set ~~audit~~of ~~committee~~processes designed by, or ~~resulting~~under inthe ~~lack~~supervision of, ~~independent~~a ~~oversight~~company’s inprincipal executive and principal financial officers, to provide reasonable assurance regarding the ~~establishment~~reliability of financial reporting and ~~monitoring~~the preparation of ~~required~~financial statements for external purposes in accordance with ~~internal~~GAAP ~~controls~~and includes those policies and procedures. that:

We● ~~are~~Pertain ~~committed~~ to ~~improving~~ the ~~internal~~maintenance ~~controls~~ of records that in reasonable detail accurately and ~~will~~fairly ~~(1)~~reflect ~~consider~~our ~~using~~transactions ~~third~~and ~~party~~disposition ~~specialists~~of toour ~~address~~assets; ~~shortfalls~~● inProvide ~~staffing~~reasonable ~~and~~assurance our transactions are recorded as necessary to ~~assist~~permit uspreparation of our financial statements in accordance with ~~accounting~~GAAP, and ~~finance~~that ~~responsibilities, (2)~~receipts ~~increase~~and ~~the~~expenditures ~~frequency~~are ofbeing ~~independent~~made ~~reconciliations~~only in accordance with authorizations of ~~significant~~our ~~accounts~~management ~~which~~and ~~will~~directors; ~~mitigate~~and ~~the~~● ~~lack~~Provide ofreasonable ~~segregation~~assurance ofregarding ~~duties until~~prevention ~~there~~or ~~are~~timely ~~sufficient~~detection ~~personnel~~of ~~and~~unauthorized ~~(3)~~acquisition, ~~may~~use ~~consider~~or ~~appointing~~disposition ~~additional~~of ~~outside~~our ~~directors~~assets ~~and~~that ~~audit~~could ~~committee~~have ~~members~~a inmaterial effect on the ~~future~~financial statements.

WeBecause of ~~have~~its ~~discussed~~inherent ~~the~~limitations, ~~material~~internal ~~weakness~~control ~~noted~~over ~~above with~~financial ~~our~~reporting ~~independent~~may ~~registered~~not ~~public~~prevent ~~accounting~~or ~~firm~~detect misstatements. ~~Due~~It toshould ~~the~~be ~~nature~~noted that any system of ~~these~~internal ~~material~~control, ~~weaknesses~~however well designed and operated, ~~there~~can isprovide aonly ~~more~~reasonable, ~~than~~and ~~remote~~not ~~likelihood~~ absolute, assurance that ~~misstatements~~the objectives ~~which~~of ~~could~~the system will be ~~material~~met. Also, projections of any evaluation of effectiveness to future periods are subject to the ~~annual~~risk that orcontrols ~~interim~~may ~~financial~~become ~~statements~~inadequate ~~could~~because ~~occur~~of changes in conditions, or that ~~would~~the ~~not~~degree beof ~~prevented~~compliance with the policies or ~~detected~~procedures may deteriorate.

~~This~~Our CEO ~~Annual~~and ~~Report~~CFO ~~does~~have ~~not~~evaluated ~~include~~the aneffectiveness ~~attestation report~~ of our ~~independent registered public accounting firm regarding~~ internal control over financial reporting. ~~Management’s~~as ~~report~~described in Exchange Act Rules 13a-15(e) ~~was~~and ~~not~~15d-15(e) ~~subject~~as toof ~~attestation~~the end of the period covered by ~~our~~this ~~independent~~report ~~registered~~based ~~public~~upon ~~accounting~~criteria ~~firm~~established ~~pursuant~~in to“Internal Control-Integrated Framework” issued by the ~~rules~~Committee of Sponsoring Organizations of the ~~SEC~~Treadway ~~that~~Commission ~~permit~~(2013 usframework). toAs a result of this ~~provide~~evaluation, ~~only~~we ~~management’s~~concluded ~~report~~that inour ~~this~~internal ~~annual~~control ~~report~~over financial reporting was not effective as of December 31, 2025, as described below.

~~Changes~~We assessed inthe ~~Internal~~effectiveness ~~Control~~of the Company’s internal control over ~~Financial~~financial ~~Reporting~~reporting as of evaluation date and identified the following material weaknesses:

~~There have been no changes in the Company’s~~Insufficient ~~internal~~Resources: ~~controls~~We ~~over financial reporting that~~ have ~~materially~~an ~~affected,~~inadequate ornumber ~~are~~of ~~reasonably~~personnel ~~likely~~with torequisite ~~materially~~expertise ~~affect,~~in the ~~Company’s internal~~key ~~controls~~functional ~~over~~areas ~~financial~~of ~~reporting~~finance and accounting.

17Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

~~ITEM~~Lack of ~~9B.~~Audit ~~OTHER~~Committee: ~~INFORMATION~~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.

~~None~~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.

~~OFF~~We have ~~BALANCE~~discussed ~~SHEET~~the ~~ARRANGEMENTS~~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.

~~PART~~This Annual ~~III~~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.

~~ITEM~~Changes in ~~10.~~Internal ~~DIRECTORS,~~Control ~~EXECUTIVE~~over ~~OFFICERS~~Financial ~~AND CORPORATE GOVERNANCE~~Reporting

~~Identification~~There have ofbeen ~~directors~~no ~~and~~changes ~~executive~~in ~~officers~~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.

~~The names and ages of our directors and executive~~ITEM ~~officers are set forth below~~9B. ~~Also~~OTHER 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.INFORMATION

Name		Age		Position		Beginning
Brian Conway		54		Chief Executive Officer and Interim Chief Financial Officer		February 28, 2020

None.

~~Brian P. Conway, the Chief Executive Officer and Interim~~OFF ~~Chief~~BALANCE ~~Financial~~SHEET 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.ARRANGEMENTS

~~Family Relationships~~20

~~None~~PART III

~~Involvement~~ITEM 10. inDIRECTORS, ~~Certain~~EXECUTIVE ~~Legal~~OFFICERS ~~Proceedings~~AND CORPORATE GOVERNANCE

~~No director, executive officer, significant employee,~~Identification ~~or control person~~ of ~~the~~directors ~~Company~~and ~~has~~executive ~~been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years~~officers.

~~Corporate~~The names ~~Governance~~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.

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.

Name		Age		Position		Beginning
Brian Conway		55		Chief Executive Officer and Interim Chief Financial Officer		February 28, 2020

~~Given~~Brian P. ~~our~~Conway, ~~relative~~the ~~size~~Chief Executive Officer and ~~lack~~Interim Chief Financial Officer, brings 20 years of ~~directors’~~proven success in marketing and business development for both private and ~~officers’~~publicly ~~insurance~~traded ~~coverage~~companies. Starting off in database management and sales for Venture Direct on Madison Avenue, wehe docrossed ~~not~~over ~~anticipate~~to ~~that~~Wall ~~any~~Street as a co-founder of ~~our~~Waypoint ~~stockholders~~Capital ~~will~~Partners. ~~make~~During ~~such~~this atime, ~~recommendation~~he inwas ~~the~~responsible ~~near~~for national ~~future.~~sales, ~~While~~marketing, ~~there~~business ~~have~~and ~~been~~product nodevelopment, ~~nominations~~national account customers, and new business relations with international and US companies while creating awareness for public companies with many of ~~additional~~the ~~directors~~nation’s ~~proposed~~top public relations firms. From October 1, in2014, through August 31, 2019, Mr. Conway was the ~~event~~CEO, ~~such~~CFO aand ~~proposal~~Director isof ~~made~~Ngen Technologies, ~~all~~Inc. ~~current~~(f/k/a/ ~~members~~Liberated Solutions, Inc.). His ofrelationships ~~our~~and ~~Board~~experience ~~will~~with ~~participate~~investment inbankers, ~~the~~non-dilutive ~~consideration~~financing, ofand ~~director~~public ~~nominees~~relations should be instrumental in moving the Company forward.

~~As with most small, early-stage companies until such~~Family 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.Relationships

~~Code of Ethics~~None

~~We adopted a Code of Ethics for Senior Financial Management~~Involvement toin ~~promote~~Certain ~~honest~~Legal 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.Proceedings

18No 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.

~~Under the Code of Ethics, all members of the senior~~Corporate ~~financial management shall:~~Governance

●Our Board ~~Act~~has ~~honestly~~not ~~and~~established ~~ethically~~any incommittees, ~~the~~including ~~performance~~an ofaudit ~~their duties at our company~~committee, ●a ~~Avoid~~compensation ~~actual~~committee or ~~apparent~~a ~~conflicts~~nominating ~~of interest between personal and professional relationships~~committee, ~~● Provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with,~~ or ~~submits~~any ~~to,~~committee performing ~~the~~a ~~SEC~~similar ~~and~~function. inThe ~~other~~functions ~~public communications by our company, ● Comply with rules and regulations~~ of ~~federal,~~those ~~state~~committees ~~and~~are ~~local~~being ~~governments~~undertaken ~~and~~by ~~other private and public regulatory agencies that effect the conduct of~~ our ~~business~~Board. ~~and~~Because ~~our~~we ~~financial~~do ~~reporting,~~not ●have ~~Act~~any ~~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~~ directors, ~~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,~~Board ●believes ~~Proactively~~that ~~promote ethical behavior as a responsible partner among peers and colleagues in~~ the ~~work~~establishment ~~environment and community, ● Achieve responsible use~~ of ~~and~~committees ~~control over all assets and resources~~ of our ~~company~~Board ~~entrusted~~would tonot ~~the~~provide ~~member, and ● Promptly bring to the attention of the Chief Executive Officer~~ any ~~information~~benefits ~~concerning (a) significant deficiencies in the design or operating of internal controls which could adversely affect~~ to ~~record,~~our ~~process,~~Company ~~summarize~~ and ~~report~~could be ~~financial~~considered ~~data~~more orform ~~(b)~~than ~~any fraud, whether or not material, that involves management or other employees who have a significant role in our financial reporting or internal controls~~substance.

~~Director~~Given our ~~Independence~~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.

~~None~~As with ofmost ~~the~~small, ~~members~~early-stage ofcompanies ~~our~~until ~~Board~~such oftime ~~Directors qualifies~~ as anour ~~independent~~Company ~~director~~further indevelops ~~accordance~~our ~~with~~business, ~~the~~achieves ~~published~~a ~~listing~~greater ~~requirements~~revenue ofbase, and ~~the~~has ~~NASDAQ~~sufficient ~~Global~~working ~~Market.~~capital ~~The~~to ~~NASDAQ~~purchase ~~independence definition~~directors’ ~~includes~~and aofficers’ ~~series~~insurance, ofwe ~~objective~~do ~~tests,~~not ~~such~~have asany ~~that~~immediate ~~the~~prospects to ~~director~~attract isindependent ~~not,~~directors. ~~and~~When ~~has~~we ~~not~~are ~~been~~able ~~for~~to atexpand ~~least~~our ~~three~~Board ~~years,~~to include one ofor ~~our employees~~more ~~and~~independent ~~that~~directors, ~~neither~~we ~~the~~intend ~~director,~~to ~~nor~~establish an ~~any~~audit committee of ~~his~~our ~~family~~Board ~~members~~of ~~has~~Directors. ~~engaged~~It inis ~~various~~our ~~types~~intention that one or more of ~~business~~these ~~dealings~~independent ~~with~~directors ~~us.~~will Inalso ~~addition,~~qualify as ~~our~~an ~~Board~~audit ~~has~~committee ~~not~~financial ~~made~~expert. aOur ~~subjective~~securities ~~determination~~are asnot toquoted ~~each~~on ~~director~~an exchange that nohas ~~relationships~~requirements ~~exist~~that ~~which,~~a inmajority ~~the opinion~~ of our Board, ~~would~~members ~~interfere~~be ~~with the exercise of~~ independent, ~~judgment~~and inwe ~~carrying~~are ~~out~~not ~~the~~currently ~~responsibilities~~otherwise ofsubject ato ~~director~~any law, ~~though~~rule ~~such~~or ~~subjective~~regulation ~~determination is~~requiring ~~required~~that byall ~~the~~or ~~NASDAQ~~any ~~rules.~~portion ~~Had~~ of our Board of Directors ~~made~~include ~~these~~“independent” ~~determinations~~directors, ~~our~~nor ~~Board~~are ~~would~~we ~~have~~required ~~reviewed and discussed information provided by the directors and us with regard~~ to ~~each~~establish ~~director’s~~or ~~business~~maintain ~~and~~an ~~personal~~audit ~~activities~~committee ~~and relationships as they may relate~~or toother uscommittee ~~and~~of our ~~management~~Board.

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.21

~~Our board as a whole will consider executive officer~~Code ~~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.Ethics

~~Each~~We adopted ofa ~~our~~Code ~~directors participates in the consideration~~ of ~~director~~Ethics ~~nominees.~~for InSenior ~~addition~~Financial Management to ~~nominees~~promote ~~recommended~~honest byand ~~directors,~~ethical ~~our~~conduct ~~board~~and ~~will~~to ~~consider~~deter ~~nominees~~wrongdoing. ~~recommended~~This byCode ~~shareholders if~~applies ~~submitted in writing~~ to our ~~secretary.~~Chief ~~Our~~Executive ~~board~~Officer ~~believes~~and ~~that~~Chief ~~any~~Financial ~~candidate~~Officer ~~for~~and ~~director,~~other ~~whether~~employees ~~recommended~~performing bysimilar ~~shareholders~~functions. orThe byobligations ~~the board,~~of ~~should be considered on~~ the ~~basis~~ Code of ~~all~~Ethics ~~factors~~supplement, ~~relevant~~but todo ~~our~~not ~~needs~~replace, ~~and~~any ~~the~~other ~~credentials~~code of ~~the~~conduct ~~candidate~~or atethics ~~the~~policy ~~time~~applicable ~~the~~to ~~candidate is~~our ~~proposed.~~employees ~~Such factors include relevant business and industry experience and demonstrated character and judgment~~generally.

~~Compliance~~Under the ~~with~~Code ~~Section 16(a)~~of Ethics, all members of the ~~Securities~~senior ~~Exchange~~financial ~~Act~~management ~~of 1934~~shall:

~~Section~~● ~~16(a)~~Act ofhonestly and ethically in the ~~Securities~~performance ~~Exchange~~of ~~Act~~their duties at our company, ● Avoid actual or apparent conflicts of ~~1934 requires~~interest ~~the~~between ~~Company’s~~personal ~~directors~~and professional relationships, ● Provide full, fair, accurate, timely and ~~executive~~understandable ~~officers~~disclosure in reports and documents that we file with, ~~persons~~or ~~who~~submits ~~beneficially~~to, ~~own~~the ~~more~~SEC ~~than~~and ~~10%~~in other public communications by our company, ● Comply with rules and regulations of afederal, ~~registered~~state ~~class~~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 ~~Company~~ member’s ~~equity~~independent ~~securities~~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 ~~certain~~maintain ~~other~~skills ~~persons~~relevant to ~~file~~carrying ~~reports~~out ofthe ~~ownership~~member’s duties within our company, ● Proactively promote ethical behavior as a responsible partner among peers and ~~changes~~colleagues in ~~ownership~~the onwork ~~Forms~~environment 3and community, 4● Achieve responsible use of and ~~5 with~~control over all assets and resources of our company entrusted to the ~~SEC~~member, and to● ~~furnish~~Promptly ~~the~~bring ~~Company~~to ~~with~~the ~~copies~~attention of the ~~forms.~~Chief ~~The~~Executive ~~Company~~Officer ~~does~~any ~~not~~information ~~believe~~concerning ~~that~~(a) ~~all~~significant deficiencies in the design or operating of ~~its~~internal ~~directors~~controls which could adversely affect to record, ~~executive~~process, ~~officers~~ summarize and ~~greater~~report ~~than~~financial ~~10%~~data ~~beneficial~~or ~~owners~~(b) ~~complied~~any ~~with~~fraud, ~~all~~whether ~~such~~or ~~filing~~not ~~requirements~~material, ~~during~~that ~~2024~~involves management or other employees who have a significant role in our financial reporting or internal controls.

19Director Independence

~~ITEM~~None of 11the members of our Board of Directors qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. ~~EXECUTIVE~~The ~~COMPENSATION~~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.

~~EXECUTIVE~~In performing ~~COMPENSATION~~the ~~SUMMARY~~functions ~~COMPENSATION~~of ~~TABLE~~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.

~~The~~Our board ~~following~~as ~~table~~a ~~sets~~whole ~~forth~~will ~~information~~consider ~~regarding~~ executive officer compensation, ~~earned~~and our entire board participates in orthe ~~with~~consideration ~~respect~~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 ~~fiscal~~executive ~~years~~officers, ~~2024~~if any, and ~~2023:~~administers our equity incentive and stock option plans, if any.

(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 2023:22

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

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(1a) Onof ~~February 28, 2020, Mr. Conway was appointed as~~ the ~~Company’s~~Securities ~~Chief~~Exchange ~~Executive~~Act ~~Officer.~~of 1934

									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

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, persons who beneficially own more than 10% of a registered class of the Company’s equity securities, and certain other persons to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC, and to furnish the Company with copies of the forms. The Company does not believe that all of its directors, executive officers and greater than 10% beneficial owners complied with all such filing requirements during 2025.

~~2024~~ITEM 11. ~~OPTION~~EXECUTIVE ~~GRANTS~~COMPENSATION

~~There were no options to purchase shares of our Common~~EXECUTIVE ~~Stock~~COMPENSATION ~~issued~~SUMMARY ~~and~~COMPENSATION ~~outstanding as of December 31, 2024, or December 31, 2023.~~TABLE

~~OUTSTANDING~~The following ~~EQUITY~~table ~~AWARDS~~sets ATforth ~~2024~~information ~~FISCAL~~regarding ~~YEAR-END~~compensation earned in or with respect to our fiscal years 2025 and 2024:

~~There~~(i) our principal executive officer or other individual serving in a similar capacity during the fiscal years 2025, and 2024; (ii) our two most highly compensated executive officers other than our principal executive officers who were noserving ~~outstanding~~as ~~equity~~executive ~~awards~~officers at December 31, 2025, and 2024, whose compensation exceed $100,000; and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, 2025. Compensation information is shown for the fiscal years ended December 31, ~~2024~~2025, and ~~2023.~~2024:

EXECUTIVE EMPLOYMENT AGREEMENTS

Name and Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards		All Other Compensation		Total
Brian P Conway ⁽¹⁾	2025	$	960,000	$	-	$	-	$	-	$	-	$	960,000
	2024	$	960,000	$	-	$	-	$	-	$	-	$	960,000

(1) On ~~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~~was ~~“Employment Agreement”).~~appointed ~~Pursuant~~as 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,’s ~~payable~~Chief ~~monthly.~~Executive ~~Pursuant to the contract, Mr~~Officer. ~~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.

									Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation on Table Total for PEO		Compensation Actually Paid to PEO		Average Summary Compensation on Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs		Total Shareholder Return			Total Shareholder Return of Peer Group	Net Income (Loss)
2025	$	960,000	$	960,000	$	-	$	-		-89.0	%	N/A	$	(8,712,543	)
2024	$	960,000	$	960,000	$	-	$	-		-47.1	%	N/A	$	(6,198,161	)
2023	$	960,000	$	960,000	$	-	$	-		-66.0	%	N/A	$	(7,369,681	)

~~Other than the foregoing, currently, we do not have~~2025 ~~any~~OPTION 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.GRANTS

20There were no options to purchase shares of our Common Stock issued and outstanding as of December 31, 2025, or December 31, 2024.

~~DIRECTOR COMPENSATION~~23

~~Director~~OUTSTANDING EQUITY ~~Compensation~~AWARDS ~~Policies~~AT 2025 FISCAL YEAR-END

WeThere were ~~have~~no ~~not~~outstanding ~~compensated~~equity ~~our~~awards ~~directors~~ for ~~their~~the ~~service on~~years ~~our~~ended ~~Board from our inception through~~ December 31, ~~2024.~~2025, ~~There~~and ~~are no arrangements currently in place pursuant to which directors will be compensated in the future for any services provided as a director~~2024.

~~ITEM~~EXECUTIVE EMPLOYMENT ~~12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~AGREEMENTS

~~The~~On July ~~following~~10, ~~table~~2020, ~~shows~~pursuant to the ~~beneficial~~PCTI ~~ownership of~~transaction, the Company’s ~~shares~~assumed asan ofemployment ~~April~~contract ~~15,~~entered ~~2025,~~into ~~(unless~~on ~~otherwise~~February ~~noted)~~28, by2020, ~~(i)~~between the ~~each~~Company ~~person~~and ~~known~~Mr. byConway (the ~~Company~~“Employment toAgreement”). ~~own~~Pursuant ~~beneficially more~~to ~~than~~the 5%terms of the ~~outstanding~~Employment ~~shares~~Agreement, ~~(ii)~~Mr. ~~each~~Conway ~~director~~received an ~~and~~initial ~~director~~annual ~~nominee~~salary of ~~the Company~~$120,000, ~~(iii)~~for ~~each~~his ~~executive~~position ~~officer~~of CEO of the Company ~~named~~, inpayable ~~the~~monthly. ~~Summary~~Pursuant ~~Compensation~~to ~~Table (~~the ~~“Named Executive Officers” or “NEOs”)~~contract, ~~and~~Mr. ~~(iv)~~Conway ~~all executive officers~~was ~~and~~issued ~~directors~~2,500 ~~of the Company as a group. The table includes~~ shares ~~that~~of ~~may~~Series beC ~~acquired~~Preferred ~~within~~Stock, 60and ~~days~~on ofAugust ~~April 15~~28, ~~2025~~2020, ~~upon~~Mr. ~~the~~Conway ~~exercise of~~was ~~stock~~issued ~~options~~1,333 byshares ~~employees~~of orSeries ~~outside~~D ~~directors~~Preferred stock and 500 shares of ~~restricted~~Series ~~stock~~E Preferred Stock.

~~Unless~~Effective January ~~otherwise~~1, ~~indicated~~2022, ~~each~~the ofCompany entered into an employment agreement with Mr. Conway. Pursuant to the ~~persons~~agreement, orMr. Conway received a $250,000 ~~entities~~contract ~~listed~~renewal ~~below~~bonus ~~exercises~~and ~~sole~~receives ~~voting~~annual compensation of $240,000 from the Company and ~~dispositive~~will ~~power~~also ~~over~~be eligible to receive bonuses and equity grants at the ~~shares~~discretion ~~that~~of ~~each~~the BOD. The Company also agreed to compensate Mr. Conway for services provided directly to any of the ~~them~~Company’s ~~beneficially~~subsidiaries. ~~owns~~Currently, the subsidiaries of Ozop Capital, OES and OED, each compensates Mr. Conway $20,000 per month.

~~For~~Other than the ~~beneficial~~foregoing, ~~ownership~~currently, ofwe ~~the~~do ~~stockholders~~not ~~owning 5%~~have any written employment agreement or ~~more~~other offormal compensation agreements with our officers and directors. Compensation arrangements are the ~~shares~~subject of ongoing development, ~~the~~and ~~Company~~we ~~relied~~will onmake ~~publicly~~appropriate ~~available~~additional ~~filings~~disclosures as ~~and~~they ~~representations~~are offurther ~~the~~developed ~~stockholders~~and formalized.

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	%

DIRECTOR COMPENSATION

~~(1) Percentages are based on 8,450,615,922 shares~~Director ofCompensation 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.Policies

~~(2)~~We have ~~Includes~~not ~~1,333~~compensated ~~shares~~our ofdirectors ~~Series~~for Dtheir ~~Preferred~~service ~~Stock convertible~~on ~~into~~our 3Board from our inception through December 31,~~697,375,610~~ ~~shares~~2025. ofThere ~~common~~are ~~stock~~no arrangements currently in place pursuant to which directors will be compensated in the future for any services provided as a director.

~~Item 13~~ITEM 12. ~~Certain~~SECURITY ~~Relationships~~OWNERSHIP ~~and~~OF ~~Related~~CERTAIN ~~Transactions~~BENEFICIAL OWNERS AND MANAGEMENT

~~For~~The following table shows the ~~years~~beneficial ~~ended~~ownership ~~December~~of 31the Company’s shares as of May 14, ~~2024~~2026, ~~and~~(unless ~~2023,~~otherwise ~~the~~noted) by (i) each ~~Company~~person ~~recorded~~known ~~expenses~~by the Company to ~~its~~own ~~officers~~beneficially more than 5% of ~~$960~~the outstanding shares,~~000~~ ~~respectively.~~(ii) Aseach ofdirector ~~December~~and 31director nominee of the Company, ~~2024~~(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 ~~owes~~as Mra group. ~~Conway~~The $table includes shares that may be acquired within 60 days of May 14,~~000~~ ~~for~~2026, ~~unpaid management~~upon ~~fees~~the exercise of stock options by employees or outside directors and shares of restricted stock.

~~Item~~Unless otherwise ~~14.~~indicated, ~~Principal~~each ~~Accountant~~of ~~Fees~~the persons or entities listed below exercises sole voting and ~~Services~~dispositive power over the shares that each of them beneficially owns.

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 2023.24

	2024		2023
Audit Fees(1)	$	138,500	$	125,000
Total Fees	$	138,500	$	125,000

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.

(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.

Name and Title:	Class of Security	Amount of beneficial ownership		Percent of Class (1)
Executive Officers and Directors:

Brian P Conway, CEO and Director (2)	Common Stock		1,961,943		30.4	%
	Series C Preferred Stock		2,500		100.0	%
	Series D Preferred Stock		1,333		99.9	%

21(1) Percentages are based on 4,484,160 post reverse split shares of the Company’s common stock, 2,500 shares of Series C Preferred Stock and 1,334 shares of Series D Preferred stock issued and outstanding as of May 14, 2026. The voting rights associated with the Series C Preferred Stock in the aggregate are equal to 67% of the total vote. Series C Preferred Stock has no conversion rights. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock multiplied by the number of Series D shares being converted. Series D Preferred Stock has no voting rights.

~~PART~~(2) Includes IV1,333 shares of Series D Preferred Stock convertible into 1,961,943 post reverse split shares of common stock.

Item 15 13. ~~Exhibits,~~Certain ~~Financial~~Relationships ~~Statement~~and ~~Schedules~~Related Transactions

(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).

For the years ended December 31, 2025, and 2024, the Company recorded expenses to its officers of $960,000 respectively. As of December 31, 2025, the Company owes Mr. Conway $281,600 for unpaid management fees.

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).

During the year ended December 31, 2025, the Company sold its building to an entity controlled by Mr. Conway. The sale price was $600,000 and the Company received $100,000 in cash and Mr. Conway forgave $500,000 of related party accrued and unpaid management fees owed. The Company recorded a gain on the sale of the building to a related party of $86,250, which is included in the Statement of Operations for the year ended December 31, 2025 (see Note 4). After the building was sold to the related party, the Company leased back the building from the same related party in September 2025 for a three-year lease with a monthly lease payment of $5,000 beginning on September 1, 2026, which was accounted for as a sale and leaseback transaction (see Note 12).

22Item 14. Principal Accountant Fees and Services

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

The following is a summary of the fees billed to us by Prager Metis CPAs, LLC, our independent registered public accounting firm, for professional services rendered for the fiscal years ended December 31, 2025, and 2024.

101.INS*	Inline XBRL Instance Document
	2025		2024
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
Audit Fees(1)	$	142,000	$	138,500
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
Total Fees	$	142,000	$	138,500
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)

*(1) ~~Filed~~Audit ~~herewith~~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.

~~+ Management contract or compensatory plan or arrangement.~~25

~~ITEM 16. FORM 10-K SUMMARY~~PART IV

~~Not applicable~~Item 15. Exhibits, Financial Statement Schedules

(a)	1.	Financial Statements

		The financial statements and Reports of Independent Registered Public Accounting Firms are listed in the “Index to Financial Statements and Schedules” on page F-1 and included on pages F-2 to F-35.

	2.	Financial Statement Schedules

		All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.

	3.	Exhibits (including those incorporated by reference).

Signatures

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).

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.26

Ozop Energy Solutions, Inc.
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).
By:	/s/ Brian P. Conway
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).
	Brian P. Conway
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).
	Chief Executive Officer
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).
Date:	April 15, 2025
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

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.

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)

Signature		Title		Date
/s/ Brian P. Conway Brian P. Conway		Chairman and Chief Executive Officer (principal executive officer)		April 15, 2025

*	Filed herewith.
+	Management contract or compensatory plan or arrangement.

24ITEM 16. FORM 10-K SUMMARY

~~OZOP ENERGY SOLUTIONS, INC~~Not applicable.

~~COSOLIDATED FINANCIAL STATEMENTS~~27

~~Table of Contents~~Signatures

	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

Ozop Energy Solutions, Inc.

By:	/s/ Brian P. Conway
	Brian P. Conway
	Chief Executive Officer

Date:	May 14, 2026

~~REPORT~~Pursuant to OFthe ~~INDEPENDENT~~requirements ~~REGISTERED~~of ~~PUBLIC~~the ~~ACCOUNTING~~Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the ~~FIRM~~registrant and in the capacities and on the dates indicated.

To the Board of Directors and Stockholders of

Signature	Title	Date

/s/ Brian P. Conway	Chairman and Chief Executive Officer (principal executive officer)	May 14, 2026
Brian P. Conway

~~Ozop Energy Solutions, Inc.~~28

~~Opinion~~OZOP onENERGY ~~the~~SOLUTIONS, ~~Consolidated Financial Statements~~INC.

WeCOSOLIDATED ~~have~~FINANCIAL 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.STATEMENTS

~~Going~~Table ~~Concern~~of Contents

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.

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID # 273)	F-2

Consolidated Balance Sheets as of December 31, 2025, and 2024	F-3

Consolidated Statements of Operations for the years ended December 31, 2025, and 2024	F-4

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025, and 2024	F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2025, and 2024	F-7

Notes to Consolidated Financial Statements	F-8

~~Basis for Opinion~~F-1

~~These~~REPORT ~~consolidated~~OF ~~financial~~INDEPENDENT ~~statements~~REGISTERED ~~are~~PUBLIC ~~the~~ACCOUNTING 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.FIRM

WeTo ~~conducted our audits in accordance with~~ the ~~standards~~Board of ~~the~~Directors ~~PCAOB. Those standards require that we plan~~ and ~~perform~~Stockholders ~~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~~Ozop ~~audits~~Energy ~~included performing procedures to assess the risks of material misstatement of the consolidated financial statements~~Solutions, ~~whether due to error or fraud, and performing procedures that respond to those risks~~Inc. 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~~Opinion ~~Audit~~on ~~Matter~~the Consolidated Financial Statements

~~Critical~~We ~~audit~~have ~~matters~~audited ~~are~~the ~~matters~~accompanying ~~arising~~consolidated ~~from~~balance ~~the~~sheets ~~current~~of ~~period~~Ozop ~~audit~~Energy Solutions, Inc. (the “Company”) as of December 31, 2025, and 2024, and the ~~financial~~related consolidated statements ~~that~~of ~~were~~operations, ~~communicated~~stockholders’ ordeficit, ~~required~~and tocash ~~be communicated~~flows tofor the ~~audit~~years ~~committee~~ended December 31, 2025 and ~~that~~2024, and the related notes (1)collectively ~~relate~~referred to ~~accounts~~as orthe ~~disclosures~~consolidated ~~that~~financial ~~are~~statements). ~~material~~In toour opinion, the consolidated financial statements ~~and (2)~~present ~~involved~~fairly, ~~our~~in ~~especially~~all ~~challenging~~material respects, ~~subjective~~the consolidated financial position of the Company as of December 31, or2025, ~~complex~~and ~~judgments.~~2024, Weand ~~determined~~the ~~that~~results ~~there~~of ~~were~~its nooperations ~~critical~~and ~~audit~~its ~~matters~~cash flows for the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the ~~current~~United ~~period~~States of America.

~~/s/~~Going ~~Prager Metis CPAs LLC~~Concern

WeThe accompanying financial statements have ~~served~~been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the consolidated financial statements, as of December 31, 2025, the Company had an accumulated deficit of $233,581,184 and a working capital deficit of $39,740,819. As of December 31, 2025, the Company was in default of $18,714,423 plus accrued interest on debt instruments due to non-payment upon maturity dates or failure to comply with the loan’s ~~auditor~~contractual ~~since~~payment ~~2018~~terms. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the accompanying consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Hackensack,~~Basis ~~New~~for ~~Jersey~~Opinion

~~April~~These ~~15,~~consolidated ~~2025~~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.

~~F-2~~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.

~~OZOP~~Our audits ~~ENERGY~~included ~~SOLUTIONS~~performing procedures to assess the risks of material misstatement of the consolidated financial statements, ~~INC~~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.

~~CONSOLIDATED~~Critical Audit ~~BALANCE SHEETS~~Matter

	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

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.

~~The~~/s/ Prager ~~accompanying~~Metis ~~notes~~CPAs, ~~are an integral part of these consolidated financial statements.~~LLC

~~F-3~~We have served as the Company’s auditor since 2018

~~OZOP ENERGY SOLUTIONS~~Hackensack, New ~~INC.~~Jersey

~~CONSOLIDATED~~May 14, ~~STATEMENTS OF OPERATIONS~~2026

	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

F-2

~~The accompanying notes are an integral part of these~~OZOP ~~consolidated~~ENERGY ~~financial~~SOLUTIONS, ~~statements~~INC.

~~F-4~~CONSOLIDATED BALANCE SHEETS

OZOP ENERGY SOLUTIONS, INC.

	December 31,			December 31,
	2025			2024
ASSETS
Current Assets
Cash	$	266,431		$	797,139
Prepaid expenses		32,058			64,851
Accounts receivable		21,579			80,003
Inventory		117,680			10,673
Total Current Assets		437,748			952,666

Operating lease right-of-use asset, net		161,677			226,692
Note receivable, related party		150,000			-
Property and equipment, net		10,709			561,399
Other assets		13,408			13,408
TOTAL ASSETS	$	773,542		$	1,754,165

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accounts payable and accrued expenses	$	12,854,975		$	10,947,676
Related party liabilities		281,600			60,000
Convertible notes payable, net of discounts		2,748,505			25,000
Current portion of notes payable, net of discounts		18,448,173			20,241,164
Derivative liabilities		4,193,434			210,493
Operating lease liability, current portion		84,644			163,727
Deferred liability		532,425			502,610
Liabilities of discontinued operations		1,034,811			1,034,811
Total Current Liabilities		40,178,567			33,185,481

Long Term Liabilities
Operating lease liability, net of current portion		93,728			72,662
TOTAL LIABILITIES		40,272,295			33,258,143

COMMITMENTS AND CONTINGENCIES		-			-

Stockholders’ Deficit
Preferred stock (10,000,000 shares authorized, par value $0.001)
Series C Preferred Stock (50,000 shares authorized and 2,500 shares issued and outstanding, par value $0.001)		3			3
Series D Preferred Stock (4,570 shares authorized and 1,334 shares issued and outstanding, par value $0.001)		1			1
Series E Preferred Stock (3,000 shares authorized, -0- shares issued and outstanding, par value $0.001)		-			-
Preferred Stock value		-			-
Common stock (25,990,000,000 shares authorized, par value $0.001; 2,665,555 and 1,417,204 shares issued and outstanding as of December 31, 2025 and 2024, respectively)*		2,665			1,417
Treasury stock, at cost, 47,500 shares of Series C Preferred Stock and 18,667 shares of Series D Preferred Stock		(11,249,934	)		(11,249,934	)
Common stock to be issued; 128 shares*		-			-
Additional paid in capital *		206,114,473			205,397,953
Accumulated deficit		(233,581,184	)		(224,868,641	)
Total Ozop Energy Solutions, Inc. stockholders’ deficit		(38,713,976	)		(30,719,201	)
Noncontrolling interest		(784,777	)		(784,777	)
TOTAL STOCKHOLDERS’ DEFICIT		(39,498,753	)		(31,503,978	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	773,542		$	1,754,165

~~CONSOLIDATED~~* ~~STATEMENT~~Retroactively OFrestated ~~STOCKHOLDERS’~~for ~~DEFICIT~~five thousand-for-one share consolidation on January 21, 2026.

~~FOR~~The accompanying ~~THE~~notes ~~YEAR~~are ~~ENDED~~an ~~DECEMBER~~integral ~~31,~~part ~~2024~~of these consolidated financial statements.

	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	)

F-3

~~The accompanying notes are an integral part of these~~OZOP ~~consolidated~~ENERGY ~~financial~~SOLUTIONS, ~~statements~~INC.

~~F-5~~ CONSOLIDATED STATEMENTS OF OPERATIONS

OZOP ENERGY SOLUTIONS, INC.

	2025			2024
	For the Year Ended December 31,
	2025			2024
Revenue	$	307,421		$	1,342,653
Cost of revenue		220,765			1,187,180
Gross profit		86,656			155,473

Operating expenses:
General and administrative, related parties		960,000			960,000
General and administrative, other		2,098,483			2,659,155
Total operating expenses		3,058,483			3,619,155

Loss from continuing operations		(2,971,827	)		(3,463,682	)

Other (income) expenses:
Interest expense		4,205,938			4,014,997
Loss (gain) on change in fair value of derivatives		1,621,028			(1,005,585	)
Gain on litigation settlement		-			(271,360	)
Gain on sale of building to a related party		(86,250	)		-
Total Other Expenses		5,740,716			2,738,052

Loss from continuing operations before income taxes		(8,712,543	)		(6,201,734	)
Income tax provision		-			-
Net loss from continuing operations		(8,712,543	)		(6,201,734	)
Discontinued Operations:
Income from discontinued operations, net of tax		-			3,573
Net loss	$	(8,712,543	)	$	(6,198,161	)

Loss from continuing operations per share of common stock basic and fully diluted*	$	(4.44	)	$	(4.89	)
Income from discontinued operations per share of common stock basic and fully diluted*	$	0.00		$	0.00
Loss per share basic and fully diluted*	$	(4.44	)	$	(4.88	)

Weighted average shares outstanding basic and diluted*		1,960,377			1,269,152

~~CONSOLIDATED~~* ~~STATEMENT~~Retroactively OFrestated ~~STOCKHOLDERS’~~for ~~DEFICIT~~five thousand-for-one share consolidation on January 21, 2026.

~~FOR~~The accompanying ~~THE~~notes ~~YEAR~~are ~~ENDED~~an ~~DECEMBER~~integral ~~31,~~part ~~2023~~of these consolidated financial statements.

																												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	)

F-4

~~The accompanying notes are an integral part~~OZOP ofENERGY ~~these~~SOLUTIONS, ~~consolidated financial statements~~INC.

~~F-6~~CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

~~OZOP~~FOR THE ~~ENERGY~~YEAR ~~SOLUTIONS~~ENDED DECEMBER 31, ~~INC.~~2025

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Shares*		Amount*		Shares		Amount		Shares		Amount		Shares*		Amount*		Stock			Capital*		Deficit			Interest			(Deficit)
	Common stock to be issued				Series C Preferred Stock				Series D Preferred Stock				Common Stock				Treasury			Additional Paid-in		Accumulated			Noncontrolling			Total Stockholders’ Equity
	Shares*		Amount*		Shares		Amount		Shares		Amount		Shares*		Amount*		Stock			Capital*		Deficit			Interest			(Deficit)
Balances January 1, 2025		128	$	-		2,500	$	3		1,334	$	1		1,417,204	$	1,417	$	(11,249,934	)	$	205,397,953	$	(224,868,641	)	$	(784,777	)	$	(31,503,978	)

Issuance of shares of common stock sold, net of issuance costs of $27,005		-		-		-		-		-		-		496,163		496		-			391,672		-			-			392,168

Issuance of common stock for services		-		-		-		-		-		-		40,000		40		-			39,960		-			-			40,000

Issuance of common stock for accrued interest and fees		-		-		-		-		-		-		512,188		512		-			131,169		-			-			131,681

Issuance of common stock for conversion of convertible notes		-		-		-		-		-		-		200,000		200		-			153,719		-			-			153,919

Net loss		-		-		-		-		-		-		-		-		-			-		(8,712,543	)		-			(8,712,543	)
Balances December 31, 2025		128	$	-		2,500	$	3		1,334	$	1		2,665,555	$	2,665	$	(11,249,934	)	$	206,114,473	$	(233,581,184	)	$	(784,777	)	$	(39,498,753	)

	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	$	-		$	-

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

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

F-75

OZOP ENERGY SOLUTIONS, INC.

~~Notes~~CONSOLIDATED STATEMENT toOF ~~Consolidated~~STOCKHOLDERS’ ~~Financial Statements~~DEFICIT

~~December~~FOR THE YEAR ENDED DECEMBER 31, 2024

NOTE 1 - ORGANIZATION

	Shares*		Amount*		Shares		Amount		Shares		Amount		Shares*		Amount*		Stock			Capital*		Deficit			Interest			(Deficit)
	Common stock to be issued				Series C Preferred Stock				Series D Preferred Stock				Common Stock				Treasury			Additional Paid-in		Accumulated			Noncontrolling			Total Stockholders’ Equity
	Shares*		Amount*		Shares		Amount		Shares		Amount		Shares*		Amount*		Stock			Capital*		Deficit			Interest			(Deficit)
Balances January 1, 2024		128	$	-		2,500	$	3		1,334	$	1		1,096,303	$	1,096	$	(11,249,934	)	$	204,185,904	$	(218,670,480	)	$	(784,777	)	$	(26,518,187	)
Balance		128	$	-		2,500	$	3		1,334	$	1		1,096,303	$	1,096	$	(11,249,934	)	$	204,185,904	$	(218,670,480	)	$	(784,777	)	$	(26,518,187	)

Issuance of shares of common stock sold, net of issuance costs of $43,569		-		-		-		-		-		-		320,901		321		-			1,212,049		-			-			1,212,370

Net loss		-		-		-		-		-		-		-		-		-			-		(6,198,161	)		-			(6,198,161	)
Balances December 31, 2024		128	$	-		2,500	$	3		1,334	$	1		1,417,204	$	1,417	$	(11,249,934	)	$	205,397,953	$	(224,868,641	)	$	(784,777	)	$	(31,503,978	)
Balance		128	$	-		2,500	$	3		1,334	$	1		1,417,204	$	1,417	$	(11,249,934	)	$	205,397,953	$	(224,868,641	)	$	(784,777	)	$	(31,503,978	)

~~Business~~* Retroactively restated for five thousand-for-one share consolidation on January 21, 2026.

~~Ozop Energy Solutions, Inc. (the” Company,”~~The ~~“we,”~~accompanying ~~“us”~~notes orare ~~“our”)~~an ~~was~~integral ~~originally~~part ~~incorporated as Newmarkt Corp. on July 17, 2015, under the laws~~ of ~~the~~these ~~State~~consolidated offinancial ~~Nevada~~statements.

~~On October 29, 2020, the~~OZOP ~~Company~~ENERGY ~~formed a new wholly owned subsidiary~~SOLUTIONS, ~~Ozop Surgical Name Change Subsidiary, Inc~~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~~CONSOLIDATED ~~Systems,~~STATEMENTS ~~Inc.~~OF ~~(“OES”),~~CASH ~~a Nevada corporation and a wholly owned subsidiary of the Company. OES was formed to be a manufacturer and distributor of renewable energy products.~~FLOWS

	2025			2024
	For the Year Ended December 31,
	2025			2024
Cash flows from operating activities:
Net loss from continuing operations	$	(8,712,543	)	$	(6,201,734	)
Net income from discontinued operations		-			3,573
Net loss		(8,712,543	)		(6,198,161	)
Adjustments to reconcile net loss to net cash used in operating activities
Non-cash interest expense		1,166,614			1,119,461
Amortization and depreciation		208,553			214,372
Loss (gain) on fair value change of derivatives		1,621,028			(1,005,585	)
Inventory write down		-			134,025
Gain on sale of building to a related party		(86,250	)		-
Stock compensation expense		40,000			-
Changes in operating assets and liabilities:
Accounts receivable		58,424			88,767
Inventory		(107,007	)		945,281
Prepaid expenses		32,792			10,251
Accounts payable and accrued expenses		3,395,713			2,920,894
Related party liabilities		721,600			60,000
Deferred revenue		29,815			12,115
Operating lease liabilities		(161,125	)		(147,993	)
Net cash used in continuing operations		(1,792,386	)		(1,846,573	)
Net cash used in discontinued operations		-			(3,573	)
Net cash used in operating activities		(1,792,386	)		(1,850,146	)

Cash flows from investing activities:
Purchase of office and computer equipment		(3,490	)		(11,114	)
Loan to a related party in exchange for a promissory note receivable		(150,000	)		-
Proceeds from sale of building to a related party		100,000			-
Net cash used in investing activities		(53,490	)		(11,114	)

Cash flows from financing activities:
Proceeds from sale of common stock, net of costs		392,168			1,212,370
Proceeds from issuances of convertible notes payable, net		573,000			-
Proceeds from issuances of promissory notes payable, net		350,000			-
Net cash provided by financing activities		1,315,168			1,212,370

Net decrease in cash		(530,708	)		(648,890	)

Cash, Beginning of year		797,139			1,446,029

Cash, End of year	$	266,431		$	797,139

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Schedule of non-cash Investing or Financing Activity:
Right-of-use assets obtained in exchange for operating lease obligations	$	103,107		$	-
Forgiveness of related party liabilities for sale of building to a related party	$	500,000		$	-
Common stock issued for convertible note payable	$	153,919		$	-
Common stock issued for accrued interest	$	131,681		$	-
Convertible note in exchange for promissory note and accrued interest	$	3,558,229		$	-
Debt discount related to derivative liability	$	2,415,831		$	-

~~On October 29, 2021, EV Insurance Company, Inc. (“EVCO”)~~The ~~was~~accompanying ~~formed~~notes asare aan ~~captive~~integral ~~insurance~~part ~~company in the State~~ of ~~Delaware.~~these ~~EVCO~~consolidated isfinancial ~~a wholly owned subsidiary of Ozop Capital~~statements. ~~On January 7, 2022, EVCO filed with New Castle County, Delaware DBA OZOP Plus.~~

~~On June 11, 2024, the Company formed Automated Room~~NOTE ~~Controls,~~1 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.~~ORGANIZATION

~~NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS~~Business

~~The accompanying consolidated financial statements~~Ozop ~~have~~Energy ~~been prepared on a going concern basis~~Solutions, ~~which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business~~Inc. ~~As of December 31, 2024,~~ (the” Company ~~had an accumulated deficit of $224~~,~~868,641~~” ~~and a working capital deficit of $32~~“we,~~232,815. As~~” of“us” ~~December~~or ~~31,~~“our”) ~~2024, the Company~~ was inoriginally ~~default of $19,925,000 plus accrued interest on debt instruments due to non-payment upon maturity~~incorporated ~~dates. These factors, among others, raise substantial doubt about the ability of the Company to continue~~ as aNewmarkt ~~going concern for one year from the date of the issuance of these financial statements~~Corp. ~~The accompanying financial statements do not include any adjustments to reflect the possible future effects~~ on ~~the~~July ~~recoverability~~17, ~~and~~2015, ~~classification~~under ~~of assets or~~ the ~~amounts~~laws ~~and classification~~ of ~~liabilities that may result from~~ the ~~possible~~State ~~inability~~ of ~~the Company to continue as a going concern~~Nevada.

~~F-8~~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.

~~Management~~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 ~~Plans~~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.”

AsOn December a11, ~~public company~~2020, ~~Management~~the ~~believes~~Company itformed ~~will~~Ozop ~~be able~~Energy toSystems, ~~access~~Inc. ~~the~~(“OES”), ~~public~~a ~~equities~~Nevada ~~market~~corporation ~~for~~and ~~fund~~a ~~raising~~wholly ~~for~~owned ~~product~~subsidiary of ~~development,~~the ~~sales~~Company. ~~and~~OES ~~marketing~~was ~~and~~formed ~~inventory~~to ~~requirements~~be ~~as we~~a ~~expand~~manufacturer ~~our~~and ~~distribution~~distributor inof ~~the~~renewable ~~U.S.~~energy ~~market~~products.

On August ~~May 2~~19, ~~2023~~2021, the Company ~~entered~~formed ~~into~~Ozop anCapital ~~Equity Financing~~Partners, ~~Agreement~~Inc. (~~the~~ “~~Financing~~Ozop ~~Agreement~~Capital”) ~~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~~Delaware ~~statement~~corporation ~~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~~a ~~will~~wholly ~~be obligated to purchase shares of our common stock based on the investment amount specified~~owned insubsidiary ~~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~~Brian ~~stock~~Conway ~~during~~was ~~the~~appointed ~~ten (10) trading days preceding the put, so long~~ as ~~such amount does not exceed 4.99% of~~ the ~~outstanding~~sole ~~shares~~officer ~~of the Company. Pursuant to the Financing Agreement, GHS~~ and ~~its~~director ~~affiliates~~of ~~will~~Ozop ~~not~~Capital ~~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~~voting ~~an aggregate~~control 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~~Ozop ~~stock and received $1,230,043 net of offering costs~~Capital. ~~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 October ~~January 26~~29, ~~2024~~2021, ~~the~~EV Insurance Company, ~~receive~~Inc. ~~a Notice of Effectiveness for the sale of up to One Billion~~ (~~1,000,000,000~~“EVCO”) ~~shares~~was offormed ~~the~~as ~~Company’s~~a ~~common~~captive ~~stock~~insurance tocompany ~~GHS,~~in ~~pursuant to~~ the ~~May~~ 2,State ~~2023,~~of ~~Financing Agreement and Registration Rights Agreement~~Delaware. EVCO ~~The~~is ~~terms~~a ~~and~~wholly ~~conditions~~owned ~~are~~subsidiary ~~similar to the terms and conditions~~ of ~~the~~ ~~July~~Ozop ~~19, 2023, registration statement~~Capital. ~~During~~On ~~the~~January ~~year ended December 31~~7, ~~2024~~2022, ~~the~~EVCO ~~Company~~filed ~~sold~~with toNew ~~GHS~~Castle 1County,~~000,000,000~~ ~~shares~~Delaware ofDBA ~~common stock~~OZOP ~~and received $760,160, net of offering costs~~Plus.

On February ~~July 30~~25, ~~2024~~2022, the Company ~~receive~~formed aOzop ~~Notice~~Engineering ~~of Effectiveness~~and ~~for~~Design, ~~the~~Inc. ~~sale~~(“OED”) ofa upNevada tocorporation, ~~Two~~as ~~Billion~~a ~~(2,000,000,000)~~wholly ~~shares~~owned subsidiary of the Company’s. ~~common~~OED ~~stock~~was formed to ~~GHS,~~become ~~pursuant~~a topremier ~~the~~engineering ~~May 2,~~and ~~2023,~~lighting ~~Financing~~control ~~Agreement~~design ~~and~~firm. ~~Registration~~OED ~~Rights~~offers ~~Agreement.~~product ~~The~~and ~~terms~~design support for lighting and ~~conditions~~solar ~~are~~projects ~~similar~~with toa ~~the~~focus ~~terms~~on fast lead times and ~~conditions~~technical ofsupport. ~~the July~~OED ~~19,~~and ~~2023,~~our ~~registration~~partners ~~statement.~~are ~~During~~able ~~the~~to ~~year~~offer ~~ended~~the ~~December~~resources needed ~~31,~~for ~~2024~~lighting, ~~the~~solar ~~Company~~and ~~sold~~electrical todesign ~~GHS~~projects. ~~457,990,649~~OED ~~shares~~will ofprovide ~~common~~customers ~~stock and~~systems ~~received~~to ~~$280,094,~~coordinate ~~net~~the understanding of ~~offering~~electrical usage ~~costs.~~with ~~From~~the ~~January~~relationship 1,between ~~2025,~~lighting ~~through~~design ~~April~~and ~~15,~~lighting ~~2025~~controls, ~~the~~by ~~Company~~developing ~~sold~~more ~~GHS~~efficient ~~1,364,594,180~~ecofriendly ~~shares of~~designs. ~~common~~We ~~stock~~work with ~~for~~architects, ~~proceeds~~engineers, offacility ~~$295~~managers,~~965~~ ~~net~~electrical ofcontractors ~~offering~~and ~~costs~~engineers.

~~OES~~On June ~~operates~~11, in2024, the ~~renewable,~~Company ~~electric~~formed ~~vehicle~~Automated Room Controls, Inc. (“EVARC”) a Nevada corporation, as a wholly owned subsidiary ~~energy~~of ~~storage~~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 ~~energy~~lighting ~~resiliency~~control ~~sectors~~experts. We ~~are~~believe ~~engaged~~that ineasy ~~multiple~~deployment and ~~business~~creative ~~lines~~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 ~~include~~simplifies ~~project~~complex ~~development~~control asneeds, ~~well~~ensuring asseamless ~~equipment~~integration and ~~distribution~~exceptional performance.

~~Equipment Distributor: In April 2021, the Company signed a five~~F-~~year5 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:~~Reverse ~~The~~Stock 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 NeoVoltTM 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.Split

~~The~~On January 16, 2026, the Company ~~has~~filed ~~developed~~ a ~~business~~Certificate ~~plan~~of ~~for~~Amendment ~~NeoVolt™,~~to athe ~~scalable~~Certificate ~~battery~~of ~~storage~~Incorporation ~~solution~~of ~~that~~the ~~aims~~Company towith ~~relieve~~ the ~~stress~~Nevada onSecretary of ~~existing~~State ~~grid~~to ~~infrastructure by~~effect ~~providing~~a ~~distributed~~reverse ~~energy~~stock ~~storage~~split at a 1-for-5,000 ratio. ~~With~~On January 21, 2026 (the ~~first~~“Effective ~~stage~~Time”), every 5,000 shares of ~~engineered~~issued ~~technical~~and ~~drawings~~outstanding ~~completed~~Common Stock automatically combined into one issued share of common stock, wewith ~~are~~no ~~advancing~~change toin ~~stage~~par ~~two~~value. ~~and~~No ~~preparing~~fractional toshares ~~construct~~were issued as a result of the ~~initial~~Reverse ~~prototype~~Stock orSplit. ~~proof~~Instead of ~~concept~~issuing ~~(PoC)~~fractional shares, the Company rounded shares up or down to the nearest whole number as determined by DTC at the participant level. ~~NeoVolt™~~The isReverse ~~designed~~Stock ~~with~~Split ~~advanced~~did ~~features,~~not ~~including~~modify any voting ~~automatic~~rights ~~adoption~~or other terms of ~~connected~~the ~~devices~~Common ~~and~~Stock. ~~dynamic~~The ~~load~~Company’s ~~balancing~~Common ~~through~~Stock abegan ~~master-slave~~trading ~~configuration.~~on ~~These~~a ~~capabilities~~reverse ~~enable~~stock ~~NeoVolt™ to~~split-adjusted ~~seamlessly~~basis ~~integrate~~at the ~~with~~open ~~and~~of ~~manage~~the ~~energy~~markets ~~flows~~on ~~across~~February ~~multiple~~21, ~~devices~~2026. ~~Furthermore~~As a result, the ~~PoC~~number isof ~~contingent~~shares ~~upon~~of ~~recent~~Common ~~advancements in~~Stock EVoutstanding ~~charging~~was ~~and~~reduced ~~discharging~~from ~~standardizations~~13,327,772,635 shares ~~including~~to ~~on-board~~2,665,555 ~~inverters~~shares, ~~and~~exclusive ~~bi-directional~~of ~~capabilities~~58,309 towhole ~~ensure~~shares ~~compatibility~~issued for rounding up fractional shares (which were issued in January 2026), and ~~efficiency~~the innumber ~~both~~of ~~residential~~authorized ~~and~~shares ~~commercial~~of ~~applications~~Common Stock remains 25,990,000,000 shares.

~~OED~~Unless otherwise ~~specializes~~indicated, all issued and outstanding stock and per share amounts contained in ~~lighting~~the ~~commissioning~~accompanying ~~services.~~consolidated financial statements Onhave ~~September~~been ~~27,~~adjusted ~~2024,~~to ~~OED~~reflect ~~signed~~the an1-for-5,000 ~~agreement~~Reverse ~~with~~Stock ~~Leviton~~Split ~~Manufacturing~~for ~~Co,~~all ~~Inc~~prior periods presented., Proportionate adjustments were made to ~~serve~~the asexercise aprices ~~field~~and ~~service~~the ~~technician~~number ~~for~~of ~~their~~shares ~~advanced lighting~~underlying ~~control~~outstanding ~~systems~~warrants and any convertible instruments, as applicable.

~~F-9~~The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance, less the number of rounded whole shares issued for fractional shares. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding.

~~Ozop Plus markets vehicle service contracts (“VSC’s”)~~The ~~for~~following ~~electric~~table ~~vehicles~~illustrates ~~(EV’s)~~changes ~~that~~in ~~offer~~equity, ~~consumers~~as topreviously bereported ~~able~~prior to, ~~purchase additional months~~ and ~~miles~~as ~~above~~adjusted ~~the~~subsequent ~~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~~impact ~~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~~Reverse ~~into~~Stock anSplit ~~agreement~~retroactively ~~with~~adjusted ~~Empire~~for ~~Auto Protect (“Empire”). Under~~ the ~~agreement,~~periods ~~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.~~presented:

~~ARC~~ SCHEDULE isOF ~~developing~~CHANGES ~~products~~OF toEQUITY beTO anTHE ~~advanced~~IMPACT ~~lighting controls~~OF ~~system,~~REVERSE ~~intricately~~STOCK 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.SPLIT

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	As Previously Reported		Impact of Reverse Stock Split			As Revised
	December 31, 2024
	As Previously Reported		Impact of Reverse Stock Split			As Revised

Common stock - shares		7,086,021,742		(7,084,604,538	)		1,417,204
Common stock - amount	$	7,086,021	$	(7,084,604	)	$	1,417
Common stock to be issued - shares		637,755		(637,627	)		128
Common stock to be issued - amount	$	638	$	(638	)	$	-
Additional paid-in capital	$	198,312,711	$	7,085,242		$	205,397,953

Basis of Presentation

	As Previously Reported		Impact of Reverse Stock Split			As Revised
	December 31, 2023
	As Previously Reported		Impact of Reverse Stock Split			As Revised
Common stock - shares		5,481,513,400		(5,480,417,097	)		1,096,303
Common stock - amount	$	5,481,513	$	(5,480,417	)	$	1,096
Common stock to be issued - shares		637,755		(637,627	)		128
Common stock to be issued - amount	$	638	$	(638	)	$	-
Additional paid-in capital	$	198,704,849	$	5,481,055		$	204,185,904

The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“US GAAP”). The consolidated financial statements include the accounts of the Company and the Company’s wholly owned subsidiaries Ozop Energy Systems, Inc. (“OES”), Ozop Capital Partners, Inc. (“Ozop Capital”), Ozop Engineering and Design, Inc. (“OED), Automated Room Controls, Inc. (“ARC”), Power Conversion Technologies, Inc. (“PCTI”), Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”). All intercompany accounts and transactions have been eliminated in consolidation.F-9

~~Use~~The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of ~~Estimates~~the Reverse Stock Split retroactively adjusted for periods presented:

~~The~~ SCHEDULE ~~preparation~~OF ofCHANGE ~~financial~~IN ~~statements~~LOSS inPER ~~conformity with~~SHARE ~~accounting~~AND ~~principles~~WEIGHTED ~~generally~~AVERAGE 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.SHARES

Cash and Cash Equivalents

	As Previously Reported			Impact of Reverse Stock Split			As Revised
	Year ended December 31, 2024
	As Previously Reported			Impact of Reverse Stock Split			As Revised
Loss attributable to common shareholders	$	(6,198,161	)	$	—		$	(6,198,161	)
Weighted average shares used to compute basic and diluted EPS		6,345,758,683			(6,344,489,531	)		1,269,152
Loss from continuing operations per share - basic and diluted	$	(0.00	)	$	(4.89	)	$	(4.89	)
Income from discontinued operations per share - basic and diluted	$	0.00		$	-		$	0.00
Loss per share - basic and diluted	$	(0.00	)	$	(4.88	)	$	(4.88	)

The ~~Company considers all highly liquid investments~~ ~~with~~following anshares ~~original term~~ of ~~three~~common ~~months~~stock orexercisable 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~~issuable ~~issuers~~from ofoutstanding ~~these~~stock ~~investments~~warrants ~~to the extent the amounts on deposit or invested are in excess of amounts that are insured. Cash~~ and ~~cash~~convertible ~~equivalent~~instruments ~~balances~~were ~~may,~~not ~~at certain~~included ~~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~~computation as of ~~December~~diluted ~~31,~~shares ~~2024~~outstanding ~~and~~because ~~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~~effect ofwould ~~this~~be ~~major~~anti-dilutive: ~~financial institution, that the credit risk with regard to these deposits is not significant.~~

~~Sales~~ SCHEDULE ~~Concentration~~OF ~~and~~COMMON ~~credit~~STOCK ~~risk~~EXERCISABLE OR ISSUABLE FROM OUTSTANDING STOCK WARRANTS

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:

	As Previously Reported		Impact of Reverse Stock Split			As Revised
	December 31, 2024
	As Previously Reported		Impact of Reverse Stock Split			As Revised
Unexercised common stock purchase warrants		732,024,518		(731,878,113	)		146,405
Convertible preferred stock		10,629,032,613		(10,626,906,806	)		2,125,807
Convertible notes payable		128,575,444		(128,549,729	)		25,715
Promissory notes payable		1,225,410,959		(1,225,165,877	)		245,082

~~SCHEDULES~~NOTE 2 OF– ~~CONCENTRATION~~GOING OFCONCERN ~~RISK,~~AND BYMANAGEMENT’S ~~RISK FACTOR~~PLANS

	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	%	$	-

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2025, the Company had an accumulated deficit of $233,581,184 and a working capital deficit of $39,740,819. As of December 31, 2025, the Company was in default of $18,714,423 plus accrued interest on debt instruments due to non-payment upon maturity dates or failure to comply with the loan’s contractual payment terms. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for one year from the date of the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

~~F-10~~Management’s Plans

~~Accounts~~As a ~~Receivable~~public company, Management believes it will be able to access the public equities market for fund raising for product development, sales and marketing and inventory requirements as we expand our distribution in the U.S. market. Subsequent to December 31, 2025, the Company has received $290,000 in new promissory notes, and 215,000 in new convertible notes (See subsequent event footnote).

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.F-10

AsOn 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 ~~December~~the ~~31,~~Financing ~~2024~~Agreement, ~~two~~GHS ~~customers~~has ~~represented~~agreed to provide the ~~approximately~~Company ~~60%~~with ~~and~~up ~~22%~~to $10,000,000 ~~respectively~~of funding upon effectiveness of ~~our~~a ~~outstanding~~registration ~~accounts~~statement ~~receivable~~on Form S-1. AsPursuant to the effectiveness of the ~~December~~registration 31statement on July 19, 2023, ~~three~~the ~~customers~~Company ~~represented~~has ~~approximately~~the right to deliver puts to GHS and GHS will be obligated to purchase shares 42of 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, 32so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and ~~15%~~its affiliates will not be permitted to purchase, and ~~respectively~~the Company may not put shares of ~~our~~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 ~~accounts~~common ~~receivable~~stock. The price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS. No put will be made in an amount equaling less than $10,000 or greater than $750,000. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares. During the year ended December 31, 2024, the Company sold to GHS 29,304 post reverse split (146,517,693 prior to the reverse split) shares of common stock for proceeds of $172,117 net of offering costs.

~~Inventory~~On January 26, 2024, the Company receive a Notice of Effectiveness for the sale of up to 200,000 post reverse split (1,000,000,000 prior to the reverse split) shares of the Company’s common stock to GHS, pursuant to the May 2, 2023, Financing Agreement and Registration Rights Agreement. The terms and conditions are similar to the terms and conditions of the July 19, 2023, registration statement. During the year ended December 31, 2024, the Company sold to GHS 200,000 post reverse split (1,000,000,000 prior to the reverse split) shares of common stock and received $760,160, net of offering costs.

~~Inventories~~On July ~~are~~30, ~~valued~~2024, at the ~~lower~~Company ofreceive ~~cost~~a orNotice ~~net realizable~~of ~~value,~~Effectiveness ~~with~~for ~~cost determined on~~ the ~~first-in,~~sale ~~first-out~~of ~~basis.~~up ~~Inventory~~to ~~costs~~400,000 ~~consist~~post ofreverse ~~finished~~split ~~goods.~~(2,000,000,000 Inprior ~~evaluating the~~to ~~net~~the ~~realizable~~reverse ~~value~~split) shares of ~~inventory,~~the ~~management~~Company’s ~~also~~common ~~considers,~~stock ifto ~~applicable~~GHS, ~~other~~pursuant ~~factors,~~to ~~including~~the ~~known~~May ~~trends~~2, ~~market conditions~~2023, ~~currency~~ ~~exchange~~Financing ~~rates~~Agreement and ~~other~~Registration Rights ~~such issues~~Agreement. ~~Based~~The onterms ~~current~~and ~~market~~ conditions ~~related~~are tosimilar ~~solar panels including but not limited~~ to ~~reduced~~ ~~selling prices in~~ the ~~industry~~terms and ~~the~~conditions ~~abundance~~ of ~~inventory~~the ~~supply~~July in19, ~~the market~~2023, ~~management~~registration ~~determined~~statement. ~~that~~ During the ~~net~~year ~~realizable value~~ended ofDecember ~~certain~~31, of2024, the Company’s ~~inventory~~sold ~~required~~to aGHS ~~lower~~91,598 ofpost ~~cost~~reverse orsplit ~~market~~(457,990,649 ~~adjustment~~prior to the reverse split) shares of common ~~$134,025,~~stock and received $1280,~~495~~094,~~978,~~ ~~respectively, to~~net ~~the historical cost~~ of ~~inventory~~offering ~~purchases~~costs. ~~for~~During the ~~years~~year ended December 31, ~~2024~~2025, ~~and~~the ~~2023.~~Company ~~Finished~~sold ~~goods~~to ~~inventories~~GHS as272,919 ~~of December~~post ~~31,~~reverse ~~2024~~split (1,364,594,180 ~~and~~prior ~~2023,~~to ~~were~~the ~~$10,673~~reverse ~~and~~split) shares of common stock respectively for proceeds of $1295,~~089~~965,~~979,~~ ~~respectively~~net of offering costs.

~~Purchase~~On April ~~concentration~~11, 2025, the Company entered into an Equity Financing Agreement (the “2025 Financing Agreement”) and Registration Rights Agreement (the “2025 Registration Rights Agreement”) with GHS. Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $10,000,000 (the “Commitment Amount”) of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed three hundred percent (300%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the 2025 Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put iso GHS. No put will be made in an amount equaling less than $10,000 or greater than $1,000,000. Puts may be delivered by the Company to GHS until the earlier of thirty-six (36) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares. The Company also agreed to issue to the investor as an equity incentive shares (the “Commitment Shares”) equal to one quarter of one percent (0.25%) of the Commitment Amount, priced at a fixed price equaling ninety-five (95%) of the VWAP for the trading day preceding the execution of Agreements. This equates to $25,000, and as of the filing date of this quarterly report the shares have not been issued. On May 7, 2025, the Company receive a Notice of Effectiveness for the sale of up to 800,000 post reverse split (4,000,000,000 prior to the reverse split) shares of the Company’s common stock to GHS, pursuant to the April 11, 2025, Financing Agreement and Registration Rights Agreement. For the year ended December 31, 2025, the Company sold GHS 223,244 post reverse split (1,116,220,813 prior to the reverse split) shares of common stock for proceeds of $96,203, net of offering costs. Subsequent to December 31, 2025, the Company sold GHS 439,796 post reverse split shares of common stock for proceeds of $47,068 net of offering costs and $5,000 of note payables paid.

OES ~~purchases finished renewable energy products from~~ ~~its’~~operates ~~suppliers.~~in ~~For~~ the ~~year~~renewable, ~~ended~~electric ~~December~~vehicle 31(“EV”), ~~2024,~~energy ~~the~~storage ~~Company~~and ~~made~~energy noresiliency ~~purchases~~sectors. ~~For~~We ~~the~~are ~~year~~engaged ~~ended~~in ~~December~~multiple business ~~31,~~lines ~~2023,~~that ~~there was~~include ~~one~~project ~~supplier~~development ~~that~~as ~~accounted~~well ~~for~~as ~~100%~~equipment distribution.

~~Property, plant, and equipment~~F-11

~~Property~~Equipment Distributor: ~~and~~In ~~equipment~~April ~~are~~2021, ~~stated~~the atCompany ~~cost~~signed a 5five-year lease (beginning June 1, ~~and~~2021) ~~depreciation~~of approximately 8,100 SF in California, isfor ~~provided~~office byand ~~use~~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 ~~straight-line~~Sublease ~~method~~for ~~over~~a Single Subleasee Agreement (the ~~estimated~~“Sublease”) ~~useful~~with ~~lives~~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 ~~assets~~Company’s lease obligations through May 31, 2026, the lease termination date.

Modular Energy Distribution System: The ~~Company~~NeoVolt™ ~~reviews~~System ~~property~~comprises ~~and~~the ~~equipment~~design ~~for~~engineering, ~~potential~~installation, and operational ~~impairment~~methodologies ~~whenever~~as ~~events~~well oras ~~changes~~the infinancial ~~circumstances~~arbitrage ~~indicate~~of ~~that~~how we produce, capture and distribute electrical energy for the ~~carrying~~EV ~~amounts~~markets. ofOur NeoVoltTM ~~assets~~System ~~may~~offers ~~not~~(1) charging locations that can be ~~recoverable.~~installed ~~The~~with ~~estimated useful~~reduced ~~lives~~delays, ofrestricted ~~property~~areas or load limits and ~~equipment~~(2) EV charger electricity that is asproduced ~~follows:~~from renewable sources claiming little to no carbon footprint.

~~SCHEDULE~~The Company OFhas ~~USEFUL~~developed ~~LIFE~~a OFbusiness ~~PROPERTY~~plan ~~AND~~for ~~EQUIPMENT~~NeoVolt™, ~~ASSETS~~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.

	Building	10-25 years
	Office furniture and equipment	3-5 years
	Warehouse equipment	7 years

~~Revenue~~Ozop Plus ~~Recognition~~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.

~~The Company recognizes revenue in accordance with~~ARC ~~ASC~~has ~~606,~~developed ~~from the commercial sales of~~ products orto ~~providing~~be ~~services~~an ~~by:~~advanced ~~(1)~~lighting ~~identify~~controls ~~the~~system, ~~contract~~intricately ~~(if~~engineered ~~any)~~to ~~with~~integrate asophisticated ~~customer;~~wired ~~(2)~~and ~~identify~~wireless ~~the~~technologies. ~~performance~~At ~~obligations~~its incore, ~~the~~it ~~contract~~employs ~~(if~~a ~~any);~~hybrid ~~(3)~~network ~~determine~~topology ~~the~~that ~~transaction~~facilitates ~~price;~~both ~~(4)~~resilient ~~allocate~~wired ~~the~~connections ~~transaction~~and ~~price~~flexible ~~to each~~wireless ~~performance~~communications, ~~obligation~~making init ~~the~~suitable ~~contract~~for ~~(if~~complex ~~any);~~infrastructural ~~and~~environments. ~~(5)~~The ~~recognize~~system ~~revenue~~is ~~when~~equipped ~~each~~with ~~performance~~an ~~obligation~~array isof ~~satisfied.~~sensors ~~The~~and ~~Company~~control ~~has~~nodes, noenabling ~~outstanding~~precise ~~contracts~~light ~~with~~management ~~any~~and ofenergy ~~its’~~usage ~~customers~~monitoring. ~~The~~With ~~Company~~support ~~recognizes~~for ~~revenue~~protocols ~~when~~such ~~title,~~as ~~ownership,~~DALI and ~~risk~~Zigbee, ofalongside ~~loss~~the ~~pass~~capability tofor ~~the~~seamless ~~customer,~~integration ~~all~~with ofIoT ~~which~~platforms, ~~occurs~~ARC ~~upon~~offers ~~shipment~~a orcomprehensive ~~delivery~~solution offor ~~the~~intricate ~~product~~lighting ~~and~~networks. This system is ~~based~~designed onnot ~~the~~just ~~applicable shipping terms~~ for ~~product sales~~control orand ~~upon~~efficiency, ~~delivery~~but ofalso ~~service~~for adaptability to ~~the~~diverse ~~customer~~architectural ~~for~~and ~~installation~~electrical ~~services.~~layouts, ~~Any~~embodying a ~~advance~~technical ~~payments~~solution ~~are~~for ~~recorded~~advanced, asenergy-conscious ~~current~~lighting ~~liability until revenue is recognized~~management.

~~For product sales contracts with customers, ownership~~NOTE of3 ~~the~~– ~~goods~~SUMMARY ~~and~~OF ~~associated~~SIGNIFICANT ~~revenue~~ACCOUNTING 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.POLICIES

~~For installation services contracts with customers,~~Basis ~~the Company invoices the customer upon completion~~ of ~~the job and recognizes revenue based on the invoiced amount.~~Presentation

The accompanying ~~following~~consolidated ~~table~~financial ~~disaggregates~~statements ~~our~~are ~~revenue~~prepared byin ~~major~~accordance with Generally Accepted Accounting Principles in the United ~~source~~States ~~for~~of America (“US GAAP”). The consolidated financial statements include the ~~years~~accounts ~~ended~~of ~~December~~the 31Company and the Company’s wholly owned subsidiaries Ozop Energy Systems, ~~2024~~Inc. (“OES”), Ozop Capital Partners, Inc. (“Ozop Capital”), Ozop Engineering and ~~2023:~~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.

~~SCHEDULE OF DISAGGREGATION OF REVENUE~~F-12

	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

Use of Estimates

~~F-11~~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.

~~Advertising~~ Cash and ~~Marketing~~Cash ~~Expenses~~Equivalents

The Company ~~expenses~~considers ~~advertising~~all ~~and~~highly ~~marketing~~liquid ~~costs~~investments with an original term of three months or less to be cash equivalents. These investments asare ~~incurred~~carried at cost, which approximates fair value. ~~For~~Cash is maintained at a major financial institution. Accounts held at U.S. financial institutions are insured by the ~~years~~FDIC ~~ended~~up ~~December~~to 31$250,000. ~~2024,~~The ~~and~~Company ~~2023,~~is exposed to credit risk in the ~~Company~~event ~~recorded~~of ~~advertising~~default ~~and~~by ~~marketing~~the ~~expenses~~financial institutions or the issuers of ~~$40,256~~these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. Cash and ~~$64~~cash equivalent balances may,~~616~~ at certain times, exceed federally insured limits. The Company has no cash equivalents at December ~~respectively~~31, 2025, and 2024. ~~During~~The amount in excess of the ~~year~~FDIC ~~ended~~insurance as of December 31, 2025, and 2024, ~~the~~was approximately $-0-, and $223,000, respectively. The Company ~~reduced~~has ~~the~~not ~~amount~~experienced ofany ~~lead~~losses ~~lists~~on itthese ~~was~~accounts ~~acquiring~~and asmanagement ~~well~~believes, asbased ~~reduced~~upon the quality of this major financial institution, that the ~~amount~~credit ~~spent~~risk onwith ~~promotional~~regard ~~items~~to these deposits is not significant.

~~Research~~Sales Concentration and ~~Development~~credit risk

~~Costs~~Following is ~~and~~a ~~expenses~~summary ~~that~~of ~~can~~customers bewho ~~clearly~~accounted ~~identified as~~for ~~research~~more ~~and~~than ~~development~~ten ~~are~~percent ~~charged~~(10%) toof ~~expense~~the asCompany’s ~~incurred.~~revenues ~~For~~for the years ended December 31, ~~2024~~2025, and ~~2023~~2024, ~~the~~and ~~Company~~their ~~recorded $183,897~~accounts ~~and~~receivable ~~$6,685~~balance as of ~~research~~December ~~and development expenses~~31, ~~respectively.~~2025:

~~Convertible~~ SCHEDULES ~~Instruments~~OF CONCENTRATION OF RISK, BY RISK FACTOR

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

	Sales % Year Ended December 31, 2025			Sales % Year Ended December 31, 2024			Accounts receivable balance December 31, 2025
Customer A		59	%		-	%	$	14,338
Customer B		11	%		-	%	$	-
Customer C		-	%		64	%	$	-
Customer D		-	%		18	%	$	-

~~Applicable GAAP requires companies to bifurcate conversion~~Accounts 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.Receivable

The Company records accounts receivable at the time products and services are delivered. An allowance for ~~convertible~~losses ~~instruments~~is ~~(when~~established through a itprovision ~~has~~for ~~been~~losses ~~determined~~charged ~~that~~to ~~the~~expenses. ~~embedded~~Receivables ~~conversion~~are ~~options~~charged ~~should~~against ~~not~~the beallowance ~~bifurcated~~for ~~from~~losses ~~their~~when ~~host~~management ~~instruments)~~believes ascollectability is ~~follows:~~unlikely. The ~~Company records,~~allowance ~~when~~(if ~~necessary,~~any) ~~discounts~~is toan ~~convertible~~amount ~~notes~~that ~~for~~management ~~the~~believes ~~intrinsic~~will ~~value~~be ofadequate ~~conversion~~to ~~options~~absorb ~~embedded~~estimated inlosses ~~debt~~on ~~instruments~~existing ~~based~~receivables, ~~upon~~based ~~the~~on ~~differences~~evaluation ~~between~~of the ~~fair~~collectability ~~value~~ of the ~~underlying~~accounts ~~common~~and ~~stock~~prior atloss ~~the~~experience. ~~commitment~~As ~~date~~ of ~~this~~December ~~note~~31, ~~transaction~~2025, ~~and~~two ~~the~~customers ~~effective~~represented ~~conversion~~66%, ~~price~~and ~~embedded~~28%, inrespectively ~~this~~of ~~note.~~our ~~Debt~~outstanding ~~discounts~~accounts ~~under~~receivable. ~~these~~As ~~arrangements~~of ~~are~~December ~~amortized~~31, ~~over~~2024, ~~the~~two ~~term~~customers ofrepresented ~~the~~approximately ~~related~~60% and ~~debt~~22%, torespectively ~~their stated~~of ~~date~~our ofoutstanding ~~redemption~~accounts receivable.

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.Inventory

~~Discontinued~~Inventories are ~~Operations~~valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs consist of finished goods. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including known trends, market conditions, currency exchange rates and other such issues. Based on market conditions during the year ended December 31, 2024, related to solar panels including but not limited to reduced selling prices in the industry and the abundance of inventory supply in the market, management determined that the net realizable value of certain of the Company’s inventory required a lower of cost or market adjustment of $134,025 to the historical cost of inventory purchases for the year ended December 31, 2024.

~~In accordance with ASC 205~~F-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.13

~~On September 1, 2022, the BOD of the Company authorized~~There ~~the~~is ~~filing~~no ofinventory amarkdown ~~Chapter~~for ~~7 proceeding which meets~~ the ~~definition~~year ofended aDecember ~~discontinued~~31, ~~operation~~2025. ~~Accordingly,~~Finished ~~the~~goods ~~operating~~inventories ~~results~~as of ~~PCTI are reported as net income (loss) from discontinued operations in the accompanying consolidated financial statements for the years ended~~ December 31, ~~2024~~2025, and ~~2023.~~2024 ~~For~~were ~~additional~~$117,680 and ~~information~~$10,673, ~~see Note 14- Discontinued Operations~~respectively.

~~Distinguishing Liabilities from Equity~~Purchase concentration

~~The~~ARC began ~~Company~~purchasing ~~relies~~inventory onduring the ~~guidance~~year ~~provided~~ended byDecember ~~ASC Topic~~31, ~~480~~2025, ~~Distinguishing~~and ~~Liabilities~~purchased ~~from Equity~~$204,451 toof ~~classify~~product, ~~certain~~which ~~redeemable~~accounts ~~and/or~~for ~~convertible~~all ~~instruments.~~the ~~The Company first~~inventory ~~determines~~purchases ~~whether~~for athe ~~financial~~year ~~instrument~~ended ~~should~~December be31, ~~classified as a liability~~2025. ~~The~~For ~~Company will determine~~ the ~~liability~~year ~~classification if~~ended ~~the~~December ~~financial~~31, ~~instrument is mandatorily redeemable~~2025, ortwo ifvendors ~~the~~represented ~~financial instrument~~76%, ~~other~~and ~~than~~17%, ~~outstanding~~respectively. OES ~~shares,~~purchases ~~embodies~~finished arenewable ~~conditional obligation~~energy ~~that~~products ~~the~~from ~~Company~~its’ ~~must~~suppliers. orFor ~~may~~the ~~settle~~years byended ~~issuing~~December a31, ~~variable~~2025, ~~number~~and of2024, ~~its~~the ~~equity~~Company made ~~shares~~no purchases.

~~Once the Company determines that a financial instrument~~Property, ~~should not be classified as a liability~~plant, ~~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.equipment

~~Our CEO and Chairman holds sufficient shares of the~~Property ~~Company’s voting preferred stock that give sufficient voting rights under the articles of incorporation~~ and ~~bylaws~~equipment ofare ~~the~~stated ~~Company such~~at ~~that~~cost, ~~the CEO~~ and ~~Chairman~~depreciation ~~can~~is atprovided ~~any~~by ~~time~~use ~~unilaterally vote to increase the number~~ of ~~authorized~~a ~~shares~~straight-line ofmethod ~~common~~over ~~stock of~~ the ~~Company, without~~estimated ~~the~~useful ~~need~~lives ~~to call a general meeting~~ of ~~common shareholders of~~ the ~~Company~~ assets.

~~F-12~~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:

~~Initial~~SCHEDULES OF ~~Measurement~~ESTIMATED LIVES OF PROPERTY AND EQUIPMENT

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

Building

10-25

Filing Compare · OZOP ENERGY SOLUTIONS, INC.