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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarter ended ~~September~~March 3031, ~~2025~~2026

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

For the transition period from __________ to __________

Commission file number 000-55976

OZOP ENERGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada

3841

35-2540672

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

55 Ronald Reagan Blvd.

Warwick, NY 10990

(877) 785-6967

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

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

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

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

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

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

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

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

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

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

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. ☐

As of ~~November~~May 1920, ~~2025~~2026, 124,~~694~~484,~~325,835~~160 shares of common stock of the registrant were outstanding.

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

	Page
Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024 (Unaudited)	F-1
Consolidated Balance Sheets as of March 31, 2026, and December 31, 2025 (Unaudited)	F-1
Consolidated Statements of Operations for the three and nine months ended September 30, 2025, and 2024 (Unaudited)	F-2
Consolidated Statements of Operations for the three months ended March 31, 2026, and 2025 (Unaudited)	F-2
Consolidated Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2025, and 2024 (Unaudited)	F-3
Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2026, and 2025 (Unaudited)	F-3
Consolidated Statements of Cash Flows for the nine months ended September 30, 2025, and 2024 (Unaudited)	F-5
Consolidated Statements of Cash Flows for the three months ended March 31, 2026, and 2025 (Unaudited)	F-5
Notes to Consolidated Financial Statements (Unaudited)	F-6

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
ASSETS
Current Assets
Cash	$	~~341~~83,~~164~~779		$	~~797~~266,~~139~~431
Prepaid expenses		1743,~~650~~146			6432,~~851~~058
Accounts receivable		8126,~~787~~777			8021,~~003~~579
Inventory		~~129~~115,~~861~~200			10117,~~673~~680
Total Current Assets		~~570~~268,~~462~~902			~~952~~437,~~666~~748
Operating lease right-of-use asset, net		~~210~~112,~~226~~363			~~226~~161,~~692~~677
Property and equipment, net		14,028			561,399
Note receivable, related party		325,000			150,000
Property and equipment, net		7,484			10,709
Other assets		13,408			13,408
TOTAL ASSETS	$	~~808~~727,~~124~~157		$	1773,~~754,165~~542
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accounts payable and accrued expenses	$	1113,~~969~~678,~~893~~760		$	1012,~~947~~854,~~676~~975
Related party liabilities		43376,~~000~~600			60281,~~000~~600
Convertible notes payable, net of discounts		3,~~169~~702,~~730~~593			252,~~000~~748,505
Current portion of notes payable, net of discounts		18,~~235~~658,~~761~~590			2018,~~241~~448,~~164~~173
Derivative liabilities		12,~~753~~955,~~651~~700			~~210~~4,~~493~~193,434
Operating lease liability, current portion		~~112~~56,~~130~~638			~~163~~84,~~727~~644
Deferred liability		~~525~~529,~~320~~931			~~502~~532,~~610~~425
Liabilities of discontinued operations		1,034,811			1,034,811
Total Current Liabilities		3640,~~844~~993,~~296~~623			3340,~~185~~178,~~481~~567
Long Term Liabilities
Operating lease liability, net of current portion		~~106~~80,~~807~~402			7293,~~662~~728
TOTAL LIABILITIES		3641,~~951~~074,~~103~~025			3340,~~258~~272,~~143~~295
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		-			-
Preferred Stock value					-
Common stock (25,990,000,000 shares authorized, par value $0.001; 11,446,345,735 and 7,086,021,742 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively)		11,446,346			7,086,021
Common stock (25,990,000,000 shares authorized, par value $0.001; 3,786,060 and 2,665,555 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively)*		3,786			2,665
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
Common stock to be issued; 128 shares*		-			-
Additional paid in capital		194,872,729			198,312,711
Additional paid in capital*		207,748,950			206,114,473
Accumulated deficit		(~~230~~236,~~427~~064,~~985~~897	)		(~~224~~233,~~868~~581,~~641~~184	)
Total Ozop Energy Solutions, Inc. stockholders’ deficit		(3539,~~358~~562,~~202~~091	)		(3038,~~719~~713,~~201~~976	)
Noncontrolling interest		(784,777	)		(784,777	)
TOTAL STOCKHOLDERS’ DEFICIT		(3640,~~142~~346,~~979~~868	)		(3139,~~503~~498,~~978~~753	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	~~808~~727,~~124~~157		$	1773,~~754,165~~542

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-1

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	2026			2025
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2025			2024			2025			2024
	2026			2025
Revenue	$	~~142~~56,~~840~~053		$	7442,~~286~~257		$	~~248,828~~		$	~~1,267,980~~
Cost of revenue		9145,~~575~~659			5032,~~863~~768			~~170,211~~			~~989,955~~
Gross profit		5110,~~265~~394			239,~~423~~489			~~78,617~~			~~278,025~~
Operating expenses:
General and administrative, related parties		240,000			240,000			~~720,000~~			~~720,000~~
General and administrative, other		~~395~~431,~~840~~802			~~723~~700,~~460~~318			~~1,699,484~~			~~2,020,395~~
Total operating expenses		~~635~~671,~~840~~802			~~963~~940,~~460~~318			~~2,419,484~~			~~2,740,395~~
Loss from continuing operations		(~~584~~661,~~575~~408	)		(~~940~~930,~~037~~829	)		~~(2,340,867~~	)		~~(2,462,370~~	)
Other (income) expenses:
Interest expense		1,~~138~~792,~~538~~032			1738,~~056,866~~101			~~2,627,912~~			~~3,170,633~~
Loss (gain) on change in fair value of derivatives		~~159~~30,~~312~~273			96(111,~~180~~759	)		~~676,815~~			~~(549,401~~	)
Gain on litigation settlement		-			-			-			(271,360	)
Total Other Expenses		1,822,305			626,342
Gain on sale of building to a related party		(86,250	)		-			(86,250	)		-
Loss from continuing operations before income taxes		(2,483,713	)		(1,557,171	)
Total Other Expenses		1,211,600			1,153,046			3,218,477			2,349,872
Income tax provision		-			-
Loss from continuing operations before income taxes		(1,796,175	)		(2,093,083	)		(5,559,344	)		(4,812,242	)
Net loss from continuing operations		(2,483,713	)		(1,557,171	)
Income tax provision		-			-			-			-
Discontinued Operations:
Net loss from continuing operations		(1,796,175	)		(2,093,083	)		(5,559,344	)		(4,812,242	)
Income (loss) from discontinued operations, net of tax		-			-
Discontinued Operations:
Net loss	$	(2,483,713	)	$	(1,557,171	)
Income from discontinued operations, net of tax		-			-			-			3,573
Loss from continuing operations per share of common stock basic and fully diluted*	$	(0.80	)	$	(1.02	)
Net loss	$	(1,796,175	)	$	(2,093,083	)	$	(5,559,344	)	$	(4,808,669	)
Income from discontinued operations per share of common stock basic and fully diluted*	$	0.00		$	0.00
Loss from continuing operations per share of common stock basic and fully diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Loss per share basic and fully diluted*	$	(0.80	)	$	(1.02	)
Income from discontinued operations per share of common stock basic and fully diluted	$	0.00		$	0.00		$	0.00		$	0.00
Weighted average shares outstanding basic and diluted*		3,115,063			1,521,801
Loss per share basic and fully diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding basic and diluted		10,068,559,876			6,630,348,082			8,799,894,082			6,180,717,578

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-2

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

(Unaudited)

	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		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	)
Balances January 1, 2026		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	)
Issuance of shares of common stock sold, net of issuance costs of $10,552		-		-		-		-		-		-		1,133,822,555		1,133,823		-			(873,018	)		-			-			260,805
Common stock shares issued in round up of reverse stock split		-		-		-		-		-		-		58,309		58		-			(58	)		-			-			-
Net loss		-		-		-		-		-		-		-		-		-			-			(1,557,171	)		-			(1,557,171	)
Issuance of shares of common stock sold, net of issuance costs of $5,654		-		-		-		-		-		-		439,796		440		-			51,629			-			-			52,069
Balances March 31, 2025		637,755		638		2,500		3		1,334		1		8,219,844,297		8,219,844		(11,249,934	)		197,439,693			(226,425,812	)		(784,777	)		(32,800,344	)
Issuance of common stock for services		-		-		-		-		-		-		300,000		300		-			47,700			-			-			48,000
Issuance of shares of common stock sold, net of issuance costs of $1,763		-		-		-		-		-		-		230,771,625		230,772		-			(195,612	)		-			-			35,160
Issuance of common stock for accrued interest and fees		-		-		-		-		-		-		322,400		323		-			21,420			-			-			21,743
Issuance of common stock for services		-		-		-		-		-		-		200,000,000		200,000		-			(160,000	)		-			-			40,000
Reclass of derivative liability to equity		-		-		-		-		-		-		-		-		-			1,513,786			-			-			1,513,786
Warrants issued in connection with issuance of convertible debt		-		-		-		-		-		-		-		-		-			127,333			-			-			127,333
Net loss		-		-		-		-		-		-		-		-		-			-			(2,483,713	)		-			(2,483,713	)
Issuance of common stock for accrued interest		-		-		-		-		-		-		431,665,700		431,666		-			(397,883	)		-			-			33,783
Balances March 31, 2026		128	$	-		2,500	$	3		1,334	$	1		3,786,060	$	3,786	$	(11,249,934	)	$	207,748,950		$	(236,064,897	)	$	(784,777	)	$	(40,346,868	)
Net loss		-		-		-		-		-		-		-		-		-			-			(2,205,998	)		-			(2,205,998	)
Balances June 30, 2025		637,755		638		2,500		3		1,334		1		9,082,281,622		9,082,282		(11,249,934	)		196,813,531			(228,631,810	)		(784,777	)		(34,770,066	)
Issuance of shares of common stock sold, net of issuance costs of $12,946		-		-		-		-		-		-		964,363,313		964,363		-			(878,566	)		-			-			85,797
Warrants issued in connection with issuance of convertible debt		-		-		-		-		-		-		-		-		-			238,750			-			-			238,750
Issuance of common stock for note payable and accrued interest		-		-		-		-		-		-		1,399,700,800		1,399,701		-			(1,300,986	)		-			-			98,715
Net loss		-		-		-		-		-		-		-		-		-			-			(1,796,175	)		-			(1,796,175	)
Balances September 30, 2025		637,755	$	638		2,500	$	3		1,334	$	1		11,446,345,735	$	11,446,346	$	(11,249,934	)	$	194,872,729		$	(230,427,985	)	$	(784,777	)	$	(36,142,979	)

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

F-3

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

	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)
	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	)
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 $12,384		-		-		-		-		-		-		340,303,728		340,304		-			10,251			-			-			350,555
Balances		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	)
Net loss		-		-		-		-		-		-		-		-		-			-			(1,423,795	)		-			(1,423,795	)
Issuance of shares of common stock sold, net of issuance costs of $10,552		-		-		-		-		-		-		226,766		227		-			260,578			-			-			260,805
Balances March 31, 2024		637,755		638		2,500		3		1,334		1		5,821,817,128		5,821,817		(11,249,934	)		198,715,100			(220,094,275	)		(784,777	)		(27,591,427	)
Net loss		-		-		-		-		-		-		-		-		-			-			(1,557,171	)		-			(1,557,171	)
Issuance of shares of common stock sold, net of issuance costs of $19,193		-		-		-		-		-		-		806,213,965		806,214		-			(224,492	)		-			-			581,722
Balances March 31, 2025		128	$	-		2,500	$	3		1,334	$	1		1,643,970	$	1,644	$	(11,249,934	)	$	205,658,531		$	(226,425,812	)	$	(784,777	)	$	(32,800,344	)
Net loss		-		-		-		-		-		-		-		-		-			-			(1,291,791	)		-			(1,291,791	)
Balances		128	$	-		2,500	$	3		1,334	$	1		1,643,970	$	1,644	$	(11,249,934	)	$	205,658,531		$	(226,425,812	)	$	(784,777	)	$	(32,800,344	)
Balances June 30, 2024		637,755		638		2,500		3		1,334		1		6,628,031,093		6,628,031		(11,249,934	)		198,490,608			(221,386,066	)		(784,777	)		(28,301,496	)
Balances		637,755		638		2,500		3		1,334		1		6,628,031,093		6,628,031		(11,249,934	)		198,490,608			(221,386,066	)		(784,777	)		(28,301,496	)
Issuance of shares of common stock sold, net of issuance costs of $2,000		-		-		-		-		-		-		53,290,746		53,291		-			(6,520	)		-			-			46,771
Issuance of shares of common stock sold, net of issuance costs		-		-		-		-		-		-		53,290,746		53,291		-			(6,520	)		-			-			46,771
Net loss		-		-		-		-		-		-		-		-		-			-			(2,093,083	)		-			(2,093,083	)
Balances September 30, 2024		637,755	$	638		2,500	$	3		1,334	$	1		6,681,321,839	$	6,681,322	$	(11,249,934	)	$	198,484,088		$	(223,479,149	)	$	(784,777	)	$	(30,347,808	)
Balances		637,755	$	638		2,500	$	3		1,334	$	1		6,681,321,839	$	6,681,322	$	(11,249,934	)	$	198,484,088		$	(223,479,149	)	$	(784,777	)	$	(30,347,808	)

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

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

F-4

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	2026			2025
	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2025			2024
	2026			2025
Cash flows from operating activities:
Net loss from continuing operations	$	(52,~~559~~483,~~344~~713	)	$	(41,~~812~~557,~~242~~171	)
Net income from discontinued operations		-			3,573
Net income (loss) from discontinued operations		-			-
Net loss		(52,~~559~~483,~~344~~713	)		(41,~~808~~557,~~669~~171	)
Adjustments to reconcile net loss to net cash used in operating activities
Non-cash interest expense		~~340~~1,~~522~~006,782			~~998~~14,~~970~~241
Amortization and depreciation		~~156~~52,~~685~~539			~~160~~54,~~988~~305
Loss (gain) on fair value change of derivatives		~~676~~30,~~815~~273			(~~549~~111,~~401~~759	)
Gain on sale of building to a related party		(86,250	)		-
Stock compensation expense		48,000			-
Stock compensation expense		40,000			-
Changes in operating assets and liabilities:
Accounts receivable		(15,~~784~~198	)		~~137~~31,~~032~~895
Inventory		~~(119~~2,~~188~~480	)		~~915,977~~(543	)
Prepaid expenses		47(11,~~200~~089	)		(27,~~648~~269	)
Accounts payable and accrued expenses		2849,~~462,947~~031			2785,~~192,374~~580
Related party liabilities		~~483~~95,000			-80,000
Deferred revenue		22(2,~~710~~494	)		97,~~150~~865
Operating lease liabilities		(~~120~~41,~~560~~332	)		(~~109~~39,~~527~~192	)
Net cash used in continuing operations		(1,657,247	)		(1,055,754	)
Customer deposits		-			2,688
Net cash used in discontinued operations		-			(3,573	)
Net cash used in continuing operations		(459,721	)		(724,822	)
Net cash used in operating activities		(1,657,247	)		(1,059,327	)
Net cash used in discontinued operations		-			-
Net cash used in operating activities		(459,721	)		(724,822	)
Cash flows from investing activities:
Purchase of office and computer equipment		~~(3,490~~-	)		(113,~~114~~490	)
Proceeds from sale of building to a related party		100,000			-
Loans to a related party in exchange for promissory notes		(175,000	)		-
Net cash provided by (used in) investing activities		96,510			(11,114	)
Net cash used in investing activities		(175,000	)		(3,490	)
Cash flows from financing activities:
Proceeds from sale of common stock, net of costs		~~381~~47,~~762~~069			~~979~~260,~~048~~805
Proceeds from issuances of convertible notes payable, net		~~573~~215,000			-
Proceeds from issuances of notes payable, net		~~150~~190,000			-
Net cash provided by financing activities		1452,~~104,762~~069			~~979~~260,~~048~~805
Net decrease in cash		(~~455~~182,~~975~~652	)		(91467,~~393~~507	)
Cash, Beginning of period		~~797~~266,~~139~~431			1797,~~446,029~~139
Cash, End of period	$	~~341~~83,~~164~~779		$	1329,~~354,636~~632
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		$	-
Common stock issued for accrued interest	$	21,743		$	-
Forgiveness of related party liabilities for sale of building to a related party	$	500,000		$	-
Debt discount related to derivative liability	$	222,000		$	-
Common stock issued for convertible note payable	$	50,000		$	-
Reclass of derivative liability to equity	$	1,513,786		$	-
Common stock issued for accrued interest	$	82,498		$	-
Convertible note in exchange for promissory note and accrued interest	$	3,558,229		$	-
Debt discount related to derivative liability	$	1,232,426		$	-

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

F-5

OZOP ENERGY SOLUTIONS, INC.

Notes to Consolidated Financial Statements

~~September~~March 3031, ~~2025~~2026

(Unaudited)

NOTE 1 - ORGANIZATION

Business

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

~~On July~~Ozop ~~10,~~Energy ~~2020~~Systems, ~~the~~Inc. ~~Company~~a ~~entered~~Nevada ~~into~~corporation and a ~~Stock~~wholly ~~Purchase~~owned ~~Agreement~~subsidiary (of the ~~“SPA”)~~Company, ~~with~~operates ~~Power~~in ~~Conversion~~the ~~Technologies~~renewable, ~~Inc., a~~electric ~~Pennsylvania~~vehicle ~~corporation~~ (“~~PCTI~~EV”), energy storage and ~~Catherine~~energy ~~Chis~~resiliency sectors. ~~(“Chis”),~~Ozop ~~PCTI’s~~Engineering ~~Chief~~and ~~Executive~~Design ~~Officer~~Inc. ~~(“CEO”) and~~a ~~its~~Nevada ~~sole~~corporation ~~shareholder.~~and ~~Under~~a ~~the~~wholly ~~terms~~owned subsidiary of the ~~SPA~~Company, ~~the~~specializes ~~Company~~in ~~acquired~~lighting ~~one~~commissioning services. ~~thousand~~EV ~~(1,000)~~Insurance ~~shares~~Company ofa ~~PCTI,~~Delaware ~~which~~corporation ~~represents~~and ~~all of~~a ~~the~~wholly ~~outstanding~~owned ~~shares~~subsidiary of ~~PCTI~~the Company, ~~from~~DBA ~~Chis~~as inOzop ~~exchange~~Plus markets vehicle service contracts (VSC’s”) for ~~the~~EV’s ~~issuance~~that ofoffer ~~47,500~~consumers ~~shares~~to ofbe ~~the~~able ~~Company’s~~to ~~Series~~purchase Cadditional ~~Preferred Stock,~~months ~~18,667~~and ~~shares~~miles ofabove the ~~Company~~manufacturer’s warranty. ~~Series~~Automated DRoom ~~Preferred~~Controls, ~~Stock~~Inc, a Nevada corporation and ~~500~~a ~~shares~~wholly owned subsidiary of the Company’s ~~Series~~have Edeveloped ~~Preferred~~products ~~Stock~~to be an advanced lighting controls system, intricately engineered to ~~Chis~~integrate sophisticated wired and wireless technologies.

OnReverse ~~October~~Stock 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.”Split

On ~~December~~January 1116, ~~2020~~2026, the Company ~~formed~~filed ~~Ozop~~a ~~Energy~~Certificate ~~Systems,~~of ~~Inc~~Amendment to the Certificate of Incorporation of the Company with the Nevada Secretary of State to effect a reverse stock split at a 1-for-5,000 ratio. On January 21, 2026 (the “~~OES~~Effective Time”), aevery ~~Nevada~~5,000 shares ~~corporation~~of issued and outstanding Common Stock automatically combined into one issued share of common stock, with no change in par value. No fractional shares were issued as a ~~wholly~~result ~~owned~~of ~~subsidiary~~the Reverse Stock Split. Instead of issuing fractional shares, the Company rounded shares up or down to the nearest whole number as determined by DTC at the participant level. The Reverse Stock Split did not modify any voting rights or other terms of the Common Stock. The Company’s Common Stock began trading on a reverse stock split-adjusted basis at the open of the markets on February 21, 2026. ~~OES~~As a result, the number of shares of Common Stock outstanding was ~~formed~~reduced from 13,327,772,635 shares to be2,665,555 shares, aexclusive ~~manufacturer~~of 58,309 whole shares issued for rounding up fractional shares (which were issued in January 2026), and ~~distributor~~the number of ~~renewable~~authorized ~~energy~~shares ~~products~~of Common Stock remains 25,990,000,000 shares.

OnUnless ~~August~~otherwise 19indicated, ~~2021,~~all ~~the~~issued ~~Company~~and ~~formed~~outstanding ~~Ozop~~stock ~~Capital~~and ~~Partners,~~per ~~Inc.~~share ~~(“Ozop~~amounts ~~Capital”),~~contained ain ~~Delaware~~the ~~corporation~~accompanying ~~and~~consolidated afinancial ~~wholly owned~~statements ~~subsidiary~~have ofbeen adjusted to reflect the ~~Company.~~1-for-5,000 ~~Brian~~Reverse ~~Conway~~Stock ~~was~~Split ~~appointed~~for asall prior periods presented. Proportionate adjustments were made to the ~~sole~~exercise ~~officer~~prices and ~~director~~the number of ~~Ozop~~shares ~~Capital~~underlying outstanding warrants and ~~has~~any ~~voting~~convertible ~~control~~instruments, ofas ~~Ozop Capital~~applicable.

OnThe ~~October~~impacts ~~29,~~of ~~2021,~~the EVReverse ~~Insurance~~Stock ~~Company,~~Split ~~Inc.~~were ~~(“EVCO”)~~applied ~~was~~retroactively ~~formed~~for asall aperiods ~~captive~~presented ~~insurance~~in ~~company~~accordance inwith applicable guidance, less the ~~State~~number of ~~Delaware. EVCO~~rounded iswhole ashares ~~wholly~~issued ~~owned~~for ~~subsidiary~~fractional ofshares. ~~Ozop~~Therefore, ~~Capital.~~prior Onperiod ~~January~~amounts 7,are ~~2022,~~different ~~EVCO~~than ~~filed~~those ~~with~~previously reported. ~~New~~Certain ~~Castle~~amounts ~~County,~~within ~~Delaware~~the ~~DBA~~following ~~OZOP~~tables ~~Plus~~may not foot due to rounding.

OnThe ~~February~~following ~~25,~~table ~~2022,~~illustrates ~~the~~changes ~~Company~~in ~~formed Ozop Engineering and Design~~equity, ~~Inc. (“OED”) a Nevada corporation,~~ as apreviously ~~wholly~~reported ~~owned~~prior ~~subsidiary of the Company. OED was formed~~ to, ~~become a premier engineering~~ and ~~lighting~~as ~~control~~adjusted ~~design~~subsequent ~~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~~impact of ~~electrical usage with~~ the ~~relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs. We work~~Reverse ~~with~~Stock ~~architects,~~Split ~~engineers,~~retroactively ~~facility~~adjusted ~~managers,~~for ~~electrical~~the ~~contractors~~periods ~~and engineers.~~presented:

~~On June~~ SCHEDULE ~~11,~~OF ~~2024,~~CHANGES ~~the~~OF ~~Company~~EQUITY ~~formed~~TO ~~Automated~~THE ~~Room~~IMPACT ~~Controls,~~OF ~~Inc.~~REVERSE ~~(“ARC”)~~STOCK 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.SPLIT

	As Previously Reported		Impact of Reverse Stock Split			As Revised
	March 31, 2025
	As Previously Reported		Impact of Reverse Stock Split			As Revised

Common stock - shares		8,219,844,297		(8,218,200,327	)		1,643,970
Common stock - amount	$	8,219,844	$	(8,218,200	)	$	1,644
Common stock to be issued- shares		637,755		(637,627	)		128
Common stock to be issued- amount	$	638	$	(638	)	$	-
Additional paid-in capital	$	197,439,693	$	8,218,838		$	205,658,531

	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

F-6

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

	As Previously Reported			Impact of Reverse Stock Split			As Revised
	Three Months ended March 31, 2025
	As Previously Reported			Impact of Reverse Stock Split			As Revised
Loss attributable to common shareholders	$	(1,557,171	)	$	—		$	(1,557,171	)
Weighted average shares used to compute basic and diluted EPS		7,609,003,782			(7,607,481,981	)		1,521,801
Loss from continuing operations per share - basic and diluted	$	(0.00	)	$	(1.02	)	$	(1.02	)
Income from discontinued operations per share - basic and diluted	$	0.00		$	-		$	0.00
Loss per share - basic and diluted	$	(0.00	)	$	(1.02	)	$	(1.02	)

The following shares of common stock exercisable or issuable from outstanding stock warrants and convertible instruments were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive:

	As Previously Reported		Impact of Reverse Stock Split			As Revised
	March 31, 2025
	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		12,329,766,446		(12,327,300,493	)		2,465,953
Convertible notes payable		471,429,292		(471,335,006	)		94,286
Promissory notes payable		7,577,465,753		(7,575,950,260	)		1,515,493

NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of ~~assets~~ assets and the satisfaction of liabilities in the normal course of business. As of ~~September~~March 3031, ~~2025~~2026, the Company had an accumulated ~~deficit~~ deficit of $~~230~~236,~~427~~064,~~985~~ 897 and a working capital deficit of $3640,~~273~~724,~~834~~721. As of ~~September~~March 3031, ~~2025~~2026, the Company was in default of $1718,~~725~~714,~~000 plus~~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~~Current cash balances are not sufficient to satisfy obligations currently due. Management is exploring capital raising options which may or may not become available on a timely basis to meet the obligations that are past due. 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 consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Management’s Plans

As a public company, Management believes it will be able to access the public equities market for fund raising for product development, sales and marketing and inventory requirements as we expand our distribution in the U.S. market. During the three months ended March 31, 2026, the Company received $190,000 in new promissory notes, and $215,000 in convertible notes. Subsequent to March 31, 2026, the Company received $100,000 in exchange for a promissory note of $110,000 and received $93,000 in exchange for a convertible promissory note of $100,000.

On May 2, 2023, the Company entered into an Equity Financing Agreement (the “Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS. Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $10,000,000 of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement on July 19, 2023, the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred fifty percent (250%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS. No put will be made in an amount equaling less than $10,000 or greater than $750,000. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares.

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. For the three and nine months ended September 30, 2025, the Company sold GHS -0- and 1,364,594,180 shares of common stock respectively for proceeds of $-0- and $295,965 respectively net of offering costs.

On April 11, 2025, the Company entered into an Equity Financing Agreement (the “2025 Financing Agreement”) and Registration Rights Agreement (the “2025 Registration Rights Agreement”) with GHS. Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $10,000,000 (the “Commitment Amount”) of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed three hundred percent (300%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the 2025 Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to 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 Four Billion (4,000,000,000) shares of the Company’s common stock to GHS, pursuant to the April 11, 2025, Financing Agreement and Registration Rights Agreement. For the three and nine months ended September 30, 2025, the Company sold GHS 964,363,313 shares of common stock for proceeds of $85,797 net of offering costs. Subsequent to September 30, 2025, the Company sold GHS 151,857,500 shares of common stock for proceeds of $10,406 net of offering costs.

F-7

On April 11, 2025, the Company entered into an Equity Financing Agreement (the “2025 Financing Agreement”) and Registration Rights Agreement (the “2025 Registration Rights Agreement”) with GHS. Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $10,000,000 (the “Commitment Amount”) of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed three hundred percent (300%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the 2025 Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equalling 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 equalling less than $10,000 or greater than $1,000,000. Puts may be delivered by the Company to GHS until the earlier of thirty-six (36) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares. The Company 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 equalling 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 three months ended March 31, 2026, the Company sold to GHS 439,796 post reverse split shares of common stock for proceeds of $47,069 net of offering costs and $5,000 of note payables paid.

Ozop Energy Systems

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

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

Modular Energy Distribution System: The NeoVolt^™ System comprises the design engineering, installation, and operational methodologies as well as the financial arbitrage of how we produce, capture and distribute electrical energy for the EV markets. Our NeoVolt^TM System offers (1) charging locations that can be installed with reduced delays, restricted areas or load limits and (2) EV charger electricity that is produced from renewable sources claiming little to no carbon footprint.

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

~~OED~~OZOP specializes in lighting commissioning services. On September 27, 2024, OED signed an agreement with Leviton Manufacturing Co, Inc., to serve as a field service technician for their advanced lighting control systems.Plus

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~~ OZOP Plus marketed VSC’s will give “peace of mind” to the EV buyer. On October 23, 2024, Ozop Capital Partners, Inc. entered into an agreement with Empire Auto Protect (“Empire”). Under the agreement, Empire will white label Royal Administration’s Fully Charged VSC, to be marketed as Empire Plus. OZOP Plus will be ceded the battery premium portion of all of the Empire Plus VSC’s contracted.

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

F-8

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.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of ~~September~~March 3031, ~~2025~~2026, and the results of operations and cash flows for the periods presented. The ~~results~~ results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, ~~2024~~2025, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on ~~April~~May 1514, ~~2025~~2026. Certain reclassifications have been made to previously reported amounts to be consistent with the current year period.

The unaudited consolidated financial statements include the accounts of the Company and the Company’s wholly owned subsidiaries Ozop Energy Systems, Inc. (“OES”), Ozop Capital Partners, Inc. (“Ozop Capital”), Ozop Engineering and Design, Inc. (“OED), Automated Room Controls, Inc. (“ARC”), Power Conversion Technologies, Inc. (“PCTI”), Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”). All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash is maintained at a major financial institution. Accounts held at U.S. financial institutions are insured by the FDIC up to $250,000. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. Cash and cash equivalent balances may, at certain times, exceed federally insured limits. The Company has no cash equivalents at September 30, 2025, and December 31, 2024. The amount in excess of the FDIC insurance as of September 30, 2025, and December 31, 2024, was approximately $-0-, and $223,000, respectively. The Company has not experienced any losses on these accounts and management believes, based upon the quality of this major financial institution, that the credit risk with regard to these deposits is not significant.

F-9

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash is maintained at a major financial institution. Accounts held at U.S. financial institutions are insured by the FDIC up to $250,000. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. Cash and cash equivalent balances may, at certain times, exceed federally insured limits. The Company has no cash equivalents at March 31, 2026, and December 31, 2025, and there was no excess of the FDIC insurance as of March 31, 2026, and December 31, 2025. The Company has not experienced any losses on these accounts and management believes, based upon the quality of this major financial institution, that the credit risk with regard to these deposits is not significant.

Sales Concentration and credit risk

Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2025~~2026, and ~~2024~~2025, and their accounts receivable balance as of ~~September~~March 3031, ~~2025~~2026:

	Sales % Three Months Ended September 30, 2025			Sales % Nine Months Ended September 30, 2025			Sales % Three Months Ended September 30, 2024			Sales % Nine Months Ended September 30, 2024			Accounts receivable balance September 30, 2025
	Sales % Three Months Ended March 31, 2026			Sales % Three Months Ended March 31, 2025			Accounts receivable balance March 31, 2026
Customer A		~~46.7~~96	%		~~51.6~~44	%	$	~~N/A~~18,715			~~N/A~~		$	~~30,738~~
Customer B		~~22.8~~-	%		~~13.1~~28	%	$	~~N/A~~-			~~N/A~~		$	~~24,429~~
Customer C		~~13.8~~-	%		~~N/A~~20	%	$	~~N/A~~-			~~N/A~~		$	-
Customer D		10.5	%		N/A			N/A			N/A		$	14,095
Customer E		N/A			N/A			32.6	%		N/A		$	-
Customer F		N/A			N/A			23.6	%		N/A		$	-
Customer G		N/A			N/A			16.4	%		18.7	%	$	-
Customer H		N/A			N/A			10.1	%		N/A		$	-
Customer I		N/A			N/A			N/A			67.9	%	$	-

Accounts Receivable

The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. As of ~~September~~March 3031, ~~2025~~2026, ~~three~~two customers represented 3870%, ~~30%,~~ and 1722%, respectively of our outstanding accounts receivable. As of December 31, ~~2024~~2025, two customers represented approximately ~~60%~~ 66% and 2228%, respectively of our outstanding accounts receivable.

Inventory

Inventories are valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs consist of finished goods. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including known trends, market conditions, currency exchange rates and other such issues. Finished goods inventories as of ~~September~~March 3031, ~~2025~~2026, ~~and~~ and December 31, ~~2024~~2025, were $~~129~~115,~~861~~200 and $10117,~~673~~680, respectively. There are no inventory markdowns for the three ~~and nine~~ months ended ~~September~~ ~~30,~~March ~~2025~~31, 2026, and ~~2024~~2025.

Purchase concentration

ARC began purchasing inventory during the ~~nine~~three months ended ~~September~~March 3031, 2025. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, ARC ~~purchased~~ ~~$30,570~~made ~~and $197,106 of product, respectively. For the three months ended September 30, 2025, one vendor represented 93%. For~~no ~~the nine months ended September 30, 2025, two vendors represented 77% and 18% respectively~~purchases. OES purchases finished renewable energy products from its’ suppliers. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025, OES made no purchases.

Property, plant, and equipment

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

The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows:

SCHEDULES OF ESTIMATED LIVES OF PROPERTY AND EQUIPMENT

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

F-10

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, from the commercial sales of products or providing services by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. The Company has no outstanding contracts with any of its’ customers. The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and is based on the applicable shipping terms for product sales or upon delivery of service to the customer for installation services. Any advance payments are recorded as current liability until revenue is recognized.

For product sales contracts with customers, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon shipment of a product to the customer or receipt of the product by the customer and without significant judgments. For the periods covered herein, we did not have post shipment obligations such as training or installation, customer acceptance provisions, credits and discounts, rebates and price protection, or other similar privileges.

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

The following table disaggregates our revenue by major source for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025:

SCHEDULE OF DISAGGREGATION OF REVENUE

	2025		2024		2025		2024
	2026		2025
	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2025		2024		2025		2024
	2026		2025
Sourced and distributed products	$	~~75,986~~315	$	513,~~104~~024	$	~~98,464~~	$	~~1,005,878~~
OED Installations		6655,~~854~~738		2339,~~182~~233		~~150,364~~		~~262,102~~
Total	$	~~142~~56,~~840~~053	$	7442,~~286~~257	$	~~248,828~~	$	~~1,267,980~~

Advertising and Marketing Expenses

The Company expenses advertising and marketing costs (including trade shows) as incurred. For the three ~~and nine~~ months ended ~~September~~March 3031, 2026, and 2025, the Company recorded advertising and marketing expenses of $52,~~787~~ 487 and $3127,~~155~~740, ~~respectively, compared to $6,805 and $35,354 for the three and nine months~~ ~~ended September 30, 2024,~~ respectively.

Research and Development

Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the three ~~and nine~~ months ended March ~~September 30~~31, ~~2025~~2026, ~~the Company recorded $-0-~~ and ~~$44~~2025,~~872~~ ~~of research and development expenses, respectively. For~~ the ~~three and nine months ended September 30, 2024, the~~ Company recorded $~~87,778~~142 and $~~115~~24,~~262~~668 of research and development expenses, respectively.

Convertible Instruments

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

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

F-11

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized ~~over~~using the ~~term~~effective ofinterest ~~the related debt to their stated date of redemption~~method.

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the ~~general~~conversion ~~extinguishment~~method with ~~standards~~immediate expense of unamortized discount. ~~The~~Upon conversion, the remaining unamortized discount on the debt ~~and~~host ~~equity~~(the ~~linked~~conversion ~~derivatives~~portion) is ~~are~~immediately ~~removed~~recognized atin ~~their~~earnings, and the carrying amounts ~~and~~of the ~~shares~~debt ~~issued~~host ~~are~~and ~~measured~~the atbifurcated ~~their~~conversion ~~then-current~~option liability (measured at fair value on the conversion date) is derecognized, ~~with~~and ~~any~~equity ~~difference~~is ~~recorded~~recognized asfor athe ~~gain~~same oramount, ~~loss~~with onno ~~extinguishment~~additional ofgain ~~the~~or ~~two~~loss recognized ~~separate~~in ~~accounting~~earnings ~~liabilities~~upon conversion.

Discontinued Operations

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

Distinguishing Liabilities from Equity

The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity, to classify certain redeemable and/or convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The Company will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares.

Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity.

Our CEO and Chairman holds sufficient shares of the Company’s voting preferred stock that give sufficient voting rights under the articles of incorporation and bylaws of the Company such that the CEO and Chairman can at any time unilaterally vote to increase the number of authorized shares of common stock of the Company, without the need to call a general meeting of common shareholders of the Company.

F-12

Initial Measurement

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

F-12

Subsequent Measurement – Financial Instruments Classified as Liabilities

The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in the fair value of its financial instruments classified as liabilities are recorded as other income (expenses).

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

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

	●	Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
	●	Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	●	Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

From time to time, certain of the Company’s embedded conversion features on debt and outstanding warrants have been treated as derivative liabilities for accounting purposes under ASC 815 due to insufficient authorized shares to fully settle conversion features of the instruments if exercised. In this case, the Company utilized the latest inception date sequencing method to reclassify outstanding instruments as derivative instruments. These contracts were recognized at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification were settled.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses and certain notes payable approximate their fair values because of the short maturity of these instruments.

The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, for each fair value hierarchy level:

SCHEDULE OF DERIVATIVE INSTRUMENTS

September 30, 2025	Derivative Liabilities		Total
March 31, 2026	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	12,~~753~~955,~~651~~700	$	12,~~753~~955,~~651~~700

December 31, 2024	Derivative Liabilities		Total
December 31, 2025	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	~~210~~4,~~493~~193,434	$	~~210~~4,~~493~~193,434

F-13

Leases

The Company accounts for leases under ASU 2016-02 (see Note 13), applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. We allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company used an incremental borrowing rate of 7.5%, for the existing lease, based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized pursuant to on a straight-line basis over the lease term and is included in rent in the consolidated statements of operations.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.

Segment Policy

The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”), who is our chief executive officer, for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operating results solely by monthly revenue and operating results of the Company and, as such, the Company has determined that the Company has one operating segment (renewable energy) as defined by ASC Topic 280 “Segment Reporting”.

Earnings (Loss) Per Share

The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per ~~share~~ share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of ~~September~~March 3031, ~~2025~~2026, and ~~2024~~ 2025, the Company’s dilutive securities are convertible into approximately 7891,~~233~~496,~~944~~943 and 4,~~904~~222,137 post ~~and~~reverse 11split (21,~~610~~110,~~545~~686,~~586~~009, prior ~~respectively,~~to the reverse split) shares of common stock, respectively. The following table represents the classes of dilutive securities as of ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025, as restated for the 1:5,000 reverse stock split:

	September 30, 2025		September 30, 2024
	March 31, 2026		March 31, 2025
Convertible preferred stock (1)		175,~~169~~679,~~518,603~~090		102,~~021~~465,~~982,759~~953
Unexercised common stock purchase warrants (1)		61,~~685~~271,~~000,000~~405		~~807~~146,~~024,518~~405
Convertible notes payable (1)		4676,~~176~~482,~~588,548~~377		6894,~~791,734~~286
Promissory notes payable (1)		8,~~202~~064,~~837,753~~071		~~712~~1,~~746~~515,~~575~~493
Total		7891,~~233~~496,~~944,904~~943		114,~~610~~222,~~545,586~~137

(1)

The potentially dilutive shares included in the above table are limited whereby the conversion or exercise cannot result in the beneficial owner holding more than 4.99% of the then outstanding shares of common stock subsequent to any conversion or exercise. These shares were excluded from the diluted per share calculation because the effect of including these potential shares was anti-dilutive due to the Company’s net loss position.

F-14

Recent Accounting Pronouncements

From time-to-time new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that may have an impact on the Company’s accounting and reporting. Unless otherwise discussed, the Company believes that other recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

Recently adopted accounting pronouncements

~~Segment~~Financial ~~Reporting~~Instruments – Measurement of Credit Losses for Accounts Receivable and Contract Assets

In ~~November~~July ~~2023~~2025, the FASB issued ~~Accounting Standards Update (~~ASU) No. ~~2023~~2025-0705, ~~Improvements~~Financial toInstruments—Credit ~~Reportable~~Losses ~~Segment Disclosures~~ (Topic ~~280~~326)~~. This~~: ~~ASU~~Measurement ~~updates reportable segment disclosure requirements by requiring disclosures~~ of ~~significant~~Credit ~~reportable~~Losses ~~segment~~for ~~expenses that~~Accounts ~~are~~Receivable ~~regularly~~and ~~provided~~Contract toAssets. ~~the~~The ~~CODM~~amendments ~~and~~in ~~included~~this ~~within~~update ~~each~~provide ~~reported measure of~~ a ~~segment’s~~practical ~~profit~~expedient orpermitting ~~loss.~~an ~~This~~entity ~~ASU~~to ~~also~~assume ~~requires~~that conditions ~~disclosure~~at of the ~~title~~balance ~~and~~sheet ~~position~~date ofremain ~~the~~unchanged ~~individual~~over ~~identified as~~ the ~~CODM~~life ~~and an explanation~~ of ~~how~~ the ~~CODM~~asset ~~uses~~when ~~the~~estimating ~~reported~~expected ~~measures of~~credit alosses ~~segment’s~~for ~~profit~~current orclassified ~~loss~~accounts receivable ~~in assessing segment performance~~ and ~~deciding~~contract ~~how to allocate resources~~assets. ~~The~~This ~~ASU~~update is effective for annual periods beginning after December 15, ~~2023~~2025, ~~and~~including interim periods within those fiscal years. ~~beginning~~Adoption of this ASU can be applied prospectively for reporting periods after ~~December~~its ~~15,~~effective ~~2024~~date. Early adoption is permitted. We adopted this ASU ~~retrospectively~~ on ~~December~~a ~~31,~~prospective ~~2024.~~basis ~~The~~effective ~~adoption~~January of1, ~~ASU~~2026 ~~2023-07~~and the adoption did not have a ~~significant~~material impact on our ~~the Company’s~~ consolidated financial statements ~~and related disclosures~~.

Recently issued accounting pronouncements not yet adopted

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company will adopt the standard on the effective date in our annual reporting for the year ended December 31, 2025. The standard can be applied either prospectively or retrospectively.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. The prescribed categories include, among other things, purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Additionally, entities must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within fiscal years beginning after December 15, 2027. The guidance can be applied prospectively with an option for retrospective application. Early adoption is also permitted. We are currently evaluating the provisions of this ASU.

~~Financial~~Interim ~~Instruments~~Reporting: –Narrow-Scope ~~Measurement of Credit Losses for Accounts Receivable and Contract Assets~~Improvements.

In ~~July~~December 2025, the FASB issued ASU No. 2025-0511, Interim ~~Financial~~Reporting ~~Instruments—Credit Losses~~ (Topic ~~326~~270): ~~Measurement~~Narrow-Scope ~~of Credit Losses for Accounts Receivable and Contract Assets~~Improvements. The ~~amendments~~ASU inclarifies ~~this~~interim ~~update~~disclosure ~~provide~~requirements aand ~~practical expedient permitting an entity to assume that conditions at~~ the ~~balance~~applicability ~~sheet~~of ~~date~~Topic ~~remain~~270. ~~unchanged~~The ~~over~~objective ~~the life~~ of the ~~asset~~amendments ~~when~~is ~~estimating~~to ~~expected~~provide ~~credit~~further ~~losses~~clarity ~~for~~about the current ~~classified~~interim ~~accounts~~disclosure ~~receivable and contract assets~~requirements. ~~This~~The ~~update~~ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, ~~2025, including interim periods within those fiscal years~~2027. Adoption of this ASU can be applied ~~prospectively~~either a ~~for~~prospective ~~reporting~~or ~~periods~~a ~~after~~retrospective ~~its effective date~~approach. Early adoption is permitted. ~~The~~ ~~Company~~We isare currently evaluating the ~~impact~~provisions ~~that~~of this ASU ~~2025-05~~and ~~will~~do not expect this ASU to have a material impact on ~~the~~our consolidated financial statements.

Codification Improvements

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

F-15

NOTE 4 – PROPERTY AND EQUIPMENT

The following table summarizes the Company’s property and equipment:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Office equipment	$	239,336		$	~~235~~239,~~846~~336
Building and building improvements		-			600,000
Less: Accumulated depreciation		(231,852	)		(228,627	)
Less: Accumulated depreciation		(225,308	)		(274,447	)
Property and Equipment, Net	$	7,484		$	10,709
Property and Equipment, Net	$	14,028		$	561,399

~~During~~Depreciation ~~the~~expense ~~three and nine months ended September 30, 2025, the Company sold its building to an entity controlled by the Company’s CEO. The sale price~~ was $~~600~~3,~~000 and~~225 ~~the Company received $100,000 in cash~~ and ~~the buyer forgave~~ $~~500~~16,~~000 of~~091 related party accrued and unpaid management fees owed to the CEO (see Note 9). 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 three ~~and nine~~ months ended ~~September~~March 3031, ~~2025. After the building was sold to the related party~~2026, ~~the~~and ~~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 13)~~respectively.

~~Depreciation~~NOTE ~~expense~~5 ~~was~~- ~~$8,434~~CONVERTIBLE ~~and~~NOTES ~~$37,111~~PAYABLE ~~for~~AND ~~the~~DERIVATIVE ~~three and nine months ended September 30, 2025, respectively, and $16,047 and $52,716 for the three and nine months ended September 30, 2024, respectively.~~LIABILITIES

~~NOTE~~Convertible 5Promissory -Notes ~~CONVERTIBLE~~are ~~NOTES~~categorized ~~PAYABLE~~as equity or debt based on the terms of the notes and the guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging.

OnConvertible ~~July~~notes ~~10,~~that ~~2020,~~meet ~~PCTI (~~the ~~accounting~~criteria ~~acquirer)~~for ~~assumed~~equity ~~the~~classification ~~balance~~(e.g., ofconversion into a ~~past-due~~fixed ~~15%~~number ~~convertible~~of ~~note~~shares ~~issued~~with byno ~~the~~obligation ~~Company~~to ~~on September~~deliver ~~13,~~cash) ~~2017.~~are Asrecorded ofin ~~September~~equity ~~30,~~at ~~2025,~~issuance. ~~and~~Instruments ~~December~~classified ~~31,~~as ~~2024,~~equity ~~the~~are ~~outstanding~~not ~~principal~~subsequently ~~balance~~remeasured, ofand ~~this~~no ~~note~~interest ~~was~~expense ~~$25,000~~is recognized.

OnConvertible ~~May~~notes ~~28,~~that ~~2025~~include ~~(the “Issue Date”), the Company entered into~~ a ~~12%,~~contractual ~~$200,000~~obligation ~~face value promissory note (the “May 2025 Note”), with a third-party (the “Holder”) due June 2, 2026 (the “Maturity Date”). The Holder shall have the right from time~~ to ~~time,~~deliver ~~and~~cash ator ~~any~~other ~~time~~financial ~~following~~assets, ~~convert all~~ or ~~any~~that ~~part~~do ofnot ~~the~~meet ~~outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of~~ the ~~Company.~~criteria ~~The~~for ~~per~~equity share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”) shall equal the Market Price (as defined in the Note)classification, ~~subject~~ toare ~~adjustment~~recorded as ~~provided in this Note~~debt. ~~“Market~~These ~~Price”~~notes ~~shall~~are ~~mean~~initially ~~70%~~recognized ofat the lowest Trading Price (as defined below) for the Common Stock during the five (5) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the volume weighted average price on the Principal Market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Quotestream or Bloomberg). The Company received proceeds of ~~$191~~received,~~000~~ onnet ~~June 3, 2025, and the Company reimbursed the investor for expenses for legal fees and due diligence~~ of ~~$9,000.~~discounts ~~For the three~~ and ~~nine~~issuance ~~months ended September 30, 2025, amortization of the~~ costs ofin ~~$2,250 and $3,000, respectively, was charged to interest~~accordance ~~expense. In conjunction~~ with ~~this~~ASC ~~Note,~~480-10-55-44 ~~the~~on ~~Company issued 2 common stock purchase warrants; each warrant entitles~~ the ~~Holder~~consolidated tobalance ~~purchase 1~~sheets,~~000,000,000~~ ~~shares~~and ofsubsequently ~~common~~measured ~~stock~~ at anamortized ~~exercise~~cost ~~price~~using ~~of $0.0002, subject to adjustments and expires on~~ the ~~five-year~~effective ~~anniversary of~~interest ~~the Issue Date~~method. Interest ~~The~~expense ~~warrants~~is ~~issued~~recognized ~~resulted~~ in ~~a debt discount of $127,333. For~~ the ~~three~~statement ~~and nine months ended September 30, 2025, amortization~~ of ~~the debt discount of $31,833 and $42,444 was charged to interest expense~~operations.

OnIf ~~July 15, 2025 (~~the ~~“Issue~~instrument ~~Date”),~~contains ~~the~~embedded ~~Company~~conversion ~~entered~~features ~~into~~or aother ~~12%, $200,000 face~~terms ~~value~~that ~~promissory~~require ~~note~~bifurcation ~~(the~~under ~~“July~~ASC ~~2025~~815, ~~Note”)~~these ~~with~~features aare ~~third-party (the “Holder”) due July 14, 2026 (the~~separated ~~“Maturity~~from ~~Date”). The July 2025 Note is with~~ the ~~same~~host ~~lender~~contract and ~~the~~recorded ~~same terms~~ as ~~the~~derivative ~~May~~liabilities ~~2025~~at ~~Note.~~fair ~~The Company received proceeds of $191,000 on July 15, 2025, and the Company reimbursed the investor for expenses for legal fees and due diligence of $9,000~~value. ~~For~~ ~~the~~Derivative ~~three~~liabilities ~~and~~are ~~nine~~remeasured ~~months~~at ~~ended~~fair ~~September~~value ~~30,~~at ~~2025, amortization of the costs of $1,875 was charged to interest expense. In conjunction with this Note, the Company issued 2 common stock purchase warrants;~~ each ~~warrant entitles the Holder to purchase 1,000,000,000~~ ~~shares~~reporting ~~of common stock at an exercise price of $0.0002~~date, ~~subject~~ towith ~~adjustments~~changes ~~and~~in ~~expires~~fair onvalue ~~the~~recognized ~~five-year anniversary of the Issue Date. The warrants issued resulted~~ in ~~a debt discount of $143,250. For~~ the ~~three~~consolidated ~~and~~statements ~~nine months ended September 30, 2025, amortization~~ of ~~the debt discount of $29,844 was charged to interest expense~~operations.

The Company accounts for derivative financial instruments in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging. Under this guidance, the Company evaluates whether an embedded feature within a financial instrument is required to be accounted for separately as a derivative.

Embedded derivatives that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that are not eligible for the scope exceptions under ASC 815, are bifurcated from the host instrument and accounted for as separate derivative financial instruments. These derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value, with changes in fair value recognized in the consolidated statements of operations in the period in which they occur.

When the Company issues convertible debt instruments that contain embedded conversion features with variable settlement terms or other features that result in a potential issuance of a variable number of shares, the embedded conversion feature is assessed under ASC 815 -15-25 and ASC 815-10-15-83. If the conversion feature requires bifurcation, it is separated from the debt host and accounted for as a derivative liability.

On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due 15% convertible note issued by the Company on September 13, 2017. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of this note was $25,000.

F-16

On ~~September~~May 2428, 2025 (the “Issue Date”), the Company entered into a 12%, $200,000 ~~face~~ face value promissory note (the “~~September~~May 2025 Note”), with a third-party (the “Holder”) due ~~September 23,~~May 28, 2026 (the “Maturity Date”). The Holder shall have the right from time to time, and at any time following, convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company. The per ~~September~~share ~~2025~~conversion price into which Principal Amount and interest (including any Default Interest) under this Note isshall ~~with~~be convertible into shares of Common Stock hereunder as further described in this Note (the ~~same~~“Conversion ~~lender~~Price”) ~~and~~shall equal the ~~same~~Market ~~terms~~Price (as defined in the ~~May~~Note), ~~2025~~subject to adjustment as provided in this Note. “Market Price” shall mean 70% of the lowest Trading Price (as defined below) for the Common Stock during the five (5) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the volume weighted average price on the Principal Market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Quotestream or Bloomberg). The Company received proceeds of $191,000 on June ~~September 24~~3, 2025, and the Company reimbursed the investor for expenses for legal fees and due diligence of $9,000. ~~For~~Pursuant to ASC 815, the ~~three~~Company ~~and~~determined ~~nine~~that ~~months~~the ~~ended~~conversion ~~September~~feature ~~30,~~is ~~2025,~~embedded ~~amortization~~in ofthe debt host and accounted for the conversion ~~costs~~feature as a derivative liability with an initial fair value of $~~187~~179,173 by ~~was~~the ~~charged~~Monte toCarlo ~~interest~~simulation ~~expense~~valuation method (with assumptions of volatility of 236.61% and risk free rate of 4.16%). In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 200,000 post reverse split (1,000,000,000 prior to the reverse split) shares of common stock at an exercise price of $1.00 post reverse split ($0.0002, prior to the reverse split) per share, subject to adjustments and expires on the five-year anniversary of the Issue Date. At issuance, the Company had insufficient authorized shares available to settle these outstanding warrants, and these warrants were initially classified and recorded as a derivative liability. The warrants ~~issued~~were valued at $969,039 at issuance, by the Monte Carlo simulation valuation method (with assumptions of volatility of 187.76% and risk free rate of 4.05%). The derivative liabilities from the embedded conversion feature and liability-classified warrants resulted in a debt discount of $191,000, and a derivative expense of $95957,~~500.~~212 at issuance. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, amortization of the debt discount (including debt issuance costs) of $164,~~990~~491 based on the effective interest method was charged to interest expense. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of the convertible note was $200,000, with a carrying value of $97,017, and $32,526 net of unamortized discounts of $102,983 and $167,474, as of March 31, 2026, and December 31, 2025, respectively. As of November 28, 2025, the Company was in default of this note due to violation of the “Amortization Payments” term as specified in the note agreement, which requires the Company to make monthly repayment instalment of $37,300 over a six-month period starting from November 28, 2025, and repay all remaining outstanding amounts under this note on May 28, 2026, the Maturity Date.

On July 3115, 2025 (the “Issue Date”), the Company entered into ana ~~Exchange Agreement~~12%, ~~whereby~~ $200,000 face ~~the~~value ~~Company~~promissory ~~agreed~~note ~~that~~ (the ~~holder~~“July ~~may~~2025 ~~exchange any part or~~Note”) ~~all~~with ofa third-party (the ~~outstanding~~“Holder”) ~~principal~~due ~~and~~July 14, ~~interest~~2026 (the ~~Exchange~~“Maturity ~~Amount~~Date”). ofThe July ~~the~~2025 ~~promissory~~Note ~~note~~is ~~entered~~with ~~into~~the onsame ~~February~~lender 9,and ~~2021~~the ~~(see~~same ~~Note 7)~~terms atas ~~any~~the ~~time~~May ~~and~~2025 ~~from~~Note. ~~time~~The toCompany ~~time~~received ~~into~~proceeds ~~the number~~ of ~~common~~$191,000 on ~~shares~~July ~~equal~~15, to2025, and the ~~Exchange~~Company ~~Amount~~reimbursed ~~divided by~~ the ~~lowest~~investor ~~trading price~~for ~~from~~expenses ~~the~~for ~~previous~~legal ~~ten~~fees ~~(10)~~and ~~trading~~due ~~days,~~diligence ~~and~~of $9,000. Pursuant to ~~extend~~ASC 815, the ~~maturity~~Company ~~date~~determined ofthat the ~~note~~conversion tofeature ~~March~~is ~~31,~~embedded ~~2026.~~in ~~The~~the ~~Company~~debt ~~determined~~host and accounted for the ~~Exchange~~conversion ~~Agreement~~feature ~~represented~~as a ~~substantial~~derivative ~~modification~~liability towith ~~the~~an ~~existing~~initial ~~debt.~~fair ~~Accordingly~~value of $187,309 by the ~~Company~~Monte ~~extinguished~~Carlo ~~the~~simulation ~~promissory~~valuation ~~note~~method ~~dated~~(with assumptions ~~February~~of 9,volatility ~~2021,~~of as257.88% and ~~well~~risk asfree ~~the~~rate ~~accrued~~of ~~interest~~4.11%). In asconjunction ofwith ~~July~~this 31Note, ~~2025,~~the ~~and~~Company ~~recorded~~issued ~~two~~2 common ~~convertible~~stock ~~notes,~~purchase ~~one~~warrants; ~~for~~each ~~the~~warrant ~~principal~~entitles ~~amount~~the Holder ofto ~~$2,~~purchase 200,000 post ~~with~~reverse ansplit ~~annual~~(1,000,000,000 prior ~~interest~~to ~~rate~~the ofreverse ~~15%~~split) ~~and~~shares ~~one~~of ~~for~~common ~~the~~stock ~~accrued~~at ~~interest~~an exercise price of $1~~,358,229~~.00 post ~~with~~reverse nosplit ~~additional~~($0.0002 prior ~~interest~~to in the ~~future. The~~reverse ~~embedded~~split) ~~conversion~~per ~~features~~share, ~~for~~subject ~~these~~to ~~convertible~~adjustments and ~~notes~~expires ~~were~~on ~~accounted~~the ~~for~~five-year asanniversary ~~derivatives,~~of ~~which~~the ~~were~~Issue ~~valued~~Date. atAt ~~$866~~issuance,~~343~~ by the ~~Monte Carlo~~Company ~~option~~had ~~pricing~~insufficient ~~method~~authorized ~~(see~~shares ~~Note~~available 6)to settle these outstanding warrants, ~~and~~these ~~were~~warrants are classified and recorded as ~~debt~~a ~~discount~~derivative ~~that~~liability. ~~will~~The bewarrants ~~amortized~~were ~~through~~valued at $836,069 at issuance, by the ~~new~~Monte ~~maturity~~Carlo ~~date~~simulation ofvaluation ~~the~~method ~~note~~(with assumptions of ~~March~~volatility ~~31,~~of ~~2026~~185.97% and Onrisk ~~August~~free ~~20,~~rate ~~2025,~~of ~~the~~4.05%). The ~~holder~~derivative ~~converted~~liabilities ~~$50,000~~from of the ~~note~~embedded ~~into~~conversion ~~500,000,000~~feature ~~shares~~and ofliability-classified ~~common~~warrants ~~stock~~resulted atin a ~~conversion~~debt discount of $191,000, ~~price~~and a derivative expense of $0832,378 at issuance.~~0001.~~ For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, amortization of the debt discount (including debt issuance costs) of $~~216~~39,~~586~~885 based on the effective interest method was charged to ~~interest~~ interest expense. As of ~~September~~March 3031, 2026, and December 31, 2025, the outstanding principal balance of the ~~two~~ convertible ~~notes~~note was $3200,~~508~~000,~~229,~~ with a carrying value of $275,~~858~~699,~~472~~ and $35,814, respectively, net of unamortized ~~discount~~discounts of $~~649~~124,~~757~~301 and $164,186 as of ~~September~~March 3031, 2026, and December 31, 2025. The Company was in default of this note due to the cross default provisions in this note in connection with default of the May 28, 2025, note.

On September 24, 2025 (the “Issue Date”), the Company entered into a 12%, $200,000 face value promissory note (the “September 2025 Note”) with a third-party (the “Holder”) due September 23, 2026 (the “Maturity Date”). The September 2025 Note is with the same lender and the same terms as the May 2025 Note. The Company received proceeds of $191,000 on September 24, 2025, and the Company reimbursed the investor for expenses for legal fees and due diligence of $9,000. Pursuant to ASC 815, the Company determined that the conversion feature is embedded in the debt host and accounted for the conversion feature as a derivative liability with an initial fair value of $176,598 by the Monte Carlo simulation valuation method (with assumptions of volatility of 212.92% and risk free rate of 3.63%). In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 200,000 post reverse split (1,000,000,000 prior to the reverse split) shares of common stock at an exercise price of $1.00 post reverse split ($0.0002 prior to the reverse split) per share, subject to adjustments and expires on the five-year anniversary of the Issue Date. At issuance, the Company had insufficient authorized shares available to settle these outstanding warrants, these warrants are classified and recorded as a derivative liability. The warrants were valued at $332,395 at issuance, by the Monte Carlo simulation valuation method (with assumptions of volatility of 259.75% and risk free rate of 3.70%). The derivative liabilities from the embedded conversion feature and liability-classified warrants resulted in a debt discount of $191,000, and a derivative expense of $317,993 at issuance. For the three months ended March 31, 2026, amortization of the debt discount (including debt issuance costs) of $18,420 based on the effective interest method was charged to interest expense. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of the convertible note was $200,000, with a carrying value of $29,994, and $11,574, respectively, net of unamortized discounts of $170,006 and $188,426, as of March 31, 2026, and December 31, 2025, respectively. The Company was in default of this note due to the cross default provisions in this note in connection with the default of the May 28, 2025, note.

F-17

On July 31, 2025, the Company entered into an Exchange Agreement, whereby, the Company agreed that the holder may exchange any part or all of the outstanding principal and interest (the Exchange Amount) of the promissory note entered into on February 9, 2021 at any time and from time to time into the number of common shares equal to the Exchange Amount divided by the lowest trading price from the previous ten (10) trading days, and to extend the maturity date of the note to March 31, 2026. The Company determined the Exchange Agreement represented a substantial modification to the existing debt. Accordingly, the Company extinguished the promissory note dated February 9, 2021, as well as the accrued interest as of July 31, 2025, and recorded two convertible notes, one for the principal amount of $2,200,000 with an annual interest rate of 15% and one for the accrued interest of $1,358,229 with no additional interest in the future. The embedded conversion features for these convertible notes were accounted for as derivatives, which were valued at an initial amount of $1,842,831 on July 31, 2025 by the Monte Carlo simulation valuation method (with assumptions of volatility of 321% and risk free rate of 4.24%), and were recorded as debt discount that will be amortized based on the effective interest method through the new maturity date of the note of March 31, 2026. For the three months ended March 31, 2026, amortization of the debt discount of $814,637 based on the effective interest method was charged to interest expense. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of the two convertible notes was $3,458,229, with a carrying value of $3,458,229 as of Mach 31, 2026, and $2,643,592, respectively, net of unamortized discount of $814,637 as of December 31, 2025.

On January 22, 2026 (the “Issue Date”), the Company entered into a 12%, $147,000 face value promissory note (the “January 2026 Note”) with a third-party (the “Holder”) due October 30, 2026 (the “Maturity Date”). The Company received proceeds of $140,000 on January 22, 2026, and the Company reimbursed the investor for expenses for legal fees and due diligence of $7,000. Pursuant to ASC 815, the Company determined that the conversion feature is embedded in the debt host and accounted for the conversion feature as a derivative liability with an initial fair value of $162,818 by the Monte Carlo simulation valuation method (with assumptions of volatility of 191.43% and risk free rate of 3.57% resulted in a debt discount of $140,000, and an expense of $22,818 at issuance recognized in the consolidated statements of operations. For the three months ended March 31, 2026, amortization of the debt discount (including debt issuance costs) of $11,569 based on the effective interest method was charged to interest expense. As of March 31, 2026, the outstanding principal balance of the convertible note was $147,000, with a carrying value of $11,569, net of unamortized discounts of $135,431 as of March 31, 2026.

On January 22, 2026 (the “Issue Date”), the Company entered into a 12%, $75,000 face value promissory note (the “2^nd January 2026 Note”) with a third-party (the “Holder”) due October 30, 2026 (the “Maturity Date”). The Company received proceeds of $75,000 on January 22, 2026. Pursuant to ASC 815, the Company determined that the conversion feature is embedded in the debt host and accounted for the conversion feature as a derivative liability with an initial fair value of $82,961 by the Monte Carlo simulation valuation method (with assumptions of volatility of 191.43% and risk free rate of 3.57% resulted in a debt discount of $75,000, and an expense of $7,961 at issuance recognized in the consolidated statements of operations. For the three months ended March 31, 2026, amortization of the debt discount of $5,085 based on the effective interest method was charged to interest expense. As of March 31, 2026, the outstanding principal balance of the convertible note was $75,000, with a carrying value of $5,085, net of unamortized discounts of $69,915 as of March 31, 2026.

F-18

The following table summarizes the Company’s convertible notes payable:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	Nine Months ended September 30, 2025			Year ended December 31, 2024
	Three Months ended March 31, 2026			Year ended December 31, 2025
Beginning balance	$	25,000		$	25,000
Beginning convertible notes principal balance	$	4,083,229		$	25,000
New convertible note issuances		~~600~~222,000			-600,000
Convertible notes issued in exchange for promissory note and accrued interest as a result of loan modification (see Note 7)		3,558,229			-
Convertible notes issued in exchange for promissory note and accrued interest as a result of loan modification		-			3,558,229
Less: conversion		~~(50,000~~-	)		-(100,000	)
Less: unamortized discounts		(~~963~~602,~~499~~636	)		-(1,334,724	)
Ending balance, net of discounts	$	3,~~169~~702,~~730~~593		$	252,~~000~~748,505

~~NOTE~~The 6Company –valued ~~DERIVATIVE~~the ~~LIABILITIES~~derivative liabilities at March 31, 2026, and December 31, 2025, at $2,955,700 and $4,193,434 respectively.

~~The Company~~(1) ~~has~~As ~~adopted~~of ~~Accounting~~January ~~Standards~~21, ~~Update (“ASU”) 2020-06~~2026, ~~Debt—Debt~~the ~~with~~date ~~Conversion~~of ~~and~~the ~~Other~~reverse ~~Options~~stock split (~~Subtopic 470-20~~the reverse stock split), ~~which~~the ~~removed~~Company ~~certain~~has ~~separation~~sufficient ~~models~~authorized inshares ~~Subtopic~~available ~~470-20~~to settle certain outstanding warrants. ~~Under~~As a result, these warrants met the ~~amendments~~criteria infor ~~ASU~~equity ~~2020-06,~~classification and the corresponding embedded ~~conversion~~derivative ~~features~~ no longer ~~are~~required ~~separated~~separate ~~from~~liability ~~the~~classification. ~~host~~The ~~contract~~carrying ~~for~~amount ~~convertible~~of ~~instruments~~the ~~with~~derivative ~~conversion~~liability ~~features~~of $1,513,786 as of that ~~are~~date ~~not~~was ~~required~~reclassified to beadditional ~~accounted for~~paid-in ascapital. ~~derivatives~~On ~~under~~January ~~Topic~~21, ~~815~~2026, ~~Derivatives~~the Company revalued all of the warrants associated with the convertible notes dated May 28, 2025, July 15, 2025, and ~~Hedging~~September 24, or2025. ~~that~~The doCompany ~~not~~used ~~result~~the inMonte ~~substantial~~Carlo ~~premiums~~simulation ~~accounted~~valuation ~~for~~method with the following assumptions as ~~paid-in~~of ~~capital~~January 21, 2026, risk free rate at 3. ~~Consequently~~78% to 3.80%, aand ~~convertible~~volatility ~~debt~~of ~~instrument~~194.76% ~~will~~to be224.55%, ~~accounted~~which ~~for~~resulted asin a ~~single~~fair ~~liability~~value ~~measured~~of $1,513,786, which was $98,012 less than the fair value at ~~its~~December ~~amortized~~31, ~~cost~~2025. The Company reduced the derivative liability and a credited expense for $98,012, for the three months ended March 31, 2026.

~~At any~~(2) ~~given~~For ~~time, certain of~~ the ~~Company’s embedded conversion features on debt and outstanding warrants may be treated as~~ derivative liabilities ~~for~~associated ~~accounting~~with ~~purposes~~the ~~under~~embedded ~~ASC~~conversion ~~815-40~~feature ~~due~~of toconvertible ~~insufficient~~notes, ~~authorized~~the ~~shares~~Company toused ~~settle~~the ~~these~~Monte ~~outstanding~~Carlo ~~contracts.~~simulation ~~Pursuant to~~valuation ~~SEC~~method ~~staff~~with ~~guidance~~the ~~that~~following ~~permits~~assumptions aas ~~sequencing approach based on the use~~ of ~~ASC~~March ~~815-15-25~~31, ~~which~~2026, ~~provides~~and ~~guidance~~December ~~for~~31, ~~contracts~~2025, ~~that permit~~risk ~~partial~~free ~~net~~rate ~~share~~at ~~settlement~~3.70% ~~The~~to ~~sequencing~~3.72%, ~~approach~~and ~~may~~3.54% beto ~~applied~~3.67%, inrespectively, ~~one~~and volatility of ~~two~~256.63% ~~ways:~~to ~~contracts~~350.37%, ~~may~~and ~~be evaluated based on (1) earliest issuance date or (2) latest maturity date~~300.23% ~~Pursuant~~ to ~~the sequencing approach~~347%, ~~the Company evaluates its contracts based upon the latest maturity date~~respectively.

~~The Company~~(3) ~~valued~~For the derivative liabilities atassociated ~~September 30, 2025, and December 31, 2024, at $1,753,651 and $210,493 respectively. In connection~~ with the ~~Exchange~~remaining ~~Agreement~~outstanding ~~(see~~warrants ~~Note~~which ~~5),~~were onprimarily ~~July~~issued ~~31,~~in ~~2025,~~prior ~~the Company recorded an initial derivative liability of $866~~years,~~343,~~ ~~with~~ the ~~offset~~following toassumptions ~~debt~~were ~~discount.~~utilized ~~The~~in ~~Company used~~ the ~~Monte~~Black-Scholes ~~Carlo simulation~~ valuation ~~model with~~method ~~the~~as ~~following~~of ~~assumptions~~March as31, of2026, ~~July~~and December 31, 2025, risk free interest ~~rates~~rate atof 43.2471% ~~and~~to ~~volatility~~3.80%, ofand ~~300%~~3.54% ~~For~~to ~~the derivative~~3.59%, ~~liability associated with convertible notes~~respectively, ~~the~~volatility ~~Company used the Monte Carlo simulation valuation model with the following assumptions as~~ of ~~September~~344.86% 30and 347%, ~~2025~~respectively, and ~~December~~exercise ~~31,~~prices ~~2024,~~of ~~risk~~$1.00 ~~free~~to ~~interest~~$40.00 ~~rates~~post atreverse 3split ($0.~~83%~~0002 ~~and~~to 4$0.~~24%,~~008 ~~respectively,~~prior ~~and~~to ~~volatility of~~the ~~385%,~~reverse ~~and~~split) ~~101%,~~per ~~respectively~~share for both periods.

~~The~~A ~~following~~summary ~~assumptions~~of ~~were utilized in~~ the ~~Black-Scholes~~activity ~~valuation~~related ofto ~~outstanding~~derivative ~~warrants~~liabilities asfor ofthe ~~September~~three ~~30,~~months ~~2025,~~ended ~~and~~March ~~December~~ 31, ~~2024,~~ ~~risk free interest rate of 3.38% to 3.83%~~2026, and ~~4.18% to 4.25%~~2025, ~~respectively,~~is ~~volatility~~as ~~of 385% to 527%, and 121% to 146%, respectively, and exercise prices of $0.0002 to $0.008, and $0.0019 to $0.008, respectively.~~follows:

F-17

A summary of the activity related to derivative liabilities for the nine months ended September 30, 2025, and 2024, is as follows:

	Derivative liabilities associated with warrants			Derivative liabilities associated with convertible notes		Total derivative liabilities
Balance January 1, 2025	$	176,103		$	34,390	$	210,493
Balance January 1, 2026	$	1,644,738		$	2,548,696	$	4,193,434
Fair value of issuances during the period		1,200,000			866,343		2,066,343
Fair value of issuances		-			245,779		245,779
Change in fair value		(~~770~~120,~~208~~823	)		~~247~~151,~~023~~096		~~(523~~30,~~185~~273	)
Balance September 30, 2025	$	605,895		$	1,147,756	$	1,753,651
Reclassified to equity		(1,513,786	)		-		(1,513,786	)
Balance March 31, 2026	$	10,129		$	2,945,571	$	2,955,700

	Derivative liabilities associated with warrants			Derivative liabilities associated with convertible notes		Total derivative liabilities
Balance January 1, 2024	$	1,187,076		$	29,002	$	1,216,078
Balance January 1, 2025	$	176,103		$	34,390	$	210,493
Change in fair value		(555,497	)		6,096		(549,401	)
Fair value of issuances		-			-		-
Balance September 30, 2024	$	631,579		$	35,098	$	666,677
Change in fair value		(118,783	)		7,024		(111,759	)
Balance March 31, 2025	$	57,320		$	41,414	$	98,734

~~NOTE 7 – NOTES PAYABLE~~F-19

NOTE 6 – NOTES PAYABLE

The Company has the following notes payable outstanding:

SCHEDULE OF NOTES PAYABLE

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Note payable, interest at 8% or 20% (if default), matured January 5, 2020, in default	$	45,000	$	45,000
Other, due on demand, interest at 6%, currently in default		50,000		50,000
Note payable $750,000 face value, interest at 12% or 24% (if default), matured August 24, 2021, in default		375,000		375,000
Note payable $750,000 face value, interest at default rate of 24%, matured August 24, 2021, in default		375,000		375,000
Note payable $389,423 face value, interest at 15%, matured November 6, 2025, net of discount of $5,537 (2025) and $48,259 (2024)		383,886		341,164
Note payable $389,423 face value, interest at 15%, matured November 6, 2025, in default		389,423		389,423
Note payable $1,000,000 face value, interest at 12% or 24% (if default), matured November 13, 2021, in default		1,000,000		1,000,000
Note payable $1,000,000 face value, interest 24% default rate, matured November 13, 2021, in default		1,000,000		1,000,000
Note payable $2,200,000 face value, interest at 15%, matures March 31, 2026, the September 30, 2025 balance of $2,150,000 was included and presented under convertible notes payable as a result of loan modification (see Note 5)		-		2,200,000
Note payable $11,110,000 face value, interest at 15%, matured October 31, 2024, in default		11,110,000		11,110,000
Note payable $3,300,000 face value, interest at 15%, matured October 31, 2024, in default		3,300,000		3,300,000
Note payable $3,020,000 face value, matured March 31, 2023, in default		1,820,000		1,820,000
Note payable $165,000 face value, interest at 15%, matures August 13, 2026, net of discount of $13,125		151,875		-
Note payable $165,000 face value, interest at 15%, matures August 13, 2026, net of discount of $5,625 (2026) and $9,375 (2025), respectively		159,375		155,625
Sub-total notes payable, net of discount		18,235,761		20,241,164
Note payable $250,000 face value, interest at 15%, matures November 21, 2026, net of discount of $34,375 (2026) and $46,875 (2025), respectively		215,625		203,125
Note payable $100,000 face value, interest at 15%, matures January 5, 2027, net of discount of $7,500		92,500		-
Note payable $110,000 face value, interest at 15%, matures February 3, 2027, net of discount of $8,333		101,667		-
Sub-total notes payable, net of discount		18,658,590		18,448,173
Less long-term portion, net of discount		-		-
Current portion of notes payable, net of discount	$	18,~~235~~658,~~761~~590	$	2018,~~241~~448,~~164~~173

On ~~August~~January 135, ~~2025~~2026, the Company entered into a 15% Secured Promissory Note for $~~165~~100,000 with a third-party lender and a maturity date of ~~August~~ 13January 5, ~~2026~~2027. The Company received proceeds of $~~150~~90,000 on ~~August~~January 145, ~~2025~~2026, and the Company reimbursed the investor for expenses for legal fees and due diligence of $1510,000 (original issue discount or “OID”). This note shall be senior secured by any and all assets of the Company. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, $12,~~875~~ 500 was charged to interest expense. As of ~~September~~March 3031, ~~2025~~2026, the outstanding principal balance of this note was $~~165~~100,000 with a carrying value of $~~151~~92,~~875~~500, net of unamortized discounts of $137,~~125 as~~500 as of ~~September~~March 3031, ~~2025~~2026.

FOn February 3, 2026, the Company entered into a 15% Secured Promissory Note for $110,000 with a third-18party lender and a maturity date of February 3, 2027. The Company received proceeds of $100,000 on February 5, 2026, and the Company reimbursed the investor for expenses for legal fees and due diligence of $10,000 (original issue discount or “OID”). This note shall be senior secured by any and all assets of the Company. For the three months ended March 31, 2026, $1,667 was charged to interest expense. As of March 31, 2026, the outstanding principal balance of this note was $110,000 with a carrying value of $101,667, net of unamortized discounts of $8,333 as of March 31, 2026.

On November 1121, ~~2022~~2025, the Company entered into a ~~non-interest~~15% ~~bearing,~~Secured Promissory Note for $3250,~~020,~~000 ~~face value promissory note~~ with a third-party lender ~~with scheduled weekly payments~~ and a maturity date of ~~March~~November 3121, ~~2023~~2026. InThe ~~exchange~~Company ~~for~~received ~~the~~proceeds ~~issuance~~ of ~~the~~ $3200,~~020,~~000 ~~note~~on December 9, ~~inclusive~~2025, ofand ~~an original~~the ~~issue~~Company ~~discount~~reimbursed ofthe ~~$250,000,~~investor for expenses for legal fees and ~~the~~due ~~reclass~~diligence of $~~260~~50,000 ~~from~~(original ~~accounts~~issue ~~payable~~discount ~~and~~or ~~accrued~~“OID”). ~~expenses~~This ~~the~~note ~~Company~~shall ~~received~~be ~~proceeds of~~senior ~~$2,510,000~~secured onby ~~November~~any and ~~11,~~all ~~2022,~~assets ~~from~~of the ~~lender~~Company. ~~Through~~For ~~September~~the ~~30,~~three ~~2025,~~months ~~the~~ended ~~Company~~March ~~has~~31, ~~repaid~~2026, $112,~~200,000~~500 ofwas ~~the~~charged ~~principal~~to ~~of the~~interest ~~note~~expense. As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, the outstanding principal balance of this note was 1$250,~~820,~~000. ~~The~~with ~~Company is~~a incarrying ~~default~~value onof ~~the~~$215,625, ~~weekly~~and ~~payments.~~$203,125, ~~The~~respectively, net ~~Company~~of isunamortized ~~currently~~discounts inof ~~discussions~~$34,375 ~~with~~and ~~the~~$46,875 ~~lender~~as ~~regarding~~of anMarch ~~extension~~31, of2026, ~~the~~and ~~maturity date~~December 31, 2025, respectively.

On December 7, 2021, the Company entered into a 12%, $3,300,000 face value promissory note with a third- party lender with a maturity date of December 7, 2022. In exchange for the issuance of the $3,300,000 note, inclusive of an original issue discount of $300,000, the Company received proceeds of $3,000,000 on December 13, 2021, from the lender. In conjunction with the note, the Company issued a warrant to purchase 75,000,000 shares of common stock at $0.039 per share (subject to adjustments) with an expiry date on the three- year anniversary of the note. On October 31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15% per annum. The Company issued 75,000,000 warrants at an exercise price of $0.0067 and with an expiration of October 31, 2025, in exchange for the extension. The warrants were valued at $510,000 by the Black-Scholes option pricing method and have been amortized through the new maturity date of the note. The Company determined that this transaction was a modification of the existing note. For the three and nine months ended September 30, 2025, there was no charge to interest expense, and $63,750 and $191,250, respectively, was charged to interest expense for the three and nine months ended September 30, 2024. As of September 30, 2025, and December 31, 2024, the outstanding principal balance of this note was $3,300,000. The Company is currently in discussions with the lender regarding an extension of the maturity date.

On March 17, 2021, the Company entered into a 12%, $11,110,000 face value promissory note with a third- party lender with a maturity date of March 17, 2022. In exchange for the issuance of the $11,110,000 note, inclusive of an original issue discount of $1,000,000 and lender costs of $110,000, the Company received proceeds of $10,000,000 on March 23, 2021, from the lender. In conjunction with the note, the Company issued a warrant to purchase 250,000,000 shares of common stock at $0.13 per share (subject to adjustments) with an expiry date on the three- year anniversary of the note. On October 31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15% per annum. The Company issued 250,000,000 warrants at an exercise price of $0.0067 and with an expiration of October 31, 2025, in exchange for the extension. The warrants were valued at $1,700,000 by the Black-Scholes option pricing method and have been amortized through the new maturity date of the note. The Company determined that this transaction was a modification of the existing note. For the three and nine months ended September 30, 2025, there was no charge to interest expense. For the three and nine months ended September 30, 2024, $212,500 and $637,500, respectively, was charged to interest expense. As of September 30, 2025, and December 31, 2024, the outstanding principal balance of this note was $11,110,000. The Company is currently in discussions with the lender regarding an extension of the maturity date.

On February 9, 2021, the Company entered into a 12%, $2,200,000 face value promissory note with a third- party lender with a maturity date of February 9, 2022. In exchange for the issuance of the $2,200,000 note, inclusive of an original issue discount of $200,000, the Company received proceeds of $2,000,000 on February 16, 2021, from the lender. In conjunction with the note, the Company issued a warrant to purchase 50,000,000 shares of common stock at $0.15 per share (subject to adjustments) with an expiry date on the three- year anniversary of the note. On October 31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15% per annum. The Company issued 50,000,000 warrants at an exercise price of $0.0067 and with an expiration of October 31, 2025, in exchange for the extension. The warrants were valued at $340,000 by the Black-Scholes option pricing method and have been amortized through the new maturity date of the note. The Company determined that this transaction was a modification of the existing note. On July 31, 2025, the Company entered into an Exchange Agreement (see Note 5), whereby, the Company agreed that the holder may exchange any part or all of the outstanding principal and interest (the Exchange Amount) at any time and from time to time into the number of common shares equal to the Exchange Amount divided by the lowest trading price from the previous ten (10) trading days, and to extend the maturity date of the note to March 31, 2026. As a result, this note (with all of its outstanding principal and accrued interest as of July 31, 2025) was exchanged into a convertible note. The Company determined the Exchange Agreement represented a substantial modification to the existing debt. Accordingly, the Company extinguished the promissory note dated February 9, 2021, as well as the accrued interest as of July 31, 2025, and recorded two convertible notes, one for the principal amount of $2,200,000 (at an annual interest rate of 15%) and one for the accrued interest of $1,358,229 (with no additional interest in the future). For the three and nine months ended September 30, 2024, $42,500 and $127,500, respectively, was charged to interest expense. As of September 30, 2025, the outstanding principal balance of this note of $2,150,000 was included and presented under convertible notes payable. As of December 31, 2024, the outstanding principal balance of this note was $2,200,000.

F-19

On November 13, 2020, the Company entered into a 12%, $1,000,000 face value promissory note with a third-party due November 13, 2021. Principal payments shall be made in six instalments of $166,667 commencing 180 days from the issue date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the maturity date. The Company received proceeds of $890,000 on November 20, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $110,000. In conjunction with this note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 125,000,000 shares of common stock at an exercise price of $0.008, subject to adjustments and expires on the five-year 5 anniversary of the issue date. This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted by law. As of September 30, 2025, and December 31, 2024, the outstanding principal balance of this note was $1,000,000. As of September 30, 2025, and December 31, 2024, the accrued interest is $1,035,452 and $855,452, respectively. The Company is in discussions with the lender regarding the extension of the maturity date of this note.

On November 6, 2020, the Company entered into a Settlement Agreement with the holder of $120,000 of convertible notes with accrued and unpaid interest of $8,716 and a $210,000 Promissory Noted dated June 23, 2020, with accrued and unpaid interest of $15,707. The Company issued a new 12% Promissory Note with a face value of $389,423 and a maturity date of November 6, 2023, and was in default. In conjunction with this settlement, the Company issued a warrant to purchase 60,000,000 shares of common stock at an exercise price of $0.0075, subject to adjustments and expires on the five-year 5 anniversary of the issue date. The Company analyzed the transaction and concluded that this was a modification to the existing debt. The investor exercised the warrant on January 14, 2021. On November 6, 2023, the maturity date of the note was extended to November 6, 2025, and the interest rate was increased to 15% per annum. The Company issued 60,000,000 warrants at an exercise price of $0.0019 and with an expiration of November 6, 2026, in exchange for the extension. The warrants were valued at $113,921 by the Black-Scholes option pricing method and are being amortized through the new maturity date of the note. The Company determined that this transaction was a modification of the existing note. For the three and nine months ended September 30, 2025, and 2024, $14,242 and $42,722, respectively, was charged to interest expense. As of September 30, 2025, and December 31, 2024, the outstanding principal balance of this note was $389,423 with a carrying value of $383,886 and $341,164, respectively, net of unamortized discounts of $5,537 and $48,259, respectively, as of September 30, 2025, and December 31, 2024.

On August 24, 2020 (the “Issue Date”), the Company entered into a 12%, $750,000 face value promissory note with a third-party (the “Holder”) due August 24, 2021 (the “Maturity Date”). Principal payments shall be made in six instalments of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. The Company received proceeds of $663,000 on August 25, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $87,000. In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 122,950,819 shares of common stock at an exercise price of $0.0061, subject to adjustments and expires on the five-year anniversary of the Issue Date. As of September 30, 2025, and December 31, 2024, the outstanding principal balance of this note was $375,000. This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted by law. During the three and nine months ended September 30, 2025, the Holder converted $48,715 and $82,498 of accrued interest into 899,700,800 and 1,331,366,500 shares of common stock at a conversion price of $0.00004 to $0.00008. As of September 30, 2025, and December 31, 2024, the accrued interest is $445,284 and $360,247, respectively. The Company is in discussions with the lender regarding the extension of the maturity date of this note.

F-20

~~NOTE~~On 8August –13, ~~DEFERRED~~2025, ~~LIABILITY~~the Company entered into a 15% Secured Promissory Note for $165,000 with a third-party lender and a maturity date of August 13, 2026. The Company received proceeds of $150,000 on August 14, 2025, and the Company reimbursed the investor for expenses for legal fees and due diligence of $15,000 (original issue discount or “OID”). This note shall be senior secured by any and all assets of the Company. For the three months ended March 31, 2026, $3,750 was charged to interest expense. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of this note was $165,000 with a carrying value of $159,375 and $155,625, respectively, net of unamortized discounts of $5,625 and $9,375 as of March 31, 2026, and December 31, 2025, respectively.

On November 11, 2022, the Company entered into a non-interest bearing, $3,020,000 face value promissory note with a third-party lender with scheduled weekly payments and a maturity date of March 31, 2023. In exchange for the issuance of the $3,020,000 note, inclusive of an original issue discount of $250,000, and the reclass of $260,000 from accounts payable and accrued expenses the Company received proceeds of $2,510,000 on November 11, 2022, from the lender. Through December 31, 2025, the Company has repaid $1,200,000 of the principal of the note. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of this note was 1,820,000. The Company is in default on the weekly payments. The Company is currently in discussions with the lender regarding an extension of the maturity date.

On November 13, 2020, the Company entered into a 12%, $1,000,000 face value promissory note with a third-party due November 13, 2021. Principal payments shall be made in six instalments of $166,667 commencing 180 days from the issue date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the maturity date. The Company received proceeds of $890,000 on November 20, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $110,000. In conjunction with this note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 25,000 post reverse split (125,000,000 prior to the reverse split) shares of common stock at an exercise price of $40 post reverse split ($0.008 prior to the reverse split) per share, subject to adjustments and expires on the eight-year (as amended) anniversary of the issue date. This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted by law. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of this note was $1,000,000. As of March 31, 2026, and December 31, 2025, the accrued interest is $1,155,452 and $1,095,452, respectively. The Company is in discussions with the lender regarding the extension of the maturity date of this note.

On November 6, 2020, the Company entered into a Settlement Agreement with the holder of $120,000 of convertible notes with accrued and unpaid interest of $8,716 and a $210,000 Promissory Noted dated June 23, 2020, with accrued and unpaid interest of $15,707. The Company issued a new 12% Promissory Note with a face value of $389,423 and a maturity date of November 6, 2023, and was in default. In conjunction with this settlement, the Company issued a warrant to purchase 12,000 post reverse split (60,000,000 prior to the reverse split) shares of common stock at an exercise price of $37.50 post reverse split ($0.0075 prior to the reverse split) per share, subject to adjustments and expires on the five-year anniversary of the issue date. The Company analyzed the transaction and concluded that this was a modification to the existing debt. The investor exercised the warrant on January 14, 2021. On November 6, 2023, the maturity date of the note was extended to November 6, 2025, and the interest rate was increased to 15% per annum. The Company issued warrants to purchase 12,000 post reverse split (60,000,000 prior to the reverse split) shares of common stock at an exercise price of $9.50 post reverse split ($0.0019 prior to the reverse split) per share, and with an expiration of November 6, 2026, in exchange for the extension. The warrants were valued at $113,921 by the Black-Scholes option pricing method and have been amortized through the new maturity date of the note. The Company determined that this transaction was a modification of the existing note. For the three months ended March 31, 2026, and 2025, $-0- and $14,240, respectively, were charged to interest expense. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of this note was $389,423. As of March 31, 2026, and December 31, 2025, the accrued interest is $283,940 and $269,331, respectively.

F-21

On August 24, 2020 (the “Issue Date”), the Company entered into a 12%, $750,000 face value promissory note with a third-party (the “Holder”) due August 24, 2021 (the “Maturity Date”). Principal payments shall be made in six instalments of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. The Company received proceeds of $663,000 on August 25, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $87,000. In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 24,590 post reverse split (122,950,819 prior to the reverse split) shares of common stock at an exercise price of $30.50 post reverse split ($0.0061 prior to the reverse split) per share, subject to adjustments and expires on the five-year anniversary of the Issue Date. On July 15, 2025, the warrants were extended to have a maturity date of the eighth-year anniversary of the Issue Date. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of this note was $375,000. This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted by law. During the three months ended March 31, 2026, the Holder converted $21,742 of accrued interest (plus conversion fees) into 322,400 shares of common stock at a conversion price of $.04624 to $0.0942. As of March 31, 2026, and December 31, 2025, the accrued interest is $431,407 and $423,896, respectively. The Company is in discussions with the lender regarding the extension of the maturity date of this note.

NOTE 7 – DEFERRED LIABILITY

On September 2, 2020, PCTI entered into an agreement with a third- party. Pursuant to the terms of the agreement, in exchange for $750,000, PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the agreement. Payments are due ninety (90) days after each calendar quarter, with the first payment due on or before March 31, 2021, for revenues for the quarter ending December 31, 2020. On February 26, 2021, the agreement was assigned to Ozop and on March 4, 2021, the note was amended, whereby in exchange for 175,000,000 shares of common stock, the royalty percentage was amended to 1.8%. No payments have been made and the Company is in default of the agreement. On November 11, 2022, the third-party and the Company agreed to reduce the liability by $260,000 and add $260,000 to the promissory note issued on November 11, 2022.

EV Insurance Company records premiums received from the issuance of Vehicle Service Contracts (“VSC’s”) as a deferred liability. The Company will analyze the deferred liability to determine if any amounts can be recorded as income with the balance remaining in deferred liabilities for potential future claims. During the three months ended March 31, 2026, the Company paid a claim of $12,779 and charged the deferred liability account. As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, the Company has recorded $3539,~~320~~ 931 and $1242,~~610~~ 425 as deferred liabilities related to VSC’s.

The deferred liability as of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, on the consolidated balance sheets is $~~525~~529,~~320~~931 and $~~502~~532,~~610,~~425 respectively.

~~NOTE 9 – RELATED PARTY TRANSACTIONS AND BALANCES~~F-22

NOTE 8 – RELATED PARTY TRANSACTIONS AND BALANCES

Employment Agreement

On July 10, 2020, pursuant to the PCTI transaction, the Company assumed an employment contract entered into on February 28, 2020, between the Company and Mr. Conway (the “Employment Agreement”). Mr. Conway’s compensation as adjusted was $20,000 per month. Effective January 1, 2022, the Company entered into a new employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway receives annual compensation of $240,000 from the Company and will also be eligible to receive bonuses and equity grants at the discretion of the BOD. The Company also agreed to compensate Mr. Conway for services provided directly to any of the Company’s subsidiaries. Currently, the subsidiaries of Ozop Capital, OES and OED, each compensates Mr. Conway $20,000 per month.

Management Fees, Sale of Building and Related Party Payables

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025, the Company recorded expenses to Mr. Conway of $240,000 ~~and $720~~,~~000,~~ respectively. During the ~~three and nine months~~ year ended ~~September~~December 3031, 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~~After ~~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 three and nine months ended September 30, 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 1312). As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, the Company owes Mr. Conway $40376,~~000~~ 600 and $60281,~~000~~ 600 for unpaid management fees, which is included in related party liabilities on the unaudited consolidated balance sheets presented herein.

~~NOTE~~Note 10receivable, –related ~~COMMITMENTS AND CONTINGENCIES~~party

During the year ended December 31, 2025, the Company loaned 14464664 Canada Inc. (“Bluezone Beverages”) $150,000 in exchange for a promissory note issued on December 9, 2025, that bears interest at 5% and has a maturity date of December 8, 2027. On January 5, 2026, and February 4, 2026, the Company loaned Bluezone Beverages $75,000 and $100,000 respectively. As of March 31, 2026, and December 31, 2025, the balances of note receivable, related party is $325,000 and $150,000, respectively, and is included in non-current assets on the unaudited consolidated balance sheets. The Company has a binding letter of intent with Bluezone.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Agreements

On September 1, 2021, Ozop Capital entered into an advisory agreement (the “RMA Agreement”) with Risk Management Advisors, Inc. (“RMA”). Pursuant to the terms of the RMA Agreement, RMA will assist Ozop Capital in analyzing, structuring, and coordinating Ozop Capital’s participation in a captive insurance company. RMA will coordinate legal, accounting, tax, actuarial and other services necessary to implement the Company’s participation in a captive insurance company, including, but not limited to, the preparation of an actuarial feasibility study, filing of all required regulatory applications, domicile selection, structural selection, and coordination of the preparation of legal documentation. The fee for these services was $100,000. Ozop Capital agreed to pay $50,000 and to issue $50,000 of shares of restricted common stock. The parties agreed to a reduced fee of $48,000 for the years ended December 31, ~~2024,~~2025. ~~and~~As ~~2023, which has been accrued as~~ of ~~September 30~~March 31, ~~2025 ($96~~2026,~~000),~~ and December 31, ~~2024~~2025, ($96144,000), ~~and~~ is included in accounts payable and accrued expenses on the unaudited consolidated balance sheets presented herein. As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, the Company has recorded 128 post reverse split (637,755 prior to the reverse split) shares of common stock to be issued for the balance owed, in addition to the $48,000.

~~F-21~~On March 4, 2019, the Company entered into a Separation Agreement (the “Separation Agreement”) with Salman J. Chaudhry, pursuant to which the Company agreed to pay Mr. Chaudry $227,200 (the “Outstanding Fees”) in certain increments as set forth in the Separation Agreement. As of March 31, 2026, and December 31, 2025, the balance owed Mr. Chaudhry is $162,085.

On ~~March~~September 42, ~~2019~~2020, ~~the~~PCTI ~~Company~~ entered into an Agreement with a ~~Separation~~third-party. ~~Agreement~~Pursuant (to the ~~“Separation~~terms ~~Agreement”~~of the agreement, in exchange for $750,000, PCTI agreed to pay the third-party a perpetual three percent (3%) ~~with~~payment ~~Salman~~of Jrevenues, as defined in the agreement. ~~Chaudhry~~On February 26, ~~pursuant~~2021, the agreement was assigned to ~~which~~Ozop and on March 4, 2021, the ~~Company~~agreement ~~agreed~~was toamended, ~~pay~~whereby ~~Mr.~~in ~~Chaudry~~exchange ~~$227~~for 35,~~200~~000 post reverse split (175,000,000 prior to the ~~“Outstanding~~reverse ~~Fees”~~split) inshares ~~certain~~of ~~increments~~common asstock, ~~set~~the ~~forth~~royalty inpercentage ~~the Separation~~was ~~Agreement~~amended to 1.8% (see Note 7). As of ~~September 30~~March 31, ~~2025~~2026, and December 31, ~~2024~~2025, the ~~balance~~Company ~~owed~~has ~~Mr.~~recorded ~~Chaudhry~~$243,272, respectively, and is ~~$162,085~~included in accounts payable and accrued expenses on the unaudited consolidated balance sheets presented herein.

~~On September 2, 2020, PCTI entered into an Agreement with a third~~F-party. Pursuant to the terms of the agreement, in exchange for $750,000, PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the agreement. On February 26, 2021, the agreement was assigned to Ozop and on March 4, 2021, the agreement was amended, whereby in exchange for 175,000,000 shares of common stock, the royalty percentage was amended to 1.8% (see Note 8). As of September 30, 2025, and December 31, 2024, the Company has recorded $243,272, respectively, and is included in accounts payable and accrued expenses on the consolidated balance sheets presented herein.23

Legal matters

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

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

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

There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

NOTE 1110– STOCKHOLDERS’ EQUITY

Reverse Stock Split

On January 16, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company with the Nevada Secretary of State to effect a reverse stock split at a 1-for-5,000 ratio. On January 21, 2026 (the “Effective Time”), every 5,000 shares of issued and outstanding Common Stock automatically combined into one issued share of common stock, with no change in par value. No fractional shares were issued as a result of the Reverse Stock Split. Instead of issuing fractional shares, the Company rounded shares up or down to the nearest whole number as determined by DTC at the participant level. The Reverse Stock Split did not modify any voting rights or other terms of the Common Stock. The Company’s Common Stock began trading on a reverse stock split-adjusted basis at the open of the markets on February 21, 2026. As a result, the number of shares of Common Stock outstanding was reduced from 13,327,772,635 shares to 2,665,555 shares, exclusive of 58,309 whole shares issued for rounding up fractional shares (which were issued in January 2026), and the number of authorized shares of Common Stock remains 25,990,000,000 shares.

Common stock

~~During~~On ~~the~~January ~~three and nine months ended September 30~~22, ~~2025~~2026, ~~the~~DTC ~~Company~~requested ~~issued an aggregate of 964~~58,~~363,313~~309 ~~and 2,328,957,493~~ shares of common stock ~~respectively~~as ~~and~~the ~~received~~result ~~net proceeds~~ of ~~$85,797~~rounding ~~and~~up ~~$381,762~~shares ~~after~~for ~~issuance~~the ~~costs~~reverse ofstock ~~$12,946 and $25,261 respectively~~split.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company issued an aggregate of ~~200~~439,~~000,000~~796 post reverse split shares of common stock ~~pursuant~~and toreceived anet ~~Service Agreement~~proceeds ~~(including~~of ~~amendments)~~$47,069 after ~~with~~issuance acosts ~~third~~of ~~party~~ $5,654 and ~~recorded a stock based compensation of~~ $405,000 of accrued interest repayment.

~~F-22~~During the three months ended March 31, 2026, the Company issued 322,400 post reverse split shares of common stock in payment of accrued interest of $20,243 and fees of $1,500.

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, the Company issued 1300,~~399,700,800~~000 ~~and~~post ~~1,831,366,500~~reverse split shares of common stock inpursuant ~~payment~~to ofa ~~convertible~~Service ~~notes~~Agreement with ~~payable~~a ofthird ~~$50,000~~party ~~(three~~ and ~~nine~~recorded ~~months),~~stock ~~accrued~~based ~~interest~~compensation of $48,~~715 and $82,498 (three and nine months) and fees of $1,500 and 2,250 (three and nine months)~~000.

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, the Company issued an aggregate of 53recorded 226,~~290,746~~766 ~~and~~post reverse split (1,~~199~~133,~~808~~822,~~439~~555 prior to the reverse split) shares of common ~~stock~~ ~~respectively~~ and received net proceeds of $46260,~~771~~805 ~~and $979,048, respectively,~~ after issuance costs of $210,~~000 and $33,577 respectively~~552.

Increase in Authorized Shares

On ~~June~~March 4, ~~2024~~2025, the Board of Directors ~~(the “BOD’’)~~ of the Company approved to amend the Company’s Articles of Incorporation (the “~~2024~~March 2025 Amendment”) to increase the authorized capital stock of the Company to 916,000,000,000 shares, of which 815,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the ~~2024~~March 2025 Amendment with the State of Nevada on ~~July~~April 2210, ~~2024~~ 2025.

On ~~March~~May 421, 2025, the ~~BOD~~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 1626,000,000,000 shares, of which 1525,990,000,000 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 ~~April~~July 101, 2025.

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

As of September 30, 2025, and December 31, 2024, the Company has 25,990,000,000 and 8,990,000,000 shares respectively of $0.001 par value common stock authorized and there are 11,446,345,735 and 7,086,021,742 shares respectively of common stock issued and outstanding.

Reverse Split

The BOD of the Corporation also approved a reverse stock split (the “Reverse Split”) of the outstanding shares of common stock of the Company at a ratio of 1- for-5,000. The Company has filed the Reverse Split with FINRA. The reverse split has not been effective, and the Company’s common stock has not been trading on a Reverse Stock Split-adjusted basis as of the filing date of this quarterly report.

Preferred stock

As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, 10,000,000 shares have been authorized as preferred stock, par value $0.001 (the “Preferred Stock”), which such Preferred Stock shall be issuable in such series, and with such designations, rights and preferences as the Board of Directors may determine from time to time.

F-24

Series C Preferred Stock

On July 7, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series C Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company’s preferred remain designated as Series C Preferred Stock. The holders of Series C Preferred Stock have no conversion rights and no dividend rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote. As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, there were 2,500 shares of Series C Preferred Stock issued and outstanding and the shares are held by Mr. Conway.

F-23

Series D Preferred Stock

On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock. On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 18,667 shares of Series D preferred Stock to Chis, and on August 28, 2020, pursuant to Mr. Conway’s employment agreement, the Company issued 1,333 shares of Series D Preferred Stock to Mr. Conway. On July 13, 2021, the Company purchased 18,667 shares of the Company’s Series D Preferred Stock held by Chis.

On July 27, 2021, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation of Series D Preferred Stock (the “Series D Amendment”). Under the terms of the Series D Amendment, 4,570 shares of the Company’s preferred stock will be designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not be entitled to receive dividends. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock and multiply that result by the number of shares of Series D Convertible Preferred Stock being converted. Except as provided in the Series D Amendment or as otherwise required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. The Series D Convertible Preferred Stock shall not bear any liquidation rights. On July 28, 2021, the Company closed on a Stock and Warrant Purchase Agreement (the “Series D SPA”). Pursuant to the terms of Series D SPA, an investor in exchange for $13,200,000 purchased one share of Series D Preferred Stock, and a warrant to acquire 3,236 shares of Series D Preferred Stock. As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, there were 1,334 shares, respectively, of Series D Preferred Stock issued and outstanding ~~and~~ and a warrant to purchase 3,236 shares of Series D Preferred Stock are outstanding as of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025.

The warrant has a 15- year term and Partial Warrant Lock Up and Leak-Out Period. The Holder may only exercise the Warrant and purchase Warrant Shares as follows:

	i.	Up to 162 (one hundred and sixty-two) Warrant Shares, at any time or times on or after five (5) business days from the closing of the Series D SPA (“the Initial Exercise Date”) subject to up to a maximum number of Warrant Shares that, if converted, would be equal to no more than a maximum of 4.99% of the total number of outstanding shares of Common Stock of the Company and no later than on or before the 15^th year anniversary of the Initial Exercise Date (“the Termination Date”); and

	ii.	The Remainder of the Warrant representing up to 3,074 (three thousand and seventy-four) Warrant Shares (“Remaining Warrant Shares”) shall be locked up for a period of 36 (thirty-six) months from the Initial Exercise Date (“Lock Up Period”) and shall become exercisable at any time or times from the date that is the 36 (thirty-six) month anniversary of the Initial Exercise Date (“Lock Up Period Termination Date”) and no later than on or before the Termination Date, as follows:

During every 1 (one) year period, starting on the day that is the Lock Up Period Termination Date, the Holder shall have the right to exercise the Remainder of the Warrant up to a maximum number of Remaining Warrant Shares that, if converted, would be equal to no more than a maximum of 4.99% of the total number of outstanding shares of Common Stock of the Company during such given year (“Leak-Out Period”). The Leak-Out Period shall come into effect on the day that is the Lock Up Period Termination Date and remain effective on a yearly basis, for a period of 10 (ten) years thereafter, after which the Leak-Out Period will automatically terminate and become null and void. For clarity purposes the Remainder of the Warrant shall become freely exercisable at any time or times beginning on June 29, 2034, and until the Termination Date.

F-2425

Series E Preferred Stock

On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series E Preferred Stock. Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock have been designated as Series E Preferred Stock. The holders of the Series E Convertible Preferred Stock shall not be entitled to receive dividends. No holder of the Series E Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, except as may be otherwise expressly required by law. At any time, the Corporation may redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1,000 (one thousand dollars) per share. The shares of Series E Preferred Stock have not been registered under the Securities Act of 1933 or the laws of any state of the United States and may not be transferred without such registration or an exemption from registration. As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, there were -0- shares of Series E Preferred Stock issued and outstanding, respectively.

NOTE 1211 – NONCONTROLLING INTEREST

On August 19, 2021, the Company formed Ozop Capital. The Company initially owned 51% with PJN Holdings, LLC (“PJN”) owning 49%. Brian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop Capital. The Company presents interest held by noncontrolling interest holders within noncontrolling interest in the consolidated financial statements. On September 13, 2022, there was a change in the ownership percentages, as PJN returned 490,000 shares, representing their 49% ownership. As of that date, Ozop Capital is a wholly owned subsidiary of the Company. As of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, the accumulative noncontrolling interest is $784,777, respectively.

NOTE 1312 - OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES

On April 14, 2021, the Company entered into a ~~5five~~5 five-year lease which began on June 1, 2021, for approximately 8,100 square feet of office and warehouse space in Carlsbad, California, expiring May 31, 2026. Initial lease payments of $13,148 begin on June 1, 2021, and increase by approximately 2.4% annually thereafter. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 7.5%, as the interest rate implicit in most of our leases is not readily determinable. During the year ended December 31, 2021, upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $702,888 for this lease. On February 22, 2023, with an effective date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the “Sublease”) with the landlord and a third party for the office and warehouse in Carlsbad California. Pursuant to the Sublease agreement, the third party will be responsible for all of the Company’s lease obligations through May 31, 2026, the lease termination date. The Company and the subleasee have agreed to work together regarding any existing Company inventory in the facility.

Sale-Leaseback Transaction

In August 2025, the Company sold its building in Warwick, New York to a related party (see Note 4 and Note 98) with the related party obtained full control of the real property and no “continuing involvement” of the Company after the sale. On September 1, 2025, the Company entered into a three-year lease with the same related party to lease back the previously sold building for office space, expiring August 31, 2028. Lease payments of $5,000 begin on September 1, 2026, on a monthly basis. The Company determined that the sale and leaseback transaction qualified as a sale, and the sale and the leaseback were accounted for separately, with the lease being accounted for in accordance with ASC 842. This three-year lease agreement is determined to be an operating lease. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 7.5%, as the interest rate implicit in most of our leases is not readily determinable. During the ~~three~~year ~~and nine months~~ ended ~~September 30~~December 31, 2025, the Company recorded right-of-use assets and lease liabilities of $103,107 ~~for~~ for this lease.

In adopting Topic 842, the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less.

F-26

Right-of-use assets are summarized below:

SCHEDULE OF RIGHT-OF-USE ASSETS

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Office and warehouse lease	$	805,995		$	~~702~~805,~~888~~995
Less: Accumulated amortization		(~~595~~693,~~769~~632	)		(~~476~~644,~~196~~318	)
Right-of-use assets, net	$	~~210~~112,~~226~~363		$	~~226~~161,~~692~~677

F-25

Operating lease liabilities are summarized as follows:

SCHEDULE OF OPERATING LEASE LIABILITIES

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Lease liability	$	~~218~~137,~~937~~040		$	~~236~~178,~~389~~372
Less current portion		(~~112~~56,~~130~~638	)		(~~163~~84,~~727~~644	)
Long term portion	$	~~106~~80,~~807~~402		$	7293,~~662~~728

Maturity of lease liabilities are as follows:

	Amount
For the year ending December 31, 2026 (remaining period)	$	49,612
For the year ending December 31, 2025 (remaining period)	$	44,418
For the year ending December 31, 2026		94,030
For the year ending December 31, 2027		60,000
For the year ending December 31, 2028		40,000
Total	$	~~238~~149,~~448~~612
Less: present value discount		(1912,~~511~~572	)
Lease liability	$	~~218~~137,~~937~~040

For the three ~~and nine~~ months ended ~~September~~March 3031, 2026, and 2025, the Company recorded a debit of $17,~~317~~983 and a credit of $~~986~~979, respectively, to operating lease expense (after netting off the sublease income). ~~The Company recorded a credit of $979 and $1,256 to operating lease expense (after netting off the sublease income) for the three and nine months ended September 30, 2024.~~

NOTE 1413 – DISCONTINUED OPERATIONS

On September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of a discontinued operation. Accordingly, the operating results of PCTI are reported as income from discontinued operations in the unaudited accompanying consolidated financial statements for the three ~~and nine~~ months ended ~~September~~March 3031, 2025, and 2024. On October 3, 2022, PCTI filed a Voluntary Petition for Non- Individuals Filing for Bankruptcy. On November 30, 2022, the Trustee filed a Notice of Abandonment of Estate Property, as it is over encumbered by the secured creditors. No objections were filed, and as such the inventory and equipment is now considered abandoned to the secured creditors to do with what they wish. In March 2023, the Trustee declared this a no-asset case and closed the bankruptcy.

~~The~~There ~~results~~were ofno ~~operations~~operating ofresults ~~this~~from ~~component,~~the discontinued operations for ~~all~~the ~~periods,~~three ~~are~~months ~~separately~~ended ~~reported~~March as31, ~~“discontinued~~2026, ~~operations”~~and 2025.There Aare ~~reconciliation~~no assets as of ~~the~~March ~~major~~31, ~~classes~~2026, ofand ~~line~~December ~~items~~31, ~~constituting~~2025, as the ~~income~~secured ~~(loss)~~lender ~~from~~has taken possession. Liabilities of discontinued operations, ~~net~~are separately reported as of ~~income~~March ~~taxes~~31, 2026, and December 31, 2025. All liabilities are classified as iscurrent. ~~presented~~The infollowing tables present the reconciliation of carrying amounts of the ~~Consolidated~~major ~~Statements~~classes of ~~Operations~~liabilities ~~for~~of the ~~three~~Company ~~and~~classified ~~nine~~as ~~months~~discontinued ~~ended~~operations ~~September~~in 30the consolidated balance sheets at March 31, ~~2025~~2026, and ~~2024~~December ~~are~~31, ~~summarized below~~2025:

SCHEDULE OF LOSS FROM DISCONTINUED OPERATIONS

	2025		2024		2025		2024
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Revenues	$	-	$	-	$	-	$	3,573
Cost of goods sold		-		-		-		-
Gross profit		-		-		-		3,573
Operating expenses		-		-		-		-
Interest expense		-		-		-		-
Income from discontinued operations	$	-	$	-	$	-	$	3,573

F-26

There are no assets as of September 30, 2025, and December 31, 2024, as the secured lender has taken possession. Liabilities of discontinued operations are separately reported as of September 30, 2025, and December 31, 2024. All liabilities are classified as current. The following tables present the reconciliation of carrying amounts of the major classes of liabilities of the Company classified as discontinued operations in the consolidated balance sheets at September 30, 2025, and December 31, 2024:

Current liabilities

	September 30, 2025		December 31, 2024
Accounts payable and accrued liabilities	$	445,565	$	445,565
Current portion of notes payable		589,246		589,246
Total current liabilities of discontinued operations	$	1,034,811	$	1,034,811

	March 31, 2026		December 31, 2025
Accounts payable and accrued liabilities	$	445,565	$	445,565
Current portion of notes payable		589,246		589,246
Total current liabilities of discontinued operations	$	1,034,811	$	1,034,811

F-27

On May 16, 2022, Huntington National Bank (“Huntington”) filed a Complaint for Confession of Judgment (“COJ”) against Catherine Chis (“Chis”). Chis was the former CEO of PCTI and a Guarantor on Huntington’s Letter of Credit financing (“LOC”) and a Term Loan (“Term Loan”). The Chis COJ for the LOC was for $352,415 and accrues per diem interest of $63.65, and the Chis COJ for the Term Loan was for $141,415 and accrues per diem interest of $28.60. On June 24, 2022, Huntington filed a COJ against Power Conversion Technologies, Inc (“PCTI”). The PCTI COJ for the LOC was for $354,774 and accrues per diem interest of $63.65 and the PCTI COJ for the LOC was for $142,473 and accrues per diem interest of $28.60. On July 20, 2022, Huntington assigned the PCTI judgment against PCTI to Meraki Advisors, LLC. (“Meraki”). The Company’s understanding is Meraki is a Pennsylvania limited liability company, controlled by Chis.

Included in the Current portion of notes payable are the principal balances of Huntington’s LOC of $344,166 and Term Loan of $134,681. Accrued interest and fees on the LOC and Term Loan debt $54,256 is included in accounts payable and accrued liabilities.

NOTE 1514 - INCOME TAXES

~~The~~At ~~Company~~the ~~provides~~end ~~for~~of ~~income~~each ~~taxes~~interim ~~under~~reporting ~~ASC 740~~period, ~~Accounting~~the ~~for~~Company ~~Income~~estimates ~~Taxes.~~its ~~ASC~~effective ~~740~~tax ~~requires~~rate ~~the~~expected ~~use~~to ofbe anapplied ~~asset~~for ~~and~~the ~~liability~~full ~~approach~~year. This inestimate ~~accounting~~is ~~for~~used ~~income~~to ~~taxes.~~determine ~~Deferred~~the income tax ~~assets~~provision or benefit on a year-to-date basis and ~~liabilities~~may ~~are~~change ~~recorded~~in ~~based~~subsequent oninterim periods. Accordingly, the ~~differences~~Company’s ~~between~~effective tax rate for the ~~financial~~three ~~statement and~~months ~~tax~~ended ~~bases~~March of31, ~~assets~~2026, and ~~liabilities~~2025, was 0% and ~~the~~0%, respectively. The Company’s effective tax rates infor ~~effect~~both ~~when~~periods ~~these~~were ~~differences~~affected ~~are~~primarily ~~expected~~by topermanent ~~reverse.~~differences ~~ASC~~between ~~740~~financial ~~requires~~reporting ~~the~~and ~~reduction~~tax ofaccounting ~~deferred~~for ~~tax~~warrants, ~~assets~~as bywell as a full valuation allowance ifon net deferred tax assets, based onupon the ~~weight~~historical ofand ~~available~~anticipated future ~~evidence~~income, itmanagement ishas ~~more~~determined that the deferred tax assets do not meet the more-likely- than -not ~~that~~threshold ~~some~~for orrealizability. Accordingly, ~~all~~there ofis a full valuation allowance provided against the Company’s deferred tax assets ~~will~~as ~~not~~of beMarch ~~realized~~31, 2026, and December 31, 2025.

InAs ~~assessing~~of ~~the~~March ~~need~~31, ~~for~~2026, aand ~~valuation~~December ~~allowance~~31, ~~management~~2025, ~~must~~the ~~determine~~liability ~~that there will be sufficient taxable income to allow~~ for ~~the realization~~uncertain ~~of deferred~~ tax ~~assets.~~positions ~~Based~~is ~~upon~~zero ~~the historical~~ and ~~anticipated~~the ~~future~~Company ~~income,~~believes ~~management has determined~~ that ~~the~~no ~~deferred~~liability ~~tax assets do not meet the more-likely-than-not threshold~~ for ~~realizability.~~unrecognized ~~Accordingly,~~tax ~~there~~benefits is arequired ~~full~~in ~~valuation~~relation ~~allowance~~to ~~provided against~~ the ~~Company’s~~potential ~~deferred~~for ~~tax~~additional ~~assets as of September 30, 2025, and December 31, 2024~~assessments.

AsNOTE of15 ~~September~~– ~~30,~~SUBSEQUENT 2025, the Company has approximately $33,941,000 net operating loss carryforwards available to reduce future taxable income. As of September 30, 2025, and December 31, 2024, the Company has no material unrecognized tax benefits which would favourably affect the effective income tax rate in future periods and does not believe that there will be any significant increases or decreases of unrecognized tax benefits within the next twelve months. No interest or penalties relating to income tax matters have been imposed on the Company during the three and nine months ended September 30, 2025, and 2024, and no provision for interest and penalties is deemed necessary as of September 30, 2025, and December 31, 2024.EVENTS

~~NOTE~~Common 16Stock –Issued ~~SUBSEQUENT~~for ~~EVENTS~~Conversions

On ~~October~~April 214, ~~2025~~2026, the ~~holder~~Holder of ~~the~~a ~~February~~convertible 9,promissory ~~2021~~ note converted $5012,~~000~~950 of ~~the~~principal ~~note~~ into ~~500~~185,000~~,000~~ shares of common stock at a conversion price of $0.07.

On ~~October~~May 148, ~~2025~~2026, the Holder of the promissory note dated August 24, 2020, converted $23,~~095~~023 of accrued interest and fees into ~~596~~213,~~122,600~~100 shares of common stock at a conversion price of $0.~~00004~~10804.

OnCommon ~~October~~Stock ~~27,~~Issued ~~2025, the Company sold GHS 151,857,500 shares of common stock~~ for ~~proceeds of $10,406 net of offering costs.~~Services

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

Secured Promissory Note Issuance

On May 13, 2026, the Company entered into a 15% Secured Promissory Note for $110,000 with a third-party lender and a maturity date of May 13, 2027. The Company received proceeds of $100,000 on May 13, 2026, and the Company reimbursed the investor for expenses for legal fees and due diligence of $10,000. This note shall be senior secured by any and all assets of the Company.

Convertible Promissory Note Issuance

On May 14, 2026, the Company entered into a 12%, $100,000 face value convertible promissory note with a third-party due February 28, 2027. The conversion price shall be equal to 65%, multiplied by the lowest trading price for the Common Stock during the ten (10) trading days prior to the conversion date. The Company received proceeds of $93,000 on May 15, 2026, and the Company reimbursed the investor for expenses for legal fees and due diligence of $7,000. Pursuant to ASC 815, the Company determined that the conversion feature is embedded in the debt host and will account for the conversion feature as a derivative liability.

The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.

F-2728

Item 2. 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 unaudited 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.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

The following discussion should be read in conjunction with our unaudited consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q.

THE COMPANY

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

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

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

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

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

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

On June 11, 2024, the Company formed Automated Room Controls, Inc. (“ARC”) a Nevada corporation, as a wholly owned subsidiary of the Company. ARC was created to address a significant need in the lighting controls industry. ARC’s personnel has extensive experience in lighting controls since 2012, bringing together IT specialists and lighting control experts. We believe that easy deployment ~~and~~ 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.

OED specializes in lighting commissioning services. On September 27, 2024, OED signed an agreement with Leviton Manufacturing Co, Inc., to serve as a field service technician for their advanced lighting control systems.

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

Discontinued Operations

On September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceedings which meets the definition of a discontinued operation. Accordingly, the operating results of PCTI are reported as income from discontinued operations in the accompanying unaudited consolidated financial statements for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025.

Results of Operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025:

Revenue

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, the Company generated revenue of $~~142~~56,~~840~~053 ~~and $248,828~~ compared to $7442,~~286~~257 ~~and $1,267,980~~ for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2024~~2025. Revenues from Ozop Energy Systems, Inc. (“OES”) and Automated Room Controls, Inc. (“ARC”) are classified as sourced and distributed products. ~~Revenues from~~ Ozop Engineering and Design (“OED”) revenues are classified as design and installation. Sales are summarized as follows:

	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2025		2024		2025		2024
	2026		2025
Sourced and distributed products	$	~~75,986~~315	$	513,~~104~~024	$	~~98,464~~	$	~~1,005,878~~
Design and installation		6655,~~854~~738		2339,~~182~~233		~~150,364~~		~~262,102~~
Total	$	~~142~~56,~~840~~053	$	7442,~~286~~257	$	~~248,828~~	$	~~1,267,980~~

~~Sales~~Design ~~for OES (included in sourced~~ and ~~distributed~~installation ~~products)~~revenues increased for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2026, ~~included~~compared ~~$728,640, pursuant~~ to the ~~YHS~~ ~~Settlement.~~three ~~Excluding this, sales of sourced and distributed products were significantly lower for the nine~~ months ended ~~September 30~~March 31, 2025, compared to the nine months ended September 30, 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~~OED toreceived ~~try~~more tojobs ~~capture~~in ~~a part of~~ the ~~lower~~current ~~demand.~~year ~~These~~period ~~factors~~compared ~~also resulted in our customers having excess inventory on hand, and our decision~~ to ~~not~~the ~~currently~~prior ~~place~~year ~~additional orders for solar products~~quarter. Sales of sourced and distributed products ~~for the three and~~(ARC ~~nine months ended September 30, 2025, also includes $75,986~~ and ~~$86,368~~OES) ofwere ~~revenues~~lower ~~from ARC. Design and installation revenues increased~~ for ~~three months ended September 30, 2025, compared to~~ the three months ended ~~September~~March 3031, ~~2024~~2026, ~~as a result of new customers, and decreased for the nine months ended September 30, 2025,~~ compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2024, as the nine months ended September 30, 2024, included $162,000 for a one-time large installation job~~2025.

Cost of sales and Gross profit

For the three ~~and nine~~ months ended ~~September~~March 3031, 2026, and 2025, the Company recognized $9145,~~575~~659 and $~~170~~32,~~211~~768, respectively, of cost of sales~~, compared to $50,863 and $989,955, respectively, for the three and nine months ended September 30, 2024~~.

	Three months ended March 31,
	2026		2025
Sourced and distributed products	$	2,385	$	2,664
Design and installation		43,274		30,104
Total	$	45,659	$	32,768

Three Months ended

March 31,

2026

2025

Gross margin

18.5

22.4

The gross margin on design and installation was 22.4% for the three months ended March 31, 2026, compared to 23.3% for the three months ended March 31, 2025. The Company recognized a gross margin on solar products (OES) of 11.9% for the three months ended March 31, 2025, and there were no sales and gross margin for the three months ended March 31, 2026.

	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Sourced and distributed products	$	51,194	$	43,440	$	70,223	$	916,627
Design and installation		40,381		7,423		99,988		73,328
Total	$	91,575	$	50,863	$	170,211	$	989,955

The Company recognized a gross margin on solar products (OES) of -0- and 11.8% for the three and nine months ended September 30, 2025, compared to 15% and 8.9% for the three and nine months ended September 30, 2024. ARC products had a gross margin of 32.6% and 31.1%, respectively, for the three and nine months ended September 30, 2025.

Design and installation cost of sales is comprised of OED’s labor costs for each job. The Company recognized a gross margin on design and installation of 39.6% and 33.5% for the three and nine months ended September 30, 2025, compared to 68% and 72% for the three and nine months ended September 30, 2024. The decrease in gross margin percentage is primarily a result of a new customer in the current three and nine month periods 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 on the prior year periods.

Operating expenses

Total operating expenses for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, ~~were $635,840~~ and $22025,~~419,484,~~ ~~respectively,~~were ~~compared to~~ $~~963~~671,~~460~~ 802 and $2940,~~740,395,~~318 respectively~~, for the three and nine months ended September 30, 2024~~. The operating expenses were comprised of:

	Three Months Ended September 30, 2025		Three Months Ended September 30, 2024		Nine Months Ended September 30, 2025		Nine Months Ended September 30, 2024
	Three months ended March 31,
Management fees, related parties	$	240,000	$	240,000	$	720,000	$	720,000
	2026		2025
Salaries, taxes, and benefits		63,505		220,094		439,009		618,271
Management fees, related parties	$	240,000	$	240,000
Stock compensation consultants		-		-		40,000		-
Salaries, taxes and benefits		29,441		228,090
Travel expenses		2,431		13,950		36,688		77,307
Stock compensation expense		48,000		-
Professional and consulting fees		170,125		219,144		627,400		596,381
Travel expenses		1,683		23,399
Advertising and marketing		5,787		6,805		31,155		35,354
Professional and consulting fees		223,815		229,175
Rent and office expenses		20,545		18,969		46,750		131,395
Advertising and marketing		2,487		27,740
Research and development costs		-		87,778		44,872		115,262
Building, rent and office expense		39,621		34,426
Insurance		46,828		43,536		158,845		151,526
Research and development costs		142		24,668
General and administrative, other		86,619		113,184		274,765		294,899
Insurance		30,598		62,882
Total operating expenses	$	635,840	$	963,460	$	2,419,484	$	2,740,395
General and administrative, Other		56,015		69,938
Total	$	671,802	$	940,318

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.

Salaries, taxes, and benefits decreased for the three months ended March 31, 2026, compared to March 31, 2025. OES currently has 1 employee with an aggregate annual salary of $72,000, compared to 2 employees with an aggregate annual salary of $204,000 for the three months ended March 31, 2025. The solar distribution of this vertical is being managed by our financial consultant and the Company’s CEO. For the three months ended March 31, 2026, OED was paying employees on a per hour basis for time travel to and from a job and time of service at a job and is 100% charged to cost of sales (see above). For the three months ended March 31, 2025, OED had two employees with an aggregate annual compensation of $244,000 and allocated $30,260 of salaries and payroll taxes to cost of sales for the three months ended March 31, 2025. ARC did not have any employees for the three months ended March 31, 2026, and is being managed by our financial consultant, our OES employee, and the Company’s CEO. For the three months ended March 31, 2025, ARC had 3 employees with an annual salary of $310,000. Ozop Capital Partners had one employee through January 15, 2026, with annual compensation 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 three months ended March 31, 2026, and 2025, are as follows:

	Three months ended March 31,
	2026		2025
Ozop Energy Systems	$	23,018	$	55,649
Ozop Engineering and Design		-		56,385
Automated Room Controls, Inc.		-		84,465
Ozop Capital Partners/EV Insurance Company		6,423		31,591
Total	$	29,441	$	228,090

Stock based compensation of $48,000 during the three months ended March 31, 2026, related to the Company issuing 300,000 shares of common stock pursuant to a Service Agreement with a third party. The Company valued the shares at $0.16 per share.

Travel expenses decreased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, as the Company had lower travel expenses related to Systems and OED.

Professional and consulting fees decreased slightly for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

~~Salaries,~~Advertising ~~taxes,~~ and ~~benefits~~marketing expenses decreased for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, compared to ~~the~~March ~~three and nine months ended September 30~~31, ~~2024. As of September 30,~~ 2025, ~~Ozop~~as ~~Energy~~result ~~Systems had 1 employee with an annual salary~~ of ~~$78,000 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. OED has~~attending ~~two~~less ~~part-time~~trade ~~employees~~shows ~~paid~~in ~~on an hourly basis. OED has allocated $40,381 and $99,988 of salaries to cost of sales for~~ the ~~three~~current ~~and nine~~year ~~months~~compared ~~ended September 30, 2025, and $7,423 and $73,328 of salaries~~ to ~~cost of sales for~~ the ~~three~~prior ~~and nine months ended September 30, 2024~~year. ARC is currently being managed by the Company’s CEO and financial consultant. 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 three and nine months ended September 30, 2025, and 2024, are as follows:

	Three Months Ended September 30, 2025		Three Months Ended September 30, 2024		Nine Months Ended September 30, 2025		Nine Months Ended September 30, 2024
Ozop Energy Systems	$	22,606	$	51,787	$	111,627	$	162,325
Ozop Engineering and Design		2,662		81,679		70,977		301,326
Automated Room Controls		6,198		58,917		157,760		58,917
Ozop Capital Partners/EV Insurance Company		32,039		27,711		98,645		95,703
Total	$	63,505	$	220,094	$	439,009	$	618,271

Building, rent and office expense (including storage, supplies, utilities, and internet costs) increased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

~~Travel~~Research ~~expenses~~and development costs decreased for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, compared to the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~ 2025, asdue to the ~~Company~~development ~~had~~and ~~lower~~testing ~~travel~~of ~~expenses~~the ~~related~~ARC toproducts ~~Systems~~occurred ~~and~~in ~~OED~~the 2025 period.

~~Professional~~Insurance ~~and~~expenses ~~consulting fees~~ decreased for the three months ended ~~September~~March 3031, ~~2025~~2026, compared to the three months ended ~~September~~March 3031, ~~2024,~~2025. ~~and increased~~The ~~for~~decrease was the result ~~nine~~a ~~months~~decrease ~~ended~~in ~~September~~health ~~30,~~insurance ~~2025,~~related ~~compared~~ to the ~~nine~~decrease ~~months~~in ~~ended~~employees ~~September~~and ~~30,~~the ~~2024.~~Company ~~During~~not ~~the~~renewing ~~nine~~certain ~~months ended~~insurance ~~September~~policies ~~30,~~for OES. ~~2024,~~The ~~the~~ Company ~~received~~estimates ~~$125,000~~that ~~pursuant to~~ the ~~YHS~~monthly ~~settlement,~~insurance ~~that~~expense ~~was credited~~ to ~~legal~~be ~~fees~~approximately ~~for the nine months ended September 30~~$12,000 ~~2024~~per month.

Rent and office expense (including storage, supplies, utilities, and internet costs) increased for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, because of the Company selling their building and entering into a new lease agreement effective September 1, 2025. Rent and office expense decreased for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, because of $71,208 expenses incurred by OES for storage fees in the nine months ended September 30, 2024 (no such storage fees in the nine months ended September 30, 2025).

Research and development costs decreased for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, due to the development and testing of the ARC products in 2024.

Other (Income) Expenses

Other expense, net, for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, was $1,~~211~~822,~~600~~305 ~~and $3,218,477, respectively,~~ compared to $1626,~~153,046 and~~342 ~~$2,349,872, respectively,~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, and were as follows.:

	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2025			2024			2025			2024
	2026			2025
Interest expense	$	1,~~138~~792,~~538~~032		$	1738,~~056,866~~101		$	~~2,627,912~~		$	~~3,170,633~~
Loss (gain) on change in fair value of derivatives		159,312			96,180			676,815			(549,401	)
Gain (loss) on change in fair value of derivatives		30,273			(111,759	)
Gain on sale of building to a related party		(86,250	)		-			(86,250	)		-
Total other expense, net	$	1,822,305		$	626,342
Gain on litigation settlement		-			-			-			(271,360	)
Total other (income) expense, net	$	1,211,600		$	1,153,046		$	3,218,477		$	2,349,872

The increase in interest expense for the three months ended ~~September~~March 3031, ~~2025~~2026, ~~was~~is asprimarily a result of ~~new~~the amortization expense of $974,503 related to ~~the~~ debt ~~discount~~ ~~for~~discounts ~~the~~on convertible notes ~~issued~~payable inand ~~the~~promissory ~~Exchange~~notes ~~Agreement,~~payable ~~partially~~compared ~~offset~~to by$14,240 ~~certain note discounts that were completed in 2024. The decrease in interest expense~~ for the ~~nine~~three months ended ~~September~~March 3031, 2025~~, is primarily a result of the amortization period of certain note discounts that were completed in 2024~~. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, the Company recognized a loss of $~~159~~30,~~312 and $676~~273,~~815,~~ ~~respectively, on the change in the fair value of derivatives~~ compared to athe ~~loss of~~Company ~~$96,180~~recognizing ~~and~~ a gain of $~~549~~111,~~401,~~759 ~~respectively,~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024. Additionally for the three and nine months ended September 30,~~ 2025, on the ~~Company~~change ~~recognized~~in ~~a gain of $86,250 for~~ the ~~sale~~fair ofvalue ~~a building to a related party and a gain~~ of ~~$271,360 for the nine months ended September 30, 2024, on the settlement with YHS~~derivatives.

Net loss

Net loss attributable to the Company for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, was $12,~~796~~483,~~175 and $5~~713,~~559,344,~~ ~~respectively,~~ compared to $21,~~093~~557,~~083~~171 ~~and~~for ~~$4,808,669,~~the ~~respectively~~three months ended March 31, ~~for~~2025. ~~the~~The ~~three~~change ~~and~~was ~~nine~~primarily ~~months~~a ~~ended~~result ~~September~~of 30the increase in other expenses, ~~2024~~partially offset by the decrease in operating expenses.

Liquidity and Capital Resources

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the ~~realization~~ realization of assets and the satisfaction of liabilities in the normal course of business. As of ~~September~~March 3031, ~~2025~~2026, the Company had an ~~accumulated~~ accumulated deficit of $~~230~~236,~~427~~064,~~985~~897 and a working capital deficit of $3640,~~273~~724,~~834~~721. As of ~~September~~March 3031, ~~2025~~2026, the Company was in default of $1718,~~725~~714,~~000~~ 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. Current cash balances are not sufficient to satisfy obligations currently due. Management is exploring capital raising options which may or may not become available on a timely basis to meet the obligations that are past due. 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 consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Currently, our current capital and our other existing resources will not be sufficient to provide the working capital needed for our current business, and, additional capital will be required to meet our debt obligations, and to further expand our business. We may be unable to obtain the additional capital required on terms favorable to the Company or at all. 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~~ 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 unaudited consolidated financial statements filed herein.

For the nine months ended September 30, 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, $381,762 received from sales of common stock, $100,000 received in the sale of building to a related party, and $150,000 from the issuance of a note payable.7

AsFor ofthe ~~September~~three 30months ended March 31, ~~2025~~2026, we ~~had~~primarily ~~cash~~funded ofour ~~$341,164~~business asoperations ~~compared~~with tothe ~~$797,139~~existing ascash ofon ~~December~~hand ~~31,~~as ~~2024. As~~ of ~~September~~January 301, ~~2025~~2026, cash wereceived ~~had~~from ~~current liabilities~~collection of ~~$36~~accounts receivable,~~844,296,~~ ~~compared to current assets of~~ $~~570~~47,~~462,~~069 ~~which~~received ~~resulted~~from insales aof ~~working~~common ~~capital~~stock, ~~deficit of~~ $36215,~~273,834.~~000 ~~The~~received ~~current liabilities~~from ~~are~~the ~~comprised~~ issuance of ~~accounts~~convertible ~~payable~~promissory ~~and~~notes ~~accrued~~of ~~expenses~~$222, ~~related party liabilities~~000, ~~convertible~~and ~~debt~~$190,000 ~~derivative~~received ~~liabilities, lease~~from ~~obligations,~~the ~~deferred~~issuance ~~liability,~~of ~~notes payable~~$210,000 ~~and~~promissory ~~liabilities of discontinued operations~~notes.

As of March 31, 2026, we had cash of $83,779 as compared to $266,431 as of December 31, 2025. As of March 31, 2026, we had current liabilities of $40,993,623, compared to current assets of $268,902, which resulted in a working capital deficit of $40,724,721. The current liabilities are comprised of accounts payable and accrued expenses, related party liabilities, convertible debt, derivative liabilities, lease obligations, deferred liability, notes payable, and liabilities of discontinued operations.

Operating Activities

For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, net cash used in operating activities was $1459,~~657,247~~721 compared to $1724,~~059,327~~822 for the ~~nine~~three months ended March ~~September 30~~31, ~~2024~~2025.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, our net cash used in operating activities was primarily attributable to the net loss of $52,~~559~~483,~~344~~713, ~~the gain on the sale of building to a related~~ ~~party of $86,250,~~ adjusted by the loss on the change in fair value of derivatives of $~~676~~30,~~815~~273, the non-cash items of interest expense of $~~340~~1,~~522~~006,782, amortization ~~stock~~and ~~based~~depreciation ~~compensation~~ of $4052,~~000~~539, and ~~amortization~~stock ~~and~~based ~~depreciation~~compensation expense of $~~156~~48,~~685~~000. Net changes of $2886,~~774,325~~398 in operating assets and liabilities reduced the cash used in operating activities.

8For the three months ended March 31, 2025, our net cash used in operating activities was primarily attributable to the net loss of $1,557,171, the gain on the change in fair value of derivatives of $111,759, adjusted by non-cash items of interest expense of $14,241, and amortization and depreciation of $54,305. Net changes of $875,562 in operating assets and liabilities reduced the cash used in operating activities.

For the nine months ended September 30, 2024, our net cash used in operating activities was primarily attributable to the net loss of $4,808,669, the gain on the change in fair value of derivatives of $549,401, adjusted by non-cash items of interest expense of $998,970, and amortization and depreciation of $160,988. Net changes of $3,142,358 in operating assets and liabilities reduced the cash used in operating activities.

Investing Activities

For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the net cash ~~provided~~used byin investing activities was $96175,~~510~~000, resulting from ~~the~~loans ~~sale of the building~~ to a related party~~, less the purchase of office and computer equipment. For the nine months ended September 30, 2024, the net cash used in~~ ~~investing~~in ~~activities~~exchange ~~was~~for ~~$11,114~~promissory ~~primarily due to purchase of office and computer equipment~~notes.

For the three months ended March 31, 2025, the net cash used in investing activities was $3,490, primarily due to purchase of office and computer equipment.

Financing Activities

For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the net cash provided by financing activities was $1452,~~104,762~~069 of which $~~573~~215,000 was net proceeds received from issuance of convertible notes, $~~381~~47,~~762~~069 from the sales of common stock to GHS, net of issuance costs, and $~~150~~190,000 from the ~~issuance~~issuances of apromissory ~~note~~notes payable. ~~For the nine months ended September 30, 2024, the net cash provided by financing activities was $979,048, net of issuance costs, from the sales of common stock to GHS.~~

For the three months ended March 31, 2025, the net cash provided by financing activities was $260,805, from the sales of common stock to GHS, net of issuance costs.

Critical Accounting Policies and Estimates

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

Our ~~senior~~significant ~~management has reviewed the critical~~ accounting policies ~~and~~are ~~estimates~~described ~~with~~in ~~our~~more ~~Board~~details ofin ~~Directors.~~Note ~~For~~3 ato ~~description~~our offinancial ~~the~~statements ~~Company’s critical~~appearing ~~accounting~~in ~~policies and estimates, refer to~~ “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our most recent Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025, which was filed with the SEC on ~~April 15~~May14, ~~2025~~2026. ~~Critical~~While all these significant accounting policies ~~are~~impact ~~those~~our financial condition and results of operations, we view certain of these policies as critical. The SEC requested that ~~are~~all registrants list their most ~~important~~“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 ~~our~~a company’s financial condition, ~~results of operations~~ and ~~cash~~results, ~~flows~~ and ~~require~~requires management’s most difficult, subjective ~~and~~ or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. IfOur ~~actual~~management believes ~~results~~that ~~were~~given tocurrent ~~differ~~facts ~~significantly~~and ~~from~~circumstances, there are no material estimates ~~made,~~or ~~the~~assumptions ~~reported~~with ~~results~~levels ~~could~~of subjectivity and judgement necessary to be ~~materially~~considered ~~affected~~critical accounting policies and estimates. There were no significant changes to our critical accounting policies and estimates during the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2025~~2026.

OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of ~~September~~March 3031, ~~2025~~2026. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective for the reasons discussed below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of ~~September~~March 3031, ~~2025,~~ 2026, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2. We did not maintain appropriate cash controls – As of ~~September~~March 3031, ~~2025~~2026, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Controls over Financial Reporting

There has been no change in our internal control over financial reporting during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, that has ~~materially~~ materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. RISK FACTORS

Not applicable for smaller reporting companies.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~August~~January 722, ~~2025~~2026, ~~the~~DTC ~~Company~~requested ~~issued 355~~58,~~675,100~~309 shares of common stock inas ~~payment~~the result of ~~accrued~~rounding ~~interest~~up ofshares ~~$27,704~~for ~~and~~the ~~fees~~reverse ofstock ~~$750~~split.

On ~~August~~February 205, ~~2025~~2026, the Company issued ~~500~~142,~~000,000~~500 shares of common stock in apayment ~~partial~~of ~~payment~~accrued interest of $5012,~~000~~674 ofand afees ~~convertible~~of ~~note payable~~$750.

On ~~September~~March 92, ~~2025~~2026, the Company issued ~~544~~300,~~025,700~~000 shares of common stock inpursuant ~~payment~~to ofa ~~accrued~~Service ~~interest~~Agreement ofwith ~~$21,011~~a third party and ~~fees~~recorded stock based compensation of $~~750~~48,000.

On March 25, 2026, the Company issued 179,900 shares of common stock in payment of accrued interest of $7,569 and fees of $750.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None

Item 4. MINE SAFETY DISCLOSURE

Not applicable.

Item 5. OTHER INFORMATION

	(a)	None.
	(b)	During the quarter ended ~~September~~March 3031, ~~2025~~2026, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

Item 6. EXHIBITS

The following documents are filed as part of this report:

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).
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).

3.9		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).
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

3.16		Articles of Incorporation of Ozop Surgical Name Change Subsidiary, Inc. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on November 13, 2020).

3.17		Articles of Merger between Ozop Surgical Corp. and Ozop Surgical Name Change Subsidiary, Inc. (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on November 13, 2020).

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

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

10.1		Binding Letter of Intent dated February 28, 2020, by and between Ozop Surgical Corp. and Power Conversion Technologies, Inc, and Catherine Chis, (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on February 28, 2020).

10.2+		Employment Agreement dated February 28, 2020, by and between Ozop Surgical Corp. and Brian Conway, (Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on February 28, 2020).

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

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

32.1*		Certification of Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements 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.

Dated: ~~November~~May 1922, ~~2025~~2026

*/s/ Brian P Conway*
Brian P. Conway
Chief Executive Officer
(principal executive officer)
(principal financial and accounting officer)

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