false 0001679817 0001679817 2024-01-01 2024-12-31 0001679817 dei:BusinessContactMember 2024-01-01 2024-12-31 0001679817 2024-12-31 0001679817 2023-12-31 0001679817 us-gaap:SeriesCPreferredStockMember 2024-12-31 0001679817 us-gaap:SeriesCPreferredStockMember 2023-12-31 0001679817 us-gaap:SeriesDPreferredStockMember 2024-12-31 0001679817 us-gaap:SeriesDPreferredStockMember 2023-12-31 0001679817 us-gaap:SeriesEPreferredStockMember 2024-12-31 0001679817 us-gaap:SeriesEPreferredStockMember 2023-12-31 0001679817 2023-01-01 2023-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2023-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2023-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2023-12-31 0001679817 us-gaap:CommonStockMember 2023-12-31 0001679817 us-gaap:TreasuryStockCommonMember 2023-12-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001679817 us-gaap:RetainedEarningsMember 2023-12-31 0001679817 us-gaap:NoncontrollingInterestMember 2023-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2022-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2022-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2022-12-31 0001679817 us-gaap:CommonStockMember 2022-12-31 0001679817 us-gaap:TreasuryStockCommonMember 2022-12-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001679817 us-gaap:RetainedEarningsMember 2022-12-31 0001679817 us-gaap:NoncontrollingInterestMember 2022-12-31 0001679817 2022-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2024-01-01 2024-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2024-01-01 2024-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2024-01-01 2024-12-31 0001679817 us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001679817 us-gaap:TreasuryStockCommonMember 2024-01-01 2024-12-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-12-31 0001679817 us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001679817 us-gaap:NoncontrollingInterestMember 2024-01-01 2024-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2023-01-01 2023-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2023-01-01 2023-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2023-01-01 2023-12-31 0001679817 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001679817 us-gaap:TreasuryStockCommonMember 2023-01-01 2023-12-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001679817 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001679817 us-gaap:NoncontrollingInterestMember 2023-01-01 2023-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2024-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2024-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2024-12-31 0001679817 us-gaap:CommonStockMember 2024-12-31 0001679817 us-gaap:TreasuryStockCommonMember 2024-12-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001679817 us-gaap:RetainedEarningsMember 2024-12-31 0001679817 us-gaap:NoncontrollingInterestMember 2024-12-31 0001679817 OZSC:SecuritiesPurchaseAgreementMember OZSC:PennsylvaniaCorporationMember 2020-07-01 2020-07-10 0001679817 OZSC:SecuritiesPurchaseAgreementMember OZSC:PennsylvaniaCorporationMember us-gaap:SeriesCPreferredStockMember 2020-07-01 2020-07-10 0001679817 OZSC:SecuritiesPurchaseAgreementMember OZSC:PennsylvaniaCorporationMember us-gaap:SeriesDPreferredStockMember 2020-07-01 2020-07-10 0001679817 OZSC:SecuritiesPurchaseAgreementMember OZSC:PennsylvaniaCorporationMember us-gaap:SeriesEPreferredStockMember 2020-07-01 2020-07-10 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember 2023-05-02 2023-05-02 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember 2023-01-01 2023-12-31 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001679817 OZSC:FirstSecuritiesPurchaseAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2024-01-26 2024-04-26 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember 2024-01-01 2024-12-31 0001679817 OZSC:FirstSecuritiesPurchaseAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2024-07-30 2024-07-30 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember OZSC:GHSInvestmentsLLCMember 2024-01-01 2024-12-31 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:SubsequentEventMember 2025-01-01 2025-04-15 0001679817 2021-04-30 0001679817 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember OZSC:CustomerOneMember 2024-01-01 2024-12-31 0001679817 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember OZSC:CustomerTwoMember 2024-01-01 2024-12-31 0001679817 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember OZSC:CustomerOneMember 2023-01-01 2023-12-31 0001679817 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember OZSC:CustomerTwoMember 2023-01-01 2023-12-31 0001679817 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember OZSC:CustomerThreeMember 2023-01-01 2023-12-31 0001679817 us-gaap:AccountsPayableMember us-gaap:SupplierConcentrationRiskMember OZSC:OneSupplierMember 2023-01-01 2023-12-31 0001679817 OZSC:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-12-31 0001679817 OZSC:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001679817 OZSC:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-12-31 0001679817 OZSC:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-12-31 0001679817 OZSC:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001679817 OZSC:CustomerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-12-31 0001679817 OZSC:CustomerCMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-12-31 0001679817 OZSC:CustomerCMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001679817 OZSC:CustomerCMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-12-31 0001679817 srt:MinimumMember us-gaap:BuildingAndBuildingImprovementsMember 2024-12-31 0001679817 srt:MaximumMember us-gaap:BuildingAndBuildingImprovementsMember 2024-12-31 0001679817 srt:MinimumMember OZSC:OfficeFurnitureAndEquipmentMember 2024-12-31 0001679817 srt:MaximumMember OZSC:OfficeFurnitureAndEquipmentMember 2024-12-31 0001679817 OZSC:WarehouseEquipmentMember 2024-12-31 0001679817 OZSC:SourcedAndDistributedProductsMember 2024-01-01 2024-12-31 0001679817 OZSC:SourcedAndDistributedProductsMember 2023-01-01 2023-12-31 0001679817 OZSC:OEDInstallationsMember 2024-01-01 2024-12-31 0001679817 OZSC:OEDInstallationsMember 2023-01-01 2023-12-31 0001679817 us-gaap:FairValueInputsLevel1Member 2024-12-31 0001679817 us-gaap:FairValueInputsLevel2Member 2024-12-31 0001679817 us-gaap:FairValueInputsLevel3Member 2024-12-31 0001679817 us-gaap:FairValueInputsLevel1Member 2023-12-31 0001679817 us-gaap:FairValueInputsLevel2Member 2023-12-31 0001679817 us-gaap:FairValueInputsLevel3Member 2023-12-31 0001679817 us-gaap:ConvertiblePreferredStockMember 2024-01-01 2024-12-31 0001679817 us-gaap:ConvertiblePreferredStockMember 2023-01-01 2023-12-31 0001679817 OZSC:UnexercisedCommonStockPurchaseWarrantsMember 2024-01-01 2024-12-31 0001679817 OZSC:UnexercisedCommonStockPurchaseWarrantsMember 2023-01-01 2023-12-31 0001679817 us-gaap:ConvertibleNotesPayableMember 2024-01-01 2024-12-31 0001679817 us-gaap:ConvertibleNotesPayableMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNotePayableMember 2024-01-01 2024-12-31 0001679817 OZSC:PromissoryNotePayableMember 2023-01-01 2023-12-31 0001679817 us-gaap:OfficeEquipmentMember 2024-12-31 0001679817 us-gaap:OfficeEquipmentMember 2023-12-31 0001679817 us-gaap:BuildingAndBuildingImprovementsMember 2024-12-31 0001679817 us-gaap:BuildingAndBuildingImprovementsMember 2023-12-31 0001679817 OZSC:FifteenPercentConvertibleNoteMember 2020-01-10 2020-01-10 0001679817 OZSC:FifteenPercentConvertibleNoteMember 2024-12-31 0001679817 OZSC:FifteenPercentConvertibleNoteMember 2023-12-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-12-31 0001679817 us-gaap:MeasurementInputPriceVolatilityMember 2024-12-31 0001679817 us-gaap:MeasurementInputPriceVolatilityMember 2023-12-31 0001679817 us-gaap:MeasurementInputExercisePriceMember 2023-12-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2024-12-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2024-12-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2023-12-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2023-12-31 0001679817 OZSC:MeasurementInputPriceVolatilityOneMember srt:MinimumMember 2024-12-31 0001679817 OZSC:MeasurementInputPriceVolatilityOneMember srt:MaximumMember 2024-12-31 0001679817 OZSC:MeasurementInputPriceVolatilityOneMember srt:MinimumMember 2023-12-31 0001679817 OZSC:MeasurementInputPriceVolatilityOneMember srt:MaximumMember 2023-12-31 0001679817 us-gaap:MeasurementInputExercisePriceMember srt:MinimumMember 2024-12-31 0001679817 us-gaap:MeasurementInputExercisePriceMember srt:MaximumMember 2024-12-31 0001679817 us-gaap:MeasurementInputExercisePriceMember srt:MinimumMember 2023-12-31 0001679817 us-gaap:MeasurementInputExercisePriceMember srt:MaximumMember 2023-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2022-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2022-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2023-01-01 2023-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2023-01-01 2023-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2023-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2023-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2024-01-01 2024-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2024-01-01 2024-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2024-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2024-12-31 0001679817 OZSC:NotePayableMember 2024-12-31 0001679817 OZSC:NotePayableMember 2023-12-31 0001679817 OZSC:OtherMember 2024-12-31 0001679817 OZSC:OtherMember 2023-12-31 0001679817 OZSC:NotePayableOneMember 2024-12-31 0001679817 OZSC:NotePayableOneMember 2023-12-31 0001679817 OZSC:NotePayableTwoMember 2024-12-31 0001679817 OZSC:NotePayableTwoMember 2023-12-31 0001679817 OZSC:NotePayableThreeMember 2024-12-31 0001679817 OZSC:NotePayableThreeMember 2023-12-31 0001679817 OZSC:NotePayableFourMember 2024-12-31 0001679817 OZSC:NotePayableFourMember 2023-12-31 0001679817 OZSC:NotePayableFiveMember 2024-12-31 0001679817 OZSC:NotePayableFiveMember 2023-12-31 0001679817 OZSC:NotePayableSixMember 2024-12-31 0001679817 OZSC:NotePayableSixMember 2023-12-31 0001679817 OZSC:NotePayableSevenMember 2024-12-31 0001679817 OZSC:NotePayableSevenMember 2023-12-31 0001679817 OZSC:NotePayableMember srt:MinimumMember 2024-12-31 0001679817 OZSC:NotePayableMember srt:MinimumMember 2023-12-31 0001679817 OZSC:NotePayableMember srt:MaximumMember 2024-12-31 0001679817 OZSC:NotePayableMember srt:MaximumMember 2023-12-31 0001679817 OZSC:NotePayableMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableOneMember srt:MinimumMember 2024-12-31 0001679817 OZSC:NotePayableOneMember srt:MinimumMember 2023-12-31 0001679817 OZSC:NotePayableOneMember srt:MaximumMember 2024-12-31 0001679817 OZSC:NotePayableOneMember srt:MaximumMember 2023-12-31 0001679817 OZSC:NotePayableOneMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableOneMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableTwoMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableTwoMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableThreeMember srt:MinimumMember 2024-12-31 0001679817 OZSC:NotePayableThreeMember srt:MinimumMember 2023-12-31 0001679817 OZSC:NotePayableThreeMember srt:MaximumMember 2024-12-31 0001679817 OZSC:NotePayableThreeMember srt:MaximumMember 2023-12-31 0001679817 OZSC:NotePayableThreeMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableThreeMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableFourMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableFourMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableFiveMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableFiveMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableSixMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableSixMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableSevenMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableSevenMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2022-11-11 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2022-11-11 2022-11-11 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2024-01-01 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2022-01-01 2022-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2023-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2021-12-07 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2021-12-05 2021-12-07 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2021-12-12 2021-12-13 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2022-10-31 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2024-01-01 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2021-03-17 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2021-03-23 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2021-03-22 2021-03-23 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchSeventeenTwoThousandTwentyTwoMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchSeventeenTwoThousandTwentyTwoMember 2024-01-01 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2023-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2021-02-09 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2021-02-08 2021-02-09 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2021-02-16 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2021-02-15 2021-02-16 0001679817 OZSC:PromissoryNoteTwoMember OZSC:LenderMember 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:FebruaryNineTwoThousandTwentyTwoMember 2022-10-31 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:FebruaryNineTwoThousandTwentyTwoMember 2024-01-01 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:FebruaryNineTwoThousandTwentyTwoMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNoteTwoMember OZSC:LenderMember 2024-12-31 0001679817 OZSC:PromissoryNoteTwoMember OZSC:LenderMember 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-11-13 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-11-12 2020-11-13 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-11-17 2020-11-20 0001679817 OZSC:HolderMember 2020-11-12 2020-11-13 0001679817 OZSC:HolderMember 2020-11-13 0001679817 OZSC:PromissoryNoteMember 2024-01-01 2024-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:HolderMember 2024-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:HolderMember 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-11-06 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-11-05 2020-11-06 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-06-23 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-06-20 2020-06-23 0001679817 OZSC:HolderMember 2020-11-06 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2023-11-06 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2023-11-06 2023-11-06 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2024-01-01 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-08-24 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-08-23 2020-08-24 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-08-22 2020-08-25 0001679817 OZSC:HolderMember 2020-08-23 2020-08-24 0001679817 OZSC:PromissoryNoteMember 2023-12-31 0001679817 OZSC:PromissoryNoteMember 2024-12-31 0001679817 OZSC:PowerConversionTechnologiesIncMember OZSC:ExchangeAgreementMember 2020-09-02 0001679817 OZSC:PowerConversionTechnologiesIncMember OZSC:ExchangeAgreementMember 2020-08-30 2020-09-02 0001679817 OZSC:PowerConversionTechnologiesIncMember OZSC:ExchangeAgreementMember 2021-02-25 2021-02-26 0001679817 2022-11-10 2022-11-11 0001679817 OZSC:PromissoryNoteMember 2022-11-10 2022-11-11 0001679817 OZSC:VehicleServiceContractsMember 2024-12-31 0001679817 OZSC:VehicleServiceContractsMember 2023-12-31 0001679817 OZSC:MrConwayMember OZSC:EmploymentAgreementMember 2020-07-01 2020-07-10 0001679817 OZSC:EmploymentAgreementMember OZSC:MrConwayMember 2022-01-01 2022-01-01 0001679817 OZSC:MrConwayMember OZSC:EmploymentAgreementMember 2022-01-01 2022-01-31 0001679817 OZSC:MrConveyMember 2024-12-31 0001679817 OZSC:MrConveyMember 2023-12-31 0001679817 OZSC:RMAAgreementMember 2021-09-01 2021-09-01 0001679817 OZSC:RMAAgreementMember 2021-09-01 0001679817 OZSC:RMAAgreementMember 2024-01-01 2024-12-31 0001679817 OZSC:RMAAgreementMember 2024-12-31 0001679817 OZSC:RMAAgreementMember 2023-12-31 0001679817 OZSC:RMAAgreementMember 2023-01-01 2023-12-31 0001679817 OZSC:SalmanJChaudhryMember OZSC:SeparationAgreementMember us-gaap:RelatedPartyMember 2019-03-04 0001679817 OZSC:SalmanJChaudhryMember OZSC:SeparationAgreementMember us-gaap:RelatedPartyMember 2024-12-31 0001679817 OZSC:SalmanJChaudhryMember OZSC:SeparationAgreementMember us-gaap:RelatedPartyMember 2023-12-31 0001679817 OZSC:PCTIMember OZSC:AgreementWithThirdPartyMember 2020-09-01 2020-09-02 0001679817 OZSC:PCTIMember OZSC:AmendedAgreementWithThirdPartyMember 2021-02-25 2021-02-26 0001679817 us-gaap:AccountsPayableAndAccruedLiabilitiesMember 2024-12-31 0001679817 us-gaap:AccountsPayableAndAccruedLiabilitiesMember 2023-12-31 0001679817 OZSC:SettlementAgreementMember OZSC:WIthinTwoDaysMember 2024-01-01 2024-12-31 0001679817 OZSC:SettlementAgreementMember 2024-01-01 2024-12-31 0001679817 2023-05-05 0001679817 2024-06-04 0001679817 us-gaap:SubsequentEventMember 2025-03-04 0001679817 us-gaap:SeriesCPreferredStockMember OZSC:AmendmentCertificatesOfDesignationMember 2020-07-07 0001679817 us-gaap:SeriesCPreferredStockMember OZSC:AmendmentCertificatesOfDesignationMember 2020-07-06 2020-07-07 0001679817 us-gaap:SeriesDPreferredStockMember OZSC:SecuritiesPurchaseAgreementMember OZSC:PCTIMember 2020-07-06 2020-07-10 0001679817 OZSC:MrConwayMember us-gaap:SeriesDPreferredStockMember 2020-08-27 2020-08-28 0001679817 us-gaap:SeriesDPreferredStockMember OZSC:ChisMember 2021-07-13 2021-07-13 0001679817 us-gaap:SeriesDPreferredStockMember OZSC:SeriesDAmendmentMember 2021-07-27 0001679817 us-gaap:InvestorMember us-gaap:SeriesDPreferredStockMember OZSC:SeriesDSPAMember 2021-07-28 2021-07-28 0001679817 us-gaap:InvestorMember us-gaap:SeriesDPreferredStockMember OZSC:SeriesDSPAMember 2021-07-28 0001679817 us-gaap:WarrantMember 2024-01-01 2024-12-31 0001679817 OZSC:RemainingWarrantSharesMember 2024-12-31 0001679817 OZSC:RemainingWarrantSharesMember 2024-01-01 2024-12-31 0001679817 us-gaap:SeriesEPreferredStockMember OZSC:CertificatesOfDesignationMember 2020-07-07 0001679817 OZSC:BrianConwayMember 2021-08-19 0001679817 OZSC:PJNStrategiesMember 2021-08-19 0001679817 OZSC:PJNStrategiesMember 2022-09-12 2022-09-13 0001679817 OZSC:PJNStrategiesMember 2022-09-13 0001679817 2021-04-14 0001679817 stpr:CA 2021-04-11 2021-04-14 0001679817 stpr:CA 2021-04-14 0001679817 us-gaap:AccountingStandardsUpdate201602Member 2021-12-31 0001679817 OZSC:CatherineChisMember us-gaap:LetterOfCreditMember 2022-05-16 0001679817 OZSC:CatherineChisMember 2022-05-16 0001679817 OZSC:PowerConversionTechnologiesIncMember us-gaap:LetterOfCreditMember 2022-06-24 0001679817 OZSC:PowerConversionTechnologiesIncMember 2022-06-24 0001679817 OZSC:VSUNSolarUSAIncMember 2022-11-30 0001679817 OZSC:VSUNSolarUSAIncMember OZSC:TerminationAgreementMember 2023-11-06 2023-11-06 0001679817 OZSC:VSUNSolarUSAMember OZSC:TerminationAgreementMember 2023-11-06 2023-11-06 0001679817 OZSC:VSUNSolarUSAMember OZSC:TerminationAgreementMember 2023-01-01 2023-12-31 0001679817 OZSC:VSUNSolarUSAMember OZSC:TerminationAgreementMember 2023-11-17 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember us-gaap:SubsequentEventMember 2025-04-11 2025-04-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure utr:sqft

false 0001679817 0001679817 2026-01-01 2026-03-31 0001679817 dei:BusinessContactMember 2026-01-01 2026-03-31 0001679817 2026-03-31 0001679817 2025-12-31 0001679817 us-gaap:RelatedPartyMember 2026-03-31 0001679817 us-gaap:RelatedPartyMember 2025-12-31 0001679817 us-gaap:SeriesCPreferredStockMember 2026-03-31 0001679817 us-gaap:SeriesCPreferredStockMember 2025-12-31 0001679817 us-gaap:SeriesDPreferredStockMember 2026-03-31 0001679817 us-gaap:SeriesDPreferredStockMember 2025-12-31 0001679817 us-gaap:SeriesEPreferredStockMember 2026-03-31 0001679817 us-gaap:SeriesEPreferredStockMember 2025-12-31 0001679817 2024-12-31 0001679817 us-gaap:RelatedPartyMember 2024-12-31 0001679817 us-gaap:SeriesCPreferredStockMember 2024-12-31 0001679817 us-gaap:SeriesDPreferredStockMember 2024-12-31 0001679817 us-gaap:SeriesEPreferredStockMember 2024-12-31 0001679817 2025-01-01 2025-03-31 0001679817 2025-01-01 2025-12-31 0001679817 2024-01-01 2024-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2025-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2025-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2025-12-31 0001679817 us-gaap:CommonStockMember 2025-12-31 0001679817 us-gaap:TreasuryStockCommonMember 2025-12-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001679817 us-gaap:RetainedEarningsMember 2025-12-31 0001679817 us-gaap:NoncontrollingInterestMember 2025-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2024-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2024-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2024-12-31 0001679817 us-gaap:CommonStockMember 2024-12-31 0001679817 us-gaap:TreasuryStockCommonMember 2024-12-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001679817 us-gaap:RetainedEarningsMember 2024-12-31 0001679817 us-gaap:NoncontrollingInterestMember 2024-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2023-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2023-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2023-12-31 0001679817 us-gaap:CommonStockMember 2023-12-31 0001679817 us-gaap:TreasuryStockCommonMember 2023-12-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001679817 us-gaap:RetainedEarningsMember 2023-12-31 0001679817 us-gaap:NoncontrollingInterestMember 2023-12-31 0001679817 2023-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2026-01-01 2026-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2026-01-01 2026-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2026-01-01 2026-03-31 0001679817 us-gaap:CommonStockMember 2026-01-01 2026-03-31 0001679817 us-gaap:TreasuryStockCommonMember 2026-01-01 2026-03-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0001679817 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0001679817 us-gaap:NoncontrollingInterestMember 2026-01-01 2026-03-31 0001679817 OZSC:CommonStockToBeIssuedMember 2025-01-01 2025-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2025-01-01 2025-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2025-01-01 2025-03-31 0001679817 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001679817 us-gaap:TreasuryStockCommonMember 2025-01-01 2025-03-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001679817 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001679817 us-gaap:NoncontrollingInterestMember 2025-01-01 2025-03-31 0001679817 OZSC:CommonStockToBeIssuedMember 2025-01-01 2025-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2025-01-01 2025-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2025-01-01 2025-12-31 0001679817 us-gaap:CommonStockMember 2025-01-01 2025-12-31 0001679817 us-gaap:TreasuryStockCommonMember 2025-01-01 2025-12-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-12-31 0001679817 us-gaap:RetainedEarningsMember 2025-01-01 2025-12-31 0001679817 us-gaap:NoncontrollingInterestMember 2025-01-01 2025-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2024-01-01 2024-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2024-01-01 2024-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2024-01-01 2024-12-31 0001679817 us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001679817 us-gaap:TreasuryStockCommonMember 2024-01-01 2024-12-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-12-31 0001679817 us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001679817 us-gaap:NoncontrollingInterestMember 2024-01-01 2024-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2026-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2026-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2026-03-31 0001679817 us-gaap:CommonStockMember 2026-03-31 0001679817 us-gaap:TreasuryStockCommonMember 2026-03-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0001679817 us-gaap:RetainedEarningsMember 2026-03-31 0001679817 us-gaap:NoncontrollingInterestMember 2026-03-31 0001679817 OZSC:CommonStockToBeIssuedMember 2025-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2025-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2025-03-31 0001679817 us-gaap:CommonStockMember 2025-03-31 0001679817 us-gaap:TreasuryStockCommonMember 2025-03-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001679817 us-gaap:RetainedEarningsMember 2025-03-31 0001679817 us-gaap:NoncontrollingInterestMember 2025-03-31 0001679817 2025-03-31 0001679817 2026-01-16 2026-01-16 0001679817 2026-01-21 0001679817 2026-02-20 0001679817 2026-02-21 0001679817 OZSC:SecuritiesPurchaseAgreementMember OZSC:PennsylvaniaCorporationMember 2020-07-01 2020-07-10 0001679817 OZSC:SecuritiesPurchaseAgreementMember OZSC:PennsylvaniaCorporationMember us-gaap:SeriesCPreferredStockMember 2020-07-01 2020-07-10 0001679817 OZSC:SecuritiesPurchaseAgreementMember OZSC:PennsylvaniaCorporationMember us-gaap:SeriesDPreferredStockMember 2020-07-01 2020-07-10 0001679817 OZSC:SecuritiesPurchaseAgreementMember OZSC:PennsylvaniaCorporationMember us-gaap:SeriesEPreferredStockMember 2020-07-01 2020-07-10 0001679817 srt:MaximumMember 2026-02-21 0001679817 srt:MinimumMember 2026-02-21 0001679817 srt:ScenarioPreviouslyReportedMember 2025-03-31 0001679817 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember 2025-03-31 0001679817 srt:ScenarioPreviouslyReportedMember 2024-12-31 0001679817 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember 2024-12-31 0001679817 srt:ScenarioPreviouslyReportedMember 2023-12-31 0001679817 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember 2023-12-31 0001679817 srt:ScenarioPreviouslyReportedMember 2025-01-01 2025-03-31 0001679817 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember 2025-01-01 2025-03-31 0001679817 srt:ScenarioPreviouslyReportedMember 2024-01-01 2024-12-31 0001679817 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember 2024-01-01 2024-12-31 0001679817 OZSC:ConvertibleNoteMember 2026-03-31 0001679817 us-gaap:SubsequentEventMember OZSC:PromissoryNoteMember 2026-04-01 2026-04-01 0001679817 us-gaap:SubsequentEventMember OZSC:PromissoryNoteMember 2026-04-01 0001679817 us-gaap:SubsequentEventMember OZSC:ConvertiblePromissoryNoteMember 2026-04-01 2026-04-01 0001679817 us-gaap:SubsequentEventMember OZSC:ConvertiblePromissoryNoteMember 2026-04-01 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember 2025-04-11 2025-04-11 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2025-05-07 2025-05-07 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember OZSC:GHSInvestmentsLLCMember 2026-01-01 2026-03-31 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember OZSC:GHSInvestmentsLLCMember 2026-03-31 0001679817 OZSC:ConvertibleNoteMember 2025-12-31 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember 2023-05-02 2023-05-02 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember 2024-01-01 2024-12-31 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember 2024-12-31 0001679817 OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2024-01-26 2024-01-26 0001679817 OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2024-07-30 2024-07-30 0001679817 OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember OZSC:GHSInvestmentsLLCMember 2024-12-31 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember OZSC:GHSInvestmentsLLCMember 2024-01-01 2024-12-31 0001679817 OZSC:GHSInvestmentsLLCMember 2024-12-31 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember OZSC:GHSInvestmentsLLCMember 2025-01-01 2025-12-31 0001679817 OZSC:GHSInvestmentsLLCMember 2025-12-31 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2025-01-01 2025-12-31 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:SubsequentEventMember 2026-01-01 2026-03-15 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:SubsequentEventMember 2026-03-15 0001679817 2021-04-30 0001679817 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember OZSC:CustomerOneMember 2026-01-01 2026-03-31 0001679817 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember OZSC:CustomerTwoMember 2026-01-01 2026-03-31 0001679817 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember OZSC:CustomerOneMember 2025-01-01 2025-12-31 0001679817 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember OZSC:CustomerTwoMember 2025-01-01 2025-12-31 0001679817 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember OZSC:CustomerOneMember 2024-01-01 2024-12-31 0001679817 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember OZSC:CustomerTwoMember 2024-01-01 2024-12-31 0001679817 us-gaap:AccountsPayableMember us-gaap:SupplierConcentrationRiskMember OZSC:OneVendorMember 2025-01-01 2025-12-31 0001679817 us-gaap:AccountsPayableMember us-gaap:SupplierConcentrationRiskMember OZSC:TwoVendorMember 2025-01-01 2025-12-31 0001679817 OZSC:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2026-01-01 2026-03-31 0001679817 OZSC:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2025-01-01 2025-03-31 0001679817 OZSC:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2026-03-31 0001679817 OZSC:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2026-01-01 2026-03-31 0001679817 OZSC:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2025-01-01 2025-03-31 0001679817 OZSC:CustomerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2026-03-31 0001679817 OZSC:CustomerCMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2026-01-01 2026-03-31 0001679817 OZSC:CustomerCMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2025-01-01 2025-03-31 0001679817 OZSC:CustomerCMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2026-03-31 0001679817 OZSC:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2025-01-01 2025-12-31 0001679817 OZSC:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-12-31 0001679817 OZSC:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-12-31 0001679817 OZSC:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2025-01-01 2025-12-31 0001679817 OZSC:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-12-31 0001679817 OZSC:CustomerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-12-31 0001679817 OZSC:CustomerCMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2025-01-01 2025-12-31 0001679817 OZSC:CustomerCMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-12-31 0001679817 OZSC:CustomerCMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-12-31 0001679817 OZSC:CustomerDMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2025-01-01 2025-12-31 0001679817 OZSC:CustomerDMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-12-31 0001679817 OZSC:CustomerDMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-12-31 0001679817 OZSC:SourcedAndDistributedProductsMember 2026-01-01 2026-03-31 0001679817 OZSC:SourcedAndDistributedProductsMember 2025-01-01 2025-03-31 0001679817 OZSC:OEDInstallationsMember 2026-01-01 2026-03-31 0001679817 OZSC:OEDInstallationsMember 2025-01-01 2025-03-31 0001679817 OZSC:SourcedAndDistributedProductsMember 2025-01-01 2025-12-31 0001679817 OZSC:SourcedAndDistributedProductsMember 2024-01-01 2024-12-31 0001679817 OZSC:OEDInstallationsMember 2025-01-01 2025-12-31 0001679817 OZSC:OEDInstallationsMember 2024-01-01 2024-12-31 0001679817 us-gaap:FairValueInputsLevel1Member 2026-03-31 0001679817 us-gaap:FairValueInputsLevel2Member 2026-03-31 0001679817 us-gaap:FairValueInputsLevel3Member 2026-03-31 0001679817 us-gaap:FairValueInputsLevel1Member 2025-12-31 0001679817 us-gaap:FairValueInputsLevel2Member 2025-12-31 0001679817 us-gaap:FairValueInputsLevel3Member 2025-12-31 0001679817 us-gaap:FairValueInputsLevel1Member 2024-12-31 0001679817 us-gaap:FairValueInputsLevel2Member 2024-12-31 0001679817 us-gaap:FairValueInputsLevel3Member 2024-12-31 0001679817 us-gaap:ConvertiblePreferredStockMember 2026-01-01 2026-03-31 0001679817 us-gaap:ConvertiblePreferredStockMember 2025-01-01 2025-03-31 0001679817 OZSC:UnexercisedCommonStockPurchaseWarrantsMember 2026-01-01 2026-03-31 0001679817 OZSC:UnexercisedCommonStockPurchaseWarrantsMember 2025-01-01 2025-03-31 0001679817 us-gaap:ConvertibleNotesPayableMember 2026-01-01 2026-03-31 0001679817 us-gaap:ConvertibleNotesPayableMember 2025-01-01 2025-03-31 0001679817 OZSC:PromissoryNotePayableMember 2026-01-01 2026-03-31 0001679817 OZSC:PromissoryNotePayableMember 2025-01-01 2025-03-31 0001679817 us-gaap:ConvertiblePreferredStockMember 2025-01-01 2025-12-31 0001679817 us-gaap:ConvertiblePreferredStockMember 2024-01-01 2024-12-31 0001679817 OZSC:UnexercisedCommonStockPurchaseWarrantsMember 2025-01-01 2025-12-31 0001679817 OZSC:UnexercisedCommonStockPurchaseWarrantsMember 2024-01-01 2024-12-31 0001679817 us-gaap:ConvertibleNotesPayableMember 2025-01-01 2025-12-31 0001679817 us-gaap:ConvertibleNotesPayableMember 2024-01-01 2024-12-31 0001679817 OZSC:PromissoryNotePayableMember 2025-01-01 2025-12-31 0001679817 OZSC:PromissoryNotePayableMember 2024-01-01 2024-12-31 0001679817 us-gaap:OfficeEquipmentMember 2026-03-31 0001679817 us-gaap:OfficeEquipmentMember 2025-12-31 0001679817 us-gaap:OfficeEquipmentMember 2024-12-31 0001679817 us-gaap:BuildingAndBuildingImprovementsMember 2025-12-31 0001679817 us-gaap:BuildingAndBuildingImprovementsMember 2024-12-31 0001679817 us-gaap:EmployeeStockMember 2025-01-01 2025-12-31 0001679817 srt:ChiefExecutiveOfficerMember 2025-01-01 2025-12-31 0001679817 us-gaap:RelatedPartyMember 2025-01-01 2025-12-31 0001679817 2026-09-01 2026-09-01 0001679817 OZSC:FifteenPercentConvertibleNoteMember 2020-07-10 2020-07-10 0001679817 OZSC:FifteenPercentConvertibleNoteMember 2026-03-31 0001679817 OZSC:FifteenPercentConvertibleNoteMember 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:JuneTwoTwoThousandTwentySixMember 2025-05-28 2025-05-28 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:JuneTwoTwoThousandTwentySixMember 2025-05-28 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:JuneTwoTwoThousandTwentySixMember 2025-06-03 2025-06-03 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:JuneTwoTwoThousandTwentySixMember 2025-06-03 0001679817 OZSC:PromissoryNoteMember OZSC:JuneTwoTwoThousandTwentySixMember OZSC:ThirdPartyMember srt:MaximumMember 2025-05-28 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:JuneTwoTwoThousandTwentySixMember 2026-01-01 2026-03-31 0001679817 OZSC:TwoConvertibleNoteMember 2026-03-31 0001679817 OZSC:TwoConvertibleNoteMember 2025-12-31 0001679817 us-gaap:SubsequentEventMember 2025-11-28 2026-05-28 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2025-07-15 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2025-07-15 2025-07-15 0001679817 OZSC:PromissoryNoteMember OZSC:JulyFourteenThousandTwentySixMember 2025-06-03 2025-06-03 0001679817 OZSC:HolderMember 2025-07-15 2025-07-15 0001679817 OZSC:PromissoryNoteMember OZSC:JulyFourteenTwoThousandTwentySixMember 2025-07-15 0001679817 OZSC:PromissoryNoteMember OZSC:JulyFourteenTwoThousandTwentySixMember 2025-07-15 2025-07-15 0001679817 OZSC:PromissoryNoteMember OZSC:JulyFourteenTwoThousandTwentySixMember OZSC:ThirdPartyMember srt:MaximumMember 2025-07-15 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:JulyFourteenTwoThousandTwentySixMember 2025-07-15 2025-07-15 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:JuneTwoTwoThousandTwentySixMember 2025-07-15 2025-07-15 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:JulyFourteenTwoThousandTwentySixMember 2026-01-01 2026-03-31 0001679817 OZSC:JulyFourteenTwoThousandTwentySixMember 2025-12-31 0001679817 OZSC:JulyFourteenTwoThousandTwentySixMember 2026-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2025-09-24 0001679817 OZSC:PromissoryNoteMember OZSC:SeptemberTwoThousandTwentySixNoteMember OZSC:ThirdPartyMember 2025-09-24 2025-09-24 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2025-09-24 2025-09-24 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember OZSC:SeptemberTwoThousandTwentySixNoteMember 2025-09-24 0001679817 OZSC:PromissoryNoteMember OZSC:SeptemberTwoThousandTwentySixNoteMember 2025-09-24 2025-09-24 0001679817 OZSC:PromissoryNoteMember OZSC:SeptemberTwoThousandTwentySixNoteMember 2025-09-24 0001679817 OZSC:PromissoryNoteMember OZSC:SeptemberTwoThousandTwentySixNoteMember OZSC:ThirdPartyMember srt:MaximumMember 2025-09-24 0001679817 OZSC:SeptemberTwoThousandTwentySixNoteMember 2025-12-31 0001679817 OZSC:SeptemberTwoThousandTwentySixNoteMember 2026-03-31 0001679817 OZSC:TwoConvertibleNoteMember 2025-07-31 0001679817 OZSC:TwoConvertibleNoteMember 2025-07-31 2025-07-31 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember 2025-07-31 2025-07-31 0001679817 OZSC:JulyThirtyOneTwoThousandTwentyFiveMember 2026-03-31 0001679817 OZSC:JulyThirtyOneTwoThousandTwentyFiveMember 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:JulyThirtyOneTwoThousandTwentyFiveMember 2025-01-01 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2026-01-22 0001679817 OZSC:PromissoryNoteMember OZSC:OctoberThirtyTwoThousandTwentySixNoteMember OZSC:ThirdPartyMember 2025-09-24 2025-09-24 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2026-01-22 2026-01-22 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember OZSC:OctoberThirtyTwoThousandTwentySixNoteMember 2026-01-22 0001679817 OZSC:PromissoryNoteMember OZSC:OctoberThirtyTwoThousandTwentySixNoteMember 2026-01-22 2026-01-22 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:OctoberThirtyTwoThousandTwentySixNoteMember 2026-01-22 2026-01-22 0001679817 OZSC:OctoberThirtyTwoThousandTwentySixNoteMember 2026-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember OZSC:OctoberThirtyTwoThousandTwentySixNoteMember 2026-01-22 2026-01-22 0001679817 OZSC:PromissoryNoteOneMember OZSC:HolderMember OZSC:OctoberThirtyTwoThousandTwentySixNoteMember 2026-01-22 0001679817 OZSC:PromissoryNoteOneMember OZSC:ThirdPartyMember OZSC:OctoberThirtyTwoThousandTwentySixNoteMember 2026-01-22 2026-01-22 0001679817 OZSC:OctoberThirtyTwoThousandTwentySixNoteMember OZSC:ThirdPartyMember 2026-03-31 0001679817 OZSC:ConvertibleNoteMember 2026-01-01 2026-03-31 0001679817 OZSC:ConvertibleNoteMember 2025-01-01 2025-12-31 0001679817 us-gaap:WarrantMember 2026-01-01 2026-03-31 0001679817 us-gaap:WarrantMember 2025-01-01 2025-12-31 0001679817 us-gaap:WarrantMember srt:MinimumMember 2026-03-31 0001679817 us-gaap:WarrantMember srt:MaximumMember 2026-03-31 0001679817 us-gaap:MeasurementInputExercisePriceMember srt:MaximumMember 2026-03-31 0001679817 us-gaap:MeasurementInputExercisePriceMember srt:MinimumMember 2026-03-31 0001679817 OZSC:FifteenPercentConvertibleNoteMember 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:JuneTwoTwoThousandTwentySixMember 2025-01-01 2025-12-31 0001679817 2025-11-28 2025-11-28 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:JulyFourteenTwoThousandTwentySixMember 2025-05-28 2025-05-28 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:JulyFourteenTwoThousandTwentySixMember 2025-07-01 2025-09-30 0001679817 OZSC:PromissoryNoteMember OZSC:SeptemberTwoThousandTwentySixNoteMember OZSC:ThirdPartyMember srt:MaximumMember 2025-07-15 0001679817 OZSC:PromissoryNoteMember OZSC:ThirdPartyMember OZSC:SeptemberTwoThousandTwentySixNoteMember 2025-01-01 2025-12-31 0001679817 OZSC:TwoConvertibleNoteMember 2025-01-01 2025-12-31 0001679817 OZSC:TwoConvertibleNoteMember srt:MaximumMember 2025-12-31 0001679817 OZSC:ConvertibleTwoNoteMember 2025-12-31 0001679817 OZSC:ConvertibleNotesMember 2025-01-01 2025-12-31 0001679817 us-gaap:WarrantMember 2024-01-01 2024-12-31 0001679817 us-gaap:WarrantMember srt:MinimumMember 2025-12-31 0001679817 us-gaap:WarrantMember srt:MaximumMember 2025-12-31 0001679817 us-gaap:MeasurementInputExercisePriceMember srt:MaximumMember 2025-12-31 0001679817 us-gaap:MeasurementInputExercisePriceMember srt:MinimumMember 2025-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2025-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2025-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2026-01-01 2026-03-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2026-01-01 2026-03-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2026-03-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2026-03-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2024-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2024-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2025-01-01 2025-03-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2025-01-01 2025-03-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2025-03-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2025-03-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2025-01-01 2025-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2025-01-01 2025-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2023-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2023-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2024-01-01 2024-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableMember 2026-03-31 0001679817 OZSC:NotePayableMember 2025-12-31 0001679817 OZSC:OtherMember 2026-03-31 0001679817 OZSC:OtherMember 2025-12-31 0001679817 OZSC:NotePayableOneMember 2026-03-31 0001679817 OZSC:NotePayableOneMember 2025-12-31 0001679817 OZSC:NotePayableTwoMember 2026-03-31 0001679817 OZSC:NotePayableTwoMember 2025-12-31 0001679817 OZSC:NotePayableThreeMember 2026-03-31 0001679817 OZSC:NotePayableThreeMember 2025-12-31 0001679817 OZSC:NotePayableFourMember 2026-03-31 0001679817 OZSC:NotePayableFourMember 2025-12-31 0001679817 OZSC:NotePayableFiveMember 2026-03-31 0001679817 OZSC:NotePayableFiveMember 2025-12-31 0001679817 OZSC:NotePayableSixMember 2026-03-31 0001679817 OZSC:NotePayableSixMember 2025-12-31 0001679817 OZSC:NotePayableSevenMember 2026-03-31 0001679817 OZSC:NotePayableSevenMember 2025-12-31 0001679817 OZSC:NotePayableEightMember 2026-03-31 0001679817 OZSC:NotePayableEightMember 2025-12-31 0001679817 OZSC:NotePayableNineMember 2026-03-31 0001679817 OZSC:NotePayableNineMember 2025-12-31 0001679817 OZSC:NotePayableTenMember 2026-03-31 0001679817 OZSC:NotePayableTenMember 2025-12-31 0001679817 OZSC:NotePayableElevenMember 2026-03-31 0001679817 OZSC:NotePayableElevenMember 2025-12-31 0001679817 OZSC:NotePayableMember 2024-12-31 0001679817 OZSC:NotePayableMember 2025-01-01 2025-12-31 0001679817 OZSC:NotePayableMember 2024-01-01 2024-12-31 0001679817 OZSC:OtherMember 2024-12-31 0001679817 OZSC:NotePayableOneMember 2024-12-31 0001679817 OZSC:NotePayableTwoMember 2024-12-31 0001679817 OZSC:NotePayableTwoMember 2025-01-01 2025-12-31 0001679817 OZSC:NotePayableTwoMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableThreeMember 2024-12-31 0001679817 OZSC:NotePayableElevenMember 2024-12-31 0001679817 OZSC:NotePayableFourMember 2024-12-31 0001679817 OZSC:NotePayableFiveMember 2024-12-31 0001679817 OZSC:NotePayableSixMember 2024-12-31 0001679817 OZSC:NotePayableSevenMember 2024-12-31 0001679817 OZSC:NotePayableEightMember 2024-12-31 0001679817 OZSC:NotePayableMember srt:MinimumMember 2026-03-31 0001679817 OZSC:NotePayableMember srt:MinimumMember 2025-12-31 0001679817 OZSC:NotePayableMember srt:MaximumMember 2026-03-31 0001679817 OZSC:NotePayableMember srt:MaximumMember 2025-12-31 0001679817 OZSC:NotePayableMember 2026-01-01 2026-03-31 0001679817 OZSC:NotePayableOneMember 2026-01-01 2026-03-31 0001679817 OZSC:NotePayableOneMember 2025-01-01 2025-12-31 0001679817 OZSC:NotePayableTwoMember 2026-01-01 2026-03-31 0001679817 OZSC:NotePayableThreeMember 2026-01-01 2026-03-31 0001679817 OZSC:NotePayableThreeMember 2025-01-01 2025-12-31 0001679817 OZSC:NotePayableFourMember 2026-01-01 2026-03-31 0001679817 OZSC:NotePayableFourMember 2025-01-01 2025-12-31 0001679817 OZSC:NotePayableFiveMember 2026-01-01 2026-03-31 0001679817 OZSC:NotePayableFiveMember 2025-01-01 2025-12-31 0001679817 OZSC:NotePayableSixMember 2026-01-01 2026-03-31 0001679817 OZSC:NotePayableSixMember 2025-01-01 2025-12-31 0001679817 OZSC:NotePayableSevenMember 2026-01-01 2026-03-31 0001679817 OZSC:NotePayableSevenMember 2025-01-01 2025-12-31 0001679817 OZSC:NotePayableEightMember 2026-01-01 2026-03-31 0001679817 OZSC:NotePayableEightMember 2025-01-01 2025-12-31 0001679817 OZSC:NotePayableNineMember 2026-01-01 2026-03-31 0001679817 OZSC:NotePayableNineMember 2025-01-01 2025-12-31 0001679817 OZSC:NotePayableTenMember 2026-01-01 2026-03-31 0001679817 OZSC:NotePayableTenMember 2025-01-01 2025-12-31 0001679817 OZSC:SecuredPromissoryNoteMember 2025-08-13 2025-08-13 0001679817 OZSC:NotePayableMember srt:MinimumMember 2024-12-31 0001679817 OZSC:NotePayableMember srt:MaximumMember 2024-12-31 0001679817 OZSC:NotePayableOneMember srt:MinimumMember 2025-12-31 0001679817 OZSC:NotePayableOneMember srt:MinimumMember 2024-12-31 0001679817 OZSC:NotePayableOneMember srt:MaximumMember 2025-12-31 0001679817 OZSC:NotePayableOneMember srt:MaximumMember 2024-12-31 0001679817 OZSC:NotePayableOneMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableThreeMember srt:MinimumMember 2025-12-31 0001679817 OZSC:NotePayableThreeMember srt:MinimumMember 2024-12-31 0001679817 OZSC:NotePayableThreeMember srt:MaximumMember 2025-12-31 0001679817 OZSC:NotePayableThreeMember srt:MaximumMember 2024-12-31 0001679817 OZSC:NotePayableThreeMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableElevenMember 2025-01-01 2025-12-31 0001679817 OZSC:NotePayableElevenMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableFourMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableFiveMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableSixMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableSevenMember 2024-01-01 2024-12-31 0001679817 OZSC:NotePayableEightMember 2024-01-01 2024-12-31 0001679817 OZSC:SecuredPromissoryNoteMember 2026-01-05 0001679817 OZSC:SecuredPromissoryNoteMember 2026-01-05 2026-01-05 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:JanuaryTwoTwoThousandTwentySixMember 2026-01-05 2026-01-05 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:JanuaryTwoTwoThousandTwentySixMember 2026-01-05 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:JanuaryTwoTwoThousandTwentySixMember 2026-01-01 2026-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:JanuaryTwoTwoThousandTwentySixMember 2026-03-31 0001679817 OZSC:SecuredPromissoryNoteMember OZSC:JanuaryTwoTwoThousandTwentySixMember 2026-03-31 0001679817 OZSC:SecuredPromissoryNoteMember 2026-02-03 0001679817 OZSC:SecuredPromissoryNoteMember 2026-02-03 2026-02-03 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:FebruaryFiveTwoThousandTwentySixMember 2026-02-03 2026-02-03 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:FebruaryFiveTwoThousandTwentySixMember 2026-02-03 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:FebruaryFiveTwoThousandTwentySixMember 2026-01-01 2026-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:FebruaryFiveTwoThousandTwentySixMember 2026-03-31 0001679817 OZSC:SecuredPromissoryNoteMember OZSC:FebruaryFiveTwoThousandTwentySixMember 2026-03-31 0001679817 OZSC:SecuredPromissoryNoteMember 2025-11-21 0001679817 OZSC:SecuredPromissoryNoteMember 2025-11-21 2025-11-21 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberNineTwoThousandTwentyFiveMember 2025-12-09 2025-12-09 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberNineTwoThousandTwentyFiveMember 2025-12-09 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberNineTwoThousandTwentyFiveMember 2026-01-01 2026-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberNineTwoThousandTwentyFiveMember 2026-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberNineTwoThousandTwentyFiveMember 2025-12-31 0001679817 OZSC:SecuredPromissoryNoteMember OZSC:DecemberNineTwoThousandTwentyFiveMember 2026-03-31 0001679817 OZSC:SecuredPromissoryNoteMember OZSC:DecemberNineTwoThousandTwentyFiveMember 2025-12-31 0001679817 OZSC:SecuredPromissoryNoteMember 2025-08-13 0001679817 OZSC:SecuredPromissoryNoteMember 2025-08-14 0001679817 OZSC:SecuredPromissoryNoteMember 2026-01-01 2026-03-31 0001679817 OZSC:SecuredPromissoryNoteMember 2026-03-31 0001679817 OZSC:SecuredPromissoryNoteMember 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2022-11-11 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2022-11-11 2022-11-11 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2025-01-01 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2026-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2021-12-07 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2021-12-05 2021-12-07 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2021-12-13 2021-12-13 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2026-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2021-03-17 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2021-03-17 2021-03-17 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2021-03-23 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2021-03-22 2021-03-23 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2026-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-11-13 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-11-12 2020-11-13 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-11-17 2020-11-20 0001679817 OZSC:HolderMember 2020-11-12 2020-11-13 0001679817 OZSC:HolderMember OZSC:PromissoryNoteOneMember 2020-11-13 0001679817 OZSC:HolderMember 2020-11-13 0001679817 OZSC:PromissoryNoteMember 2025-01-01 2025-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2026-03-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2026-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-11-06 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-11-05 2020-11-06 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-06-23 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-06-20 2020-06-23 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2020-11-06 2020-11-06 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2020-11-06 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2020-11-06 0001679817 OZSC:PromissoryNoteMember 2020-11-06 0001679817 OZSC:PromissoryNoteTwoMember OZSC:LenderMember 2020-11-06 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2026-01-01 2026-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2025-01-01 2025-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-08-24 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-08-23 2020-08-24 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2020-08-22 2020-08-25 0001679817 OZSC:HolderMember 2020-08-23 2020-08-24 0001679817 OZSC:PromissoryNoteOneMember OZSC:HolderMember 2020-08-24 0001679817 OZSC:PromissoryNoteMember 2026-03-31 0001679817 OZSC:PromissoryNoteMember 2025-12-31 0001679817 srt:MinimumMember OZSC:PromissoryNoteOneMember 2026-03-31 0001679817 srt:MaximumMember OZSC:PromissoryNoteOneMember 2026-03-31 0001679817 OZSC:SecuredPromissoryNoteMember 2025-01-01 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2024-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2021-12-07 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2022-10-31 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2025-01-01 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2024-01-01 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2024-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2021-03-17 0001679817 OZSC:PromissoryNoteTwoMember OZSC:LenderMember 2022-10-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchSeventeenTwoThousandTwentyTwoMember 2025-01-01 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchSeventeenTwoThousandTwentyTwoMember 2024-01-01 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2024-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2021-02-09 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2021-02-09 2021-02-09 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2021-02-16 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2021-02-15 2021-02-16 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2021-02-16 0001679817 OZSC:PromissoryNoteTwoMember 2022-10-31 0001679817 OZSC:PromissoryNoteMember 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:FebruaryNineTwoThousandTwentyTwoMember 2022-10-31 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:FebruaryNineTwoThousandTwentyTwoMember 2024-01-01 2024-12-31 0001679817 OZSC:PromissoryNoteTwoMember OZSC:LenderMember 2025-12-31 0001679817 OZSC:PromissoryNoteTwoMember OZSC:LenderMember 2024-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2024-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2021-11-15 2021-11-16 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2025-01-01 2025-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2024-01-01 2024-12-31 0001679817 OZSC:PromissoryNoteMember 2024-12-31 0001679817 2025-07-01 2025-09-30 0001679817 OZSC:PromissoryNoteOneMember 2025-01-01 2025-12-31 0001679817 srt:MinimumMember OZSC:PromissoryNoteOneMember 2025-12-31 0001679817 OZSC:PromissoryNoteOneMember srt:MaximumMember 2025-12-31 0001679817 srt:MinimumMember 2025-01-01 2025-12-31 0001679817 srt:MaximumMember 2025-01-01 2025-12-31 0001679817 OZSC:PowerConversionTechnologiesIncMember OZSC:ExchangeAgreementMember 2020-09-02 0001679817 OZSC:PowerConversionTechnologiesIncMember OZSC:ExchangeAgreementMember 2020-08-30 2020-09-02 0001679817 OZSC:PowerConversionTechnologiesIncMember OZSC:ExchangeAgreementMember 2021-02-25 2021-02-26 0001679817 2022-11-10 2022-11-11 0001679817 OZSC:PromissoryNoteMember 2022-11-10 2022-11-11 0001679817 OZSC:VehicleServiceContractsMember 2026-03-31 0001679817 OZSC:VehicleServiceContractsMember 2025-12-31 0001679817 OZSC:VehicleServiceContractsMember 2024-12-31 0001679817 OZSC:MrConwayMember OZSC:EmploymentAgreementMember 2020-07-01 2020-07-10 0001679817 OZSC:EmploymentAgreementMember OZSC:MrConwayMember 2022-01-01 2022-01-01 0001679817 OZSC:MrConwayMember OZSC:EmploymentAgreementMember 2022-01-01 2022-01-31 0001679817 OZSC:MrConveyMember 2026-01-01 2026-03-31 0001679817 OZSC:MrConveyMember 2025-01-01 2025-03-31 0001679817 OZSC:MrConveyMember 2025-01-01 2025-12-31 0001679817 2025-09-01 2025-09-30 0001679817 OZSC:MrConveyMember 2026-03-31 0001679817 OZSC:MrConveyMember 2025-12-31 0001679817 us-gaap:RelatedPartyMember 2026-01-05 0001679817 us-gaap:RelatedPartyMember 2026-02-04 0001679817 OZSC:MrConveyMember 2024-01-01 2024-12-31 0001679817 OZSC:MrConveyMember 2024-12-31 0001679817 OZSC:RMAAgreementMember 2021-09-01 2021-09-01 0001679817 OZSC:RMAAgreementMember 2021-09-01 0001679817 OZSC:RMAAgreementMember 2025-01-01 2025-12-31 0001679817 OZSC:RMAAgreementMember 2026-03-31 0001679817 OZSC:RMAAgreementMember 2025-12-31 0001679817 OZSC:RMAAgreementMember 2026-01-01 2026-03-31 0001679817 OZSC:SalmanJChaudhryMember OZSC:SeparationAgreementMember us-gaap:RelatedPartyMember 2019-03-04 0001679817 OZSC:SalmanJChaudhryMember OZSC:SeparationAgreementMember us-gaap:RelatedPartyMember 2026-03-31 0001679817 OZSC:SalmanJChaudhryMember OZSC:SeparationAgreementMember us-gaap:RelatedPartyMember 2025-12-31 0001679817 OZSC:PCTIMember OZSC:AgreementWithThirdPartyMember 2020-09-01 2020-09-02 0001679817 OZSC:PCTIMember OZSC:AmendedAgreementWithThirdPartyMember 2021-02-25 2021-02-26 0001679817 us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent 2026-03-31 0001679817 us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent 2025-12-31 0001679817 OZSC:RMAAgreementMember 2024-01-01 2024-12-31 0001679817 OZSC:RMAAgreementMember 2024-12-31 0001679817 OZSC:SalmanJChaudhryMember OZSC:SeparationAgreementMember us-gaap:RelatedPartyMember 2024-12-31 0001679817 us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent 2025-12-31 0001679817 us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent 2024-12-31 0001679817 OZSC:SettlementAgreementMember 2024-01-01 2024-12-31 0001679817 2026-01-22 2026-01-22 0001679817 OZSC:CommonStockOneMember 2026-01-01 2026-03-31 0001679817 OZSC:CommonStockTwoMember 2026-01-01 2026-03-31 0001679817 us-gaap:CommonStockMember OZSC:ServiceAgreementMember 2026-01-01 2026-03-31 0001679817 OZSC:ServiceAgreementMember OZSC:CommonStockTwoMember 2026-01-01 2026-03-31 0001679817 OZSC:CommonStockThreeMember 2025-01-01 2025-03-31 0001679817 2025-03-04 0001679817 2025-05-21 0001679817 us-gaap:SeriesCPreferredStockMember OZSC:AmendmentCertificatesOfDesignationMember 2020-07-07 0001679817 us-gaap:SeriesCPreferredStockMember OZSC:AmendmentCertificatesOfDesignationMember 2020-07-06 2020-07-07 0001679817 us-gaap:SeriesDPreferredStockMember OZSC:SecuritiesPurchaseAgreementMember OZSC:PCTIMember 2020-07-06 2020-07-10 0001679817 OZSC:MrConwayMember us-gaap:SeriesDPreferredStockMember 2020-08-27 2020-08-28 0001679817 us-gaap:SeriesDPreferredStockMember OZSC:ChisMember 2021-07-13 2021-07-13 0001679817 us-gaap:SeriesDPreferredStockMember OZSC:SeriesDAmendmentMember 2021-07-27 0001679817 us-gaap:InvestorMember us-gaap:SeriesDPreferredStockMember OZSC:SeriesDSPAMember 2021-07-28 2021-07-28 0001679817 us-gaap:InvestorMember us-gaap:SeriesDPreferredStockMember OZSC:SeriesDSPAMember 2021-07-28 0001679817 us-gaap:WarrantMember 2026-01-01 2026-03-31 0001679817 OZSC:RemainingWarrantSharesMember 2026-03-31 0001679817 OZSC:RemainingWarrantSharesMember 2026-01-01 2026-03-31 0001679817 us-gaap:SeriesEPreferredStockMember OZSC:CertificatesOfDesignationMember 2020-07-07 0001679817 us-gaap:CommonStockMember OZSC:ServiceAgreementMember 2025-01-01 2025-12-31 0001679817 OZSC:CommonStockOneMember 2025-01-01 2025-12-31 0001679817 OZSC:CommonStockTwoMember 2025-01-01 2025-12-31 0001679817 2024-06-04 0001679817 us-gaap:WarrantMember 2025-01-01 2025-12-31 0001679817 OZSC:RemainingWarrantSharesMember 2025-12-31 0001679817 OZSC:RemainingWarrantSharesMember 2025-01-01 2025-12-31 0001679817 OZSC:BrianConwayMember 2021-08-19 0001679817 OZSC:PJNStrategiesMember 2021-08-19 0001679817 OZSC:PJNStrategiesMember 2022-09-12 2022-09-13 0001679817 OZSC:PJNStrategiesMember 2022-09-13 0001679817 2021-04-14 0001679817 stpr:CA 2021-04-11 2021-04-14 0001679817 stpr:CA 2021-04-14 0001679817 2021-12-31 0001679817 stpr:NY 2025-09-01 2025-09-01 0001679817 stpr:NY 2025-09-01 0001679817 OZSC:CatherineChisMember us-gaap:LetterOfCreditMember 2022-05-16 0001679817 OZSC:CatherineChisMember 2022-05-16 0001679817 OZSC:PowerConversionTechnologiesIncMember us-gaap:LetterOfCreditMember 2022-06-24 0001679817 OZSC:PowerConversionTechnologiesIncMember 2022-06-24 0001679817 us-gaap:SubsequentEventMember 2026-04-14 2026-04-14 0001679817 us-gaap:SubsequentEventMember 2026-05-08 2026-05-08 0001679817 us-gaap:SubsequentEventMember us-gaap:RestrictedStockMember 2026-04-20 2026-04-20 0001679817 us-gaap:SubsequentEventMember 2026-05-13 0001679817 us-gaap:SubsequentEventMember 2026-05-13 2026-05-13 0001679817 us-gaap:SubsequentEventMember OZSC:ConvertibleDebtOneMember 2026-05-14 0001679817 us-gaap:SubsequentEventMember 2026-05-15 2026-05-15 0001679817 us-gaap:SubsequentEventMember us-gaap:ConvertibleDebtMember 2026-05-14 2026-05-14 0001679817 us-gaap:SubsequentEventMember 2026-01-21 0001679817 us-gaap:SubsequentEventMember 2026-01-21 2026-01-21 0001679817 us-gaap:SubsequentEventMember 2026-01-05 2026-01-05 0001679817 us-gaap:SubsequentEventMember 2026-01-05 0001679817 us-gaap:SubsequentEventMember 2026-02-04 2026-02-04 0001679817 us-gaap:SubsequentEventMember 2026-02-04 0001679817 us-gaap:SubsequentEventMember 2026-01-01 2026-05-12 0001679817 us-gaap:SubsequentEventMember 2026-05-12 0001679817 us-gaap:SubsequentEventMember 2026-02-05 2026-02-05 0001679817 2026-02-05 2026-02-05 0001679817 us-gaap:SubsequentEventMember 2026-03-25 2026-03-25 0001679817 2026-03-25 2026-03-25 0001679817 us-gaap:SubsequentEventMember us-gaap:RestrictedStockMember 2026-03-02 2026-03-02 0001679817 us-gaap:SubsequentEventMember 2026-02-03 0001679817 us-gaap:SubsequentEventMember 2026-02-03 2026-02-03 0001679817 us-gaap:SubsequentEventMember us-gaap:ConvertibleDebtMember 2026-01-22 0001679817 us-gaap:SubsequentEventMember us-gaap:ConvertibleDebtMember 2026-01-22 2026-01-22 0001679817 us-gaap:SubsequentEventMember OZSC:ConvertibleDebtOneMember 2026-01-22 0001679817 us-gaap:SubsequentEventMember OZSC:ConvertibleDebtOneMember 2026-01-22 2026-01-22 0001679817 us-gaap:SubsequentEventMember OZSC:ConvertibleDebtOneMember 2026-04-20 0001679817 us-gaap:SubsequentEventMember us-gaap:ConvertibleDebtMember 2026-04-20 2026-04-20 0001679817 OZSC:BluezoneBeveragesMember us-gaap:SubsequentEventMember 2026-01-21 0001679817 OZSC:VaronSpiritsMember us-gaap:SubsequentEventMember 2026-01-21 0001679817 srt:MinimumMember us-gaap:BuildingAndBuildingImprovementsMember 2025-12-31 0001679817 srt:MaximumMember us-gaap:BuildingAndBuildingImprovementsMember 2025-12-31 0001679817 srt:MinimumMember OZSC:OfficeFurnitureAndEquipmentMember 2025-12-31 0001679817 srt:MaximumMember OZSC:OfficeFurnitureAndEquipmentMember 2025-12-31 0001679817 OZSC:WarehouseEquipmentMember 2025-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure utr:sqft

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Ozop Energy Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada

3841

35-2540672

(State of

Incorporation)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

55 Ronald Reagan Blvd.

Warwick, NY 10990

(877) 785-6967

[email protected]

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Please send copies of all communications to:

BRUNSON CHANDLER & JONES, PLLC

175 South Main Street, Suite 1410

Salt Lake City, Utah 84111

801-303-5772

[email protected]

(Address, including zip code, and telephone, including area code)

Approximate date of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
(do not check if a smaller reporting company)		Emerging Growth Company	☐

We hereby amend this registration statement on such date or dates as may be necessary to delay our effective date until the registrant shall file a further amendment which specifically states that this registration statement shall, thereafter, become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ~~APRIL~~JUNE ____, ~~2025~~2026.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

OZOP ENERGY SOLUTIONS, INC.

42,000,000~~,000~~ Common Shares

The selling stockholder identified in this prospectus may offer an indeterminate number of shares of its common stock, which will consist of up to 42,000,000~~,000~~ shares of common stock to be sold by GHS Investments LLC (“GHS”) pursuant to an Equity Financing Agreement (the “Financing Agreement”) dated April 11, 2025. If issued presently, the 42,000,000~~,000~~ shares of common stock registered for resale by GHS would represent 3228.1383% of our issued and outstanding shares of common stock as of ~~April~~June 2416, ~~2025~~2026.

The selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices, or at negotiated prices.

We will not receive any proceeds from the sale of the shares of our common stock by GHS. However, we will receive proceeds from our initial sale of shares to GHS pursuant to the Financing Agreement. We will sell shares to GHS at a price equal to 80% of the lowest daily ~~volume weighted average~~ trading price ~~(the “VWAP”)~~ of our common stock during the ten (10) consecutive trading day period preceding the date on which we deliver a put notice to GHS (the “Market Price”).

GHS is an underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

Our common stock is traded on OTC Markets under the symbol “OZSC”. On ~~April~~June 2416, ~~2025~~2026, the last reported sale price for our common stock was $0.~~0003~~20 per share.

Prior to this offering, there has been a limited market for our securities. While our common stock is on the OTC Markets, there has been negligible trading volume. There is no guarantee that an active trading market will develop in our securities.

This offering is highly speculative, and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 8. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ________________, ~~2025~~ 2026.

Table of Contents

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

Item 3. SUMMARY INFORMATION, RISK FACTORS, AND RATIO OF EARNINGS TO FIXED CHARGES 4 Item 4. USE OF PROCEEDS 20 Item 5. DETERMINATION OF OFFERING PRICE 20 Item 6. DILUTION 20 Item 7. SELLING SECURITY HOLDER 20 Item 8. PLAN OF DISTRIBUTION 23 Item 9. DESCRIPTION OF SECURITIES TO BE REGISTERED 24 Item 10. INTERESTS OF NAMED EXPERTS AND COUNSEL 25 Item 11. INFORMATION WITH RESPECT TO THE REGISTRANT 25 Item 11A. MATERIAL CHANGES 40 Item 12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. 40 Item 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 40 Item 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS 40 Item 15. RECENT SALES OF UNREGISTERED SECURITIES 40 Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 41

Item 3. SUMMARY INFORMATION, RISK FACTORS, AND RATIO OF EARNINGS TO FIXED CHARGES	4
Item 4. USE OF PROCEEDS	20
Item 5. DETERMINATION OF OFFERING PRICE	20
Item 6. DILUTION	20
Item 7. SELLING SECURITY HOLDER	20
Item 8. PLAN OF DISTRIBUTION	23
Item 9. DESCRIPTION OF SECURITIES TO BE REGISTERED	24
Item 10. INTERESTS OF NAMED EXPERTS AND COUNSEL	25
Item 11. INFORMATION WITH RESPECT TO THE REGISTRANT	25
Item 11A. MATERIAL CHANGES	43
Item 12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.	43
Item 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	44
Item 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS	44
Item 15. RECENT SALES OF UNREGISTERED SECURITIES	44
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	45

We have not authorized any person to give you any supplemental information or to make any representations for us. You should not rely upon any information about our company that is not contained in this prospectus. Information contained in this prospectus may become stale. You should not assume the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus, any prospectus supplement or of any sale of the shares. Our business, financial condition, results of operations, and prospects may have changed since those dates. The selling stockholders are offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted.

In this prospectus, “Ozop” the “Company,” “we,” “us,” and “our” refer to Ozop Energy Solutions, Inc., a Nevada corporation.

Item 3. SUMMARY INFORMATION, RISK FACTORS, AND RATIO OF EARNINGS TO FIXED CHARGES

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes under the Financial Statements prior to making an investment decision.

Corporate Background

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

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

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

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

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

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

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

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

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

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

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

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

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

~~Ozop~~On ~~Energy~~January ~~Systems~~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. 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.

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

~~Equipment Distributor: In April~~Ozop ~~2021,~~Energy 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.Systems

~~Modular Energy Distribution System:~~OES ~~The~~operates ~~NeoVolt™~~in ~~System comprises~~ the ~~design engineering~~renewable, ~~installation,~~electric ~~and~~vehicle ~~operational methodologies as well as the financial arbitrage of how we produce~~(“EV”), ~~capture~~energy storage and ~~distribute electrical~~ energy ~~for~~resiliency ~~the~~sectors. EVWe ~~markets.~~are ~~Our~~engaged ~~NeoVoltTM~~in ~~System~~multiple ~~offers~~business ~~(1)~~lines ~~charging locations~~ that ~~can~~include beproject ~~installed~~development ~~with~~as ~~reduced~~well ~~delays,~~as ~~restricted~~equipment ~~areas or load limits and (2) EV charger electricity that is produced from renewable sources claiming little to no carbon footprint~~distribution.

~~The Company has developed~~Equipment aDistributor: ~~business~~In ~~plan~~April ~~for NeoVolt™~~2021, ~~a scalable battery storage solution that aims to relieve~~ the ~~stress~~Company onsigned ~~existing~~a ~~grid~~five-year ~~infrastructure by~~lease ~~providing~~(beginning ~~distributed~~June ~~energy~~1, ~~storage.~~2021) ~~With the first stage~~ of ~~engineered~~approximately ~~technical drawings completed~~8,100 weSF ~~are~~in ~~advancing~~California, for tooffice ~~stage two~~ and ~~preparing~~warehouse space to ~~construct~~support the ~~initial~~sales ~~prototype~~and ordistribution ~~proof~~ of ~~concept~~our ~~(PoC).~~west ~~NeoVolt™~~coast isoperations. ~~designed~~On ~~with~~February ~~advanced~~22, ~~features~~2023, ~~including automatic~~with ~~adoption~~an effective date of ~~connected~~March ~~devices~~1, ~~and~~2023, ~~dynamic~~the ~~load~~Company ~~balancing~~entered ~~through~~into a ~~master-slave~~Sublease ~~configuration.~~for ~~These~~a ~~capabilities~~Single ~~enable~~Subleasee ~~NeoVolt™ to~~Agreement ~~seamlessly~~(the ~~integrate~~“Sublease”) with the landlord and ~~manage~~a ~~energy~~third ~~flows~~party ~~across~~for ~~multiple~~the ~~devices.~~office ~~Furthermore,~~and ~~the~~warehouse ~~PoC~~in isCarlsbad ~~contingent~~California. ~~upon~~Pursuant ~~recent~~to ~~advancements in~~the EVSublease ~~charging~~agreement, ~~and~~the ~~discharging~~third ~~standardizations,~~party ~~including~~will ~~on-board~~be ~~inverters~~responsible for ~~and~~all ~~bi-directional~~of ~~capabilities,~~the toCompany’s ~~ensure~~lease ~~compatibility and~~obligations ~~efficiency~~through inMay ~~both~~31, ~~residential~~2026, ~~and~~the ~~commercial~~lease ~~applications~~termination date.

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

~~Ozop~~The Company ~~Plus~~has ~~markets~~developed ~~vehicle~~a ~~service~~business ~~contracts~~plan ~~(VSC’s”)~~ for ~~electric~~NeoVolt™, ~~vehicles~~a ~~(EV’s)~~scalable ~~that~~battery ~~offer~~storage ~~consumers~~solution tothat beaims ~~able~~ to ~~purchase~~relieve ~~additional~~the ~~months~~stress ~~and~~on ~~miles above the manufacturer’s~~existing ~~warranty~~grid ~~and~~infrastructure ~~to also bring added value to EV owners~~ by ~~utilizing~~providing ~~our~~distributed ~~partnerships and strengths in the~~ energy ~~market to offer unique and innovative services~~storage. ~~EVCO~~With ~~has agreements with others whereby~~ the ~~battery~~first ~~premium~~stage ~~associated~~of ~~with~~engineered ~~any~~technical EVdrawings ~~VSC~~completed, ~~will~~we ~~be ceded to EVCO. OZOP~~are ~~Plus~~advancing ~~markets vehicle service contracts (“VSC’s”) for electric vehicles (EV’s) that offer consumers~~ to bestage ~~able to~~two ~~purchase additional months~~ and ~~miles~~preparing ~~above the manufacturer’s warranty and~~ to ~~also~~construct ~~bring added value to EV owners by utilizing our partnerships and strengths in~~ the ~~energy~~initial ~~market~~prototype toor ~~offer~~proof ~~unique~~of ~~and~~concept ~~innovative services~~(PoC). ~~Among~~NeoVolt™ EVis ~~owners’~~designed ~~concerns~~with ~~are the EV~~advanced ~~battery repair and replacement costs~~features, ~~range~~including ~~anxiety,~~automatic ~~environmental~~adoption ~~responsibilities,~~of ~~roadside~~connected ~~assistance,~~devices and ~~the~~dynamic ~~accelerated~~load ~~wear~~balancing ~~on additional~~through ~~components~~a ~~that~~master-slave ~~EV vehicles experience~~configuration. ~~Management~~These ~~believes that the OZOP Plus marketed VSC’s will give “peace~~capabilities ofenable ~~mind”~~NeoVolt™ to ~~the~~seamlessly EVintegrate ~~buyer.~~with Onand ~~October~~manage ~~23,~~energy ~~2024,~~flows ~~Ozop~~across ~~Capital~~multiple ~~Partners, Inc~~devices. ~~entered~~Furthermore, ~~into~~the anPoC ~~agreement~~is ~~with Empire Auto Protect (“Empire”).~~contingent ~~Under~~upon ~~the~~recent ~~agreement,~~advancements ~~Empire~~in ~~will~~EV ~~white~~charging ~~label~~and ~~Royal~~discharging ~~Administration’s Fully Charged VSC~~standardizations, toincluding beon-board ~~marketed~~inverters asand ~~Empire~~bi-directional ~~Plus. OZOP Plus~~capabilities, ~~will~~to beensure ~~ceded~~compatibility ~~the~~and ~~battery~~efficiency ~~premium~~in ~~portion~~both ofresidential ~~all~~and ofcommercial ~~the Empire Plus VSC’s contracted~~applications.

~~Ozop Engineering and Design~~OZOP Plus

~~OED~~Ozop Plus ~~was~~markets ~~formed~~vehicle service contracts (VSC’s”) for electric vehicles (EV’s) that offer consumers to ~~become~~be aable ~~premier~~to ~~engineering~~purchase ~~and~~additional ~~lighting~~months ~~control~~and ~~design~~miles ~~firm.~~above ~~OED~~the ~~offers~~manufacturer’s ~~product~~warranty and ~~design~~to ~~support~~also ~~for~~bring ~~lighting~~added value to EV owners by utilizing our partnerships and ~~solar~~strengths ~~projects~~in ~~with~~the aenergy ~~focus~~market onto ~~fast~~offer ~~lead~~unique ~~times~~ and ~~technical~~innovative ~~support~~services. ~~OED~~EVCO ~~and~~has ~~our~~agreements ~~partners~~with ~~are~~others ~~able~~whereby the battery premium associated with any EV VSC will be ceded to ~~offer~~EVCO. ~~the~~OZOP ~~resources~~Plus ~~needed~~markets vehicle service contracts (“VSC’s”) for ~~lighting,~~electric vehicles ~~solar~~(EV’s) that offer consumers to be able to purchase additional months and ~~electrical~~miles ~~design~~above ~~projects.~~the manufacturer’s warranty ~~OED~~and ~~provides~~to ~~its’~~also ~~customers~~bring ~~systems~~added value to ~~coordinate~~EV ~~the~~owners ~~understanding~~by ofutilizing ~~electrical~~our ~~usage~~partnerships ~~with~~and strengths in the ~~relationship~~energy ~~between~~market ~~lighting~~to ~~design~~ offer unique and ~~lighting~~innovative services. ~~controls,~~Among byEV ~~developing~~owners’ ~~more~~concerns ~~efficient~~are ~~ecofriendly~~the ~~designs~~EV bybattery ~~working~~repair ~~with~~and ~~architects,~~replacement ~~engineers~~costs, ~~facility~~range ~~managers~~anxiety, ~~electrical~~environmental responsibilities, ~~contractors~~roadside assistance, and ~~engineers~~the accelerated wear on additional components that EV vehicles experience. ~~OED~~Management ~~specializes~~believes inthat ~~lighting~~the ~~commissioning~~OZOP Plus ~~services~~marketed VSC’s will give “peace of mind” to the EV buyer. On ~~September~~October 2723, 2024, ~~OED~~Ozop ~~signed~~Capital Partners, Inc. entered into an agreement with ~~Leviton Manufacturing~~Empire ~~Co,~~Auto ~~Inc~~Protect (“Empire”). Under the agreement, Empire will white label Royal Administration’s Fully Charged VSC, to ~~serve~~be marketed as aEmpire ~~field~~Plus. ~~service~~OZOP ~~technician~~Plus ~~for~~will ~~their~~be ~~advanced~~ceded ~~lighting~~the ~~control~~battery ~~systems~~premium portion of all of the Empire Plus VSC’s contracted.

~~Automated~~Ozop Engineering ~~Room~~and ~~Controls (ARC)~~Design

~~ARC~~OED was isformed ~~developing~~to ~~products~~become toa bepremier anengineering ~~advanced~~and lighting ~~controls~~ ~~system,~~control ~~intricately~~design ~~engineered~~firm. toOED ~~integrate~~offers ~~sophisticated~~product ~~wired~~ and ~~wireless~~design ~~technologies.~~support Atfor ~~its~~lighting ~~core,~~and itsolar projects ~~employs~~with a ~~hybrid~~focus ~~network topology~~on ~~that~~fast ~~facilitates~~lead ~~both~~times ~~resilient~~and ~~wired~~technical ~~connections~~support. OED and ~~flexible~~our ~~wireless~~partners ~~communications,~~are ~~making~~able itto ~~suitable~~offer ~~for~~the ~~complex~~resources ~~infrastructural environments.~~needed ~~The~~for ~~system~~lighting, solar isand ~~equipped~~electrical ~~with~~design anprojects. ~~array~~OED ofprovides ~~sensors~~its’ ~~and~~customers ~~control~~systems ~~nodes,~~to ~~enabling~~coordinate ~~precise~~the ~~light~~understanding ~~management~~of ~~and~~electrical ~~energy~~ usage ~~monitoring.~~with ~~With~~the ~~support~~relationship ~~for~~between ~~protocols~~lighting ~~such~~design ~~as DALI~~ and ~~Zigbee~~lighting controls, ~~alongside~~by ~~the~~developing ~~capability~~more ~~for~~efficient ~~seamless~~ecofriendly ~~integration~~designs ~~with~~by ~~IoT~~working ~~platforms,~~with ~~ARC offers a~~architects, ~~comprehensive~~engineers, ~~solution~~facility ~~for~~managers, ~~intricate~~electrical ~~lighting~~contractors ~~networks~~and engineers. ~~This~~OED ~~system~~specializes isin ~~designed~~lighting ~~not~~commissioning ~~just~~services. ~~for~~On ~~control~~September 27, ~~and efficiency~~2024, ~~but~~OED ~~also~~signed ~~for~~an ~~adaptability to~~agreement ~~diverse~~with ~~architectural~~Leviton ~~and~~Manufacturing ~~electrical~~Co, ~~layouts~~Inc., ~~embodying~~to serve as a ~~technical~~field ~~solution~~service technician for their advanced, ~~energy-conscious~~ lighting control ~~management~~systems.

~~Sales~~Automated Room ~~and~~Controls ~~marketing~~(ARC)

~~The~~ARC is ~~Company~~developing ~~markets~~products ~~its~~to ~~products~~be ~~through~~an ~~its~~advanced ~~websites as~~lighting ~~well~~controls assystem, ~~attending~~intricately ~~industry-specific~~engineered ~~trade~~to ~~shows~~integrate sophisticated wired and wireless technologies. ~~Additionally~~At its core, ~~OZOP~~it ~~Plus~~employs ~~markets~~a ~~the~~hybrid EVnetwork ~~VSC~~topology inthat ~~conjunction~~facilitates both resilient wired connections and flexible wireless communications, making it suitable for complex infrastructural environments. The system is equipped with ~~Royal~~an ~~Administration~~array of sensors and control ~~Services~~nodes, ~~Inc~~enabling precise light management and energy usage monitoring. ~~(“Royal”)~~With ~~through~~support ~~Royal’s~~for ~~agents~~protocols such as DALI and Zigbee, alongside the capability ~~Company~~for ~~also~~seamless ~~will~~integration ~~begin~~with ~~marketing~~IoT ~~the~~platforms, ~~product~~ARC ~~through~~offers ~~various~~a comprehensive solution for intricate lighting networks. This system ~~third-party~~is ~~websites~~designed ~~and~~not ~~portals~~just for ~~additional~~control ~~direct~~and toefficiency, ~~consumer~~but ~~marketing~~also for adaptability to EVdiverse ~~owners~~architectural and electrical layouts, embodying a technical solution for advanced, energy-conscious lighting management.

~~Competition~~Sales and marketing

WeThe Company ~~compete~~markets ~~with~~its ~~many~~products ~~companies~~through inits ~~the~~websites ~~various application~~as ~~segments~~well ~~including~~as ~~larger~~attending industry-specific trade shows. Additionally, ~~more~~OZOP ~~established~~Plus ~~companies~~markets the EV VSC in conjunction with ~~substantial~~Royal ~~capabilities~~Administration Services, ~~personnel~~Inc. ~~and~~(“Royal”) ~~financial~~through ~~resources.~~Royal’s ~~Many~~agents and the Company ofalso ~~our~~will ~~competitors~~begin ~~have~~marketing athe ~~larger~~product ~~presence~~through invarious ~~global~~third-party ~~markets~~websites and portals for additional direct to consumer marketing to EV owners.

~~Employees~~Competition

AsWe compete ofwith ~~the~~many ~~date~~companies ofin ~~this filing,~~ the ~~Company employs 7 full-time employees. Ozop also has contracts with~~ various ~~independent~~application ~~contractors~~segments ~~and consultants to fulfil additional needs,~~ including ~~accounting,~~ ~~investor relations~~larger, ~~business~~more ~~development,~~established ~~permitting,~~companies ~~and~~with ~~other~~substantial ~~corporate functions~~capabilities, personnel and ~~may~~financial ~~increase~~resources. ~~staff~~Many ~~further~~of asour ~~we expand~~competitors ~~activities~~have ~~and~~a ~~bring~~larger ~~new~~presence ~~projects~~in ~~online~~global markets.

~~Where You Can Find Us~~Employees

~~Our~~As of ~~offices~~the ~~are~~date ~~currently located~~of atthis 55filing, ~~Ronald~~the ~~Reagan~~Company ~~Blvd~~employs 1 full time and 3 part-time employees. Ozop also has contracts with various independent contractors and consultants to fulfil additional needs, ~~Warwick~~including accounting, NYinvestor ~~10990.~~relations, ~~Our~~business ~~telephone~~development, ~~number~~permitting, isand other ~~(877)~~corporate ~~785-6967~~functions, and may increase staff further as we expand activities and bring new projects online.

~~GHS~~Where You ~~Equity~~Can ~~Financing~~Find ~~Agreement and Registration Rights Agreement~~Us

~~Summary~~Our offices ofare ~~the~~currently ~~Offering~~located at 55 Ronald Reagan Blvd., Warwick, NY 10990. Our telephone number is (877) 785-6967.

Shares currently outstanding:		8,450,615,922
Shares being offered:		4,000,000,000
Offering Price per share:		The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices.
Use of Proceeds:		We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholder. However, we will receive proceeds from our initial sale of shares to GHS, pursuant to the Financing Agreement. The proceeds from the initial sale of shares will be used for the purpose of working capital and for potential acquisitions.
OTC Markets Symbol:		OZSC
Risk Factors:		See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

GHS Equity Financing Agreement and Registration Rights Agreement

~~Financial~~ Summary of the Offering

The tables and information below are derived from our consolidated financial statements as of and for the years ended December 31, 2024 and 2023.

Shares currently outstanding:		4,937,860

Shares being offered:		2,000,000

Offering Price per share:		The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices.

Use of Proceeds:		We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholder. However, we will receive proceeds from our initial sale of shares to GHS, pursuant to the Financing Agreement. The proceeds from the initial sale of shares will be used for the purpose of working capital and for potential acquisitions.

OTC Markets Symbol:		OZSC

Risk Factors:		See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

	December 31, 2024			December 31, 2023
Cash	$	797,139		$	1,446,029
Total Assets		1,754,165			3,784,639
Total Liabilities		33,258,143			30,302,826
Total Stockholder’s Deficit	$	(31,503,978	)	$	(26,518,187	)

Financial Summary

~~Statement~~The tables ofand ~~Operations~~information below are derived from our consolidated financial statements for the years ended December 31, 2025, and 2024.

	Year End December 31, 2024			Year End December 31, 2023
	December 31, 2025			December 31, 2024
Revenue	$	1,342,653		$	4,760,705
Cash	$	266,431		$	797,139
Total Operating Expenses		3,619,155			5,644,981
Total Assets		773,542			1,754,165
Net Loss for the Period		(6,198,161	)		(7,369,681	)
Total Liabilities		40,272,295			33,258,143
Net Loss per Share	$	(0.00	)	$	(0.00	)
Total Stockholder’s (Deficit)	$	(39,498,753	)	$	(31,503,978	)

7Statement of Operations

RISK FACTORS

	Year End December 31, 2025			Year End December 31, 2024

Revenue	$	307,421		$	1,342,653
Total Operating Expenses		3,058,483			3,619,155
Net (Loss) for the Year		(8,712,543	)		(6,198,161	)
Net (Loss) per Share	$	(4.44	)	$	(4.88	)

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed, and the value of our stock could go down. This means you could lose all or a part of your investment.7

~~Special Information Regarding Forward-Looking~~RISK ~~Statements~~FACTORS

~~Some~~This investment ofhas ~~the~~a ~~statements~~high indegree ~~this~~of ~~prospectus are “forward-looking statements~~risk.” ~~These~~Before ~~forward-looking~~you ~~statements~~invest ~~involve~~you ~~certain~~should ~~known~~carefully ~~and~~consider ~~unknown~~the risks, ~~uncertainties~~ and ~~other~~ ~~factors~~uncertainties ~~which~~described ~~may~~below ~~cause our actual results, performance or achievements to be materially different from any future results, performance~~and orthe ~~achievements~~other ~~expressed~~information orin ~~implied~~this ~~by these forward-looking statements~~prospectus. ~~These~~If ~~factors~~any ~~include,~~of ~~among others,~~ the ~~factors~~following ~~set~~risks ~~forth~~actually ~~herein under “Risk Factors.” The words “believe~~occur,” ~~“expect,”~~our ~~“anticipate~~business,” ~~“intend,” “plan,”~~operating results and ~~similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking~~financial ~~statements.~~condition Wecould ~~undertake~~be noharmed, ~~obligation to update~~ and ~~revise any forward-looking statements or to publicly announce~~ the ~~result~~value of ~~any~~our ~~revisions to~~stock ~~any~~could ofgo ~~the~~down. ~~forward-looking~~This ~~statements~~means inyou ~~this~~could ~~document~~lose toall ~~reflect any future~~ or ~~developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as~~ a ~~non-reporting~~part ~~issuer. Further, Section 27A(b)(2)(D)~~ of ~~the~~your Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offeringinvestment.

~~Risks~~Special ~~Related~~Information toRegarding ~~Our~~Forward-Looking ~~Business and Industry~~Statements

~~Readers~~Some of ~~should~~the ~~carefully~~statements ~~consider~~in ~~the~~this prospectus are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different ~~uncertainties~~from ~~described~~any ~~below~~future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth herein under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

~~Our~~Risks Related ~~failure~~ to ~~successfully~~Our ~~address~~Business ~~the risks~~ and uncertainties described below would have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure you that we will successfully address these risks or other unknown risks that may affect our business.Industry

~~As an enterprise engaged in the development of~~Readers ~~new technology, our business is inherently risky. Our common shares are considered speculative during the development of our new business operations. Prospective investors~~ should carefully consider the ~~risk~~risks ~~factors~~and ~~set~~uncertainties ~~out~~described below.

~~Business~~Our failure ~~interruptions,~~to ~~including~~successfully ~~any~~address ~~interruptions~~the risks and uncertainties described below would have a material adverse effect on our business, financial ~~resulting~~condition ~~from~~and/or ~~COVID-19~~results of operations, ~~could~~and ~~significantly~~the ~~disrupt~~trading price of our ~~operations~~common stock may decline and ~~could~~investors ~~have~~may alose ~~material~~all ~~adverse~~or ~~impact~~part onof ustheir investment. ifWe ~~the~~cannot ~~situation~~assure ~~continues~~you that we will successfully address these risks or other unknown risks that may affect our business.

~~The~~As an ~~ongoing~~enterprise ~~coronavirus~~engaged ~~outbreak which began~~ in ~~China~~ at the ~~beginning~~development of ~~2020~~new ~~has~~technology, ~~impacted~~our ~~various~~business ~~businesses~~is ~~throughout~~inherently ~~the~~risky. ~~world,~~Our ~~including~~common ~~travel~~shares ~~restrictions~~are ~~and~~considered speculative during the ~~extended~~development ~~shutdown~~ of ~~certain~~our ~~businesses~~new inbusiness ~~impacted geographic regions~~operations. IfProspective ~~the~~investors ~~coronavirus outbreak situation~~ should ~~worsen,~~carefully weconsider ~~may~~the ~~experience~~risk ~~disruptions to~~factors ~~our~~set ~~business~~out ~~including, but not limited to equipment, to our workforce, or to our business relationships with other third parties~~below.

~~The extent to which the coronavirus impacts our~~Business ~~operations or those of our third-party partners will depend on future developments~~interruptions, ~~which are highly uncertain and cannot be predicted with confidence,~~ including ~~the~~any ~~duration~~interruptions ofresulting ~~the~~from ~~outbreak~~COVID-19, ~~new~~could ~~information~~significantly ~~that~~disrupt ~~may~~our ~~emerge~~operations ~~concerning the severity of the coronavirus~~ and ~~the~~ ~~actions to contain the coronavirus or treat its impact, among others. Any such disruptions or losses we incur~~ could have a material adverse ~~effect~~impact on ~~our~~us ~~financial~~if ~~results~~the ~~and~~situation ~~our ability to conduct business as expected~~continues.

~~The Company always maintains the ability for team members to work virtually.~~COVID-19

WeEven ~~need~~after the COVID-19 pandemic has subsided, COVID-19 continues to ~~continue~~cause operational disruptions to businesses due to factors such as asporadic ~~going~~outbreaks, ~~concern~~new ifvariants and subvariants and varying responses by governments and public health authorities. Any future outbreak may adversely affect our ~~business~~operations and financial results. If there is toanother ~~succeed.~~outbreak of COVID-19 or a similar public health threat, it could adversely affect our revenue and results of operations.

~~Our independent registered public accounting firm~~The ~~reports~~Company onalways ~~our~~maintains ~~audited financial statements for~~ the ~~years ended December 31, 2024, and 2023, indicate that there are a number of factors that raise substantial risks about our~~ ability tofor ~~continue~~team asmembers ~~a going concern. Such factors identified in the report are our accumulated deficit since inception, our failure~~ to ~~attain~~work ~~profitable operations, the excess of liabilities over assets, and our dependence upon obtaining adequate additional financing to pay our liabilities~~virtually. ~~If we are not able to continue as a going concern, investors could lose their investments.~~

~~Because of the unique difficulties and uncertainties~~We ~~inherent~~need into ~~technology~~continue ~~development,~~as wea ~~face~~going aconcern ~~risk~~if ofour business ~~failure~~is to succeed.

~~Potential~~Our independent ~~investors~~registered ~~should~~public beaccounting ~~aware~~firm ofreports ~~the~~on ~~difficulties normally~~our ~~encountered~~audited byfinancial ~~companies~~statements ~~developing~~for ~~new~~the ~~technology~~years ~~and~~ended ~~the~~December ~~high~~31, ~~rate~~2025, and of2024, ~~failure~~indicate ofthat ~~such~~there ~~enterprises.~~are ~~The~~a ~~likelihood~~number of ~~success must~~factors bethat ~~considered~~raise insubstantial ~~light~~risks ofabout ~~the~~our ~~problems,~~ability ~~expenses,~~to ~~difficulties,~~continue ~~complications~~as ~~and~~a ~~delays~~going ~~encountered~~concern. Such infactors ~~connection~~identified ~~with~~in the ~~development of~~report ~~new~~are ~~technology~~our ~~with~~accumulated ~~limited~~deficit ~~personnel~~since ~~and~~inception, ~~financial~~our ~~means.~~failure ~~These~~to ~~potential~~attain ~~problems~~profitable ~~include~~operations, ~~but~~the ~~are~~excess of ~~not~~liabilities ~~limited~~over toassets, ~~unanticipated technical~~and ~~problems~~our ~~that~~dependence ~~extend~~upon ~~the~~obtaining ~~time~~adequate ~~and~~additional ~~cost~~financing ofto ~~product~~pay ~~development,~~our orliabilities. ~~unanticipated~~If ~~problems~~we ~~with~~are ~~the~~not ~~operation~~able to ofcontinue ~~our~~as ~~technology~~a going concern, investors could lose their investments.

~~Product~~Because of ~~development~~the ~~involves~~unique ~~significant time~~difficulties and ~~expenses~~uncertainties ~~and~~inherent ~~can~~in betechnology ~~uncertain~~development, we face a risk of business failure.

~~The~~Potential investors ~~development~~should be aware of the difficulties normally encountered by companies developing new technology and ~~products~~the ~~for OES~~high israte ~~costly,~~of ~~complex~~failure of ~~and~~such ~~time-consuming~~enterprises. ~~Any~~The ~~investment~~likelihood ~~into~~of ~~product~~success ~~development~~must ~~often~~be ~~involves~~considered ain ~~long~~light ~~wait~~of ~~until~~the aproblems, ~~return~~expenses, ~~if any~~difficulties, is ~~achieved~~complications onand delays ~~such~~encountered anin ~~investment.~~connection Wewith ~~continue~~the todevelopment ~~make~~of ~~significant~~new ~~investments~~technology inwith ~~research~~limited personnel and ~~development~~financial ~~relating~~means. toThese ~~our~~potential ~~technology~~problems ~~and~~include, ~~products.~~but ~~Investments~~are innot ~~new~~limited ~~technology~~to, unanticipated technical problems that extend the time and ~~processes~~cost ~~are~~of ~~inherently~~product ~~speculative~~development, or unanticipated problems with the operation of our technology.

IfProduct development weinvolves dosignificant ~~not~~time ~~obtain~~and ~~additional~~expenses ~~financing or~~and ~~sufficient~~can ~~revenues,~~be ~~our business will fail~~uncertain.

~~Our business plan calls for significant expenses in connection with developing our OES systems and paying our current obligations.~~ The ~~Company will require additional financing to execute~~ ~~its~~development ~~business~~of ~~plan~~technology ~~through raising additional capital~~ and~~/or~~ ~~revenue.~~products ~~Obtaining~~for ~~additional~~OES ~~financing~~ is ~~subject to a number of factors~~costly, ~~including~~ ~~investor~~complex ~~acceptance of OES technology~~ and ~~current~~time-consuming. ~~financial~~Any ~~condition~~investment asinto ~~well~~product asdevelopment ~~general~~often ~~market~~involves a ~~conditions.~~long ~~These~~wait ~~factors~~until ~~affect the~~a ~~timing~~return, ~~amount, terms or conditions of additional financing unavailable to us. And~~ if ~~additional~~any, ~~financing~~ is ~~not~~achieved ~~arranged,~~on ~~the~~such ~~Company faces~~an ~~the risk of going out of business~~investment. ~~The~~We ~~Company’s~~continue ~~management~~to ismake ~~currently~~significant ~~engaged~~investments in ~~actively~~research ~~pursuing~~and ~~multiple financing options~~development inrelating ~~order~~ to ~~obtain~~our ~~the~~technology ~~capital~~and ~~necessary to execute the Company’s business plan~~products. ~~There~~Investments isin nonew ~~history~~technology ~~upon which to base any assumption as to the likelihood we will prove successful,~~ and weprocesses ~~can provide investors with no assurance that we will achieve profitable operations. If we~~ are ~~unsuccessful~~inherently ~~in addressing these risks, our business will most likely fail~~speculative.

~~Successful~~If we ~~technical~~do ~~development~~not ofobtain ~~our products~~additional ~~does~~financing ~~not~~or ~~guarantee~~sufficient ~~successful~~revenues, ~~commercialization~~our business will fail.

WeOur business ~~may~~plan ~~successfully~~calls ~~complete~~for ~~the~~significant ~~technical~~expenses ~~development for~~in ~~one~~connection orwith ~~all~~developing ofour OES systems and paying our ~~product~~current ~~development~~obligations. ~~programs,~~The ~~but~~Company will ~~still~~require ~~fail~~additional financing to ~~develop~~execute aits ~~commercially~~business ~~successful~~plan ~~product~~through ~~for~~raising additional capital and/or revenue. Obtaining additional financing is subject to a number of ~~reasons~~factors, including ~~among~~investor ~~others~~acceptance of OES technology and current financial condition as well as general market conditions. These factors affect the ~~following:~~timing, amount, terms or conditions of additional financing unavailable to us. And if additional financing is not arranged, the Company faces the risk of going out of business. The Company’s management is currently engaged in actively pursuing multiple financing options in order to obtain the capital necessary to execute the Company’s business plan. There is no history upon which to base any assumption as to the likelihood we will prove successful, and we can provide investors with no assurance that we will achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

●Successful technical ~~competing~~development ~~products; ● ineffective distribution and marketing; ● lack~~ of ~~sufficient cooperation from~~ our ~~partners; and ● demonstrations of the~~ products does not ~~aligning~~guarantee ~~with~~successful ~~or meeting customer needs~~commercialization.

~~Our success in the market for the products we~~We ~~develop will depend largely on our ability to prove our products’ capabilities. Upon demonstration, our products and/or technology~~ may ~~not~~successfully ~~have~~complete the ~~capabilities~~technical ~~they~~development ~~were~~for ~~designed~~one ~~to have~~ or ~~that~~all weof ~~believed~~our ~~they~~product ~~would~~development ~~have. Furthermore~~programs, ~~even~~but ifstill wefail doto ~~successfully demonstrate~~develop ~~our products’ capabilities, potential customers may be more comfortable doing business with~~ a ~~larger, more established,~~commercially ~~more~~successful ~~proven company than us. Moreover, competing products may prevent us from gaining wide market acceptance of our products. Significant revenue from new~~ product ~~investments may not be achieved~~ for a number of ~~years~~reasons, ifincluding atamong ~~all.~~others the following:

If● wecompeting ~~fail~~products; to● ~~protect~~ineffective ~~our~~distribution ~~intellectual~~and ~~property rights,~~marketing; we● ~~could~~lack ~~lose~~of sufficient cooperation from our ~~ability~~partners; toand ~~compete~~● indemonstrations of the ~~market~~products not aligning with or meeting customer needs.

Our ~~intellectual property and proprietary rights~~ ~~are~~success ~~important~~in tothe ~~our~~market ~~ability to remain competitive and~~ for the ~~success of our~~ products ~~and~~we ~~our~~develop ~~business.~~will Wedepend ~~rely~~largely on aour ~~combination~~ability ~~of patent, trademark and trade secret laws as well as confidentiality agreements and procedures, non-compete agreements and other contractual provisions~~ to ~~protect~~prove our ~~intellectual~~products’ ~~property, other proprietary rights and our brand~~capabilities. WeUpon demonstration, ~~have confidentiality agreements in place with~~ our ~~consultants, customers~~products and/or ~~certain~~technology ~~business~~may ~~suppliers~~not ~~and~~have ~~plan~~the tocapabilities ~~require~~they ~~future~~were ~~employees~~designed to ~~enter into confidentiality and non-compete agreements. We~~ have ~~little~~or ~~protection~~that ~~when~~ we ~~must~~believed ~~rely~~they ~~on trade secrets and nondisclosure agreements~~would have. ~~Our intellectual property rights may be challenged~~Furthermore, ~~invalidated~~ oreven ~~circumvented~~if bywe ~~third~~do ~~parties.~~successfully Wedemonstrate ~~may not be able to prevent the unauthorized disclosure or use of~~ our ~~technical~~products’ ~~knowledge or other trade secrets by employees or competitors. Furthermore~~capabilities, ~~our~~potential ~~competitors~~customers may ~~independently~~be ~~develop~~more ~~technologies and products that~~comfortable ~~are~~doing ~~substantially~~business ~~equivalent~~with ora ~~superior~~larger, tomore ~~our technologies and/or products~~established, ~~which~~more ~~could~~proven ~~result~~company inthan ~~decreased revenues~~us. Moreover, ~~the laws~~competing ofproducts ~~foreign countries~~ may ~~not~~prevent ~~protect~~us ~~our~~from ~~intellectual property rights to the same extent as the laws of the U.S. Litigation may be~~gaining ~~necessary~~wide tomarket ~~enforce~~acceptance ~~our intellectual property rights which could result in substantial costs to us and substantial diversion~~ of ~~management attention. If we do not adequately protect~~ our ~~intellectual property, our competitors could use it to enhance their~~ products. ~~Our~~Significant ~~inability to~~revenue ~~adequately~~from ~~protect~~new ~~our~~product ~~intellectual~~investments ~~property~~may ~~rights~~not ~~could~~be ~~adversely~~achieved ~~affect~~for ~~our~~a ~~business~~number ~~and~~of ~~financial condition~~years, ~~and the value of our~~if ~~brand~~at ~~and other intangible assets~~all.

9If we fail to protect our intellectual property rights, we could lose our ability to compete in the market.

~~Other~~Our intellectual ~~companies~~property ~~may~~and ~~claim~~proprietary ~~that~~rights are important to our ability to remain competitive and for the success of our products and our business. We rely on a combination of patent, trademark and trade secret laws as well as confidentiality agreements and procedures, non-compete agreements and other contractual provisions to protect our intellectual property, other proprietary rights and our brand. We have confidentiality agreements in place with our consultants, customers and certain business suppliers and plan to require future employees to enter into confidentiality and non-compete agreements. We have little protection when we ~~infringe~~must rely on trade secrets and ~~their~~nondisclosure agreements. Our intellectual property rights may be challenged, invalidated or circumvented by third parties. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors. Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to our technologies and/or products, which could ~~materially~~result ~~increase~~in decreased revenues. Moreover, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the U.S. Litigation may be necessary to enforce our intellectual property rights which could result in substantial costs to us and ~~harm~~substantial diversion of management attention. If we do not adequately protect our ~~ability~~intellectual property, our competitors could use it to ~~generate~~enhance ~~future~~their ~~revenue~~products. Our inability to adequately protect our intellectual property rights could adversely affect our business and ~~profit~~financial condition, and the value of our brand and other intangible assets.

We do not believe that we infringe the proprietary rights of any third party, but claims of infringement are becoming increasingly common and third parties may assert infringement claims against us. It may be difficult or impossible to identify, prior to receipt of notice from a third party, the trade secrets, patent position or other intellectual property rights of a third party, either in the United States or in foreign jurisdictions. Any such assertion may result in litigation or may require us to obtain a license for the intellectual property rights of third parties. If we are required to obtain licenses to use any third-party technology, we would have to pay royalties, which may significantly reduce any profit on our products. In addition, any such litigation could be expensive and disruptive to our ability to generate revenue or enter into new market opportunities. If any of our products were found to infringe other parties’ proprietary rights and we are unable to come to terms regarding a license with such parties, we may be forced to modify our products to make them non-infringing or to cease production of such products altogether.9

~~The~~Other companies ~~nature~~may ofclaim ~~our~~that ~~business~~we ~~involves~~infringe ~~significant risks~~their ~~and~~intellectual ~~uncertainties~~property, ~~that~~which ~~may~~could ~~not~~materially beincrease ~~covered~~our bycosts ~~insurance~~and orharm ~~indemnity~~our ability to generate future revenue and profit.

We do ~~develop~~not ~~and~~believe ~~sell~~that ~~products~~we ~~where~~infringe ~~insurance~~the ~~or indemnification~~proprietary ~~may~~rights ~~not~~of beany ~~available~~third party, ~~including~~but ~~designing~~claims ~~and~~of ~~developing~~infringement ~~products~~are ~~using~~becoming ~~advanced~~increasingly common and ~~unproven~~third ~~technologies~~parties inmay ~~solar~~assert ~~and electric~~infringement ~~vehicle~~claims ~~charging~~against ~~applications~~us. ~~that~~It ~~are~~may ~~intended~~be todifficult ~~operate~~or inimpossible ato ~~variety~~identify, ofprior ~~situations.~~to ~~Failure~~receipt of ~~certain~~notice from ofa ~~our~~third ~~products~~party, ~~could result~~the intrade ~~loss~~secrets, ofpatent ~~life~~position or ~~property~~other ~~damage.~~intellectual ~~Certain~~property ~~products~~rights ~~may~~of ~~raise~~a ~~questions~~third ~~with~~party, ~~respect~~either toin ~~issues~~the ofUnited ~~privacy rights, civil liberties,~~States ~~intellectual~~or ~~property,~~in ~~trespass,~~foreign ~~conversion~~jurisdictions. ~~and~~Any ~~similar~~such ~~concepts,~~assertion ~~which~~ may ~~raise~~result ~~new~~in ~~legal~~litigation ~~issues.~~or ~~Indemnification~~may torequire ~~cover~~us ~~potential claims~~to orobtain ~~liabilities~~a ~~resulting~~license ~~from~~for athe ~~failure~~intellectual property rights of ~~technologies~~third ~~developed~~parties. orIf ~~deployed~~we ~~may~~are berequired ~~available~~to inobtain ~~certain~~licenses ~~circumstances~~to ~~but~~use ~~not in~~any ~~others.~~third-party Wetechnology, ~~are~~we ~~not~~would ~~able~~have to ~~maintain~~pay ~~insurance~~royalties, towhich may ~~protect~~significantly ~~against~~reduce ~~all~~any ~~operational~~profit ~~risks~~on ~~and~~our ~~uncertainties~~products. ~~Substantial~~In ~~claims resulting from an accident~~addition, ~~failure~~any ofsuch ~~our~~litigation ~~product,~~could orbe ~~liability~~expensive ~~arising~~and ~~from~~disruptive to our ~~products~~ability to ingenerate ~~excess~~revenue ~~of any indemnity~~ or ~~insurance~~enter ~~coverage~~into ~~(or for~~new ~~which~~market ~~indemnity~~opportunities. orIf ~~insurance~~any isof ~~not~~our ~~available~~products orwere ~~was~~found ~~not~~to ~~obtained)~~infringe ~~could~~other ~~harm~~parties’ ~~our~~proprietary rights ~~financial~~and ~~condition,~~we ~~cash~~are ~~flows,~~unable ~~and~~to ~~operating~~come ~~results. Any~~to ~~accident,~~terms ~~even~~regarding ifa ~~fully~~license ~~covered~~with orsuch ~~insured~~parties, ~~could~~we ~~negatively~~may ~~affect~~be ~~our~~forced ~~reputation~~to ~~among~~modify our ~~customers~~products ~~and~~to ~~the public, and~~ make itthem ~~more~~non-infringing ~~difficult~~or ~~for~~to uscease toproduction ~~compete~~of ~~effectively~~such products altogether.

IfThe nature weof ~~are~~our ~~unable~~business toinvolves ~~recruit~~significant risks and ~~retain~~uncertainties ~~key management,~~that ~~technical~~may ~~and~~not ~~sales~~be ~~personnel,~~covered ~~our~~by ~~business~~insurance ~~would~~or ~~be negatively affected~~indemnity.

~~For~~We develop ~~our~~and ~~business~~sell toproducts where insurance or indemnification may not be ~~successful~~available, weincluding ~~need~~designing toand developing products using ~~attract~~advanced and ~~retain~~unproven ~~highly~~technologies ~~qualified~~in ~~technical,~~solar ~~management~~ and ~~sales~~electric ~~personnel.~~vehicle ~~The~~charging ~~failure~~applications that are intended to ~~recruit~~operate ~~additional~~in ~~key~~a ~~personnel~~variety ~~when~~of ~~needed~~situations. ~~with~~Failure ~~specific~~of ~~qualifications~~certain ~~and~~of onour ~~acceptable~~products ~~terms~~could orresult toin ~~retain~~loss ~~good~~of ~~relationships~~life ~~with~~or ~~our~~property ~~partners~~damage. ~~might~~Certain ~~impede~~products ~~our~~may ~~ability~~raise toquestions ~~continue~~with respect to ~~develop~~issues of privacy rights, ~~commercialize~~civil liberties, intellectual property, trespass, conversion and ~~sell~~similar ~~our~~concepts, ~~products~~which may raise new legal issues. ToIndemnification ~~the~~to ~~extent~~cover ~~the~~potential ~~demand~~claims ~~for~~or ~~skilled~~liabilities ~~personnel~~resulting ~~exceeds~~from ~~supply,~~a wefailure ~~could~~of ~~experience~~technologies ~~higher~~developed or deployed may be ~~labor,~~available ~~recruiting~~in ~~and~~certain ~~training~~circumstances ~~costs~~but not in ~~order~~others. We are not able to ~~attract~~maintain ~~and~~insurance ~~retain~~to ~~such~~protect ~~employees~~against all operational risks and uncertainties. WeSubstantial ~~face~~claims ~~competition~~resulting ~~for~~from ~~qualified~~an ~~personnel~~accident, failure of our product, or liability arising from ~~other~~our products in excess ~~companies~~of ~~with~~any ~~significantly~~indemnity ~~more~~or ~~resources~~insurance coverage (or for which indemnity or insurance is not available toor ~~them~~was not obtained) could harm our financial condition, cash flows, and ~~thus~~operating ~~may~~results. ~~not~~Any beaccident, ~~able~~even toif ~~attract~~fully ~~the~~covered ~~level~~or ofinsured, ~~personnel~~could ~~needed~~negatively ~~for~~affect our reputation ~~business~~among our customers and the public, and make it more difficult for us to ~~succeed~~compete effectively.

~~The reduction,~~If ~~elimination,~~we orare ~~expiration~~unable ofto ~~government~~recruit ~~subsidies, economic incentives, tax incentives, renewable energy targets,~~ and ~~other~~retain ~~support~~key ~~for on-grid solar electricity applications~~management, ortechnical ~~other public policies, such as tariffs or other trade remedies imposed on solar cells~~ and ~~modules, could negatively impact demand and/or price levels for our solar modules and systems and limit our growth or lead to a reduction in our net~~ sales orpersonnel, ~~increase~~ our ~~costs,~~business ~~thereby~~would ~~adversely~~be ~~impacting~~negatively ~~our operating results~~affected.

~~Although we believe that~~For ~~solar~~our ~~energy~~business ~~will~~to ~~experience~~be ~~widespread~~successful, ~~adoption~~we inneed ~~those~~to ~~applications~~attract ~~where~~and itretain ~~competes~~highly ~~economically~~qualified ~~with traditional forms of energy without any support programs~~technical, inmanagement ~~certain~~and ~~markets our net~~ sales ~~and~~personnel. ~~profits~~The ~~remain subject~~ failure to ~~variability~~recruit ~~based~~additional onkey ~~the~~personnel ~~availability~~when ~~and size~~needed ofwith ~~government~~specific ~~subsidies~~qualifications and ~~economic~~on ~~incentives.~~acceptable ~~Federal,~~terms ~~state,~~or ~~and~~to ~~local~~retain ~~governmental~~good ~~bodies~~relationships with inour ~~many~~partners ~~states~~might ~~have~~impede ~~provided~~our ~~subsidies in~~ability ~~the~~to ~~form~~continue ofto ~~rebates~~develop, ~~tax~~commercialize ~~incentives,~~ and ~~other~~sell ~~incentives~~our ~~to end users~~products. ~~Many~~To ofthe ~~these~~extent ~~support~~the ~~programs~~demand ~~expire,~~for skilled ~~phase~~personnel ~~out~~exceeds ~~over time~~supply, ~~require~~ ~~renewal~~we bycould ~~the~~experience ~~applicable~~higher ~~authority~~labor, orrecruiting ~~may~~and betraining ~~amended.~~costs Toin ~~the~~order ~~extent~~to ~~these~~attract ~~support~~and ~~programs~~retain ~~are reduced earlier than previously~~such ~~expected~~employees. orWe ~~are~~face ~~changed~~competition ~~retroactively,~~for ~~such~~qualified ~~changes~~personnel ~~could~~from ~~negatively~~other ~~impact~~companies ~~demand~~with ~~and/or~~significantly ~~price~~more ~~levels~~resources ~~for~~available ~~our~~to ~~solar~~them ~~modules~~ and ~~systems,~~thus ~~lead~~may tonot abe ~~reduction~~able into ~~our~~attract ~~net~~the ~~sales,~~level ~~and~~of ~~adversely~~personnel ~~impact~~needed for our ~~operating~~business ~~results~~to succeed.

10The reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, and other support for on-grid solar electricity applications, or other public policies, such as tariffs or other trade remedies imposed on solar cells and modules, could negatively impact demand and/or price levels for our solar modules and systems and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.

~~Several~~Although we ofbelieve ~~our key~~that ~~products~~solar ~~are~~energy ~~either~~will ~~single-sourced~~experience orwidespread ~~sourced~~adoption ~~from~~in athose ~~limited~~applications ~~number~~where it competes economically with traditional forms of ~~suppliers~~energy without any support programs, in certain markets our net sales and ~~their~~profits ~~failure~~remain subject to ~~perform~~variability ~~could~~based ~~cause~~on ~~delays~~the availability and ~~impair~~size ~~our~~of ~~ability~~government tosubsidies ~~deliver~~and ~~solar~~economic ~~modules~~incentives. toFederal, ~~customers~~state, and local governmental bodies in many states have provided subsidies in the ~~required~~form ~~quality~~of ~~and~~rebates, ~~quantities~~tax incentives, and atother aincentives to end users. Many of these support programs expire, phase out over time, require renewal by the applicable authority, or may be amended. To the extent these support programs are reduced earlier than previously expected or are changed retroactively, such changes could negatively impact demand and/or price ~~that~~levels isfor ~~profitable~~our solar modules and systems, lead to usa reduction in our net sales, and adversely impact our operating results.

Our failure to obtain products that meet our quality, quantity, and cost requirements in a timely manner could interrupt or impair our ability to sell our solar modules or increase our product costs. Several of our key products are either single-sourced or sourced from a limited number of suppliers. As a result, the failure of any of our suppliers to perform could disrupt our supply chain and adversely impact our operations.10

WeSeveral of ~~may~~our bekey ~~unable~~products are either single-sourced or sourced from a limited number of suppliers, and their failure to perform could cause delays and impair our ability to ~~profitably~~deliver ~~provide~~solar ~~new~~modules ~~product~~to ~~offerings~~customers orin ~~achieve~~the ~~sufficient~~required ~~market~~quality ~~penetration~~and ~~with~~quantities ~~such~~and ~~offerings~~at a price that is profitable to us.

~~We may expand our portfolio~~Our offailure ~~offerings~~ to ~~include~~obtain ~~solutions~~products that ~~build~~meet ~~upon~~ our ~~core~~quality, ~~competencies~~quantity, ~~but~~and ~~for~~cost ~~which~~requirements wein ~~have~~a ~~not~~timely ~~had~~manner ~~significant~~could ~~historical~~interrupt ~~experience, including~~or ~~variations~~impair in our ~~traditional product offerings or other offerings related to commercial and industrial customers. We cannot~~ability ~~be certain that we will be able~~ to ~~ascertain~~sell ~~and~~our ~~allocate~~solar ~~the~~modules ~~appropriate~~or ~~financial~~increase ~~and~~our ~~human~~product ~~resources necessary to grow these business areas~~costs. WeSeveral ~~could~~of ~~invest~~our ~~capital~~key ~~into~~products ~~growing~~are ~~these~~either ~~businesses~~single-sourced ~~but fail to address market~~ or ~~customer~~sourced ~~needs~~from ora ~~otherwise not experience~~limited anumber ~~satisfactory level~~ of ~~financial return~~suppliers. ~~Also,~~As ina ~~expanding into these areas~~result, ~~we may be competing against companies that previously have not been significant competitors, such as companies that currently have substantially more experience than we do in~~ the ~~residential,~~failure ~~commercial and~~of ~~industrial,~~any orof ~~other~~our ~~targeted~~suppliers ~~offerings. If we are unable~~ to ~~achieve~~perform ~~growth~~could indisrupt ~~these areas,~~ our ~~overall~~supply ~~growth~~chain and ~~financial~~adversely ~~performance~~impact ~~may be limited relative to~~ our ~~competitors and our operating results could be adversely impacted~~operations.

~~Material weaknesses in our internal control~~We ~~over financing reporting~~ may, ~~until~~be ~~remedied,~~unable ~~cause~~to ~~errors~~profitably inprovide ~~our~~new ~~financial~~product ~~statements~~offerings or ~~cause~~achieve ~~our~~sufficient ~~filings~~market penetration with ~~the~~such ~~SEC to not be timely~~offerings.

~~The Company believes that material weaknesses~~We ~~exist~~may inexpand our ~~internal~~portfolio ~~control over financial reporting as~~ of ~~December~~offerings ~~31,~~to ~~2024,~~include ~~including~~solutions ~~those~~that ~~related~~build toupon ~~(i)~~ our ~~internal~~core ~~audit~~competencies ~~functions and~~but ~~(ii)~~for awhich ~~lack~~we ofhave ~~segregation~~not ofhad ~~duties~~significant historical ~~within~~experience, ~~accounting~~including ~~functions.~~variations Ifin our ~~internal~~traditional ~~control~~product ~~over~~offerings ~~financial reporting~~ or ~~disclosure~~other ~~controls and~~offerings ~~procedures~~related ~~are~~to ~~not~~commercial ~~effective,~~and ~~there~~industrial customers. ~~may~~We cannot be ~~errors~~certain inthat ~~our~~we ~~financial~~will ~~statements~~be ~~that~~able ~~could~~to ~~require~~ascertain aand ~~restatement~~allocate orthe ~~our~~appropriate ~~filings~~financial ~~may not~~and behuman ~~timely~~resources ~~made~~necessary to ~~with~~grow ~~the~~these ~~SEC~~business areas. We ~~intend~~could toinvest ~~implement~~capital ~~additional~~into ~~corporate~~growing ~~governance~~these ~~and~~businesses ~~control~~but ~~measures~~fail to ~~strengthen~~address ~~our~~market ~~control environment~~or ascustomer weneeds ~~are~~or ~~able,~~otherwise not ~~but~~experience wea ~~may~~satisfactory ~~not~~level ~~achieve~~of ~~our~~financial ~~desired objectives~~return. ~~Moreover~~Also, noin ~~control~~expanding ~~environment~~into these areas, nowe ~~matter~~may ~~how~~be ~~well~~competing ~~designed~~against companies that ~~and~~previously ~~operated,~~have ~~can~~not ~~prevent~~been orsignificant ~~detect~~competitors, ~~all~~such ~~errors~~as orcompanies ~~fraud.~~that Wecurrently ~~may~~have ~~identify~~substantially ~~material~~more ~~weaknesses~~experience ~~and~~than ~~control~~we ~~deficiencies~~do in ~~our internal~~the ~~control~~residential, ~~over~~commercial ~~financial~~and ~~reporting~~industrial, inor ~~the~~other ~~future~~targeted ~~that~~offerings. ~~may~~If ~~require~~we ~~remediation~~are ~~and~~unable ~~could~~to ~~lead~~achieve ~~investors~~growth ~~losing~~in ~~confidence~~these inareas, our ~~reported~~overall growth and financial ~~information,~~performance ~~which~~may ~~could~~be ~~lead~~limited relative to aour ~~decline~~competitors inand our ~~stock~~operating ~~price~~results could be adversely impacted.

WeMaterial weaknesses ~~cannot~~in ~~guarantee~~our ~~continued~~internal ~~sales~~control ofover financing reporting may, until remedied, cause errors in our ~~products~~ financial statements or ~~services~~cause our filings with the SEC to not be timely.

WeThe Company ~~cannot~~believes ~~provide~~that ~~any~~material ~~assurance~~weaknesses ~~that~~exist in our ~~products~~internal control over financial reporting as of December 31, 2025, including those related to (i) our internal audit functions and ~~services~~(ii) ~~will~~a ~~sell~~lack of segregation of duties within accounting functions. If our internal control over financial reporting or ~~continue~~disclosure tocontrols ~~sell~~and atprocedures ~~rates~~are ~~they~~not ~~have~~effective, ~~historically~~there may be errors in our financial statements that could require a restatement or our filings may not be timely made with the SEC. ~~Our~~We ~~products~~intend to implement additional corporate governance and ~~services~~control measures to strengthen our control environment as we are able, but we may ~~become~~not ~~less~~achieve ~~attractive~~our ~~compared~~desired objectives. Moreover, no tocontrol ~~competing~~environment, ~~products~~no matter how well designed and ~~services~~operated, can prevent or detect all errors or fraud. We may identify material weaknesses and control deficiencies in our ~~business~~internal ~~would~~control beover ~~harmed~~financial reporting in the future that may require remediation and could lead investors losing confidence in our reported financial information, which could lead to a decline in our stock price.

We cannot ~~may~~guarantee becontinued ~~unable~~sales toof ~~effectively implement~~ our ~~business~~products ~~model~~or ~~and expand~~services.

~~Our business model and growth and marketing strategy~~We iscannot ~~predicated~~provide onany ~~its~~assurance ~~ability~~that ~~to introduce~~ our products and services towill ~~the~~sell ~~market.~~or Wecontinue ~~cannot~~to ~~assure~~sell ~~that~~at werates ~~will~~they behave ~~able~~historically. toOur ~~execute our business plan, introducing our~~ products and services ~~into~~may ~~new~~become ~~markets,~~less ~~that~~attractive ~~customers will embrace our products~~ compared to competing ~~products~~ ~~and services already well established in those markets, that any of the target markets will adopt our~~ products and services, or ~~that prospective customers will agree to pay the prices for our products~~ and ~~services in those new markets we plan to charge. In the event prospective customers resist~~ our ~~products and services and paying the prices we will charge, the Company’s~~ business, ~~financial condition,~~would ~~and results of operations will~~ be ~~materially and adversely affected~~harmed.

11We may be unable to effectively implement our business model and expand.

Our business model and growth and marketing strategy is predicated on its ability to introduce our products and services to the market. We cannot ~~may~~assure ~~incur~~that ~~significant~~we ~~debt~~will be able to ~~finance~~execute our business plan, introducing our products and services into new markets, that customers will embrace our products compared to competing products and services already well established in those markets, that any of the target markets will adopt our products and services, or that prospective customers will agree to pay the prices for our products and services in those new markets we plan to charge. In the event prospective customers resist our products and services and paying the prices we will charge, the Company’s business, financial condition, and results of operations will be materially and adversely affected.

There is no assurance that the Company will not incur debt in the future, that it will have sufficient funds to repay its indebtedness, or that the Company will not default on its debt, jeopardizing its business viability. Furthermore, the Company may not be able to borrow or raise additional capital in the future to meet the Company’s needs or to otherwise provide the capital necessary to conduct its business.11

~~The Company has not established consistent~~We ~~methods~~may ~~for~~incur ~~determining~~significant ~~the~~debt ~~consideration~~to ~~paid~~finance toour ~~management~~operations.

~~The~~There is ~~consideration~~no ~~being~~assurance ~~paid~~that by the Company ~~to its~~will ~~CEO,~~not ~~Mr.~~incur ~~Conway,~~debt ~~has~~in ~~not~~the ~~been~~future, ~~determined~~that ~~based~~it onwill ~~arm’s~~have ~~length~~sufficient ~~negotiation.~~funds ~~While~~to ~~management~~repay ~~believes~~its ~~that~~indebtedness, ~~Mr. Conway’s~~or ~~current~~that ~~compensation~~the ~~arrangement~~Company iswill ~~fair~~not ~~for~~default ~~the~~on ~~work~~its ~~being performed~~debt, ~~there~~jeopardizing isits nobusiness ~~assurance~~viability. ~~that~~Furthermore, the ~~consideration~~Company tomay ~~management~~not ~~reflects the~~be ~~true~~able ~~market~~to ~~value~~borrow or ofraise ~~his~~additional ~~services.~~capital ~~Additionally,~~ in the future, to meet the Company’s ~~may~~needs ~~grant~~or ~~net profits interests~~ to ~~its~~otherwise ~~executive~~provide ~~officers in~~the ~~addition~~capital necessary to ~~stock~~conduct its ~~options, which may further dilute shareholders’ ownership of the Company~~business.

~~There~~The Company ishas nonot ~~guarantee~~established ~~that~~consistent ~~the~~methods ~~Company~~for ~~will pay~~determining ~~dividends~~the toconsideration ~~its~~paid ~~shareholders~~to management.

The ~~Company does not anticipate declaring and~~ ~~paying~~consideration ~~dividends~~being topaid ~~its~~by ~~shareholders in~~ the ~~near future. It is the~~ Company’s ~~current intention~~ to ~~apply~~its ~~net earnings~~CEO, ifMr. ~~any~~Conway, ~~in the~~has ~~foreseeable~~not ~~future~~been todetermined ~~increasing~~based ~~its~~on ~~capital~~arm’s ~~base~~length ~~and marketing~~negotiation. ~~Prospective~~While management ~~investors~~believes ~~seeking~~that orMr. ~~needing~~Conway’s ~~dividend~~current ~~income~~compensation orarrangement ~~liquidity should~~is ~~therefore~~fair ~~not~~for ~~purchase~~ the ~~Shares.~~work ~~There~~being ~~can~~performed, bethere is no assurance that the ~~Company~~consideration ~~will~~to ~~ever~~management ~~have~~reflects ~~sufficient~~the ~~earnings~~true tomarket ~~declare~~value ~~and pay~~of ~~dividends~~his toservices. ~~the~~Additionally, ~~holders~~in ofthe future, the Company’s ~~Common~~may ~~Stock,~~grant net ~~and~~profits ininterests ~~any~~to ~~event,~~its aexecutive ~~decision~~officers toin ~~declare~~addition ~~and~~to ~~pay~~stock ~~dividends~~options, iswhich atmay ~~the sole~~further ~~discretion~~dilute shareholders’ ownership of the Company~~’s Board of Directors~~.

~~Management~~There is ~~cannot~~no guarantee that ~~its relationship with~~ the Company ~~does~~will ~~not~~pay ~~create~~dividends ~~conflicts~~to ofits ~~interest~~shareholders.

The Company ~~relationship~~does ofnot ~~management~~anticipate declaring and paying dividends to its ~~affiliates~~shareholders in the near future. It is the Company’s current intention to apply net earnings, if any, in the ~~Company~~foreseeable ~~could~~future ~~create~~to ~~conflicts~~increasing ofits ~~interest~~capital base and marketing. ~~While~~Prospective ~~management~~investors seeking ~~has~~or aneeding ~~fiduciary~~dividend ~~duty~~income toor liquidity should therefore not purchase the ~~Company,~~Shares. itThere ~~also~~can ~~determines~~be ~~its~~no ~~compensation from~~assurance that the Company. will ~~Management’s~~ever ~~compensation~~have ~~from~~sufficient earnings to declare and pay dividends to the holders of the Company’s ~~has~~Common ~~not~~Stock, ~~been~~and ~~determined~~in ~~pursuant~~any event, a decision to ~~arm~~declare and pay dividends is at the sole discretion of the Company’s~~-length~~ ~~negotiation~~Board of Directors.

~~The~~Management cannot ~~Company~~guarantee ~~may~~that ~~sustain~~its ~~losses~~relationship ~~that~~with ~~cannot be~~the ~~recovered~~Company ~~through~~does ~~insurance~~not orcreate ~~other~~conflicts ~~preventative~~of ~~measures~~interest.

~~There is no assurance that the Company will not~~The ~~incur~~relationship ~~uninsured~~of ~~liabilities~~management and ~~losses~~its asaffiliates ato ~~result~~the ofCompany ~~the~~could ~~conduct~~create conflicts of ~~its business~~interest. ~~The~~While ~~Company~~management ~~plans~~has toa ~~maintain~~fiduciary ~~comprehensive liability~~duty ~~and~~to ~~property~~the ~~insurance at customary levels. The~~ Company, ~~will~~it also ~~evaluate~~determines ~~the~~its ~~availability~~compensation ~~and~~from ~~cost~~the ~~of business interruption insurance~~Company. ~~However,~~ ~~should~~Management’s ~~uninsured~~compensation ~~losses~~from ~~occur,~~ the ~~Shareholders~~Company ~~could~~has ~~lose~~not ~~their~~been ~~invested~~determined pursuant ~~capital~~to arm’s-length negotiation.

WeThe Company may besustain ~~subject~~losses tothat ~~liabilities~~cannot ~~that~~be ~~are not~~recovered ~~readily~~through ~~identifiable~~insurance ator ~~this~~other ~~time~~preventative measures.

~~The~~There is ~~Company~~no ~~may~~assurance ~~have~~that ~~liabilities~~the toCompany ~~affiliated or~~will ~~unaffiliated~~not ~~lenders.~~incur ~~These~~uninsured liabilities ~~would~~and ~~represent~~losses ~~fixed~~as ~~costs~~a weresult ~~would be required to pay, regardless~~ of the ~~level~~conduct of ~~business or~~its ~~profitability experienced by the Company~~business. ~~There~~The ~~is no assurance that the~~ Company plans ~~will~~to bemaintain ~~able~~comprehensive toliability ~~pay~~and ~~all~~property ofinsurance ~~its~~at ~~liabilities~~customary levels. ~~Furthermore, the~~The Company iswill ~~always~~also ~~subject~~evaluate to the ~~risk~~availability and cost of ~~litigation~~business ~~from~~interruption ~~customers, suppliers, employees, and others~~insurance. ~~Litigation can cause the Company to incur substantial expenses and~~However, ifshould ~~cases~~uninsured ~~are~~losses ~~lost~~occur, ~~judgments~~the ~~and~~Shareholders ~~awards~~could ~~can~~lose ~~add~~their toinvested ~~the Company’s costs~~capital.

InWe may ~~the~~be ~~course~~subject ofto ~~business,~~liabilities ~~the~~that ~~Company~~are ~~may incur~~not ~~expenses~~readily ~~beyond~~identifiable ~~what~~at ~~was~~this ~~anticipated~~time.

~~Unanticipated~~The Company ~~costs~~ may ~~force~~have ~~the~~liabilities ~~Company~~ to ~~obtain additional~~affiliated ~~capital~~ or ~~financing~~unaffiliated ~~from~~lenders. ~~other~~These ~~sources~~liabilities orwould ~~may~~represent ~~cause~~fixed ~~the~~costs ~~Company~~we towould ~~lose~~be ~~its~~required to ~~entire~~pay, ~~investment~~regardless inof the ~~Company~~level ifof itbusiness isor ~~unable to~~profitability ~~obtain~~experienced by the ~~additional funds necessary to implement its business plan~~Company. There is no assurance that the Company will be able to ~~obtain sufficient~~pay ~~capital~~all toof ~~implement~~ its ~~business plan successfully~~liabilities. IfFurthermore, athe ~~greater~~Company ~~investment~~ is ~~required~~always insubject to the ~~business~~risk ~~because~~ of ~~cost~~litigation ~~overruns~~from customers, suppliers, employees, and others. Litigation can cause the ~~probability~~Company ofto ~~earning~~incur asubstantial ~~profit~~expenses orand, aif ~~return~~cases ofare ~~shareholder~~lost, ~~investment~~judgments inand awards can add to the Company’s ~~is diminished~~costs.

12In the course of business, the Company may incur expenses beyond what was anticipated.

~~The~~Unanticipated costs may force the Company ~~will~~to ~~rely~~obtain onadditional ~~management~~capital or financing from other sources or may cause the Company to ~~execute~~lose its entire investment in the Company if it is unable to obtain the additional funds necessary to implement its business plan. ~~and~~There ~~manage~~is no assurance that the Company’s ~~affairs~~will be able to obtain sufficient capital to implement its business plan successfully. If a greater investment is required in the business because of cost overruns, the probability of earning a profit or a return of shareholder investment in the Company is diminished.

Under applicable state corporate law and the Bylaws of the Company, the officers and directors of the Company have the power and authority to manage all aspects of the Company’s business. Shareholders must be willing to entrust all aspects of the Company’s business to its directors and executive officers.12

~~There~~The Company iswill norely ~~assurance~~on ~~the~~management ~~Company~~to ~~will~~execute ~~always have~~the ~~adequate~~business ~~capital~~plan toand ~~conduct~~manage ~~its~~the ~~business~~Company’s affairs.

~~The~~Under applicable ~~Company~~state ~~will~~corporate ~~have~~law ~~limited~~and ~~capital~~the ~~available to~~Bylaws ~~it.~~of If the Company’s, ~~entire~~the ~~original~~officers ~~capital is fully expended~~ and ~~additional~~directors ~~costs~~of ~~cannot~~the beCompany ~~funded~~have ~~from~~the ~~borrowings~~power orand ~~capital~~authority ~~from~~to ~~other~~manage ~~sources,~~all ~~then~~aspects of the Company’s ~~financial~~business. ~~condition,~~Shareholders ~~results~~must be willing to entrust all aspects of ~~operations~~the ~~and~~Company’s business to ~~performance~~its ~~would~~directors beand ~~materially~~executive ~~adversely affected~~officers.

~~The~~There is no assurance the Company iswill ~~required~~always have adequate capital to ~~indemnify~~conduct its ~~directors~~ ~~and officers~~business.

The Company’s ~~Bylaws~~will ~~provide~~have ~~that~~limited ~~the~~capital ~~Company will~~available ~~indemnify~~to ~~its~~it. ~~officers~~If ~~and~~the ~~directors~~Company’s toentire ~~the~~original ~~maximum~~capital ~~extent~~is ~~permitted~~fully byexpended ~~Nevada~~and ~~law.~~additional Ifcosts cannot ~~the~~be ~~Company~~funded ~~were~~from ~~called~~borrowings ~~upon~~or tocapital ~~indemnify an~~from ~~officer~~other ~~or director~~sources, then the ~~portion~~Company’s offinancial ~~its~~condition, ~~assets~~results ~~expended~~of ~~for~~operations ~~such~~and business aperformance ~~purpose~~ would ~~reduce~~be ~~the~~materially ~~amount~~adversely ~~otherwise available for the Company’s business~~affected.

~~We may encounter difficulties managing any~~The ~~growth,~~Company ~~and~~is ifrequired ~~we are unable~~ to doindemnify ~~so,~~its ~~our~~directors ~~business, financial condition~~ and ~~results of operations may be adversely affected~~officers.

IfThe Company’s weBylaws ~~are~~provide ~~able~~that tothe ~~successfully~~Company ~~launch~~will ~~our~~indemnify ~~apps and~~its ~~websites,~~officers asand ~~our~~directors ~~operations~~to ~~grow,~~ the ~~simultaneous~~maximum ~~management~~extent ofpermitted ~~development,~~by ~~production~~Nevada ~~and~~law. If ~~commercialization~~the ~~across~~Company ~~our~~were ~~target~~called ~~markets will~~upon ~~become~~to ~~increasingly~~indemnify ~~complex~~an ~~and~~officer ~~may~~or ~~result~~director, inthen ~~less-than-optimal~~the ~~allocation~~portion of ~~management~~its ~~and~~assets ~~other~~expended ~~administrative~~for ~~resources,~~such ~~increase~~a purpose would ~~our~~reduce ~~operating~~the ~~expenses~~amount ~~and~~otherwise ~~harm~~available ~~our~~for ~~operating~~the ~~results~~Company’s business.

~~Our~~We may ~~ability~~encounter todifficulties ~~effectively~~managing ~~manage~~any ~~our operations,~~ growth, and ~~various~~if ~~projects~~we ~~across~~are ~~our~~unable ~~target markets will require us~~ to ~~make~~do ~~additional~~so, ~~investments in~~ our ~~infrastructure to continue to improve our operational~~business, financial ~~and~~condition ~~management controls~~ and ~~our~~results ~~reporting systems and procedures and to attract and retain sufficient numbers~~ of ~~talented employees, which we~~ operations may be ~~unable~~adversely ~~to do effectively~~affected. ~~We may be unable to successfully manage our expenses in the future, which may negatively impact our gross margins or operating margins in any particular quarter.~~

~~Risks~~If ~~Related~~we are able to ~~Our~~successfully ~~Intellectual~~launch ~~Property~~our apps and websites, as our operations grow, the simultaneous management of development, production and commercialization across our target markets will become increasingly complex and may result in less-than-optimal allocation of management and other administrative resources, increase our operating expenses and harm our operating results.

WeOur ability ~~may~~to ~~become~~effectively ~~involved~~manage our operations, growth and various projects across our target markets will require us to make additional investments in ~~intellectual~~our ~~property~~infrastructure to continue to improve our operational, financial and management controls and our reporting systems ~~disputes~~and procedures and to attract and retain sufficient numbers of talented employees, which we may ~~disrupt~~be ~~our~~unable ~~business~~to ~~and~~do ~~require~~effectively. usWe may be unable to ~~pay~~successfully ~~significant~~manage ~~damage~~our ~~awards~~expenses in the future, which may negatively impact our gross margins or operating margins in any particular quarter.

~~Third parties may sue us for intellectual property~~Risks ~~infringement,~~Related ~~which, if successful, could disrupt our business, cause us~~ to ~~pay~~Our ~~significant~~Intellectual damage awards or require us to pay licensing fees. We may also be required to pay penalties, judgments, royalties or significant settlement costs. If we fail or are unable to develop non-infringing technology our business could suffer.Property

~~Third~~We may ~~parties~~become ~~may~~involved ~~misappropriate~~in ~~our~~intellectual ~~proprietary technologies,~~property ~~information~~disputes, orwhich ~~trade~~may ~~secrets~~disrupt ~~despite~~our abusiness ~~contractual~~and ~~obligation~~require ~~not~~us to dopay sosignificant damage awards.

Third parties ~~(including~~may ~~joint~~sue ~~venture,~~us ~~collaboration, development~~for ~~partners,~~intellectual ~~contract~~property ~~manufacturers~~infringement, ~~and~~which, ~~other~~if ~~contractors~~successful, ~~and~~could ~~shipping~~disrupt ~~agents)~~our ~~may~~business, ~~have~~cause ~~custody~~us orto ~~control~~pay ~~of any proprietary~~significant ~~processes~~damage ~~and~~awards ~~technologies~~or ~~developed~~require by us. Ifto ~~proprietary~~pay ~~technologies~~licensing ~~developed~~fees. byWe usmay ~~were~~also ~~stolen or misappropriated, they could~~ be ~~used~~ byrequired ~~other parties who may be able~~ to ~~use~~pay ~~the~~penalties, ~~technologies~~judgments, ~~for~~royalties ~~their~~or ~~own~~significant ~~commercial gain~~settlement costs. InIf ~~the~~we ~~event~~fail ~~that~~or ~~any proprietary technologies~~ are ~~developed~~unable ~~and then misappropriated, it could be difficult for us~~ to ~~challenge~~develop ~~the~~non-infringing ~~misappropriation~~technology orour ~~prevent~~business ~~reverse~~could ~~engineering, especially in countries with limited legal and intellectual property protection~~suffer.

13Third parties may misappropriate our proprietary technologies, information, or trade secrets despite a contractual obligation not to do so.

~~Risks~~Third ~~Relating~~parties (including joint venture, collaboration, development partners, contract manufacturers, and other contractors and shipping agents) may have custody or control of any proprietary processes and technologies developed by us. If proprietary technologies developed by us were stolen or misappropriated, they could be used by other parties who may be able to ~~Our~~use ~~Common~~the ~~Stock~~technologies for their own commercial gain. In the event that any proprietary technologies are developed and then misappropriated, it could be difficult for us to challenge the misappropriation or prevent reverse engineering, especially in countries with limited legal and intellectual property protection.

~~An investment in our securities is extremely speculative, and there can be no assurance of any return on the investment.~~13

~~An investment in our securities is extremely speculative,~~Risks ~~and~~Relating ~~there is no assurance that investors will obtain any return on their investment. Investors will be subject~~ to ~~substantial~~Our ~~risks,~~Common including the risk of losing their entire investment in our securities. For example, the market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market and other factors, many of which we have little or no control over. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.Stock

~~Because the Company is a “smaller~~An ~~reporting~~investment ~~company,” we may take advantage of certain scaled disclosures available to us, resulting~~ in ~~holders of~~ our securities ~~receiving~~ ~~less~~is ~~Company~~extremely ~~information~~speculative, ~~than~~and ~~they~~there ~~would~~can ~~receive~~be ~~from~~no aassurance ~~public~~of ~~company~~any ~~that~~return ison ~~not~~the ~~a smaller reporting company~~investment.

~~We are a “smaller reporting company”~~An asinvestment ~~defined~~ in ~~the~~our ~~Exchange~~securities ~~Act.~~is Asextremely aspeculative, ~~smaller~~and ~~reporting~~there ~~company,~~is weno ~~may~~assurance ~~take~~that ~~advantage~~investors ofwill ~~certain~~obtain ofany ~~the~~return ~~scaled~~on ~~disclosures~~their ~~available to~~investment. ~~smaller~~Investors ~~reporting companies and~~ will be ~~able~~subject to ~~take~~substantial ~~advantage~~risks, ofincluding ~~these~~the ~~scaled~~risk ~~disclosures~~of ~~for~~losing sotheir ~~long~~entire asinvestment ~~(i)~~in our ~~voting~~securities. ~~and~~For ~~non-voting~~example, ~~common stock held by non-affiliates is less than $250 million measured on~~ the ~~last~~market ~~business~~price ~~day~~ of our ~~second~~common ~~fiscal~~stock ~~quarter, or (ii) our annual revenue~~ is ~~less~~subject ~~than~~to ~~$100~~significant ~~million~~fluctuations ~~during~~in ~~the~~response ~~most~~to ~~recently~~variations ~~completed~~in ~~fiscal year and~~ our ~~voting~~quarterly ~~and~~operating ~~non-voting common stock~~results, ~~held~~general bytrends ~~non-affiliates~~in isthe ~~less~~market ~~than~~and ~~$700~~other ~~million~~factors, ~~measured~~many onof ~~the~~which ~~last~~we ~~business~~have ~~day~~little ofor ~~our~~no ~~second~~control ~~fiscal quarter~~over. ToIn ~~the~~addition, ~~extent~~broad wemarket ~~take~~fluctuations, ~~advantage~~as ofwell ~~any~~as ~~reduced~~general ~~disclosure obligations~~economic, itbusiness ~~may~~and ~~make~~political itconditions, ~~harder~~may ~~for~~adversely ~~investors~~affect ~~to analyze~~ the ~~Company’s~~market ~~results~~for ofour ~~operations and~~common ~~financial~~stock, ~~prospectus~~regardless inof ~~comparison~~our actual ~~with~~or ~~other~~projected ~~public companies~~performance.

ToBecause the ~~fund~~Company ~~its~~is ~~operations,~~a ~~the~~“smaller ~~Company~~reporting company,” we may ~~conduct~~ ~~further~~take ~~offerings~~advantage inof ~~the~~certain ~~future~~scaled disclosures available to us, resulting in ~~which~~holders ~~case~~of our ~~common~~securities ~~stock~~receiving ~~will~~less beCompany ~~diluted~~information than they would receive from a public company that is not a smaller reporting company.

ToWe are ~~fund~~a ~~its~~“smaller ~~business~~reporting ~~operations,~~company” ~~the~~as ~~Company~~defined ~~anticipates continuing~~in tothe ~~rely~~Exchange onAct. ~~sales~~As ofa ~~its~~smaller ~~securities~~reporting company, ~~which~~we may ~~include~~take ~~common~~advantage ~~stock,~~of certain ~~preferred~~of ~~stock,~~the ~~convertible~~scaled ~~debt~~disclosures ~~and/or~~available ~~warrants~~to ~~convertible or~~smaller ~~exercisable~~reporting ~~into~~companies ~~shares~~and ofwill ~~common~~be ~~stock.~~able ~~Common~~to ~~stock~~take ~~may~~advantage beof ~~issued~~these inscaled ~~return~~ disclosures for ~~additional~~so ~~funds~~long oras ~~upon~~(i) ~~conversion~~our orvoting ~~exercise~~and ~~of outstanding~~non-voting ~~convertible~~common ~~debentures~~stock orheld ~~warrants.~~by Ifnon-affiliates ~~additional common stock~~ is ~~issued,~~less ~~the~~than ~~price~~$250 ~~per~~million ~~share~~measured ofon the ~~common~~last ~~stock could be~~business ~~lower~~day ~~than~~of ~~the~~our ~~price~~second ~~paid~~fiscal byquarter, ~~existing~~or ~~holders~~(ii) ofour ~~common~~annual ~~stock,~~revenue ~~and~~is ~~the~~less ~~percentage~~than ~~interest~~$100 inmillion during the ~~Company~~most ofrecently ~~those~~completed ~~shareholders~~fiscal ~~will be~~year ~~lower.~~and ~~This~~our ~~result~~voting isand ~~referred~~non-voting tocommon asstock ~~“dilution,”~~held ~~which~~by ~~could~~non-affiliates ~~result~~is inless athan ~~reduction~~$700 inmillion ~~the~~measured ~~per~~on ~~share~~the ~~value~~last ofbusiness ~~your~~day ~~shares~~ of our ~~common~~second ~~stock~~fiscal quarter. ~~The~~To ~~Company’s~~the ~~failure~~extent orwe ~~inability~~take toadvantage ~~raise~~of ~~capital~~any ~~when~~reduced ~~needed~~disclosure orobligations, onit ~~terms~~may ~~acceptable~~make toit ~~the~~harder ~~Company~~for ~~and~~investors ~~our shareholders~~to ~~could~~analyze ~~have a material adverse effect on~~ the Company’s ~~business, financial condition and~~ results of operations and ~~would~~financial ~~also~~prospectus ~~have a~~in ~~negative~~comparison ~~adverse~~with ~~effect~~other onpublic ~~the price of our common stock~~companies.

~~The~~To fund its operations, the Company may ~~utilize~~conduct ~~debt~~further ~~financing~~offerings ~~to fund~~in ~~its~~the ~~operations~~future, in which case our common stock will be diluted.

IfTo fund its business operations, the Company ~~undertakes~~anticipates ~~debt~~continuing ~~financing~~ to ~~fund~~ rely on sales of its ~~operations~~securities, ~~the~~which ~~financing~~may include common stock, preferred stock, convertible debt and/or warrants convertible or exercisable into shares of common stock. Common stock may ~~involve~~be ~~significant~~issued in ~~restrictive~~return ~~covenants~~for additional funds or upon conversion or exercise of outstanding convertible debentures or warrants. InIf ~~addition~~additional common stock is issued, ~~there~~the ~~can~~price per share of the common stock could be nolower ~~assurance~~than ~~that~~the ~~such~~price ~~financing~~paid by existing holders of common stock, and the percentage interest in the Company of those shareholders will be ~~available~~lower. onThis ~~terms~~result ~~satisfactory~~is referred to ~~the~~as ~~Company~~“dilution,” ifwhich could atresult ~~all~~in a reduction in the per share value of your shares of common stock. The Company’s failure or inability to ~~obtain~~raise capital ~~financing~~ when needed or on terms acceptable to the Company and our shareholders could have a material adverse effect on the Company’s business, financial condition and results of operations and would also have a negative adverse effect on the price of our common stock.

The Company ~~trading~~may ~~price~~utilize ofdebt ~~our~~financing ~~common~~to ~~stock~~fund ~~may fluctuate~~its ~~significantly~~operations.

~~Volatility~~If the inCompany undertakes debt financing to fund its operations, the ~~trading~~financing ~~price~~may ofinvolve ~~shares~~significant ofrestrictive ~~our~~covenants. In addition, ~~common~~there ~~stock~~can ~~may~~be ~~prevent~~no ~~shareholders~~assurance ~~from~~that ~~being~~such ~~able~~financing towill ~~sell~~be ~~shares~~available ofon ~~common~~terms ~~stock~~satisfactory to the Company, if at ~~prices~~all. ~~equal~~The Company’s failure or inability to obtain financing when needed or ~~greater~~on ~~than~~terms ~~their~~acceptable ~~purchase~~to the Company and our shareholders could have a material ~~price.~~adverse ~~The~~effect ~~trading~~on ~~price~~the Company’s business, financial condition and results of ~~our~~operations ~~common~~and ~~stock~~would ~~could~~also ~~fluctuate~~have ~~significantly~~a ~~for~~negative ~~various~~adverse effect ~~reasons,~~on ~~including:~~the price of our common stock.

●The trading ~~our~~price ~~operating and financial performance and prospects; ● our quarterly or annual earning or those~~ of ~~other companies in the same industry; ● sales of~~ our common stock bymay ~~management~~fluctuate of the Company; ● public reaction to our press releases, public announcements and filing with the SEC; ● changes in earnings estimates or recommendations by research analysts who track the Company’s common stock or the stock of other companies in the same industry; ● strategic actions by us or our competitors; ● new laws or regulations or new interpretations of existing laws or regulations applicable to our business;significantly.

14Volatility in the trading price of shares of our common stock may prevent shareholders from being able to sell shares of common stock at prices equal to or greater than their purchase price. The trading price of our common stock could fluctuate significantly for various reasons, including:

● ~~changes~~our inoperating ~~accounting~~and ~~standards,~~financial ~~policies,~~performance ~~guidance,~~and ~~interpretations~~prospects; ● our quarterly or ~~principles;~~annual ~~and~~earning ●or ~~changes~~those of other companies in ~~general~~the ~~economic~~same ~~conditions~~industry; in● sales of our common stock by management of the ~~U.S.~~Company; ~~and~~● inpublic ~~global~~reaction ~~economies~~to ~~and~~our ~~financial~~press ~~markets~~releases, ~~including~~public ~~changes~~announcements ~~resulting~~and ~~from~~filing ~~war~~with orthe ~~terrorist incidents.~~SEC;

In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a substantial impact on the trading price of securities issued by many companies. The changes frequently occur irrespective of the operating performance of the affected companies. As a result, the trading price of our common stock could fluctuate based upon factors that have little or nothing to do with our business.14

~~Because~~● wechanges ~~are~~in aearnings ~~small~~estimates ~~company~~or ~~with~~recommendations aby ~~limited operating~~research ~~history,~~analysts ~~holders~~who oftrack the Company’s common stock ~~may~~or ~~find~~the itstock ~~difficult~~of other companies in the same industry; ● strategic actions by us or our competitors; ● new laws or regulations or new interpretations of existing laws or regulations applicable to ~~sell~~our ~~their~~business; ~~stock~~● changes in accounting standards, policies, guidance, interpretations or principles; and ● changes in general economic conditions in the ~~public~~U.S. and in global economies and financial markets, including changes resulting from war or terrorist incidents.

~~The~~In addition, ~~number of persons interested~~ in ~~purchasing our~~recent ~~common~~years, the stock atmarket ~~any~~has ~~given~~experienced ~~time~~significant ~~may~~price beand ~~relatively~~volume ~~small~~fluctuations. This ~~situation~~volatility ishas ~~attributable~~had to a ~~number of factors. One factor is that~~substantial weimpact ~~are~~on ~~a small company that is still relatively unknown to stock analysts, stockbrokers, institutional investors, and others in~~ the ~~investment community~~trading ~~that~~price ~~generate~~of orsecurities ~~influence~~issued ~~sales~~by ~~volume~~many companies. ~~Another~~The ~~factor~~changes isfrequently ~~that,~~occur ~~even~~irrespective ifof the ~~Company~~operating ~~came~~performance of to the ~~attention~~affected ~~of these persons, they tend to be risk-averse and would likely be reluctant to follow an unproven company such as ours~~companies. ~~Furthermore, many brokerage firms may not be willing to effect transactions in our securities, including our common stock.~~ As a ~~consequence~~result, ~~there~~the ~~may be periods when~~ trading ~~activity~~ inprice ~~our common stock is minimal or even non-existent, as compared to trading activity in the securities~~ of ~~a seasoned issuer with a large and steady volume of trading activity. We cannot give you any assurance that an active public trading market for~~ our common stock or ~~other~~could ~~securities~~fluctuate ~~will~~based ~~develop~~upon orfactors ~~be sustained, or~~ that, ifhave ~~developed,~~little ~~the~~or nothing ~~trading~~to ~~levels~~do ~~will~~with beour ~~sustained~~business.

~~FINRA~~Because we ~~sales~~are ~~practice~~a ~~requirements~~small ~~may~~company ~~also limit~~with a ~~shareholder’s~~limited ~~ability~~operating tohistory, ~~buy~~holders ~~and~~of common stock may find it difficult to sell ~~our~~their stock in the public markets.

InThe number ~~addition~~of topersons ~~the~~interested ~~“penny~~in purchasing our common stock” ~~rules described~~at ~~above,~~any ~~FINRA~~given ~~has~~time ~~adopted~~may ~~Rule~~be ~~2111~~relatively ~~that~~small. ~~requires~~This asituation ~~broker-dealer~~is attributable to ~~have~~a ~~reasonable~~number ~~grounds~~of ~~for~~factors. ~~believing~~One ~~that~~factor ~~an investment~~ is ~~suitable~~that ~~for~~we are a ~~customer~~small ~~before~~company ~~recommending~~that ~~the~~is ~~investment.~~still ~~Before~~relatively ~~recommending~~unknown ~~speculative~~to ~~low-priced~~stock ~~securities~~analysts, tostockbrokers, ~~their non-~~institutional ~~customers~~investors, ~~broker-dealers~~and ~~must~~others ~~make~~in ~~reasonable~~the ~~efforts~~investment tocommunity ~~obtain~~that ~~information~~generate ~~about~~or ~~the~~influence ~~customer’s~~sales ~~financial~~volume. ~~status,~~Another ~~tax~~factor ~~status~~is that, ~~investment~~ ~~objectives~~even ~~and~~if ~~other~~the ~~information.~~Company came ~~Under~~to ~~interpretations~~the attention of these ~~rules~~persons, ~~FINRA~~they ~~believes~~tend ~~that~~to ~~there~~be isrisk-averse aand ~~high~~would ~~probability~~likely ~~that~~be reluctant to follow an unproven company such ~~speculative~~as ~~low-priced~~ours. ~~securities~~Furthermore, ~~will~~many brokerage firms may not be ~~suitable~~willing ~~for~~to ateffect ~~least~~transactions ~~some~~in ~~customers.~~our ~~The~~securities, ~~FINRA~~including ~~requirements~~our ~~make~~common itstock. ~~more~~As a ~~difficult~~consequence, ~~for broker-dealers~~there tomay ~~recommend~~be ~~that~~periods ~~their~~when ~~customers~~trading ~~buy~~activity in our common stock, ~~which~~is ~~may~~minimal ~~limit~~or ~~your~~even ~~ability~~non-existent, as compared to ~~buy~~trading activity ~~and~~in ~~sell~~the ~~shares~~securities of ~~common~~a ~~stock~~ seasoned issuer with a large and ~~may~~steady ~~have~~volume anof ~~adverse~~trading ~~effect~~activity. onWe ~~the~~cannot give you any assurance that an active public trading market for our common stock or other securities will develop or be sustained, or that, if developed, the trading levels will be sustained.

~~The~~FINRA sales ~~Company~~practice ~~does~~requirements ~~not~~may ~~anticipate~~also ~~paying~~limit ~~dividends in~~a ~~the~~shareholder’s ~~future~~ability to buy and sell our stock.

WeIn addition ~~have~~to ~~never~~the ~~declared~~“penny orstock” ~~paid~~rules ~~any~~described ~~cash~~above, ~~dividends on~~FINRA ~~our~~has ~~common~~adopted ~~stock.~~Rule ~~Our~~2111 ~~current~~that ~~policy~~requires isa broker-dealer to ~~retain~~have ~~earnings~~reasonable grounds tofor ~~reinvest~~believing inthat ~~our~~an ~~business.~~investment ~~Therefore,~~is wesuitable dofor ~~not~~a ~~anticipate~~customer ~~paying~~before ~~cash dividends~~recommending in the ~~foreseeable future~~investment. ~~The~~Before ~~Company’s~~recommending ~~dividend~~speculative low-priced ~~policy~~securities ~~will~~to betheir ~~reviewed~~non-institutional ~~from~~customers, ~~time~~broker-dealers tomust ~~time~~make byreasonable ~~the~~efforts ~~Board~~to ofobtain ~~Directors in~~information about the customer’s ~~context~~financial ofstatus, ~~its~~tax ~~earnings~~status, ~~financial~~investment ~~condition~~objectives and other ~~relevant factors~~information. ~~Until~~Under ~~the~~interpretations ~~Company~~of ~~pays~~these ~~dividends~~rules, ~~which~~FINRA believes itthat ~~may~~there ~~never~~is ~~do, the~~a ~~holders~~high ofprobability ~~shares~~that ofspeculative ~~common~~low-priced ~~stock~~securities will not ~~receive~~be asuitable ~~return~~for onat ~~those~~least ~~shares~~some ~~unless~~customers. ~~they~~The FINRA ~~are~~requirements ~~able~~make toit ~~sell~~more ~~those~~difficult ~~shares~~for atbroker-dealers ~~the~~to ~~desired price,~~recommend ifthat attheir ~~all,~~customers ofbuy ~~which~~our ~~there~~common ~~can~~stock, bewhich nomay ~~assurance.~~limit your Inability ~~addition,~~to ~~there~~buy isand nosell ~~guarantee~~shares ~~that~~of ~~our~~ common stock ~~will~~and ~~appreciate~~may inhave ~~value or~~an ~~even~~adverse ~~maintain~~effect on the ~~price~~market atfor ~~which~~our ~~holders purchased their common stock~~securities.

~~We will continue to incur significant costs~~The toCompany ~~ensure~~does ~~compliance~~not ~~with~~anticipate ~~United~~paying ~~States~~dividends ~~corporate~~in ~~governance~~the ~~and accounting requirements~~future.

We have ~~will~~never ~~continue~~declared toor ~~incur~~paid ~~significant~~any ~~costs~~cash ~~associated with~~dividends on our ~~public~~common ~~company~~stock. ~~reporting~~Our ~~requirements~~current policy is to retain earnings to reinvest in our business. Therefore, ~~including~~we ~~costs~~do ~~associated~~not ~~with~~anticipate ~~applicable~~paying ~~corporate~~cash ~~governance~~dividends ~~requirements~~in ~~such~~the asforeseeable ~~those~~future. The Company’s dividend policy will be reviewed ~~required~~from time to time by the ~~Sarbanes-Oxley~~Board ~~Act~~of Directors in the context of ~~2002~~its earnings, ~~and~~financial ~~with~~condition and other ~~rules~~relevant ~~issued~~factors. orUntil ~~implemented~~the Company bypays ~~the~~dividends, ~~SEC.~~which Weit ~~expect~~may ~~all~~never do, the holders of ~~these~~shares ~~applicable~~of ~~rules and~~common ~~regulations~~stock will ~~result~~not inreceive ~~significant~~a ~~legal~~return ~~and~~on ~~financial~~those ~~compliance~~shares ~~costs~~unless they ~~and~~are able to ~~make~~sell ~~some~~those ~~activities~~shares ~~more~~at ~~time-consuming~~the ~~and~~desired ~~costly. We~~price, ~~are~~if ~~currently~~at ~~evaluating~~all, ~~and~~of ~~monitoring~~which ~~developments~~there ~~with~~can ~~respect~~be tono ~~these~~assurance. ~~rules~~In addition, ~~and~~there weis ~~cannot~~no ~~predict~~guarantee that orour ~~estimate~~common ~~the~~stock ~~amount~~will ofappreciate ~~additional costs~~in wevalue ~~may~~or ~~incur~~even ormaintain the ~~timing~~price ofat ~~such~~which ~~costs~~holders purchased their common stock.

15We will continue to incur significant costs to ensure compliance with United States corporate governance and accounting requirements.

We will ~~may~~continue to incur significant costs associated with our public company reporting requirements, inincluding costs associated with applicable corporate governance requirements such as those required by the ~~future~~Sarbanes-Oxley Act of 2002, ~~issue~~and ~~additional~~with other rules issued or implemented ~~common~~by ~~shares~~the SEC. We expect all of these applicable rules and regulations will result in significant legal and financial compliance costs and to make some activities more time-consuming and costly. We are currently evaluating and monitoring developments with respect to these rules, ~~which~~and ~~would~~we ~~reduce~~cannot ~~investors’~~predict ~~percentage~~or estimate the amount of ~~ownership~~additional ~~and~~costs we may ~~dilute~~incur ~~our~~or ~~share~~the ~~value~~timing of such costs.

~~Our Articles of Incorporation authorize the issuance of~~ 15,990,000,000 shares of common stock, par value $0.001 per share, of which 8,450,615,922 shares are issued and outstanding as of April 24, 2025. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then-existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

~~Our common shares are subject to the “Penny~~We ~~Stock”~~may, ~~rules~~in of the ~~SEC~~future, ~~and~~issue ~~the~~additional ~~trading~~common ~~market in our securities will likely be limited~~shares, which ~~makes~~would ~~transactions in our stock cumbersome and may~~ reduce ~~the~~investors’ ~~value~~percentage of anownership ~~investment~~and inmay dilute our ~~stock~~share value.

~~The~~Our Articles ~~Securities~~of ~~and~~Incorporation ~~Exchange~~authorize ~~Commission~~the ~~has~~issuance ~~adopted Rule~~of ~~15g-9~~25,990,000,000 shares of common stock, par value $0.001 per share, of which 4,937,860 ~~establishes~~shares ~~the~~are ~~definition~~issued and outstanding as of aJune ~~“penny~~16, 2026. The future issuance of common stock,” ~~for~~may result in substantial dilution in the ~~purposes~~percentage ~~relevant~~of toour ~~us,~~common asstock held by our then-existing shareholders. We may value any ~~equity~~common ~~security~~stock ~~that~~issued in the future ~~has~~on aan ~~market~~arbitrary ~~price~~basis. The issuance of ~~less~~common ~~than~~stock ~~$5.00~~for ~~per~~future ~~share~~services or ~~with~~acquisitions anor ~~exercise~~other ~~price~~corporate actions may have the effect of ~~less~~diluting ~~than~~the ~~$5.00~~value ~~per~~of ~~share,~~the ~~subject~~shares toheld ~~certain~~by ~~exceptions. For~~our ~~any~~investors ~~transaction~~and ~~involving~~might ahave ~~penny~~an ~~stock,~~adverse ~~unless~~effect ~~exempt,~~on ~~the~~any ~~rules~~trading ~~require:~~market for our common stock.

●Our common ~~That~~shares aare ~~broker~~subject orto ~~dealer~~the ~~approve~~“Penny aStock” ~~person’s~~rules ~~account~~of ~~for~~the ~~transactions~~SEC, inand ~~penny~~the ~~stocks;~~trading ~~and~~market ●in ~~The~~our ~~broker~~securities orwill ~~dealer~~likely ~~receive~~be limited, ~~from~~which ~~the~~makes ~~investor~~transactions ain ~~written~~our ~~agreement~~stock tocumbersome ~~the~~and ~~transaction,~~may ~~setting~~reduce ~~forth~~ the ~~identity~~value ~~and quality~~ of ~~the~~an ~~penny~~investment ~~stock~~in toour ~~be purchased~~stock.

InThe Securities ~~order~~and toExchange ~~approve~~Commission has adopted Rule 15g-9 which establishes the definition of a ~~person’s~~“penny ~~account~~stock,” for the purposes ~~transactions~~relevant into us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny ~~stocks~~stock, ~~the~~unless ~~broker~~exempt, orthe ~~dealer~~rules ~~must~~require:

● ~~Obtain~~That ~~financial~~a ~~information~~broker ~~and~~or ~~investment~~dealer ~~experience~~approve ~~objectives~~a ~~of the~~ person;’s ~~and~~account ●for ~~Make a reasonable determination that the~~ transactions in penny stocks; ~~are~~and ~~suitable~~● ~~for~~The ~~that~~broker ~~person~~or ~~and~~dealer receive from the ~~person~~investor ~~has~~a ~~sufficient~~written ~~knowledge~~agreement ~~and~~to ~~experience~~the intransaction, ~~financial~~setting ~~matters~~forth tothe beidentity ~~capable~~and quality of ~~evaluating~~ the ~~risks~~penny ofstock ~~transactions~~to inbe ~~penny stocks~~purchased.

~~The~~In order ~~broker~~to orapprove ~~dealer~~a ~~must~~person’s ~~also~~account ~~deliver,~~for ~~prior to~~transactions ~~any transaction~~ in a penny ~~stock~~stocks, ~~a disclosure schedule prescribed by~~ the ~~Commission~~broker ~~relating~~or todealer ~~the penny stock market, which, in highlight form~~must:

● ~~Sets~~Obtain ~~forth~~financial ~~the~~information ~~basis~~and oninvestment ~~which~~experience ~~the~~objectives ~~broker~~of ~~or dealer made~~ the ~~suitability determination~~person; and ● ~~That~~Make a reasonable determination that the ~~broker~~transactions orin ~~dealer~~penny ~~received~~stocks aare ~~signed,~~suitable ~~written~~for ~~agreement~~that ~~from~~person and the ~~investor~~person ~~prior~~has sufficient knowledge and experience in financial matters to be capable of evaluating the ~~transaction~~risks of transactions in penny stocks.

~~Generally,~~The broker ~~brokers~~or ~~may~~dealer bemust ~~less~~also ~~willing~~deliver, prior to ~~execute transactions~~any transaction in ~~securities~~a ~~subject to the “~~penny stock”, ~~rules.~~a ~~This~~disclosure ~~may~~schedule ~~make~~prescribed itby ~~more~~the ~~difficult~~Commission ~~for investors~~ relating to ~~dispose~~the ~~of our~~penny ~~common~~ stock ~~and~~market, ~~cause~~which, ~~a decline~~ in ~~the~~highlight ~~market value of our stock.~~form:

~~Disclosure~~● ~~also~~Sets ~~has~~forth tothe bebasis ~~made~~on ~~about~~which the ~~risks of~~broker ~~investing~~or indealer ~~penny~~made ~~stocks~~the insuitability ~~both~~determination; ~~public offerings~~ and in● ~~secondary~~That ~~trading and about~~ the ~~commissions~~broker ~~payable~~or ~~to both the broker-~~dealer ~~and~~ ~~the~~received ~~registered~~a ~~representative~~signed, ~~current~~written ~~quotations~~agreement ~~for~~from the ~~securities and the rights and remedies available to an~~ investor inprior ~~cases of fraud in penny stock transactions. Finally, monthly statements have~~ to ~~be sent disclosing recent price information for~~ the ~~penny stock held in the account and information on the limited market in penny stocks~~transaction.

~~There~~Generally, brokers ismay abe ~~very~~less ~~limited~~willing ~~market~~to ~~for~~execute ~~our~~transactions in securities~~. While~~ ~~our~~subject ~~common~~to ~~stock is on~~ the ~~OTC~~“penny ~~Markets,~~stock” ~~there has been negligible trading volume~~rules. ~~There~~This ismay nomake ~~guarantee~~it ~~that~~more difficult anfor ~~active~~investors ~~trading~~to ~~market will~~dispose ~~develop~~of in our ~~securities~~common stock and ifcause a ~~trading~~decline ~~market~~in ~~does~~the ~~not~~market ~~develop,~~value ~~purchasers~~ of our ~~securities may have difficulty selling their shares~~stock.

~~There~~Disclosure also ishas ~~currently~~to nobe ~~established~~made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions ~~market~~payable to both the broker-dealer and the registered representative, current quotations for ~~our~~the securities, and anthe ~~active~~rights ~~trading~~and ~~market~~remedies available to an investor in ~~our~~cases ~~securities~~of ~~may~~fraud ~~not~~in ~~develop,~~penny ~~or,~~stock iftransactions. ~~developed~~Finally, ~~may~~monthly ~~not~~statements have to be ~~sustained.~~sent ~~Accordingly,~~disclosing recent ~~investors~~price ~~may~~information ~~have~~for athe ~~difficult~~penny ~~time~~stock ~~selling~~held ~~their~~in ~~shares~~the account and information on the limited market in penny stocks.

16There is a very limited market for our securities. While our common stock is on the OTC Markets, there has been negligible trading volume. There is no guarantee that an active trading market will develop in our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.

~~Our~~There is ~~common~~currently ~~stock~~no isestablished ~~quoted~~public ~~through~~trading ~~the~~market ~~OTC~~for our securities, and an active trading market in our securities may not develop, ~~Markets~~or, ~~which~~if developed, may ~~have~~not anbe ~~unfavorable~~sustained. ~~impact~~Accordingly, oninvestors ~~our~~may ~~stock~~have ~~price~~a ~~and~~difficult ~~liquidity~~time selling their shares.

The Company’s common stock is quoted on the OTC Markets, which is a significantly more limited market than the New York Stock Exchange or NASDAQ. The trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, follow a policy of not investing in OTC Markets stocks and certain major brokerage firms restrict their brokers from recommending OTC Markets stocks because they are considered speculative and volatile.16

~~The trading volume of the Company’s common~~Our common stock ~~has~~is ~~been and may continue to be limited and sporadic. As a result, the~~ quoted ~~price~~through ~~for~~ the ~~Company’s common stock on the~~ OTC Markets, which may ~~not~~have ~~necessarily~~an beunfavorable aimpact ~~reliable~~on ~~indicator~~our ofstock ~~its~~price ~~fair~~and ~~market value~~liquidity.

~~Additionally,~~The Company’s ~~the~~common ~~securities~~stock ofis ~~small~~quoted ~~capitalization companies~~on ~~may~~the ~~trade~~OTC ~~less~~Markets, ~~frequently~~which ~~and~~is ina significantly more limited ~~volume~~market than ~~those~~the ofNew ~~more~~York ~~established~~Stock ~~companies~~Exchange or NASDAQ. The ~~market~~trading ~~for~~volume ~~small~~may ~~capitalization companies~~be islimited ~~generally~~by ~~volatile~~the fact that many major institutional investment funds, ~~with~~including ~~wide~~mutual ~~price~~funds, ~~fluctuations~~follow a policy of not ~~necessarily~~investing ~~related~~in toOTC ~~the~~Markets ~~operating~~stocks ~~performance~~and ofcertain ~~such~~major ~~companies~~brokerage firms restrict their brokers from recommending OTC Markets stocks because they are considered speculative and volatile.

~~Trading~~The trading onvolume of the ~~OTC~~Company’s ~~Markets~~common stock has been and may continue to be ~~volatile~~ limited and sporadic,. ~~which~~As ~~could~~a ~~depress~~result, the ~~market~~quoted price for ofthe ~~our~~Company’s common stock ~~and~~on ~~make~~the itOTC ~~difficult~~Markets ~~for~~may ~~our~~not ~~stockholders~~necessarily tobe ~~resell~~a ~~their~~reliable ~~shares~~indicator of its fair market value.

~~Our common stock is quoted on OTC Markets. Trading~~Additionally, inthe ~~stock~~securities ~~quoted~~of onsmall ~~OTC~~capitalization ~~Markets~~companies ismay ~~often~~trade ~~thin~~less frequently and ~~characterized by wide fluctuations~~ in ~~trading~~more ~~prices~~limited ~~due~~volume tothan ~~many~~those ~~factors~~of ~~that~~more ~~may have~~established ~~little to do with our operations or business prospects~~companies. ~~This~~The ~~volatility could depress the~~ market ~~price of our common stock~~ for ~~reasons unrelated~~small tocapitalization ~~operating~~companies ~~performance. Moreover, OTC Markets~~ is ~~not~~generally ~~a stock exchange~~volatile, ~~and~~with ~~trading~~wide ofprice ~~securities~~fluctuations onnot ~~the~~necessarily ~~OTC Markets is often~~related ~~more~~to ~~sporadic than~~ the ~~trading~~operating ofperformance ~~securities listed on a quotation system like NASDAQ or a stock exchange like the American Stock Exchange. Accordingly, our shareholders may have difficulty reselling any~~ of ~~their~~such ~~shares~~companies.

~~State~~Trading on ~~securities~~the ~~laws~~OTC Markets may ~~limit~~be ~~secondary trading~~volatile and sporadic, which ~~may~~could ~~restrict~~depress the ~~states~~market inprice ~~which~~of ~~and~~our ~~conditions~~common ~~under~~stock ~~which~~and ~~you~~make ~~can~~it ~~sell~~difficult ~~the~~for ~~shares~~our stockholders ~~offered~~to byresell ~~this~~their ~~prospectus~~shares.

~~Secondary trading in~~ Our common stock ~~sold~~is inquoted ~~this offering~~on ~~will~~OTC ~~not~~Markets. beTrading ~~possible~~ in ~~any~~stock ~~state~~quoted ~~until~~on ~~the~~OTC ~~common~~Markets ~~stock~~ is ~~qualified~~often ~~for~~thin ~~sale~~and ~~under~~characterized ~~the~~by ~~applicable~~wide ~~securities~~fluctuations ~~laws~~in trading ofprices ~~the~~due ~~state or~~to ~~there~~many isfactors ~~confirmation~~ that anmay ~~exemption,~~have ~~such~~little asto ~~listing~~do inwith ~~certain~~our ~~recognized~~operations ~~securities~~or ~~manuals,~~business isprospects. ~~available~~This ~~for~~volatility ~~secondary~~could ~~trading~~depress in the ~~state.~~market Ifprice weof ~~fail~~our tocommon ~~register~~stock orfor ~~qualify,~~reasons orunrelated to ~~obtain~~operating orperformance. ~~verify~~Moreover, anOTC ~~exemption~~Markets ~~for~~is ~~the~~not ~~secondary~~a ~~trading~~stock ofexchange, ~~the common stock in~~and ~~any~~trading ~~particular~~of ~~state,~~securities on the ~~common~~OTC ~~stock~~Markets ~~could~~is ~~not~~often bemore ~~offered~~sporadic orthan ~~sold~~the ~~to,~~trading ~~or purchased by, a resident~~ of ~~that~~securities ~~state.~~listed Inon ~~the event that~~ a ~~significant~~ ~~number~~quotation ofsystem ~~states~~like ~~refuse~~NASDAQ or toa ~~permit secondary trading in our common~~ stock, ~~the~~exchange ~~liquidity~~like ~~for~~ the ~~common~~American ~~stock~~Stock ~~could~~Exchange. beAccordingly, ~~significantly impacted~~our ~~thus~~shareholders ~~causing~~may ~~you~~have todifficulty ~~realize~~reselling aany ~~loss~~of ontheir ~~your investment~~shares.

WeState securities laws may ~~issue~~limit ~~shares~~secondary oftrading, ~~preferred~~which ~~stock~~may in restrict the ~~future~~states ~~that~~in ~~may~~which ~~adversely~~and ~~impact~~conditions ~~your~~under ~~rights~~which asyou ~~holders~~can ofsell ~~our~~the ~~common~~shares offered ~~stock~~by this prospectus.

~~Because~~Secondary trading ~~our~~in ~~CEO~~common ~~and~~stock ~~director,~~sold ~~Mr.~~in ~~Conway,~~this ~~owns a~~offering ~~majority~~will ofnot ~~the~~be ~~voting~~possible ~~control~~in ofany ~~the~~state ~~Company,~~until hethe ~~could~~common ~~authorize~~stock ~~our~~is ~~Board~~qualified offor ~~Directors~~sale tounder ~~determine~~ the applicable ~~relative~~securities ~~rights~~laws ~~and preferences~~ of ~~preferred~~the ~~shares~~state ~~without~~or ~~further~~there ~~stockholder~~is ~~approval.~~confirmation Asthat aan ~~result~~exemption, ~~our~~such ~~Board~~as oflisting ~~Directors~~in ~~could~~certain ~~then~~recognized ~~authorize the issuance of a series~~securities ofmanuals, ~~preferred~~is ~~stock~~available ~~that~~for ~~would~~secondary ~~grant~~trading toin ~~holders preferred rights to our assets upon liquidation,~~ the ~~right~~state. toIf ~~receive~~we ~~dividends~~fail ~~before dividends are declared~~ to ~~holders~~register ofor ~~our common stock~~qualify, ~~and~~or ~~the right~~ to ~~the~~obtain ~~redemption~~or ofverify ~~such~~an ~~preferred~~exemption ~~shares, together with a premium,~~for ~~prior to~~ the ~~redemption~~secondary trading of, the common stock. Toin ~~the~~any ~~extent~~particular ~~that we do issue shares of preferred stock~~state, ~~your~~the ~~rights as holders of~~ common stock could not be ~~impaired~~offered ~~thereby,~~or ~~including~~sold to, ~~without~~or ~~limitation~~purchased by, a ~~dilution~~resident of ~~your~~that ~~ownership interests in us~~state. In ~~addition,~~the ~~shares~~event ofthat ~~preferred stock~~a ~~could~~significant benumber ~~issued~~of ~~with~~states ~~terms~~refuse ~~calculated~~ to ~~delay~~permit orsecondary ~~prevent~~trading ain ~~change~~our incommon ~~control~~stock, orthe liquidity ~~make~~for ~~removal~~the ofcommon ~~management~~stock ~~more~~could ~~difficult,~~be ~~which may~~significantly ~~not~~impacted bethus incausing ~~your~~you ~~interest~~to asrealize a ~~holder~~loss ofon ~~common~~your ~~stock~~investment.

We may ~~seek~~issue toshares ~~raise~~of ~~additional~~preferred ~~funds,~~stock ~~finance acquisitions~~in orthe ~~develop~~future ~~strategic~~that ~~relationships~~may byadversely ~~issuing~~impact ~~capital~~your rights as holders of our common stock.

WeBecause our ~~may~~CEO ~~finance~~and director, Mr. Conway, owns a majority of the voting control of the Company, he could authorize our ~~operations~~Board ~~and~~of ~~develop~~Directors ~~strategic~~to ~~relationships~~determine bythe ~~issuing~~relative ~~equity~~rights orand ~~debt~~preferences ~~securities~~of preferred shares without further stockholder approval. As a result, ~~which~~our Board of Directors could ~~significantly~~then ~~reduce~~authorize the ~~percentage~~issuance ~~ownership~~of a series of preferred stock that would grant to holders preferred rights to our ~~existing~~assets ~~stockholders.~~upon liquidation, ~~Furthermore~~the right to receive dividends before dividends are declared to holders of our common stock, ~~any~~and ~~newly~~the ~~issued~~right ~~securities~~to ~~could~~the ~~have~~redemption ~~rights~~of such preferred shares, ~~preferences~~together ~~and~~with ~~privileges~~a ~~senior~~premium, prior to ~~those~~the redemption of ~~our~~the ~~existing~~common stock. ~~Moreover,~~To the extent that we do issue shares of preferred ~~any~~stock, ~~issuances~~your byrights usas holders of ~~equity~~common ~~securities~~stock ~~may~~could be atimpaired orthereby, ~~below~~including, ~~the~~without ~~prevailing~~limitation, ~~market~~dilution ~~price~~of your ownership interests in us. In addition, shares of ~~our~~preferred stock ~~and~~could inbe ~~any~~issued ~~event~~with ~~may~~terms ~~have~~calculated to delay or prevent a ~~dilutive impact~~change onin ~~your~~control ~~ownership~~or ~~interest~~make removal of management more difficult, which ~~could~~may ~~cause~~not ~~the~~be ~~market~~in ~~price~~your ofinterest ~~our~~as ~~stock~~a toholder ~~decline~~of common stock.

~~There~~ We may beseek ~~deficiencies with our internal controls that require improvements, and if we are unable~~ to ~~adequately~~raise ~~evaluate~~additional ~~internal controls~~funds, wefinance ~~may~~acquisitions beor ~~subject~~develop tostrategic ~~sanctions~~relationships by ~~the SEC~~issuing capital stock.

We may ~~are~~finance ~~exposed~~our tooperations ~~potential~~and ~~risks~~develop ~~from~~strategic ~~legislation requiring~~relationships ~~companies~~by toissuing ~~evaluate~~equity ~~internal~~or ~~controls~~debt ~~under~~securities, ~~Section~~which ~~404a~~could ofsignificantly reduce the ~~Sarbanes-Oxley~~percentage ~~Act~~ownership of ~~2002~~our existing stockholders. AsFurthermore, aany ~~smaller~~newly ~~reporting~~issued ~~company and~~securities ~~emerging~~could ~~growth~~have ~~company~~rights, wepreferences ~~will~~and ~~not~~privileges senior ~~be required~~ to ~~provide~~those ~~a report on the effectiveness~~ of our ~~internal~~existing ~~controls~~stock. ~~over financial reporting until our second annual report~~Moreover, ~~and we will be exempt from the auditor attestation requirements concerning~~ any ~~such~~issuances ~~report~~by ~~so long~~us asof weequity ~~are~~securities anmay ~~emerging~~be ~~growth~~at ~~company~~ or abelow ~~smaller~~the ~~reporting~~prevailing ~~company.~~market Weprice of ~~have not yet evaluated whether~~ our ~~internal~~stock ~~control procedures are effective~~ and ~~therefore there is a greater likelihood of undiscovered errors~~ in ~~our~~any ~~internal~~event ~~controls~~may ~~or reported financial statements as compared to issuers that~~ have ~~conducted~~a ~~such~~dilutive ~~evaluations.~~impact Ifon weyour ~~are~~ownership ~~not~~interest, ~~able~~which tocould ~~meet~~cause the ~~requirements~~market price of ~~Section~~our ~~404a in a timely manner~~stock ~~or with adequate compliance, we might be subject~~ to ~~sanctions or investigation by regulatory authorities, such as the SEC~~decline.

WeThere may ~~are~~be ~~susceptible~~deficiencies towith ~~general~~our ~~economic~~internal ~~conditions, natural~~controls ~~catastrophic~~that ~~events~~require ~~and public health crises~~improvements, and aif ~~potential~~we ~~downturn~~are inunable ~~advertising~~to ~~and~~adequately ~~marketing~~evaluate ~~spending~~internal ~~by advertisers could~~controls, ~~adversely~~we ~~affect~~may ~~our~~be ~~operating~~subject ~~results~~to insanctions by the ~~near future~~SEC.

~~Our~~We are ~~business~~exposed ~~is subject~~ to ~~the~~potential ~~impact~~risks offrom ~~natural catastrophic~~legislation ~~events,~~requiring ~~such~~companies asto ~~earthquakes,~~evaluate orinternal ~~floods,~~controls ~~public~~under ~~health~~Section ~~crisis,~~404a ~~such as disease outbreaks, epidemics, or pandemics, and all these could result in a decrease or sharp downturn~~ of ~~economies, including our markets and business locations in~~ the ~~current and future~~Sarbanes-Oxley ~~periods.~~Act ~~The outbreak~~ of ~~the~~2002. ~~coronavirus~~As ~~(COVID-19)~~a ~~resulted~~smaller inreporting ~~increased~~company ~~travel restrictions,~~ and ~~shutdown~~emerging ofgrowth ~~businesses~~company, ~~which~~we ~~may~~will ~~cause slower~~not ~~recovery~~be ofrequired ~~the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related~~ to ~~pandemic~~ ~~fears~~provide ~~and~~a ~~impact~~report on ~~our workforce if~~ the ~~virus continues to spread. In addition, one or more~~ effectiveness of our ~~customers,~~internal ~~partners,~~controls ~~service providers~~over ~~or suppliers may experience~~ financial ~~distress,~~reporting ~~delayed~~until orour ~~defaults~~second onannual ~~payment~~report, ~~file~~and ~~for~~we ~~bankruptcy~~will ~~protection,~~be ~~sharp~~exempt ~~diminishing of~~from ~~business, or suffer disruptions in their business due to~~ the ~~outbreak.~~auditor ~~The extent to which the coronavirus impacts our results will~~attestation ~~depend~~requirements onconcerning ~~future~~any ~~developments~~such ~~and~~report ~~reactions~~so ~~throughout~~long ~~the~~as ~~world,~~we ~~which~~ are ~~highly~~an ~~uncertain and will include~~ emerging ~~information~~growth ~~concerning the~~company ~~severity~~or ofa ~~the~~smaller ~~coronavirus~~reporting ~~and~~company. ~~the~~We ~~actions~~have ~~taken~~not byyet evaluated ~~governments~~whether ~~and~~our ~~private~~internal ~~businesses~~control toprocedures ~~attempt~~are toeffective ~~contain~~and ~~the~~therefore ~~coronavirus.~~there It is ~~likely to result in~~ a ~~potential~~greater ~~material~~likelihood ~~adverse~~of ~~impact~~undiscovered onerrors in our ~~business,~~internal ~~results~~controls ofor ~~operations~~reported ~~and~~ financial ~~condition.~~statements ~~Wider-spread COVID-19~~as ~~globally~~compared ~~could~~to ~~prolong~~issuers ~~the~~that ~~deterioration~~have inconducted ~~economic~~such ~~conditions~~evaluations. ~~and~~If ~~could~~we ~~cause~~are ~~decreases~~not ~~in or delays in advertising spending~~able ~~and reduce and/or negatively impact our short-term ability~~ to ~~grow~~meet ~~our~~the ~~revenues.~~requirements ~~Any~~of ~~decreased~~Section ~~collectability~~404a ofin ~~accounts~~a ~~receivable, bankruptcy~~timely ofmanner ~~small~~or ~~and~~with ~~medium~~adequate ~~businesses~~compliance, orwe ~~early~~might ~~termination~~be ofsubject ~~agreements due~~ to ~~deterioration~~sanctions inor ~~economic~~investigation by ~~conditions~~regulatory ~~could~~authorities, ~~negatively impact~~such ~~our~~as ~~results~~the ~~of operations~~SEC.

We are asusceptible ~~“controlled company”~~to ~~within~~general ~~the~~economic ~~meaning~~conditions, ofnatural ~~the~~catastrophic ~~listing~~events ~~rules~~and ofpublic ~~Nasdaq~~health ~~and~~crises, asand a ~~result,~~potential ~~can~~downturn ~~rely~~in onadvertising and ~~exemptions~~marketing ~~from~~spending ~~certain~~by ~~corporate~~advertisers ~~governance requirements~~could ~~that~~adversely ~~provide~~affect ~~protection~~our tooperating ~~shareholders~~results ofin ~~other~~the ~~companies~~near future.

~~Because~~Our business ~~our~~is ~~sole~~subject ~~officer~~to the impact of natural catastrophic events, ~~Mr.~~ ~~Conway~~such as earthquakes, ~~owns~~or afloods, ~~majority~~public ofhealth ~~voting~~crisis, ~~control~~such ofas ~~the~~disease outbreaks, ~~Company~~epidemics, or pandemics, and ~~will~~all ~~own~~these could result in a ~~majority~~decrease or sharp downturn of economies, including our markets and business locations in the ~~voting~~current ~~control~~and ~~after~~future ~~this~~periods. ~~offering~~We may experience impact from quarantines, wemarket ~~are~~downturns and ~~will~~changes ~~continue~~in tocustomer bebehavior ~~after~~related ~~the~~to ~~offering~~pandemic afears ~~“controlled~~and ~~company”~~impact ason ~~defined~~our ~~under~~workforce if the ~~listing~~virus ~~rules~~continues ofto ~~Nasdaq~~spread. ~~Under~~In ~~Nasdaq~~addition, ~~listing~~one ~~rules~~or more of our customers, ~~controlled~~partners, ~~companies~~service ~~are~~providers ~~companies~~or ofsuppliers ~~which~~may ~~more~~experience ~~than~~financial ~~50%~~distress, ofdelayed ~~the~~or ~~voting~~defaults ~~power~~on payment, file for ~~the~~bankruptcy ~~election~~protection, sharp diminishing of ~~directors~~business, isor ~~held~~suffer ~~by an~~disruptions ~~individual,~~in atheir ~~group,~~business ordue ~~another~~to ~~company~~the outbreak. ~~For~~The asextent to ~~long~~which asthe wecoronavirus ~~remain~~impacts aour ~~controlled~~results ~~company~~will depend on future developments and reactions throughout the world, wewhich are ~~permitted~~highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to ~~elect~~attempt to ~~rely~~contain onthe ~~certain exemptions~~coronavirus. ~~from~~It ~~Nasdaq’s~~is ~~corporate~~likely ~~governance~~to ~~rules~~result in a potential material adverse impact on our business, ~~including~~results of ~~the~~operations ~~following:~~and financial condition.

●We are ~~an exemption from the rule that~~ a ~~majority~~“controlled ofcompany” ~~our~~within ~~board of directors must be independent directors; ● an exemption from~~ the ~~rule~~meaning ~~that our compensation committee be composed entirely~~ of ~~independent directors; ● an exemption from~~ the ~~rule~~listing ~~that~~rules ~~our~~of ~~director~~Nasdaq ~~nominees~~and, ~~must~~as bea ~~selected~~result, orcan ~~recommended~~rely ~~solely~~on byexemptions ~~independent;~~from certain ●corporate ~~directors~~governance orrequirements athat ~~nominating~~provide ~~committee~~protection ~~composed~~to ~~solely~~shareholders of ~~independent~~other ~~directors;~~companies.

18Because our sole officer, Mr. Conway, owns a majority of voting control of the Company and will own a majority of the voting control after this offering, we are and will continue to be after the offering a “controlled company” as defined under the listing rules of Nasdaq. Under Nasdaq listing rules, controlled companies are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. For as long as we remain a controlled company, we are permitted to elect to rely on certain exemptions from Nasdaq’s corporate governance rules, including the following:

If● wean ~~elected~~exemption tofrom ~~rely on~~ the ~~“controlled~~rule ~~company”~~that ~~exemptions,~~ a majority of ~~the members of~~ our board of directors ~~might~~must ~~not~~ be independent directors~~, our~~; ~~nominating~~● ~~and~~an ~~corporate~~exemption ~~governance~~from ~~and~~the ~~compensation~~rule ~~committees~~that ~~might~~our ~~not~~compensation ~~consist~~committee be composed entirely of independent directors,; ~~and~~● ~~you~~an ~~would not~~exemption ~~have~~from the ~~same~~rule ~~protection~~that ~~afforded~~our todirector ~~shareholders~~nominees ofmust ~~companies~~be ~~that~~selected ~~are~~or ~~subject~~recommended tosolely ~~Nasdaq’s~~by ~~corporate~~independent; ~~governance~~● ~~rules.~~directors or a nominating committee composed solely of independent directors;

~~RISKS RELATED TO THE OFFERING~~18

~~Our~~If we ~~existing~~elected ~~stockholders~~to ~~may~~rely ~~experience significant~~on ~~dilution~~the ~~from~~“controlled company” exemptions, a majority of the ~~sale~~members of our ~~common~~board ~~stock~~of ~~pursuant~~directors tomight not be independent directors, our nominating and corporate governance and compensation committees might not consist entirely of independent directors, and you would not have the ~~GHS~~same ~~Financing~~protection ~~Agreement~~afforded to shareholders of companies that are subject to Nasdaq’s corporate governance rules.

~~The sale of our common stock to GHS Investments~~RISKS ~~LLC~~RELATED inTO ~~accordance~~THE with the Financing Agreement may have a dilutive impact on our shareholders. As a result, the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of our common stock we will have to issue to GHS in order to exercise a put under the Financing Agreement. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.OFFERING

~~The~~Our existing ~~perceived risk of dilution may cause our~~ stockholders to ~~sell their shares, which~~ may ~~cause~~experience asignificant ~~decline~~dilution infrom the ~~price~~sale of our common stock. ~~Moreover,~~pursuant ~~the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors~~ to ~~engage in short sales of our common stock. By increasing~~ the ~~number of~~GHS ~~shares~~Financing ~~offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock~~Agreement.

The sale ~~issuance~~ of ~~shares~~our ~~pursuant~~common stock to GHS Investments LLC in accordance with the ~~GHS~~ Financing Agreement may have a ~~significant~~ dilutive ~~effect~~impact on our shareholders. As a result, the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of our common stock we will have to issue to GHS in order to exercise a put under the Financing Agreement. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

~~Depending~~The perceived onrisk ~~the~~of ~~number~~dilution ofmay ~~shares~~cause weour ~~issue~~stockholders ~~pursuant~~ to ~~the~~sell ~~GHS~~their ~~Financing Agreement~~shares, itwhich ~~could~~may ~~have~~cause a ~~significant~~decline ~~dilutive~~in ~~effect~~the ~~upon~~price of our ~~existing~~common ~~shareholders~~stock. Moreover, ~~Although~~ the ~~number~~perceived risk of ~~shares that~~dilution weand ~~may issue pursuant to~~ the ~~Financing~~resulting ~~Agreement~~downward ~~will~~pressure ~~vary based~~ on our stock price ~~(the~~could ~~higher~~encourage ~~our~~investors ~~stock~~to ~~price,~~engage ~~the less shares~~in weshort ~~have~~sales toof ~~issue), there may be a potential dilutive effect to~~ our ~~shareholders,~~common ~~based on different potential future~~ stock. ~~prices,~~By if increasing the ~~full~~number ~~amount~~ of ~~the~~shares ~~Financing~~offered ~~Agreement~~for issale, ~~realized.~~material ~~Dilution~~amounts isof ~~based~~short ~~upon~~selling ~~common~~could ~~stock~~further contribute ~~put~~ to ~~GHS~~progressive ~~and the stock~~ price ~~discounted to~~declines ~~GHS’s~~in ~~purchase~~our ~~price~~common ~~of 80% of the lowest VWAP during the pricing period~~stock.

~~GHS Investments LLC will pay less than the~~The ~~then-prevailing~~issuance ~~market price~~ of ~~our~~shares ~~common~~pursuant ~~stock~~to ~~which~~the ~~could~~GHS ~~cause~~Financing ~~the~~Agreement ~~price~~may ofhave ~~our~~a ~~common~~significant ~~stock~~dilutive ~~to decline~~effect.

~~Our~~Depending on ~~common~~the ~~stock~~number toof beshares ~~issued~~we ~~under~~issue pursuant to the GHS Financing Agreement, it could have a significant dilutive effect upon our existing shareholders. Although the number of shares that we may issue pursuant to the Financing Agreement will bevary ~~purchased~~based aton aour ~~twenty~~stock ~~percent~~ price (~~20%)~~the ~~discount~~higher our stock price, orthe ~~eighty~~less ~~percent~~shares ~~(80%~~we have to issue), ofthere may be a potential dilutive effect to our shareholders, based on different potential future stock prices, if the ~~lowest~~full ~~VWAP~~amount ~~during~~of the ~~ten~~Financing ~~(10)~~Agreement ~~consecutive~~is realized. Dilution is based upon common stock ~~trading~~put ~~days~~to ~~immediately~~GHS ~~preceding~~and ~~our~~the ~~notice~~stock price discounted to GHS’s purchase price of ~~our~~80% ~~election~~of tothe ~~exercise~~lowest ~~our~~traded ~~“put”~~price ~~right~~during the pricing period.

GHS ~~has a financial incentive to sell our shares~~ ~~immediately~~Investments ~~upon~~LLC ~~receiving~~will ~~them~~pay toless ~~realize~~than the ~~profit~~then-prevailing ~~between the discounted price and the~~ market price. ~~If GHS sells our shares, the price~~ of our common stock ~~may~~which ~~decrease.~~could ~~If our stock price decreases, GHS may have further incentive to sell such shares. Accordingly, the discounted sales price in the Financing Agreement may~~ cause the price of our common stock to decline.

WeOur common ~~may~~stock ~~not~~to ~~have~~be ~~access~~issued tounder the ~~full~~GHS ~~amount~~Financing ~~under~~Agreement will be purchased at a twenty percent (20%) discount, or eighty percent (80%) of the ~~Financing~~lowest ~~Agreement~~traded price of the Company’s common stock during the ten (10) consecutive trading days immediately preceding our notice to GHS of our election to exercise our “put” right.

OnGHS has ~~April~~a ~~24,~~financial ~~2025,~~incentive ~~the~~to ~~lowest~~sell ~~VWAP~~our ofshares ~~the~~immediately ~~Company’s common~~upon ~~stock~~receiving ~~during~~them ~~the~~to ~~ten~~realize ~~(10)~~the ~~consecutive~~profit ~~trading~~between ~~day~~the ~~period~~discounted ~~was~~price ~~approximately~~and ~~$0.0002.~~the market ~~At that~~ price,. weIf ~~would~~GHS besells ~~able~~our ~~to sell~~ shares to, ~~GHS under~~ the ~~Financing~~price ~~Agreement~~of atour ~~the~~common ~~discounted~~stock ~~price~~may ~~of $0~~decrease.~~00016.~~ AtIf ~~that~~our ~~discounted~~stock price decreases, ~~the~~GHS ~~4,000,000,000~~may ~~shares~~have ~~registered~~further ~~for~~incentive ~~issuance~~ to ~~GHS~~sell ~~under~~such ~~the~~shares. ~~Financing Agreement would~~Accordingly, ifthe ~~sold~~discounted bysales usprice ~~to GHS, result~~ in ~~aggregate~~the ~~proceeds~~Financing ofAgreement ~~$640,000.~~may ~~There~~cause ~~is no assurance~~ the price of our common stock to ~~will remain the same as the market price or increase~~decline.

~~Since our common stock is thinly traded~~We ~~it is more susceptible to extreme rises or declines in price, and you~~ may not behave ~~able~~access to ~~sell~~the ~~your~~full ~~shares~~amount atunder ~~or above~~ the ~~price~~Financing ~~paid~~Agreement.

~~Since~~On June ~~our~~16, 2026, the lowest traded price of the Company’s common stock isduring ~~thinly~~the ~~traded~~ten ~~its~~(10) consecutive trading day period was approximately $0.12. At that price, iswe ~~likely~~would be able to besell ~~highly~~shares ~~volatile~~to ~~and~~GHS ~~could~~under bethe ~~subject~~Financing toAgreement ~~extreme~~at ~~fluctuations~~the indiscounted ~~response~~price of $0.096. At that discounted price, the 2,000,000 shares registered for issuance to ~~various~~GHS ~~factors~~under the Financing Agreement would, if ~~many~~sold by us to GHS, result in aggregate proceeds of ~~which~~$192,000. ~~are~~There ~~beyond~~ is no assurance the price of our ~~control,~~common ~~including~~stock ~~(but~~will ~~not~~remain ~~necessarily~~the ~~limited~~same as ~~to):~~the market price or increase.

~~● the trading volume of our shares;~~19

19Since our common stock is thinly traded it is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.

~~● the number of securities analysts, market-makers and brokers following~~ Since our common stock; ●is ~~new~~thinly ~~products~~traded orits ~~services~~trading ~~introduced~~price oris ~~announced~~likely byto usbe orhighly ~~our~~volatile ~~competitors;~~and ●could ~~actual~~be orsubject ~~anticipated~~to ~~variations~~extreme influctuations ~~quarterly operating results; ● conditions or trends~~ in ~~our~~response to ~~business~~various ~~industries; ● announcements by us of significant contracts~~factors, ~~acquisitions,~~many ~~strategic partnerships, joint ventures or capital commitments; ● additions or departures~~ of ~~key~~which ~~personnel;~~are ●beyond ~~sales of~~ our ~~common~~control, ~~stock;~~including ~~and~~(but ●not ~~general~~necessarily ~~stock~~limited ~~market price and volume fluctuations of publicly-traded, and particularly microcap, companies.~~to):

~~Investors~~● ~~may~~the ~~have~~trading ~~difficulty~~volume ~~reselling shares~~ of our ~~common~~shares; ~~stock,~~● ~~either at or above~~ the ~~price~~number ~~they~~of ~~paid~~securities ~~for our stock~~analysts, ~~or even at fair~~ market-makers ~~value. The stock markets often experience significant price~~ and ~~volume~~brokers ~~changes~~following ~~that are not related to the operating performance of individual companies, and because~~ our common stock; is● ~~thinly~~new ~~traded~~products itor isservices ~~particularly~~introduced ~~susceptible~~or toannounced ~~such~~by ~~changes.~~us ~~These~~or ~~broad market changes may cause the market price of~~ our ~~common stock~~competitors; to● ~~decline~~actual ~~regardless~~or ofanticipated ~~how~~variations ~~well~~in wequarterly ~~perform~~operating asresults; a● ~~company.~~conditions Inor ~~addition,~~trends ~~there~~in isour abusiness ~~history~~industries; of● ~~securities~~announcements ~~class~~by ~~action~~us ~~litigation following periods~~ of ~~volatility~~significant incontracts, ~~the~~acquisitions, ~~market~~strategic ~~price~~partnerships, ofjoint aventures ~~company’s~~or ~~securities.~~capital ~~Although~~commitments; ~~there~~● isadditions ~~no such litigation currently pending~~ or ~~threatened~~departures ~~against us, such a suit against us could result in the incursion~~ of ~~substantial~~key ~~legal~~personnel; ~~fees,~~● ~~potential~~sales ~~liabilities and the diversion~~ of ~~management’s attention and resources from~~ our ~~business.~~common ~~Moreover,~~stock; and as● ~~noted~~general ~~below,~~stock ~~our~~market ~~shares~~price ~~are currently traded on the OTC Link (OTC Pink tier)~~ and, ~~further,~~volume ~~are subject to the penny stock regulations. Price~~ fluctuations inof ~~such shares are particularly volatile and subject to potential manipulation by market~~publicly-~~makers~~traded, ~~short-sellers~~ and ~~option~~particularly ~~traders~~microcap, companies.

~~Item~~Investors may 4have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. ~~USE~~The OFstock ~~PROCEEDS~~markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently traded on the OTC Link (OTC Pink tier) and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers and option traders.

~~The Company will use the proceeds from the sale~~Item of4. ~~the~~USE ~~Shares~~OF for general corporate and working capital purposes and acquisitions of assets, businesses or operations or for other purposes that the Board of Directors, in good faith, deem to be in the best interest of the Company.PROCEEDS

~~Item~~The Company 5.will ~~DETERMINATION~~use OFthe ~~OFFERING~~proceeds ~~PRICE~~from the sale of the Shares for general corporate and working capital purposes and acquisitions of assets, businesses or operations or for other purposes that the Board of Directors, in good faith, deem to be in the best interest of the Company.

~~We have not set an offering price for the shares~~Item ~~registered hereunder, as the only shares being registered are those sold pursuant to the GHS Financing Agreement~~5. ~~GHS~~DETERMINATION ~~may~~OF ~~sell~~OFFERING ~~all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices.~~PRICE

~~Item~~We have 6not set an offering price for the shares registered hereunder, as the only shares being registered are those sold pursuant to the GHS Financing Agreement. ~~DILUTION~~GHS may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices.

~~Not applicable. The shares registered under this~~Item ~~registration statement are not being offered for purchase~~6. ~~The shares are being registered on behalf of our selling shareholders pursuant to the GHS Financing Agreement.~~DILUTION

~~Item~~Not applicable. 7The shares registered under this registration statement are not being offered for purchase. ~~SELLING~~The ~~SECURITY~~shares ~~HOLDER~~are being registered on behalf of our selling shareholders pursuant to the GHS Financing Agreement.

~~The selling stockholder identified in this prospectus~~Item ~~may offer and sell up to 4,000,000,000 shares of our common stock, which consists of shares of common stock to be sold by GHS pursuant to the Financing Agreement~~7. IfSELLING ~~issued~~SECURITY ~~presently, the shares of common stock registered for resale by GHS would represent 32.13% of our issued and outstanding shares of common stock as of April 24, 2025.~~HOLDER

WeThe selling ~~may~~stockholder ~~require~~identified ~~the~~in ~~selling~~this ~~stockholder~~prospectus tomay ~~suspend the~~offer ~~sales~~and ofsell ~~the~~up to 2,000,000 shares of our common stock, ~~being~~which ~~offered~~consists ~~pursuant~~of toshares of ~~this~~common ~~prospectus~~stock ~~upon~~to ~~the~~be ~~occurrence~~sold ofby ~~any~~GHS ~~event~~pursuant ~~that~~to ~~makes~~the ~~any statement~~Financing inAgreement. ~~this~~If ~~prospectus~~issued orpresently, the ~~related~~shares ~~registration~~of ~~statement~~common ~~untrue~~stock inregistered ~~any~~for resale ~~material~~by ~~respect~~GHS orwould ~~that~~represent ~~requires~~28.83% ~~the changing~~ of ~~statements in~~our ~~those~~issued ~~documents~~and inoutstanding ~~order~~shares toof ~~make~~common ~~statements~~stock inas ~~those~~of ~~documents~~June ~~not~~16, ~~misleading~~2026.

~~The~~We may require the selling stockholder ~~identified~~to insuspend the ~~table below~~sales ~~may~~of ~~from~~the ~~time~~shares toof ~~time~~our ~~offer~~common ~~and~~stock ~~sell~~being ~~under~~offered pursuant to this prospectus upon the occurrence of any orevent ~~all~~that ofmakes any statement in this prospectus or the ~~shares~~related ofregistration ~~common~~statement ~~stock~~untrue ~~described~~in ~~under~~any material respect or that requires the ~~column~~changing ~~“Shares~~ of ~~Common~~statements ~~Stock~~in ~~Being~~those ~~Offered”~~documents in ~~the~~order ~~table~~to ~~below~~make statements in those documents not misleading.

~~GHS~~The selling ~~will~~stockholder beidentified ~~deemed~~in the table below may from time to betime anoffer ~~underwriter~~and ~~within the~~sell ~~meaning~~under this prospectus any or all of the ~~Securities~~shares of ~~Act.~~common ~~Any~~stock ~~profits~~described ~~realized~~under bythe ~~such~~column ~~selling~~“Shares ~~stockholder~~of ~~may~~Common beStock ~~deemed~~Being toOffered” bein ~~underwriting~~the ~~commissions~~table below.

~~Information concerning the selling stockholder~~GHS ~~may~~will ~~change~~be ~~from~~deemed ~~time~~ to ~~time~~be ~~and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give~~ an ~~estimate~~underwriter ~~as to~~within the ~~number~~meaning of ~~shares~~the ofSecurities ~~common~~Act. ~~stock~~Any ~~that~~profits ~~will~~realized ~~actually be held~~ by ~~the~~such selling stockholder ~~upon termination of this offering, because the selling stockholders~~ may ~~offer some or all of the common stock under the offering contemplated by this prospectus or acquire additional~~be ~~shares~~deemed ofto ~~common stock. The total number of shares that may~~ be ~~sold,~~underwriting ~~hereunder, will not exceed the number of shares offered, hereby~~commissions. ~~Please read the section entitled “Plan of Distribution” in this prospectus.~~

~~The~~Information concerning ~~manner~~the inselling ~~which~~stockholder may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give an estimate as to the number of shares of common stock that will actually be held by the selling stockholder ~~acquired~~upon termination of this offering, because the selling stockholders may offer some or ~~will~~all of the common stock under the offering contemplated by this prospectus or acquire additional shares of ~~our~~ common stock. isThe ~~discussed~~total ~~below~~number ~~under~~of ~~“The~~shares ~~Offering~~that may be sold, hereunder, will not exceed the number of shares offered, hereby. Please read the section entitled “Plan of Distribution” in this prospectus.

The manner ~~following~~in ~~table~~which ~~sets forth~~ the ~~name of each~~ selling stockholder, ~~the~~acquired ~~number of shares of our common stock beneficially owned by such stockholder before this offering, the number of shares to be offered for such stockholder’s account and the number and (if one percent~~ or ~~more)~~will ~~the~~acquire ~~percentage of the class to be beneficially owned by such stockholder after completion of the offering. The number of~~ shares ~~owned are those beneficially owned, as determined under the rules~~ of ~~the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of~~ our common stock asis todiscussed ~~which~~below aunder ~~person~~“The has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days, through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such shares are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other personOffering. ~~Beneficial ownership percentages are calculated based on 8,450,615,922 shares of our common stock outstanding as of April 24, 2025.~~”

~~Unless~~The following ~~otherwise~~table ~~set~~sets forth ~~below, (a)~~ the ~~persons and~~name ~~entities~~of ~~named~~each inselling stockholder, the ~~table~~number ~~have~~of ~~sole~~shares ~~voting~~of ~~and~~our ~~sole~~common ~~investment~~stock ~~power~~beneficially ~~with~~owned ~~respect~~by tosuch stockholder before this offering, the number of shares ~~set~~to ~~forth~~be ~~opposite~~offered ~~the~~for ~~selling~~such stockholder’s account and the number and (if one ~~name,~~percent ~~subject~~or more) the percentage of the class to ~~community~~be ~~property~~beneficially ~~laws~~owned by such stockholder after completion of the offering. The number of shares owned are those beneficially owned, ~~where~~as ~~applicable~~determined under the rules of the SEC, and ~~(b)~~such noinformation ~~selling~~is ~~stockholder~~not ~~had~~necessarily indicative of beneficial ownership for any ~~position~~other purpose. Under such rules, ~~office~~beneficial orownership ~~other~~includes ~~material~~any shares of our common stock as to which ~~relationship~~a ~~within~~person has sole or shared voting power or investment power and any shares of common stock which the ~~past~~person ~~three~~has ~~years~~the right to acquire within 60 days, ~~with~~through usthe orexercise ~~with~~of any option, warrant or right, through conversion of ~~our~~any ~~predecessors~~security or ~~affiliates.~~pursuant ~~The~~to ~~number~~the automatic termination of ~~shares~~a power of ~~common~~attorney ~~stock~~or revocation of a trust, discretionary account or similar arrangement, and such shares are deemed ~~shown~~to asbe beneficially owned ~~before~~and outstanding for computing the ~~offering~~share isownership ~~based~~and onpercentage ~~information~~of ~~furnished~~the toperson usholding such options, warrants or ~~otherwise~~other ~~based~~rights, onbut ~~information~~are ~~available~~not ~~to us~~deemed atoutstanding for computing the ~~timing~~percentage of ~~the~~any ~~filing~~other ofperson. ~~the~~Beneficial ~~registration~~ownership ~~statement~~percentages are calculated based on 4,937,860 shares of ~~which~~our ~~this~~common ~~prospectus~~stock ~~forms~~outstanding aas ~~part~~of June 16, 2026.

	Shares Owned by the Selling Stockholders	Shares of Common Stock			Number of Shares to be Owned by Selling Stockholder After the Offering and Percent of Total Issued and Outstanding Shares
Name of Selling Stockholder	before the Offering (1)	Being Offered			# of Shares (2)		% of Class (2)
GHS Investments LLC (3)	0		4,000,000,000	(4)		0		0	%

Unless otherwise set forth below, (a) the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the selling stockholder’s name, subject to community property laws, where applicable, and (b) no selling stockholder had any position, office or other material relationship within the past three years, with us or with any of our predecessors or affiliates. The number of shares of common stock shown as beneficially owned before the offering is based on information furnished to us or otherwise based on information available to us at the timing of the filing of the registration statement of which this prospectus forms a part.

Notes:

	Shares Owned by the Selling Stockholders	Shares of Common Stock			Number of Shares to be Owned by Selling Stockholder After the Offering and Percent of Total Issued and Outstanding Shares
Name of Selling Stockholder	before the Offering (1)	Being Offered			# of Shares (2)		% of Class (2)

GHS Investments LLC (3)	0		2,000,000	(4)		0		0	%

(1)	Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options, warrants and convertible debentures currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding. The actual number of shares of common stock issuable upon the conversion of the convertible debentures is subject to adjustment depending on, among other factors, the future market price of our common stock, and could be materially less or more than the number estimated in the table.
(2)	Because the selling stockholders may offer and sell all or only some portion of the 4,000,000,000 shares of our common stock being offered pursuant to this prospectus and may acquire additional shares of our common stock in the future, we can only estimate the number and percentage of shares of our common stock that any of the selling stockholders will hold upon termination of the offering.
(3)	Mark Grober exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by GHS Investments LLC.
(4)	Consists of up to 4,000,000,000 shares of common stock to be sold by GHS pursuant to the Financing Agreement.

Notes:

(1)	Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options, warrants and convertible debentures currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding. The actual number of shares of common stock issuable upon the conversion of the convertible debentures is subject to adjustment depending on, among other factors, the future market price of our common stock, and could be materially less or more than the number estimated in the table.
(2)	Because the selling stockholders may offer and sell all or only some portion of the 2,000,000 shares of our common stock being offered pursuant to this prospectus and may acquire additional shares of our common stock in the future, we can only estimate the number and percentage of shares of our common stock that any of the selling stockholders will hold upon termination of the offering.
(3)	Mark Grober exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by GHS Investments LLC.
(4)	Consists of up to 2,000,000 shares of common stock to be sold by GHS pursuant to the Financing Agreement.

~~THE OFFERING~~21

~~On April 11, 2025, we entered into an Equity Financing~~THE Agreement (the “Financing Agreement”) with GHS Investments LLC (“GHS”). Although we are not mandated to sell shares under the Financing Agreement, the Financing Agreement gives us the option to sell to GHS, up to $10,000,000 worth of our common stock over the period ending twenty-four (24) months after the date this Registration Statement is deemed effective. The $10,000,000 was stated as the total amount of available funding in the Financing Agreement because this was the maximum amount that GHS agreed to offer us in funding. There is no assurance the market price of our common stock will increase in the future. The number of common shares that remain issuable may not be sufficient, dependent upon the share price, to allow us to access the full amount contemplated under the Financing Agreement. If the bid/ask spread remains the same, we will not be able to place a put for the full commitment under the Financing Agreement. Based on the lowest VWAP of our common stock during the ten (10) consecutive trading day period preceding April 24, 2025, of approximately $0.0002, the registration statement covers the offer and possible sale of $640,000 worth of our shares.OFFERING

On April 11, 2025, we entered into an Equity Financing Agreement (the “Financing Agreement”) with GHS Investments LLC (“GHS”). Although we are not mandated to sell shares under the Financing Agreement, the Financing Agreement gives us the option to sell to GHS, up to $10,000,000 worth of our common stock over the period ending twenty-four (24) months after the date this Registration Statement is deemed effective. The ~~purchase~~$10,000,000 ~~price~~was stated as the total amount of available funding in the Financing Agreement because this was the maximum amount that GHS agreed to offer us in funding. There is no assurance the market price of our common stock will increase in the future. The number of common shares that remain issuable may not be sufficient, dependent upon the share price, to allow us to access ~~set~~the atfull ~~eighty~~amount ~~percent~~contemplated ~~(80%)~~under ofthe Financing Agreement. If the ~~lowest~~bid/ask ~~average~~spread ~~daily~~remains ~~volume~~the ~~weighted~~same, ~~average~~we ~~trading~~will not be able to place a put for the full commitment under the Financing Agreement. Based on the lowest traded price of ~~the~~our common stock during the ten (10) ~~consecutive~~ consecutive trading day period ~~immediately~~ preceding ~~the~~June ~~date~~16, on2026, ~~which~~of ~~the~~approximately ~~Company~~$0.12, ~~delivers~~the aregistration ~~put~~statement ~~notice~~covers tothe ~~GHS.~~offer Inand ~~addition, there is~~possible ansale ~~ownership~~of ~~limit~~$192,000 ~~for~~worth ~~GHS~~ of 4our shares.~~99%.~~

~~GHS~~The purchase isprice ~~not~~of ~~permitted~~the tocommon ~~engage~~stock inwill ~~short~~be ~~sales involving~~set ~~our~~at ~~common~~eighty ~~stock~~percent ~~during~~(80%) ~~the term~~ of the ~~commitment~~lowest ~~period.~~trading Inprice ~~accordance with Regulation SHO, however, sales~~ of ~~our~~the common stock by ~~GHS~~during ~~after~~the ~~delivery~~ten (10) ofconsecutive atrading ~~put~~day ~~notice~~period ofimmediately ~~such~~preceding ~~number~~the ofdate ~~shares~~on ~~reasonably~~which ~~expected~~the toCompany bedelivers ~~purchased~~a byput notice to GHS. ~~under~~In aaddition, ~~put~~there is ~~will~~an ~~not~~ownership belimit ~~deemed a~~for ~~short~~GHS ~~sale~~of 4.99%.

InGHS is ~~addition,~~not wepermitted ~~must~~to ~~deliver~~engage in short sales involving our common stock during the ~~other~~term ~~required~~of the commitment period. In accordance with Regulation ~~documents~~SHO, ~~instruments~~however, ~~and~~sales ~~writings~~of ~~required.~~our common stock by GHS isafter ~~not~~delivery ~~required~~of a put notice of such number of shares reasonably expected to ~~purchase~~be ~~the~~purchased by GHS under a put ~~shares~~will ~~unless:~~not be deemed a short sale.

●In addition, ~~Our~~we ~~registration~~must ~~statement~~deliver ~~with respect to~~ the ~~resale~~other ofrequired ~~the~~documents, ~~shares~~instruments ~~of common stock delivered in connection with the applicable put shall have been declared effective; ● we shall have obtained all material permits~~ and ~~qualifications~~writings required. byGHS ~~any~~is ~~applicable~~not ~~state~~required ~~for~~to ~~the~~purchase ~~offer and sale of~~ the ~~registrable~~put ~~securities; and ● we shall have filed all requisite reports, notices, and other documents with the SEC in a timely manner.~~shares unless:

As● weOur ~~draw~~registration ~~down~~statement onwith ~~the~~respect ~~equity~~to ~~line~~the resale of ~~credit,~~ the shares of ~~our~~ common stock ~~will~~delivered bein ~~sold~~connection ~~into~~with the ~~market~~applicable byput ~~GHS.~~shall ~~The~~have ~~sale~~been ofdeclared ~~these~~effective; ~~shares~~● ~~could~~we ~~cause~~shall ~~our~~have ~~stock~~obtained ~~price~~all tomaterial ~~decline.~~permits ~~In turn, if our stock price declines~~ and wequalifications ~~issue~~required ~~more~~by ~~puts,~~any ~~more~~applicable ~~shares~~state ~~will~~for ~~come into~~ the ~~market,~~offer ~~which could cause a further drop in our stock price. You should be aware that there is an inverse relationship between the market price of our common stock~~ and ~~the~~sale ~~number~~ of ~~shares to be issued under~~ the ~~equity~~registrable ~~line~~securities; ofand ~~credit.~~● ~~If our stock price declines,~~ we ~~will~~shall ~~be required to issue a greater number of shares under the equity line of credit. We~~ have nofiled ~~obligation~~all torequisite ~~utilize~~reports, ~~the~~notices, ~~full~~and ~~amount~~other ~~available~~documents ~~under~~with the ~~equity~~SEC ~~line~~in ofa ~~credit~~timely manner.

~~Neither~~As we draw down on the ~~Financing~~equity ~~Agreement~~line ~~nor~~of ~~any~~credit, shares of our ~~rights~~ orcommon stock will be sold into the market by GHS’s. ~~rights~~The ~~thereunder~~sale ~~may~~of these shares could cause our stock price to decline. In turn, if our stock price declines and we issue more puts, more shares will come into the market, which could cause a further drop in our stock price. You should be ~~assigned~~aware that there is an inverse relationship between the market price of our common stock and the number of shares to ~~any~~be ~~other~~issued ~~person~~under the equity line of credit. If our stock price declines, we will be required to issue a greater number of shares under the equity line of credit. We have no obligation to utilize the full amount available under the equity line of credit.

22Neither the Financing Agreement nor any of our rights or GHS’s rights thereunder may be assigned to any other person.

~~Item 8. PLAN OF DISTRIBUTION~~22

~~Each of the selling stockholders named above and~~Item any of their pledgees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on OTC Markets or any other stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions8. ~~These~~ ~~sales~~PLAN ~~may~~OF be at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:DISTRIBUTION

●Each of ~~ordinary~~the ~~brokerage~~selling ~~transactions~~stockholders ~~and~~named ~~transactions~~above inand ~~which~~any ~~the~~of ~~broker-dealer~~their ~~solicits~~pledgees ~~purchasers;~~and ~~● block trades~~ successors-in ~~which the broker~~-~~dealer~~interest ~~will~~may, ~~attempt~~from time to time, sell ~~the~~any ~~shares~~or asall of ~~agent~~their ~~but~~shares ~~may~~of ~~position~~common ~~and~~stock ~~resell~~on aOTC ~~portion~~Markets ofor ~~the~~any ~~block~~other asstock ~~principal~~exchange, tomarket ~~facilitate~~or ~~the~~trading ~~transaction;~~facility ●on ~~purchases~~which bythe ashares ~~broker-dealer~~of asour ~~principal~~common stock ~~and~~are ~~resale~~traded byor ~~the~~in ~~broker-dealer~~private ~~for~~transactions. ~~its~~These ~~account;~~sales ●may ~~privately~~be ~~negotiated~~at ~~transactions;~~fixed ●prices ~~broker-dealers~~and ~~may~~prevailing ~~agree~~market ~~with~~prices at the ~~selling~~time ~~stockholders~~of tosale, ~~sell~~at varying aprices ~~specified~~or ~~number~~at ofnegotiated ~~such~~prices. ~~shares~~The atselling astockholders ~~stipulated~~may ~~price~~use ~~per~~any ~~share;~~one ●or amore ~~combination~~ of ~~any~~the ~~such~~following methods ofwhen ~~sale;~~selling orshares:

~~Broker-dealers~~● ~~engaged~~ordinary bybrokerage ~~the~~transactions ~~selling~~and ~~stockholders may~~transactions ~~arrange~~in ~~for~~which ~~other~~the ~~brokers~~broker-~~dealers~~dealer tosolicits ~~participate~~purchasers; in● ~~sales.~~block ~~Broker-dealers~~trades ~~may~~in ~~receive~~which ~~commissions or discounts from~~ the ~~selling~~broker-dealer ~~stockholders (or,~~will ifattempt ~~any~~to ~~broker-dealer~~sell ~~acts~~the shares as agent ~~for~~but ~~the~~may ~~purchaser~~position ofand ~~shares,~~resell ~~from~~a portion of the ~~purchaser)~~block inas ~~amounts~~principal to befacilitate ~~negotiated,~~the ~~but,~~transaction; ~~except~~● aspurchases ~~set forth~~by in a ~~supplement~~broker-dealer toas ~~this~~principal ~~prospectus,~~and inresale by the ~~case~~broker-dealer offor anits ~~agency~~account; ~~transaction~~● ~~not~~privately innegotiated ~~excess~~transactions; of● abroker-dealers ~~customary~~may ~~brokerage~~agree ~~commission in compliance~~ with ~~FINRA~~the ~~Rule~~selling ~~2440;~~stockholders ~~and~~to insell ~~the~~a ~~case~~specified number of such shares at a ~~principal~~stipulated ~~transaction~~price per share; ● a ~~markup~~combination orof ~~markdown~~any insuch ~~compliance~~methods ~~with~~of ~~FINRA~~sale; ~~IM-2440.~~or

~~GHS~~Broker-dealers engaged isby ~~an underwriter within~~ the ~~meaning~~selling ofstockholders ~~the Securities~~may ~~Act~~arrange offor ~~1933~~other ~~and any broker~~brokers-dealers orto ~~agents~~participate ~~that are involved~~ in ~~selling~~sales. ~~the~~Broker-dealers ~~shares~~ may bereceive ~~deemed to be “underwriters”~~commissions ~~within~~or ~~the~~discounts ~~meaning~~from of the ~~Securities~~selling ~~Act~~stockholders ~~of 1933 in connection with such sales. In such event~~(or, if any ~~commissions received by such~~ broker-~~dealers or~~dealer ~~agents~~acts ~~and~~as ~~any~~agent ~~profit~~for on the ~~resale~~purchaser of ~~the~~ shares, ~~purchased~~from bythe ~~them~~purchaser) ~~may~~in amounts ~~be deemed~~ to be ~~underwriting~~negotiated, ~~commissions~~but, orexcept ~~discounts~~as ~~under the~~set ~~Securities~~forth ~~Act~~in ofa ~~1933.~~supplement ~~GHS~~to ~~has~~this ~~informed us that it does not have any written or oral agreement or understanding~~prospectus, ~~directly~~in orthe ~~indirectly, with~~case ~~any~~of ~~person~~an toagency ~~distribute~~transaction ~~the~~not ~~common~~in ~~stock~~ excess of ~~our company. Pursuant to~~ a ~~requirement~~customary bybrokerage ~~FINRA, the maximum~~ commission orin ~~discount to~~compliance bewith ~~received by any~~ FINRA ~~member~~Rule or2440; ~~independent~~and ~~broker-dealer~~in ~~may~~the ~~not~~case ~~be greater than 8%~~ of ~~the~~a ~~gross~~principal ~~proceeds~~transaction ~~received~~a bymarkup usor ~~for the~~markdown ~~sale~~in ofcompliance ~~any~~with ~~securities~~FINRA ~~being registered pursuant to Rule 415 promulgated under the Securities Act of 1933~~IM-2440.

~~Discounts,~~GHS is ~~concessions,~~an ~~commissions~~underwriter within the meaning of the Securities Act of 1933 and ~~similar~~ any broker-dealers or agents that are involved in selling ~~expenses~~the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, ifany commissions received by such broker-dealers or agents and any, ~~attributable~~profit toon the ~~sale~~resale of the shares ~~will~~purchased by them may be ~~borne~~deemed byto be underwriting commissions or discounts under the ~~selling~~Securities ~~stockholder~~Act of 1933. ~~The~~GHS ~~selling~~has ~~stockholder~~informed ~~may~~us ~~agree to~~that ~~indemnify~~it does not have any ~~agent~~written or oral agreement or understanding, ~~dealer~~directly or indirectly, with any person to distribute the common stock of our company. Pursuant to a requirement by FINRA, the maximum commission or discount to be received by any FINRA member or independent broker-dealer may ~~that~~not ~~participates~~be ingreater ~~transactions~~than ~~involving~~8% ~~sales~~ of the ~~shares~~gross ifproceeds ~~liabilities~~received ~~are~~by ~~imposed on~~us ~~that~~for ~~person~~the sale of any securities being registered pursuant to Rule 415 promulgated under the Securities Act of 1933.

WeDiscounts, concessions, ~~are~~commissions ~~required~~and tosimilar ~~pay~~selling ~~certain fees and~~ expenses ~~incurred~~, byif usany, ~~incident~~attributable to the ~~registration~~sale of ~~the~~ shares ~~covered~~will bybe ~~this~~borne ~~prospectus.~~by ~~We have agreed to indemnify~~ the selling ~~stockholders~~stockholder. ~~against~~The ~~certain~~selling ~~losses,~~stockholder ~~claims,~~may ~~damages~~agree ~~and~~to ~~liabilities,~~indemnify ~~including~~any ~~liabilities~~agent, ~~under~~dealer, ~~the~~or ~~Securities~~broker-dealer ~~Act~~that ofparticipates ~~1933.~~in Wetransactions ~~will~~involving ~~not receive any~~sales ~~proceeds from the resale~~ of ~~any of~~ the shares ofif ~~our~~liabilities ~~common~~are ~~stock~~imposed byon ~~the~~that ~~selling~~person ~~stockholders. We may, however, receive proceeds from the sale of our common stock~~ under the ~~Financing~~Securities ~~Agreement~~Act ~~with GHS. Neither the Financing Agreement with GHS nor any rights~~ of ~~the parties under the Financing Agreement with GHS may be assigned or delegated to any other person~~1933.

We are ~~have~~required ~~entered~~to ~~into~~pay ancertain ~~agreement~~fees ~~with~~and ~~GHS~~expenses incurred by us incident to ~~keep~~ the registration of the shares covered by this prospectus. ~~effective~~We have ~~until~~agreed ~~GHS~~to ~~has~~indemnify ~~sold~~the ~~all~~selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933. We will not receive any proceeds from the ~~common~~resale of any of the shares ~~purchased~~of our common stock by itthe selling stockholders. We may, however, receive proceeds from the sale of our common stock under the Financing Agreement ~~and~~with ~~has~~GHS. noNeither ~~right~~the toFinancing ~~acquire~~Agreement ~~any~~with ~~additional~~GHS ~~shares~~nor any rights of ~~common~~the ~~stock~~parties under the Financing Agreement with GHS may be assigned or delegated to any other person.

~~The resale shares will be sold only through registered~~We orhave ~~licensed~~entered ~~brokers~~into oran ~~dealers~~agreement ifwith ~~required~~GHS ~~under~~to ~~applicable~~keep ~~state~~this ~~securities~~prospectus ~~laws.~~effective Inuntil ~~addition,~~GHS inhas ~~certain~~sold ~~states,~~all of the ~~resale~~common shares ~~may not~~purchased beby ~~sold~~it under ~~unless~~the ~~they~~Financing ~~have~~Agreement ~~been~~and ~~registered~~has orno ~~qualified~~right ~~for~~to ~~sale~~acquire inany ~~the~~additional ~~applicable~~shares ~~state~~of orcommon anstock ~~exemption~~under ~~from~~ the ~~registration~~Financing ~~or qualification requirement is available and is complied with~~Agreement.

~~Under applicable rules and regulations under the~~The ~~Securities Exchange Act of 1934, any person engaged in the distribution of the~~ resale shares ~~may~~will ~~not~~be ~~simultaneously~~sold ~~engage~~only inthrough ~~market~~registered ~~making activities~~or ~~with~~licensed ~~respect~~brokers toor ~~the~~dealers ~~common~~if ~~stock~~required ~~for~~under ~~the~~ applicable ~~restricted~~state ~~period,~~securities ~~as defined in Regulation M, prior to the commencement of the distribution~~laws. In addition, ~~the~~in ~~selling~~certain ~~stockholders~~states, ~~will be subject to applicable provisions of~~ the ~~Securities~~resale ~~Exchange~~shares ~~Act~~may ~~of 1934~~not ~~and~~be ~~the~~sold ~~rules~~unless ~~and~~they ~~regulations~~have ~~thereunder,~~been ~~including~~registered ~~Regulation~~or M,qualified ~~which~~for ~~may~~sale ~~limit~~in the ~~timing~~applicable state ofor ~~purchases~~an ~~and~~exemption ~~sales~~from ~~of shares of~~ the ~~common~~registration ~~stock by the selling stockholders~~ or ~~any~~qualification ~~other~~requirement ~~person.~~is ~~We will make copies of this prospectus~~ available toand ~~the~~is ~~selling~~complied ~~stockholders~~with.

23Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders.

~~Item 9. DESCRIPTION OF SECURITIES TO BE REGISTERED~~23

~~General~~Item 9. DESCRIPTION OF SECURITIES TO BE REGISTERED

We are authorized to issue 15,990,000,000 shares of common stock, par value $0.001, of which 8,450,615,922 shares are issued and outstanding as of April 24, 2025. Each holder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of Directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. There is no provision in our Articles of Incorporation or By-laws that would delay, defer, or prevent a change in control of our Company.General

~~Dividends~~We are authorized to issue 25,990,000,000 shares of common stock, par value $0.001, of which 4,937,860 shares are issued and outstanding as of June 16, 2026. Each holder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of Directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. There is no provision in our Articles of Incorporation or By-laws that would delay, defer, or prevent a change in control of our Company.

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.Dividends

~~Warrants~~We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and ~~Options~~depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

~~Currently, there are no warrants or options outstanding;~~Warrants ~~nor~~and ~~are there any other equity or debt securities convertible into common stock other than disclosed in the “Convertible Note” paragraph above.~~Options

~~Nevada~~Currently, there ~~Anti-Takeover~~are ~~Laws~~no warrants or options outstanding; nor are there any other equity or debt securities convertible into common stock other than disclosed in the “Convertible Note” paragraph above.

~~As a~~ Nevada ~~corporation, we are subject to certain~~ ~~anti~~Anti-~~takeover~~Takeover provisions that apply to public corporations under Nevada law. Pursuant to Section 607.0901 of the Nevada Business Corporation Act, or the Nevada Act, a publicly held Nevada corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an interested shareholder without the approval of the holders of two-thirds of the voting shares of the corporation (excluding shares held by the interested shareholder), unless:Laws

●As a ~~the~~Nevada ~~transaction~~corporation, iswe ~~approved~~are bysubject ato ~~majority~~certain ofanti-takeover ~~disinterested~~provisions ~~directors~~that ~~before~~apply ~~the~~to ~~shareholder~~public ~~becomes~~corporations anunder ~~interested~~Nevada ~~shareholder;~~law. ●Pursuant to ~~the~~Section ~~interested~~607.0901 ~~shareholder~~of ~~has~~the ~~owned~~Nevada atBusiness ~~least~~Corporation ~~80%~~Act, ofor the ~~corporation’s~~Nevada ~~outstanding~~Act, ~~voting~~a ~~shares~~publicly ~~for~~held atNevada ~~least~~corporation ~~five~~may ~~years~~not ~~preceding~~engage ~~the~~in ~~announcement~~a broad ~~date~~range of ~~any~~business ~~such~~combinations ~~business~~or ~~combination;~~other ●extraordinary ~~the~~corporate transactions with an interested shareholder iswithout the ~~beneficial owner~~ approval of atthe ~~least~~holders ~~90%~~of two-thirds of the ~~outstanding~~ voting shares of the corporation, ~~exclusive~~(excluding of shares ~~acquired~~held ~~directly from the corporation in a transaction not approved~~ by ~~a majority of~~ the ~~disinterested~~interested ~~directors;~~shareholder), ~~or ● the consideration paid to the holders of the corporation’s voting stock is at least equal to certain fair price criteria.~~unless:

An● ~~interested~~the ~~shareholder~~transaction is ~~defined~~approved asby a ~~person who,~~majority ~~together~~of ~~with~~disinterested ~~affiliates~~directors ~~and~~before ~~associates,~~the ~~beneficially~~shareholder ~~owns~~becomes ~~more~~an ~~than~~interested 10shareholder; ● the interested shareholder has owned at least 80% of athe corporation’s outstanding voting shares. Wefor ~~have not~~at ~~made~~least anfive ~~election~~years preceding the announcement date of any such business combination; ● the interested shareholder is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in ~~our~~a ~~amended~~transaction ~~Articles~~not approved by a majority of ~~Incorporation~~the disinterested directors; or ● the consideration paid to ~~opt~~the ~~out~~holders of ~~Section~~the ~~607~~corporation’s voting stock is at least equal to certain fair price criteria.~~0901.~~

~~In addition, we are subject to Section 607.0902~~An ofinterested ~~the~~shareholder ~~Nevada~~is ~~Act~~defined ~~which~~as ~~prohibits the voting of shares in~~ a ~~publicly~~person ~~held~~who, ~~Nevada~~together ~~corporation~~with ~~that~~affiliates ~~are~~and ~~acquired in a control share acquisition unless (i) our board of directors approved such acquisition prior to its consummation or (ii) after such acquisition~~associates, inbeneficially ~~lieu~~owns ofmore ~~prior approval~~than by10% ~~our board~~ of ~~directors, the holders of~~ a ~~majority of the~~ corporation’s ~~voting shares, exclusive of shares owned by officers~~ ofoutstanding ~~the corporation, employee directors or the acquiring party, approve the granting of~~ voting ~~rights as to the~~ shares ~~acquired in the control share acquisition~~. AWe ~~control~~have ~~share~~not ~~acquisition~~made ~~is defined as~~ an ~~acquisition~~election ~~that~~in ~~immediately~~our ~~thereafter~~amended ~~entitles~~Articles ~~the~~of ~~acquiring party~~Incorporation to ~~20%~~opt orout ~~more~~ of ~~the~~Section ~~total voting power in an election of directors~~607.0901.

24In addition, we are subject to Section 607.0902 of the Nevada Act which prohibits the voting of shares in a publicly held Nevada corporation that are acquired in a control share acquisition unless (i) our board of directors approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior approval by our board of directors, the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election of directors.

~~Penny Stock Considerations~~24

~~Our shares will be “penny stocks”~~Penny asStock that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00 per share. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.Considerations

InOur shares ~~addition~~will be “penny stocks” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00 per share. Thus, ~~under~~our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is ~~required~~otherwise ~~to:~~exempt.

~~● Deliver~~In addition, ~~prior~~under ~~to any transaction involving a penny stock, a disclosure schedule prepared by~~ the ~~Securities and Exchange Commission relating to the~~ penny stock ~~market~~regulations, ~~unless~~ the broker-dealer ~~or the transaction~~ is ~~otherwise~~required ~~exempt; ● Disclose commissions payable~~ to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; ● Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value, and information regarding the limited market in penny stocks; and ● Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.:

~~Because~~● ~~of these regulations~~Deliver, ~~broker-dealers~~prior ~~may encounter difficulties in their attempt~~ to ~~sell~~any ~~shares~~transaction ofinvolving ~~our~~a ~~common~~penny stock, ~~which~~a ~~may~~disclosure ~~affect~~schedule ~~the~~prepared ~~ability~~by ofthe ~~selling~~Securities ~~shareholders~~and orExchange ~~other holders~~Commission relating to ~~sell their shares in~~ the ~~secondary~~penny stock market, ~~and~~unless ~~have~~the broker-dealer or the ~~effect~~transaction ofis ~~reducing~~otherwise ~~the~~exempt; ~~level~~● ofDisclose ~~trading~~commissions ~~activity~~payable into the ~~secondary~~broker-dealer ~~market. These~~and ~~additional~~our ~~sales~~registered ~~practice~~representatives and ~~disclosure~~current ~~requirements~~bid ~~could~~and ~~impede~~offer quotations for the ~~sale~~securities; of● ~~our~~Send ~~securities,~~monthly ifstatements ~~our~~disclosing ~~securities~~recent ~~become~~price ~~publicly traded.~~information Inpertaining ~~addition,~~to the ~~liquidity~~penny ~~for~~stock ~~our~~held ~~securities~~in ~~may~~a becustomer’s ~~decreased~~account, ~~with~~the aaccount’s ~~corresponding~~value, ~~decrease~~and ininformation regarding the ~~price~~limited ofmarket ~~our~~in ~~securities. Our~~penny ~~shares~~stocks; inand ~~all~~● ~~probability~~Make ~~will~~a bespecial ~~subject~~written todetermination ~~such~~that the penny stock ~~rules~~is a suitable investment for the purchaser and ~~our~~receive ~~shareholders~~the ~~will,~~purchaser’s inwritten ~~all~~agreement ~~likelihood,~~to ~~find~~the ittransaction, ~~difficult~~ prior to ~~sell~~conducting ~~their~~any ~~securities~~penny stock transaction in the customer’s account.

~~Item~~Because of 10these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market. ~~INTERESTS~~These OFadditional ~~NAMED~~sales ~~EXPERTS~~practice ~~AND~~and ~~COUNSEL~~disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

~~Except as disclosed herein, no expert or counsel~~Item named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or its subsidiary10. ~~Nor~~INTERESTS ~~was~~OF ~~any~~NAMED ~~such~~EXPERTS ~~person~~AND ~~connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.~~COUNSEL

~~The~~Except as ~~financial~~disclosed ~~statements~~herein, ofno ~~the~~expert ~~Company~~or ascounsel ~~of December~~named ~~31,~~in ~~2024,~~this ~~and~~prospectus ~~2023,~~as ~~have~~having ~~been~~prepared ~~included~~or ~~herein~~certified inany ~~reliance~~part ~~on the report~~ of ~~Prager~~this ~~Metis~~prospectus ~~CPAs~~or ~~LLC,~~having given an ~~independent~~opinion ~~registered~~upon ~~public accounting~~the ~~firm~~validity ~~and~~of the ~~report~~securities isbeing ~~given~~registered onor ~~the~~upon ~~authority~~other oflegal ~~that~~matters ~~firm as experts~~ in ~~auditing~~connection ~~and~~with ~~accounting.~~the ~~The~~registration or ~~legal~~offering ~~opinion~~of ~~rendered by~~the ~~Brunson~~common ~~Chandler~~stock &was ~~Jones,~~employed ~~PLLC,~~on ~~regarding~~a ~~our~~contingency ~~common~~basis ~~stock~~or ~~registered~~had, inor ~~the~~is ~~registration~~to ~~statement~~receive, ofin ~~which~~connection ~~this~~with ~~prospectus~~the is offering, a ~~part~~substantial interest, isdirectly asor ~~set~~indirectly, ~~forth~~ in ~~its~~the ~~opinion~~registrant ~~letter~~or ~~included~~its insubsidiary. ~~this~~Nor ~~prospectus.~~was ~~The~~any ~~address~~such ofperson ~~Brunson~~connected ~~Chandler~~with &the ~~Jones,~~registrant ~~PLLC,~~or isany ~~Walker~~of ~~Center~~its parents, ~~175~~subsidiaries S.as ~~Main~~a ~~Street~~promoter, ~~14th~~managing ~~Floor,~~or ~~Salt~~principal ~~Lake~~underwriter, ~~City~~voting trustee, ~~Utah~~director, ~~84111~~officer or employee.

~~Item~~The ~~11.~~financial ~~INFORMATION~~statements ~~WITH~~of ~~RESPECT~~the TOCompany as ~~THE~~of ~~REGISTRANT~~December 31, 2025, and 2024, and for the years then ended, included in this registration statement, have been audited by Prager Metis CPAs, LLC, independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this registration statement, and are included in reliance on the report of such firm given upon their authority as experts in auditing and accounting.

~~DESCRIPTION~~The OFlegal ~~BUSINESS~~opinion rendered by Brunson Chandler & Jones, PLLC, regarding our common stock registered in the registration statement of which this prospectus is a part, is as set forth in its opinion letter included in this prospectus. The address of Brunson Chandler & Jones, PLLC, is Walker Center, 175 S. Main Street, 14th Floor, Salt Lake City, Utah, 84111.

~~ORGANIZATION~~Item 11. INFORMATION WITH RESPECT TO THE REGISTRANT

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

25ORGANIZATION

~~Our~~Ozop ~~corporate~~Energy ~~website~~Solutions, isInc. ~~located~~(the” atCompany,” ~~http://ozopenergy.com~~“we,” ~~and~~“us” ~~the~~or ~~contents~~“our”) ofwas ~~our~~originally ~~website~~incorporated as ~~are~~Newmarkt ~~expressly~~Corp. ~~not~~on ~~incorporated~~July ~~herein~~17, 2015, under the laws of the State of Nevada.

OnOur ~~July~~corporate ~~10,~~website ~~2020,~~is ~~the~~located ~~Company~~at ~~entered into a Stock Purchase Agreement (the “SPA”) with Power Conversion Technologies, Inc~~http://ozopenergy.com, a ~~Pennsylvania corporation (“PCTI”),~~ and ~~Catherine Chis (“Chis”), PCTI’s Chief Executive Officer (“CEO”) and its sole shareholder. Under~~ the ~~terms~~contents of ~~the~~our ~~SPA,~~website ~~the~~are ~~Company~~expressly ~~acquired~~not ~~one~~incorporated thousand (1,000) shares of PCTI, which represents all of the outstanding shares of PCTI, from Chis in exchange for the issuance of 47,500 shares of the Company’s Series C Preferred Stock, 18,667 shares of the Company’s Series D Preferred Stock, and 500 shares of the Company’s Series E Preferred Stock to Chisherein.

On ~~December~~July 1110, 2020, the Company ~~formed~~entered ~~Ozop~~into ~~Energy~~a ~~Systems~~Stock Purchase Agreement (the “SPA”) with Power Conversion Technologies, Inc., a Pennsylvania corporation (“~~OES~~PCTI”), aand ~~Nevada~~Catherine ~~corporation~~Chis (“Chis”), PCTI’s Chief Executive Officer (“CEO”) and aits ~~wholly~~sole ~~owned~~shareholder. ~~subsidiary~~Under the terms of the SPA, the Company acquired one thousand (1,000) shares of PCTI, which represents all of the outstanding shares of PCTI, from Chis in exchange for the issuance of 47,500 shares of the Company.’s ~~OES~~Series ~~was~~C ~~formed~~Preferred Stock, to18,667 beshares aof ~~manufacturer~~the Company’s Series D Preferred Stock, and ~~distributor~~500 shares of ~~renewable~~the ~~energy~~Company’s ~~products~~Series E Preferred Stock to Chis.

On ~~August~~October 1929, ~~2021~~2020, the Company formed a new wholly owned subsidiary, Ozop ~~Capital~~Surgical ~~Partners~~Name Change Subsidiary, Inc., a Nevada corporation (“~~Ozop~~Merger ~~Capital~~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, aInc.” ~~Delaware~~That ~~corporation~~same day the Company entered into an Agreement and aPlan ~~wholly~~of ~~owned~~Merger ~~subsidiary~~(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., ~~Brian~~which ~~Conway~~were ~~was~~stamped ~~appointed~~effective as of November 3, 2020. As permitted by the Section 92.A.180 of the Nevada Revised Statutes, the sole ~~officer~~purpose and ~~director~~effect of ~~Ozop~~the ~~Capital~~filing ~~and~~of ~~has~~Articles ~~voting~~of ~~control~~Merger was to change the name of the Company from Ozop ~~Capital~~ Surgical Corp to “Ozop Energy Solutions, Inc.”

On ~~October~~December 2911, ~~2021~~2020, EVthe ~~Insurance~~ Company formed Ozop Energy Systems, Inc. (“~~EVCO~~OES”), ~~was formed as~~ a ~~captive~~Nevada ~~insurance~~corporation ~~company~~and ~~in the State of Delaware. EVCO is~~ a wholly owned subsidiary of ~~Ozop~~the ~~Capital~~Company. OnOES ~~January~~was 7,formed ~~2022,~~to ~~EVCO~~be ~~filed~~a ~~with~~manufacturer ~~New~~and ~~Castle~~distributor ~~County,~~of ~~Delaware~~renewable ~~DBA~~energy ~~OZOP Plus~~products.

On ~~February~~August 2519, ~~2022~~2021, the Company formed Ozop ~~Engineering~~Capital ~~and Design~~Partners, Inc. (“~~OED~~Ozop Capital”), a ~~Nevada~~Delaware corporation, asand a wholly owned ~~subsidiary~~ subsidiary of the Company. ~~OED~~Brian Conway was ~~formed~~appointed toas 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~~sole ~~for~~officer ~~lighting, solar~~ and ~~electrical~~director ~~design projects. OED will provide customers systems to coordinate the understanding~~ of ~~electrical usage~~Ozop ~~with~~Capital ~~the relationship between lighting design~~ and ~~lighting~~has ~~controls,~~voting bycontrol ~~developing~~of ~~more efficient ecofriendly designs. We work~~Ozop ~~with architects, engineers, facility managers, electrical contractors and engineers~~Capital.

On ~~May~~October 529, ~~2023~~2021, ~~the~~EV ~~Board~~Insurance ~~of Directors of the~~ Company, ~~approved~~Inc. ~~to amend the Company’s Articles of Incorporation~~ (~~the~~ “~~Amendment~~EVCO”) to ~~increase~~was ~~the~~formed ~~authorized~~as ~~capital~~a ~~stock~~captive ofinsurance ~~the~~company ~~Company~~in tothe ~~7,000,000,000~~State ~~shares,~~ of ~~which 6,990,000,000 shall be authorized as common~~Delaware. ~~shares~~EVCO ~~and~~is ~~10,000,000~~a ~~shall~~wholly beowned ~~authorized~~subsidiary asof ~~preferred~~Ozop ~~shares~~Capital. ~~The~~On ~~Company~~January ~~filed~~7, ~~the~~2022, ~~Amendment~~EVCO filed with ~~the~~New ~~State~~Castle ofCounty, ~~Nevada~~Delaware onDBA ~~June~~OZOP ~~23, 2023~~Plus.

On ~~June~~February 425, ~~2024~~2022, the ~~Board~~Company offormed ~~Directors~~Ozop Engineering and Design, Inc. (“OED”) a Nevada corporation, as a wholly owned subsidiary of the Company. ~~approved~~OED was formed to ~~amend~~become ~~the~~a ~~Company’s~~premier ~~Articles~~engineering ofand ~~Incorporation~~lighting ~~(the~~control ~~“2024~~design firm. OED offers product and design support ~~Amendment”)~~for tolighting ~~increase~~and ~~the~~solar ~~authorized~~projects ~~capital~~with ~~stock~~a offocus ~~the~~on ~~Company~~fast tolead ~~9,000,000,000~~times ~~shares,~~and oftechnical ~~which~~support. ~~8,990,000,000~~OED ~~shall~~and beour ~~authorized~~partners are able to offer the resources asneeded ~~common~~for ~~shares~~lighting, solar and ~~10,000,000~~electrical ~~shall~~design beprojects. ~~authorized~~OED aswill ~~preferred~~provide ~~shares.~~customers ~~The~~systems ~~Company~~to ~~filed~~coordinate the ~~2024~~understanding ~~Amendment~~of electrical usage with the ~~State~~relationship ofbetween ~~Nevada~~lighting design and lighting controls, by developing more efficient ecofriendly designs. We work onwith ~~July~~architects, 22engineers, ~~2024~~facility managers, electrical contractors and engineers.

On ~~June~~May 115, ~~2024~~2023, the ~~Company~~Board ~~formed~~of ~~Automated~~Directors ~~Room Controls, Inc. (“ARC”) a Nevada corporation, as a wholly owned subsidiary~~ of the Company. ~~ARC~~approved ~~was created~~ to ~~address~~amend ~~a significant need in~~ the ~~lighting controls industry. ARC~~Company’s ~~personnel~~Articles ~~has~~of ~~extensive experience~~Incorporation in(the ~~lighting~~“Amendment”) to ~~controls~~increase ~~since~~the ~~2012,~~authorized ~~bringing~~capital ~~together~~stock ITof ~~specialists~~the ~~and~~Company ~~lighting~~to ~~control~~7,000,000,000 ~~experts.~~shares, Weof ~~believe~~which ~~that~~6,990,000,000 ~~easy~~shall ~~deployment and~~be ~~creative~~authorized ~~applications~~as ~~can~~common shares ~~transform~~and ~~lighting~~10,000,000 ~~controls~~shall ~~into~~be ~~essential~~authorized ~~tools~~as ~~for~~preferred ~~enhancing the utility and ambiance of any space~~shares. The Company’s ~~mission~~filed isthe toAmendment ~~deliver~~with ~~cutting-edge~~the ~~technology~~State ~~that~~of ~~simplifies~~Nevada ~~complex~~on ~~control~~June ~~needs~~23, ~~ensuring seamless integration and exceptional performance~~2023.

On ~~March~~June 4, ~~2025~~2024, the Board of Directors of the Company approved to amend the Company’s Articles of Incorporation (the “~~2025~~2024 Amendment”) to increase the authorized capital stock of the Company to 169,000,000,000 shares, of which 158,990,000,000 shall be ~~authorized~~ authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the ~~2025~~2024 Amendment with the State of Nevada on ~~April~~July 1022, ~~2025~~2024.

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

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.26

On ~~September~~March 14, ~~2022~~2025, the ~~BOD~~Board of Directors of the Company ~~authorized~~approved to amend the ~~filing~~Company’s Articles of aIncorporation ~~Chapter~~(the 7“2025 Amendment”) ~~proceeding~~to ~~which~~increase ~~meets~~the authorized capital stock of the ~~definition~~Company to 16,000,000,000 shares, of awhich ~~discontinued~~15,990,000,000 shall be ~~operation.~~authorized ~~Accordingly,~~as ~~the~~common ~~operating~~shares ~~results~~and of10,000,000 ~~PCTI~~shall ~~are~~be ~~reported~~authorized as apreferred ~~loss~~shares. ~~from~~The ~~discontinued~~Company ~~operations~~filed in the ~~accompanying~~2025 ~~consolidated financial~~Amendment ~~statements~~with ~~for~~ the ~~years~~State of ~~ended~~Nevada ~~December~~on ~~31,~~April ~~2024~~10, ~~and 2023~~2025.

~~Business~~On May 21, 2025, the Board of Directors ~~Overview~~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.

~~Ozop~~On January 16, 2026, the Company filed ~~Energy~~a ~~Systems~~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. 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.

~~OES~~Discontinued 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.Operations

~~Equipment~~In ~~Distributor:~~accordance Inwith ~~April~~ASC ~~2021~~205-20 Presentation of Financial Statements: Discontinued Operations, ~~the~~a ~~Company~~disposal ~~signed~~of a ~~five-year~~component ~~lease~~of ~~(beginning~~an ~~June~~entity or 1,a ~~2021)~~group of ~~approximately~~components ~~8,100~~of SFan inentity ~~California, for~~is ~~office~~required ~~and~~to ~~warehouse~~be ~~space~~reported toas ~~support~~discontinued operations if the ~~sales~~disposal ~~and~~represents ~~distribution~~a ofstrategic ~~our~~shift that ~~west~~has ~~coast~~(or ~~operations.~~will Onhave) ~~February~~a ~~22,~~major ~~2023,~~effect ~~with~~on an ~~effective date~~entity’s ofoperations ~~March~~and 1,financial ~~2023,~~results when the ~~Company~~components ~~entered~~of ~~into~~an aentity ~~Sublease~~meet ~~for~~the criteria ain ~~Single~~paragraph ~~Subleasee~~205-20-45-10. ~~Agreement~~In (the ~~“Sublease”)~~period ~~with~~in which the ~~landlord and~~component ameets ~~third~~held-for-sale ~~party~~or ~~for~~discontinued operations criteria the major ~~office~~current ~~and~~assets, ~~warehouse~~other inassets, ~~Carlsbad~~current ~~California.~~liabilities, ~~Pursuant~~and tononcurrent ~~the~~liabilities ~~Sublease~~shall ~~agreement,~~be ~~the~~reported ~~third~~as ~~party~~components ~~will~~of betotal ~~responsible~~assets and ~~for~~liabilities ~~all~~separate from those balances of the ~~Company’s~~continuing ~~lease~~operations. ~~obligations~~At ~~through~~the ~~May~~same 31time, ~~2026,~~ the ~~lease~~results ~~termination~~of ~~date.~~all ~~The~~discontinued ~~Company~~operations, less ~~and~~applicable ~~the~~income ~~subleasee~~taxes ~~have agreed~~(benefit), toshall ~~work~~be ~~together~~reported ~~regarding~~as ~~any~~components ~~existing~~of ~~Company~~net ~~inventory~~income in(loss) separate from the ~~facility~~net income (loss) of continuing operations.

~~Modular~~On ~~Energy~~September ~~Distribution~~1, ~~System:~~2022, ~~The~~the ~~NeoVolt™~~BOD ~~System~~of ~~comprises~~the Company authorized the ~~design~~filing ~~engineering,~~of ~~installation,~~a ~~and~~Chapter ~~operational methodologies~~7 asproceeding ~~well~~which asmeets the ~~financial~~definition ~~arbitrage~~ of ~~how~~a wediscontinued operation. ~~produce~~Accordingly, ~~capture~~the ~~and~~operating ~~distribute~~results ~~electrical~~of ~~energy~~PCTI ~~for~~are ~~the~~reported EVas ~~markets.~~income ~~Our NeoVoltTM System offers~~ (1loss) ~~charging~~from ~~locations~~discontinued ~~that~~operations ~~can~~in bethe ~~installed~~accompanying consolidated ~~with~~financial ~~reduced~~statements ~~delays,~~for ~~restricted~~the ~~areas~~years orended ~~load limits~~December ~~and~~31, ~~(2)~~2025 EVand ~~charger~~2024, ~~electricity~~and ~~that~~for isthe ~~produced~~three ~~from~~months ~~renewable~~ended ~~sources~~March ~~claiming~~31, ~~little~~2026 toand ~~no carbon footprint~~2025.

~~The~~Business 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.Overview

26Ozop Energy Systems

~~OZOP~~OES ~~Plus~~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.

~~Ozop~~Equipment ~~Plus~~Distributor: ~~markets~~In ~~vehicle~~April ~~service~~2021, ~~contracts~~the ~~(VSC’s”)~~Company ~~for~~signed ~~electric~~a ~~vehicles~~five-year lease (~~EV’s)~~beginning ~~that~~June ~~offer~~1, ~~consumers~~2021) toof beapproximately ~~able~~8,100 toSF ~~purchase~~in California, ~~additional~~for ~~months~~office and ~~miles~~warehouse ~~above~~space ~~the manufacturer’s warranty and~~ to ~~also~~support ~~bring~~the ~~added~~sales ~~value~~and todistribution EVof ~~owners by utilizing~~ our ~~partnerships and~~west ~~strengths~~coast ~~in the energy market to offer unique and innovative services~~operations. ~~EVCO~~On ~~has~~February ~~agreements~~22, 2023, with ~~others~~an ~~whereby the battery premium~~effective ~~associated~~date ~~with~~of ~~any~~March EV1, ~~VSC~~2023, ~~will~~the beCompany ~~ceded~~entered tointo ~~EVCO.~~a ~~OZOP~~Sublease ~~Plus~~for ~~markets~~a ~~vehicle~~Single ~~service~~Subleasee ~~contracts~~Agreement (the “~~VSC’s~~Sublease”) ~~for~~with ~~electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above~~ the ~~manufacturer’s warranty~~landlord and toa ~~also~~third ~~bring~~party ~~added~~for ~~value~~the tooffice ~~EV owners by utilizing our partnerships~~ and ~~strengths~~warehouse in ~~the~~Carlsbad ~~energy~~California. ~~market~~Pursuant to ~~offer unique and innovative services. Among EV owners’ concerns are~~ the EVSublease ~~battery repair and replacement costs~~agreement, ~~range anxiety, environmental responsibilities, roadside assistance, and~~ the ~~accelerated~~third ~~wear~~party onwill ~~additional~~be ~~components~~responsible for ~~that~~all EVof ~~vehicles experience. Management believes that~~ the ~~OZOP Plus marketed VSC~~Company’s ~~will~~lease ~~give~~obligations ~~“peace~~through ofMay ~~mind” to the EV buyer. On October 23~~31, ~~2024~~2026, ~~Ozop Capital Partners, Inc. entered into an agreement with Empire Auto Protect (“Empire”). Under~~ the ~~agreement,~~lease ~~Empire~~termination ~~will white label Royal Administration’s Fully Charged VSC, to be marketed as Empire Plus~~date. ~~OZOP Plus will be ceded the battery premium portion of all of the Empire Plus VSC’s contracted.~~

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

~~OED~~The ~~was~~Company ~~formed~~has todeveloped ~~become~~ a ~~premier~~business ~~engineering~~plan ~~and~~for ~~lighting~~NeoVolt™, ~~control~~a ~~design~~scalable ~~firm.~~battery ~~OED~~storage ~~offers~~solution ~~product~~that ~~and~~aims ~~design~~to ~~support~~relieve ~~for~~the ~~lighting~~stress ~~and~~on ~~solar~~existing ~~projects~~grid ~~with~~infrastructure aby ~~focus~~providing ondistributed ~~fast~~energy ~~lead~~storage. ~~times~~With ~~and~~the ~~technical~~first ~~support.~~stage ~~OED~~of ~~and~~engineered ~~our~~technical ~~partners~~drawings ~~are~~completed, ~~able~~we are advancing to ~~offer~~stage ~~the~~two ~~resources~~and ~~needed~~preparing ~~for~~to ~~lighting, solar~~construct ~~and~~the ~~electrical~~initial ~~design~~prototype ~~projects.~~or ~~OED~~proof ~~provides~~of ~~its’~~concept ~~customers~~(PoC). ~~systems~~NeoVolt™ tois ~~coordinate~~designed ~~the~~with ~~understanding~~advanced features, ofincluding ~~electrical~~automatic ~~usage~~adoption ~~with the~~of ~~relationship~~connected ~~between~~devices ~~lighting~~and ~~design~~dynamic ~~and~~load ~~lighting~~balancing ~~controls,~~through bya ~~developing~~master-slave ~~more~~configuration. ~~efficient~~These ~~ecofriendly~~capabilities enable ~~designs~~NeoVolt™ byto ~~working~~seamlessly integrate with ~~architects, engineers,~~and ~~facility~~manage ~~managers,~~energy ~~electrical~~flows ~~contractors~~across ~~and~~multiple ~~engineers~~devices. ~~OED~~Furthermore, ~~specializes~~the inPoC ~~lighting~~is ~~commissioning~~contingent upon ~~services.~~recent Onadvancements ~~September 27,~~in ~~2024,~~EV ~~OED~~charging ~~signed~~and andischarging ~~agreement~~standardizations, ~~with~~including ~~Leviton~~on-board ~~Manufacturing~~inverters ~~Co,~~and ~~Inc.,~~bi-directional capabilities, to ~~serve~~ensure ascompatibility aand ~~field~~efficiency ~~service~~in ~~technician~~both ~~for~~residential ~~their~~and ~~advanced~~commercial ~~lighting control systems~~applications.

~~Automated Room Controls (ARC)~~27

~~ARC~~OZOP 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.Plus

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

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

~~Competition~~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.

WeAutomated ~~compete~~Room ~~with~~Controls many companies in the various application segments including larger, more established companies with substantial capabilities, personnel and financial resources. Many of our competitors have a larger presence in global markets.(ARC)

~~Employees~~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.

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

27The Company markets its products through its websites as well as attending industry-specific trade shows. Additionally, OZOP Plus markets the EV VSC in conjunction with Royal Administration Services, Inc. (“Royal”) through Royal’s agents and the Company also will begin marketing the product through various third-party websites and portals for additional direct to consumer marketing to EV owners.

~~Legal Proceedings~~Competition

We ~~were~~compete ~~involved~~with asmany acompanies ~~plaintiff~~ in ~~a Complaint filed in~~ the ~~SUPERIOR~~various ~~COURT~~application OFsegments ~~THE~~including ~~STATE OF CALIFORNIA FOR THE COUNTY OF SAN DIEGO NORTH COUNTY (the “Complaint”) on November 14~~larger, ~~2022.~~more ~~The~~established ~~Complaint~~companies ~~alleges that former employees would place an order from a customer for purchase of product from OZOP~~ with ~~funds~~substantial ~~the exact source of which is presently unknown. OZOP alleges that next~~capabilities, ~~the~~personnel ~~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 tofinancial ~~the~~resources. ~~detriment~~Many of ~~OZOP,~~our ~~their~~competitors ~~employer~~have ata 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,~~presence ~~thus~~in ~~further~~global ~~wrongfully enriching themselves to the detriment of their employer, OZOP~~markets. ~~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.Employees

~~Other~~As ~~than~~of the ~~above~~date of this filing, wethe ~~know~~Company ofemploys no1 ~~legal~~full ~~proceedings~~time toand ~~which~~3 wepart-time ~~are~~employees. aOzop ~~party~~also orhas tocontracts ~~which~~with ~~any~~various ofindependent contractors ~~our~~and ~~property~~consultants isto ~~the~~fulfil ~~subject~~additional needs, ~~which~~including ~~are~~accounting, ~~pending~~investor relations, business development, permitting, and ~~threatened~~other orcorporate ~~contemplated~~functions, orand ~~any~~may ~~unsatisfied~~increase ~~judgments~~staff ~~against~~further ~~the~~as ~~Company~~we expand activities and bring new projects online.

~~Other Information~~28

~~None.~~Legal Proceedings

~~MARKET~~We ~~PRICE~~were involved as a plaintiff in a Complaint filed in the SUPERIOR COURT OF THE ~~REGISTRANT~~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’Ss ~~COMMON~~customers ~~EQUITY~~at ~~AND~~a ~~RELATED~~price ~~STOCKHOLDER~~marked ~~MATTERS~~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.

~~Common~~On ~~Stock~~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.

~~Our~~Other ~~common~~than ~~stock is currently quoted on~~ the ~~OTC~~above, ~~Market’s~~we ~~OTCQB~~know ~~Venture~~of ~~Marketplace~~no ~~(“OTCQB”)~~legal ~~under~~proceedings ~~the~~to ~~symbol~~which ~~“OZSC”. The~~we ~~following~~are ~~table~~a ~~sets~~party ~~forth~~or ~~for~~to ~~the~~which ~~periods~~any ~~indicated the high and low traded price per share~~ of our ~~common~~property ~~stock~~is ~~as reported on~~ the ~~OTCQB.~~ ~~The following quotations reflect inter-dealer prices~~subject, ~~without~~which ~~retail~~are ~~mark-up~~pending, threatened ~~mark-down~~or contemplated or ~~commission,~~any ~~and~~unsatisfied ~~may~~judgments ~~not~~against ~~represent~~the ~~actual transactions:~~Company.

~~OTC~~Other ~~Markets Group Inc. OTCQB (1)~~Information

		High $				Low $
April 1, 2024- April 1, 2025			0.0022				0.0001

None.

~~(1)~~MARKET ~~Over-the-counter~~PRICE ~~market~~OF ~~quotations~~THE ~~reflect~~REGISTRANT’S ~~inter-dealer~~COMMON ~~prices~~EQUITY ~~without~~AND ~~retail~~RELATED ~~mark-up,~~STOCKHOLDER ~~mark-down or commission, and may not represent actual transactions.~~MATTERS

~~Holders~~Common ~~of Record~~Stock

AsOur ofcommon ~~December~~stock ~~31,~~is ~~2024,~~currently wequoted ~~had~~on 72the ~~holders~~OTC ofMarket’s ~~record~~OTCQB ofVenture ~~our~~Marketplace ~~common~~(“OTCQB”) ~~stock.~~under the symbol “OZSC”. The ~~actual~~following ~~number~~table ofsets ~~stockholders~~forth isfor ~~greater~~the ~~than~~periods ~~this~~indicated ~~number~~ the high and low traded price per share of ~~record~~our ~~holders~~common ~~and~~stock ~~includes~~as ~~stockholders~~reported ~~who~~on ~~are~~the OTCQB. ~~beneficial~~The ~~owners~~following ~~but~~quotations ~~whose~~reflect ~~shares~~inter-dealer ~~are~~prices, ~~held~~without inretail ~~street~~mark-up, ~~name~~mark-down byor ~~brokers~~commission, and ~~other~~may ~~nominees.~~not represent actual transactions:

28OTC Markets Group Inc. OTCQB (1)

Dividends

High

Low

June 1, 2025- June 1, 2026

1.50

0.06

We(1) ~~have~~Over-the-counter ~~never~~market ~~declared~~quotations orreflect ~~paid~~inter-dealer ~~cash~~prices ~~dividends~~without onretail ~~our~~mark-up, ~~common~~mark-down ~~stock.~~or Wecommission, ~~currently intend to retain all available funds~~ and ~~any~~may ~~future earnings for use in the operation of our business and do~~ not ~~anticipate paying any dividends on our common stock in the foreseeable future, if~~represent atactual ~~all~~transactions. ~~Any~~Prices ~~future~~prior ~~determination~~ to ~~declare~~January ~~dividends will be made at the discretion of our board of directors and will depend on our financial condition~~21, ~~results of operations~~2026, ~~capital~~have ~~requirements,~~been ~~general~~retroactively ~~business~~restated ~~conditions~~for ~~and~~five ~~other~~thousand-for-one ~~factors~~share ~~that our board of directors~~consolidation ~~may~~on ~~deem~~January ~~relevant~~21, 2026.

~~MANAGEMENT’S~~Holders ~~DISCUSSION~~of ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~Record

~~The~~As ~~following is management’s discussion and analysis~~ of ~~certain~~December ~~significant~~31, ~~factors that have affected our financial position and operating results during the periods included in the accompanying unaudited consolidated financial statements~~2025, aswe ~~well~~had as75 ~~information relating~~holders toof ~~the~~record ~~plans~~ of our ~~current~~common ~~management~~stock. ~~This~~The ~~report~~actual ~~includes~~number ~~forward-looking~~of ~~statements.~~stockholders ~~Generally,~~is ~~the~~greater ~~words~~than ~~“believes,”~~this number ~~“anticipates,”~~of ~~“may,”~~record ~~“will,”~~holders ~~“should,” “expect,” “intend,” “estimate,” “continue,”~~ and ~~similar~~includes ~~expressions~~stockholders orwho ~~the negative thereof or comparable terminology~~ are ~~intended~~beneficial toowners ~~identify~~but ~~forward-looking statements.~~whose ~~Such~~shares ~~statements~~ are ~~subject~~held ~~to certain risks and uncertainties, including the matters set forth~~ in ~~this~~street ~~report~~name orby ~~other~~brokers ~~reports or documents we file with the Securities~~ and ~~Exchange~~other ~~Commission from time to time, which could cause actual results or outcomes to differ materially from those projected~~nominees. ~~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.Dividends

~~Although~~We ~~the~~have ~~Company~~never ~~believes~~declared ~~that~~or ~~the~~paid ~~expectations~~cash ~~reflected~~dividends inon ~~the~~our ~~forward-looking~~common ~~statements~~stock. ~~are~~We ~~reasonable,~~currently ~~the~~intend ~~Company~~to ~~cannot~~retain ~~guarantee~~all available funds and any future earnings ~~results,~~for ~~levels~~use in the operation of ~~activity,~~our ~~performance~~business and do not anticipate paying any dividends on our common stock in the foreseeable future, orif at ~~achievements~~all. ~~Except~~Any asfuture ~~required~~determination byto ~~applicable~~declare ~~law,~~dividends ~~including~~will be made at the ~~securities~~discretion ~~laws~~of our board of ~~the~~directors and will depend on our ~~United~~financial ~~States~~condition, ~~the~~results ~~Company~~of ~~does~~operations, ~~not~~capital ~~intend~~requirements, togeneral ~~update~~business ~~any~~conditions ofand ~~the~~other ~~forward-looking~~factors ~~statements~~that toour ~~conform~~board ~~these~~of ~~statements~~directors may todeem ~~actual results~~relevant.

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.29

~~The~~MANAGEMENT’S ~~following~~DISCUSSION ~~discussion~~AND ~~should~~ANALYSIS beOF ~~read~~FINANCIAL inCONDITION ~~conjunction~~AND ~~with~~RESULTS ~~our~~OF ~~unaudited consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q.~~OPERATION

~~THE~~The ~~COMPANY~~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.

~~Ozop~~While ~~Energy~~our ~~Solutions,~~financial ~~Inc.~~statements (are presented on the ~~“Company,”~~basis “that we,” ~~“us”~~are ora ~~“our”)~~going ~~was~~concern, ~~originally~~which ~~incorporated as~~contemplates ~~Newmarkt~~the ~~Corp.~~realization onof ~~July~~assets ~~17,~~and ~~2015,~~the satisfaction ~~under~~of liabilities in the ~~laws~~normal course of ~~the~~business ~~State~~over a reasonable length of ~~Nevada~~time, our auditors have raised a substantial doubt about our ability to continue as a going concern.

OnAlthough ~~October 29, 2020,~~ the Company ~~formed~~believes athat ~~new wholly owned subsidiary, Ozop Surgical Name Change Subsidiary, Inc., a Nevada corporation (“Merger Sub”). The Merger Sub was formed under~~ the ~~Nevada~~expectations ~~Revised~~reflected ~~Statutes~~in ~~for~~ the ~~sole~~forward-looking ~~purpose~~statements ~~and~~are ~~effect of changing the Company’s name to “Ozop Energy Solutions~~reasonable, ~~Inc.” That same day~~ the Company ~~entered~~cannot ~~into~~guarantee ~~an Agreement and Plan of Merger~~future ~~(the~~results, ~~“Merger~~levels ~~Agreement”) with the Merger Sub and filed Articles~~ of ~~Merger (the “Articles of Merger”) with the Nevada Secretary of State~~activity, ~~merging the Merger Sub into the Company~~performance, ~~which~~or ~~were~~achievements. ~~stamped~~Except ~~effective~~ as ofrequired ~~November~~by 3applicable law, ~~2020.~~including ~~As permitted by~~ the ~~Section~~securities ~~92.A.180~~laws of the United ~~Nevada Revised Statutes~~States, the ~~sole~~Company ~~purpose~~does ~~and~~not ~~effect~~intend ~~of the filing of Articles of Merger was~~ to ~~change the~~update ~~name~~any of the ~~Company~~forward-looking ~~from~~statements ~~Ozop~~to ~~Surgical~~conform ~~Corp~~these statements to ~~“Ozop~~actual ~~Energy Solutions, Inc~~results.”

29Our 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.

OnThe ~~December~~following ~~11,~~discussion ~~2020,~~should ~~the~~be ~~Company~~read ~~formed~~in ~~Ozop~~conjunction ~~Energy~~with ~~Systems,~~our ~~Inc.~~unaudited ~~(“OES”),~~consolidated afinancial ~~Nevada~~statements ~~corporation~~ and ~~a wholly owned subsidiary of~~ the ~~Company.~~related ~~OES~~notes ~~was~~that ~~formed~~appear elsewhere toin bethis aQuarterly ~~manufacturer~~Report ~~and~~on ~~distributor~~Form ~~of renewable energy products~~10-Q.

OnTHE 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.COMPANY

OnOzop ~~October~~Energy 29Solutions, ~~2021,~~Inc. EV(the ~~Insurance~~ “Company,” ~~Inc.~~“we,” (“~~EVCO~~us” or “our”) was ~~formed~~originally incorporated as aNewmarkt ~~captive insurance company in the State of Delaware~~Corp. ~~EVCO~~ ison aJuly ~~wholly owned subsidiary of Ozop Capital. On January 7~~17, ~~2022~~2015, ~~EVCO~~under ~~filed~~the ~~with~~laws ~~New~~of ~~Castle~~the ~~County,~~State ~~Delaware~~of ~~DBA OZOP Plus~~Nevada.

On ~~February~~October 2529, ~~2022~~2020, the Company formed a new wholly owned subsidiary, Ozop ~~Engineering~~Surgical ~~and~~Name ~~Design~~Change Subsidiary, Inc., a Nevada corporation (“~~OED~~Merger Sub”). aThe ~~Nevada~~Merger ~~corporation,~~Sub aswas aformed ~~wholly~~under ~~owned~~the ~~subsidiary of~~Nevada ~~the~~Revised ~~Company.~~Statutes ~~OED~~for ~~was~~the ~~formed~~sole topurpose ~~become~~and aeffect ~~premier~~of ~~engineering~~changing ~~and~~the Company’s ~~lighting~~name ~~control~~to ~~design~~“Ozop ~~firm~~Energy Solutions, Inc.” ~~OED~~That ~~offers~~same ~~product~~day ~~and~~the ~~design~~Company ~~support for~~entered ~~lighting~~into an Agreement and ~~solar~~Plan ~~projects~~of ~~with~~Merger (the a“Merger ~~focus~~Agreement”) onwith ~~fast~~the ~~lead~~Merger ~~times~~Sub and ~~technical~~filed ~~support.~~Articles ~~OED~~of ~~and~~Merger ~~our~~(the ~~partners~~“Articles ~~are~~of ~~able~~Merger”) towith ~~offer~~ the ~~resources~~ ~~needed~~Nevada ~~for~~Secretary ~~lighting~~of State, ~~solar~~merging ~~and~~the ~~electrical~~Merger ~~design~~Sub ~~projects.~~into ~~OED~~the ~~will~~Company, ~~provide~~which ~~customers~~were ~~systems~~stamped toeffective ~~coordinate~~as ~~the~~of ~~understanding~~November of3, ~~electrical~~2020. As permitted ~~usage~~by ~~with~~the Section 92.A.180 of the ~~relationship~~Nevada ~~between~~Revised ~~lighting~~Statutes, ~~design~~the sole purpose and ~~lighting~~effect ~~controls,~~of bythe ~~developing~~filing ~~more~~of ~~efficient~~Articles ~~ecofriendly~~of ~~designs.~~Merger Wewas ~~work~~to change ~~with~~the ~~architects,~~name ~~engineers,~~of ~~facility~~the ~~managers,~~Company ~~electrical~~from ~~contractors~~Ozop ~~and~~Surgical ~~engineers~~Corp to “Ozop Energy Solutions, Inc.”

~~OES~~On ~~operates~~December in11, 2020, the ~~renewable,~~Company ~~electric~~formed ~~vehicle~~Ozop Energy Systems, Inc. (“EVOES”), ~~energy~~a ~~storage~~Nevada corporation and ~~energy~~a ~~resiliency~~wholly ~~sectors.~~owned Wesubsidiary of ~~are~~the ~~engaged~~Company. inOES ~~multiple business~~was ~~lines~~formed ~~that~~to ~~include~~be ~~project~~a ~~development~~manufacturer asand ~~well~~distributor asof ~~equipment~~renewable ~~distribution~~energy products.

~~Equipment~~On ~~Distributor:~~August In19, ~~April~~ 2021, the Company ~~signed~~formed aOzop ~~five-year~~Capital ~~lease (beginning June 1~~Partners, ~~2021) of approximately 8,100 SF in California, for office and warehouse space to support the sales and distribution of our west coast operations~~Inc. ~~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~~Ozop Capital”), ~~with the landlord and~~ a ~~third~~Delaware ~~party~~corporation ~~for the office~~ and ~~warehouse~~a inwholly ~~Carlsbad California. Pursuant to the Sublease agreement, the third party will be responsible~~owned ~~for~~subsidiary ~~all~~ of the Company’s. ~~lease~~Brian ~~obligations~~Conway ~~through~~was ~~May~~appointed ~~31,~~as ~~2026,~~ the ~~lease~~sole ~~termination~~officer ~~date. The Company~~ and ~~the~~director ~~subleasee~~of ~~have agreed~~Ozop toCapital ~~work~~and ~~together~~has ~~regarding~~voting ~~any~~control ~~existing~~of ~~Company inventory in the facility~~Ozop Capital.

~~Modular~~On ~~Energy~~October ~~Distribution~~29, ~~System:~~2021, ~~The~~EV ~~NeoVolt™~~Insurance ~~System comprises the design engineering~~Company, ~~installation,~~Inc. ~~and~~(“EVCO”) ~~operational methodologies~~was asformed ~~well~~ as ~~the~~a ~~financial~~captive ~~arbitrage~~insurance ofcompany ~~how~~in ~~we produce, capture and distribute electrical energy for~~ the EVState ~~markets.~~of ~~Our~~Delaware. ~~NeoVoltTM~~EVCO ~~System~~is ~~offers~~a ~~(1)~~wholly ~~charging~~owned ~~locations~~subsidiary ~~that~~of ~~can~~Ozop beCapital. ~~installed~~On ~~with~~January ~~reduced~~7, ~~delays~~2022, ~~restricted~~EVCO ~~areas~~filed orwith ~~load limits~~New ~~and~~Castle ~~(2)~~County, EVDelaware ~~charger~~DBA ~~electricity~~OZOP ~~that is produced from renewable sources claiming little to no carbon footprint~~Plus.

~~The~~On ~~Company~~February ~~has~~25, ~~developed~~2022, athe ~~business~~Company ~~plan~~formed ~~for~~Ozop ~~NeoVolt™,~~Engineering aand ~~scalable~~Design, ~~battery~~Inc. ~~storage~~(“OED”) ~~solution~~a ~~that~~Nevada ~~aims~~corporation, toas ~~relieve~~a ~~the~~wholly ~~stress~~owned ~~on existing~~subsidiary ~~grid~~of ~~infrastructure~~the byCompany. ~~providing~~OED ~~distributed~~was ~~energy~~formed ~~storage.~~to ~~With~~become ~~the~~a ~~first~~premier ~~stage~~engineering ofand ~~engineered~~lighting ~~technical~~control ~~drawings~~design ~~completed,~~firm. weOED ~~are advancing~~offers toproduct ~~stage two~~ and ~~preparing~~design tosupport for ~~construct~~lighting ~~the~~and ~~initial~~solar ~~prototype~~projects orwith ~~proof~~a offocus ~~concept~~on ~~(PoC).~~fast ~~NeoVolt™~~lead istimes ~~designed~~and ~~with~~technical ~~advanced features,~~support. ~~including~~OED ~~automatic adoption of connected devices~~ and ~~dynamic~~our ~~load~~partners ~~balancing~~are ~~through~~able ato ~~master-slave~~offer ~~configuration.~~the ~~These capabilities~~resources ~~enable~~needed ~~NeoVolt™~~for tolighting, ~~seamlessly~~solar ~~integrate~~and ~~with~~electrical ~~and~~design ~~manage~~projects. ~~energy~~OED ~~flows~~will ~~across~~provide ~~multiple~~customers ~~devices.~~systems ~~Furthermore,~~to coordinate the ~~PoC~~understanding isof ~~contingent~~electrical ~~upon~~usage ~~recent~~with ~~advancements~~the inrelationship EVbetween ~~charging~~lighting design and ~~discharging~~lighting ~~standardizations~~controls, ~~including~~by ~~on-board~~developing ~~inverters~~more ~~and~~efficient ~~bi-directional~~ecofriendly ~~capabilities, to~~designs. ~~ensure~~We ~~compatibility~~work with ~~and~~architects, ~~efficiency~~engineers, infacility ~~both~~managers, ~~residential~~electrical contractors and ~~commercial applications~~engineers.

30On June 11, 2024, the Company formed Automated Room Controls, Inc. (“ARC”) a Nevada corporation, as a wholly owned subsidiary of the Company. ARC was created to address a significant need in the lighting controls industry. ARC’s personnel has extensive experience in lighting controls since 2012, bringing together IT specialists and lighting control experts. We believe that easy deployment and creative applications can transform lighting controls into essential tools for enhancing the utility and ambiance of any space. The Company’s mission is to deliver cutting-edge technology that simplifies complex control needs, ensuring seamless integration and exceptional performance.

~~OED~~OES ~~specializes~~operates in ~~lighting~~the ~~commissioning~~renewable, ~~services.~~electric Onvehicle ~~September 27~~(“EV”), ~~2024,~~energy ~~OED~~storage ~~signed~~and anenergy ~~agreement~~resiliency ~~with~~sectors. ~~Leviton~~We ~~Manufacturing~~are ~~Co,~~engaged ~~Inc.,~~in tomultiple ~~serve~~business aslines athat ~~field~~include ~~service~~project ~~technician~~development ~~for~~as ~~their~~well ~~advanced~~as ~~lighting~~equipment ~~control systems~~distribution.

~~Ozop~~Equipment ~~Plus~~Distributor: ~~markets~~In ~~vehicle~~April ~~service~~2021, ~~contracts~~the ~~(VSC’s”)~~Company ~~for~~signed ~~electric~~a ~~vehicles~~five-year lease (~~EV’s)~~beginning ~~that~~June ~~offer~~1, ~~consumers~~2021) toof beapproximately ~~able~~8,100 toSF ~~purchase~~in California, ~~additional~~for ~~months~~office and ~~miles~~warehouse ~~above~~space ~~the manufacturer’s warranty and~~ to ~~also~~support ~~bring~~the ~~added~~sales ~~value~~and todistribution EVof ~~owners by utilizing~~ our ~~partnerships and~~west ~~strengths~~coast ~~in the energy market to offer unique and innovative services~~operations. ~~Among~~On EVFebruary ~~owners’~~22, ~~concerns~~2023, ~~are~~with ~~the~~an ~~EV battery repair~~effective ~~and~~date ~~replacement~~of ~~costs,~~March ~~range anxiety~~1, ~~environmental responsibilities~~2023, ~~roadside assistance, and~~ the ~~accelerated~~Company ~~wear~~entered oninto ~~additional~~a ~~components that~~Sublease EVfor ~~vehicles~~a ~~experience.~~Single ~~Management~~Subleasee ~~believes~~Agreement ~~that~~ (the ~~Ozop Plus marketed VSC’s will give~~ “~~peace of mind~~Sublease”) towith the landlord EVand ~~buyer.~~a Onthird ~~October~~party ~~23,~~for ~~2024,~~the ~~Ozop~~office ~~Capital~~and ~~Partners,~~warehouse ~~Inc.~~in ~~entered~~Carlsbad ~~into~~California. anPursuant ~~agreement~~to ~~with~~the ~~Empire~~Sublease ~~Auto~~agreement, ~~Protect (“Empire”). Under~~ the ~~agreement,~~third ~~Empire~~party will ~~white label Royal Administration’s Fully Charged VSC, to~~ be ~~marketed as Empire Plus. OZOP Plus~~responsible ~~will~~for beall ~~ceded~~of the ~~battery~~Company’s ~~premium~~lease ~~portion~~obligations ofthrough ~~all~~May of31, 2026, the ~~Empire~~lease ~~Plus~~termination ~~VSC’s contracted~~date.

~~ARC~~Modular ~~has~~Energy ~~developed~~Distribution ~~products~~System: toThe beNeoVolt™ anSystem ~~advanced~~comprises ~~lighting~~the ~~controls~~design ~~system~~engineering, ~~intricately~~installation, ~~engineered to integrate sophisticated wired~~ and ~~wireless~~operational ~~technologies.~~methodologies Atas ~~its~~well ~~core,~~as itthe ~~employs~~financial aarbitrage ~~hybrid~~of ~~network~~how ~~topology~~we ~~that~~produce, ~~facilitates~~capture ~~both resilient wired connections~~ and ~~flexible~~distribute ~~wireless communications,~~electrical ~~making~~energy ~~it suitable~~ for ~~complex~~the ~~infrastructural~~EV ~~environments~~markets. ~~The system is equipped with an array of sensors and control~~Our ~~nodes,~~NeoVoltTM ~~enabling~~System ~~precise~~offers ~~light~~(1) ~~management~~charging ~~and~~locations ~~energy~~that ~~usage~~can ~~monitoring.~~be ~~With~~installed ~~support for protocols such as DALI and Zigbee, alongside the capability for seamless integration~~ with ~~IoT~~reduced ~~platforms~~delays, ~~ARC~~restricted ~~offers~~areas aor ~~comprehensive~~load limits ~~solution~~and ~~for~~(2) ~~intricate~~EV ~~lighting~~charger ~~networks.~~electricity ~~This~~that ~~system~~ is ~~designed~~produced ~~not~~from ~~just~~renewable ~~for~~sources ~~control~~claiming ~~and~~little ~~efficiency, but also for adaptability~~ to ~~diverse~~no ~~architectural~~carbon ~~and electrical layouts, embodying a technical solution for advanced, energy-conscious lighting management~~footprint.

~~Discontinued~~The ~~Operations~~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.

OnOED ~~September~~specializes 1,in ~~2022,~~lighting ~~the~~commissioning ~~BOD~~services. ofOn ~~the~~September ~~Company~~27, ~~authorized~~2024, ~~the~~OED ~~filing~~signed ofan aagreement ~~Chapter~~with 7Leviton ~~proceedings~~Manufacturing ~~which~~Co, ~~meets the definition of a discontinued operation~~Inc. ~~Accordingly~~, ~~the~~to serve ~~operating results of PCTI are reported~~ as ~~income~~a ~~from~~field ~~discontinued~~service ~~operations~~technician ~~in the accompanying consolidated financial statements~~ for ~~the~~their ~~years~~advanced ~~ended~~lighting ~~December~~control ~~31, 2024, and 2023~~systems.

~~Results~~Ozop ofPlus ~~Operations~~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 ~~years~~manufacturer’s ~~ended~~warranty ~~December~~and 31to 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, ~~2024~~range anxiety, environmental responsibilities, roadside assistance, and ~~2023:~~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.

~~Revenue~~31

~~For~~ARC ~~the~~has ~~year~~developed ~~ended~~products ~~December~~to ~~31,~~be ~~2024~~an advanced lighting controls system, ~~the~~intricately ~~Company~~engineered ~~generated~~to ~~revenue~~integrate ofsophisticated ~~$1,342,653~~wired ~~compared~~and towireless technologies. $4At its core,~~760,705~~ ~~for~~it ~~the~~employs ~~year~~a ~~ended~~hybrid ~~December~~network ~~31,~~topology that facilitates both resilient wired connections and flexible wireless ~~2023~~communications, making it suitable for complex infrastructural environments. ~~Revenues~~The ~~from~~system ~~Ozop~~is ~~Energy~~equipped ~~Systems~~with an array of sensors and control nodes, ~~Inc~~enabling precise light management and energy usage monitoring. ~~(“OES”)~~With ~~are~~support ~~classified~~for protocols such as ~~sourced~~DALI and ~~distributed~~Zigbee, ~~products~~alongside the capability for seamless integration with IoT platforms, ARC offers a comprehensive solution for intricate lighting networks. ~~Ozop~~This ~~Engineering~~system is designed not just for control and ~~Design~~efficiency, ~~(“OED”)~~but ~~revenues~~also ~~are~~for ~~classified~~adaptability asto ~~design~~diverse architectural and ~~installation.~~electrical ~~Sales~~layouts, ~~are~~embodying a ~~summarized~~technical assolution ~~follows:~~for advanced, energy-conscious lighting management.

	Year ended December 31,
	2024		2023
Sourced and distributed products	$	1,042,022	$	4,544,855
Design and installation		300,631		215,850
Total	$	1,342,653	$	4,760,705

Discontinued Operations

~~Sales~~On ~~for~~September ~~the year ended December 31~~1, ~~2024~~2022, ~~included~~the ~~$728,640,~~BOD ~~pursuant~~of to the ~~YHS~~Company ~~Settlement.~~authorized ~~Excluding~~the ~~this,~~filing ~~sales~~ of ~~sourced~~a ~~and~~Chapter ~~distributed products~~7 ~~(solar~~proceedings ~~product)~~which ~~were~~meets ~~significantly lower for~~ the ~~year~~definition ~~ended~~of ~~December~~a ~~31,~~discontinued operation. ~~2024~~Accordingly, ~~compared to December 31, 2023. The Company believes~~ the ~~lower~~operating ~~revenues~~results ~~were~~of ~~due~~PCTI toare ~~higher~~reported ~~interest rates affecting homeowners’ ability and desire for residential rooftop solar installations~~ as ~~well~~income as(loss) ~~competitors~~from ~~lowering~~discontinued ~~their~~operations ~~selling~~in ~~prices to try to capture a part of~~ the ~~lower demand. These factors also resulted in our~~accompanying ~~customers~~consolidated ~~having~~financial ~~excess~~statements ~~inventory on hand. Design and installation revenues increased~~ for the ~~year~~years ended December 31, ~~2024,~~2025 ~~compared to~~and ~~December 31~~2024, ~~2023,~~and asfor the ~~Company~~three ~~received~~months ~~additional~~ended ~~and~~March ~~larger~~31, ~~installation~~2026, and ~~jobs~~2025.

Results of Operations for the three months ended March 31, 2026, and 2025:

~~Cost of sales~~Revenue

For the ~~years~~three months ended ~~December~~March 31, ~~2024~~2026, ~~and 2023,~~ the Company ~~recognized~~generated revenue of $156,~~187,180~~053 ~~and~~compared to $542,~~367~~257 for the three months ended March 31,~~636~~ 2025. Revenues from Ozop Energy Systems, ~~respectively~~Inc. (“OES”) and Automated Room Controls, ofInc. ~~cost~~(“ARC”) ofare ~~sales~~classified as sourced and distributed products. Ozop Engineering and Design (“OED”) revenues are classified as design and installation. Sales are summarized as follows:

	Year ended December 31,
	Three months ended March 31,
	2024		2023
	2026		2025
Sourced and distributed products	$	~~945,931~~315	$	3,~~871,658~~024
Design and installation		~~107~~55,~~224~~738		-39,233
Inventory write down		134,025		1,495,978
Total	$	56,053	$	42,257
	$	1,187,180	$	5,367,636

~~During~~Design ~~the~~and ~~years~~installation ~~ended~~revenues ~~December~~increased ~~31,~~for ~~2024,~~the ~~and~~three ~~2023,~~months ~~the~~ended ~~Company~~March ~~reviewed~~31, ~~its~~2026, ~~inventory~~compared ~~valuation~~ to ~~determine if~~ the ~~historical~~three ~~cost~~months ofended ~~its solar~~March ~~panels was less than their net realizable value. Management also considers~~31, ~~if applicable~~2025, ~~other factors, including known trends,~~as ~~market~~OED ~~conditions,~~received ~~and~~more ~~other~~jobs ~~such~~in ~~issues.~~the ~~Based on~~ current ~~market~~year ~~conditions~~period ~~related~~compared to ~~solar panels including but not limited to reduced selling prices in~~ the ~~industry~~prior ~~and~~year ~~the~~quarter. ~~abundance~~Sales of ~~inventory~~sourced ~~supply~~and indistributed ~~the~~products ~~market, management determined that the net realizable value~~(ARC ofand ~~certain~~OES) ofwere ~~the Company’s inventory required a~~ lower offor ~~cost~~the orthree ~~market~~months ~~adjustment~~ended ofMarch ~~$134~~31,~~025~~ ~~and $1~~2026,~~495,978,~~ ~~respectively,~~compared ~~(the “Inventory Adjustment”)~~ to the ~~historical~~three ~~cost~~months ofended ~~inventory~~March ~~purchased~~31, 2025.

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

Cost of sales and Gross profit

For the ~~year~~three months ended ~~December~~March 31, ~~2024~~2026, ~~the~~and ~~increase~~2025, ~~in gross margin compared to~~ the ~~year~~Company ~~ended~~recognized ~~December~~$45,659 31and $32,768, ~~2023~~respectively, isof acost ~~result~~ of ~~lower inventory write down~~sales.

Operating expenses

	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

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

Three Months ended

March 31,

2026

2025

Gross margin

18.5

22.4

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

~~Effective~~The ~~January~~gross 1,margin ~~2022,~~on ~~the~~design ~~Company~~and ~~entered~~installation ~~into~~was an22.4% ~~employment~~for ~~agreement~~the ~~with~~three ~~Mr.~~months ~~Conway.~~ended ~~Pursuant~~March to31, ~~the agreement~~2026, ~~Mr.~~compared ~~Conway~~to ~~receives~~23.3% ~~annual compensation~~for ~~of $240,000 from~~ the ~~Company~~three ~~and~~months ~~will~~ended March ~~also~~31, be2025. ~~eligible~~The toCompany ~~receive~~recognized ~~bonuses~~a ~~and~~gross ~~equity~~margin ~~grants~~on atsolar ~~the~~products ~~discretion~~(OES) of ~~the BOD~~11. ~~The~~9% ~~Company~~for ~~also~~the ~~agreed~~three tomonths ~~compensate~~ended ~~Mr.~~March ~~Conway~~31, ~~for~~2025, ~~services~~and there ~~provided~~were ~~directly~~no tosales ~~any~~and ofgross ~~the~~margin ~~Company’s~~for ~~subsidiaries. Currently,~~ the ~~subsidiaries~~three ofmonths ~~Ozop~~ended ~~Capital,~~March ~~OES and OED~~31, ~~each compensates Mr~~2026. ~~Conway $20,000 per month.~~

~~Travel~~Operating expenses ~~decreased for the year ended December 31, 2024, compared to the year ended December 31, 2023, as the Company had lower travel expenses related to Systems.~~

~~Termination~~Total ~~costs~~operating ofexpenses ~~$1,755,082~~ for the ~~year~~three months ended ~~December~~March 31, ~~2023~~2026, ~~was~~and a2025, ~~result~~were of$671,802 ~~storage fees for goods that remained at a third-party warehouse~~ and ~~purchase order termination fees charged by the Company’s solar panel supplier~~$940,318 ~~all~~respectively. ofThe ~~which~~operating ~~was in connection with an early~~expenses ~~termination~~were ofcomprised ~~vendor agreement.~~of:

	Three months ended March 31,
	2026		2025
Management fees, related parties	$	240,000	$	240,000
Salaries, taxes and benefits		29,441		228,090
Stock compensation expense		48,000		-
Travel expenses		1,683		23,399
Professional and consulting fees		223,815		229,175
Advertising and marketing		2,487		27,740
Building, rent and office expense		39,621		34,426
Research and development costs		142		24,668
Insurance		30,598		62,882
General and administrative, Other		56,015		69,938
Total	$	671,802	$	940,318

~~Salaries,~~Effective ~~taxes~~January 1, ~~and~~2022, ~~benefits~~the ~~decreased~~Company ~~for~~entered ~~the~~into ~~year~~an ~~ended~~employment ~~December~~agreement ~~31,~~with ~~2024,~~Mr. ~~compared~~Conway. Pursuant to ~~December~~the 31agreement, ~~2023~~Mr. ~~Ozop~~Conway ~~Energy~~receives ~~Systems currently has~~annual 2compensation ~~employees with an aggregate annual salary~~ of $~~204~~240,000 ~~and~~from ~~focused~~the onCompany ~~information technology~~ and ~~general~~will ~~and~~also ~~administrative~~be ~~functions. The~~eligible ~~solar~~to ~~distribution~~receive ofbonuses ~~this~~and ~~vertical~~equity isgrants ~~being~~at ~~managed~~the bydiscretion ~~our~~of ~~financial consultant and~~ the ~~Company’s CEO~~BOD. ~~OED currently has four~~ ~~employees~~The ~~with~~Company analso ~~aggregate~~agreed ~~annual~~to ~~compensation~~compensate ~~of $454,000~~Mr. ~~OED~~Conway ~~has~~for ~~allocated~~services ~~$85,878~~provided ofdirectly ~~salaries~~ to ~~cost~~any of ~~sales for~~ the ~~year~~Company’s ~~ended December~~subsidiaries. 31Currently, the ~~2024,~~subsidiaries ~~and employees with an annual salary~~ of ~~$210,000 are being expensed effective July 1, 2024, to Automated Room Controls, Inc. (“ARC”).~~ Ozop Capital ~~Partners had one employee with annual compensation of $125~~,~~000~~ ~~(terminated~~OES ~~in July 2024),~~ and ~~hired~~ ~~a new employee on September 3~~OED, ~~2024,~~each ~~with~~compensates anMr. ~~annual~~Conway ~~salary of~~ $~~144~~20,000. ~~The Company allocates salaries and related expenses to the appropriate subsidiary for where their services are being performed. The expenses~~ per ~~subsidiary included in operating expenses for the years ended December 31, 2024, and 2023, are as follows:~~month.

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

Salaries, taxes, and benefits decreased for the 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:

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

	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

Advertising and marketing expenses decreased for the year ended December 31, 2024, compared to December 31, 2023. During the year ended December 31, 2024, the Company reduced the amount of lead lists it was acquiring as well as reduced the amount spent on promotional items.33

~~Research~~Stock ~~and~~based ~~development~~compensation ~~costs~~of ~~increased~~$48,000 ~~for~~during the ~~year~~three months ended ~~December~~March 331, ~~2024~~2026, ~~compared~~related to the ~~year~~Company ~~ended~~issuing ~~December 31~~300,000 ~~2023,~~shares ~~due~~of common stock pursuant to ~~the~~a ~~development and~~Service ~~testing~~Agreement ofwith a third party. The Company valued the ~~ARC~~shares ~~products~~at $0.16 per share.

~~Insurance~~Travel expenses decreased for the ~~year~~three months ended ~~December~~March 31, ~~2024~~2026, compared to the ~~year~~three months ended ~~December~~March 31, ~~2023.~~2025, ~~The~~as ~~decrease was~~ the ~~result of the~~ Company ~~not~~had ~~renewing the credit insurance policy for OES, which terminated April 30, 2024. The Company estimates that the monthly~~lower ~~insurance~~travel ~~expense~~expenses related to beSystems ~~approximately~~and ~~$20,000 per month~~OED.

~~General~~Professional and ~~administrative~~consulting ~~expense~~fees ~~other,~~decreased ~~increased~~slightly for the ~~year~~three months ended ~~December~~March 31, ~~2024~~2026, compared to the ~~year~~three months ended ~~December~~March 31, ~~2023~~2025. There were increases in Dues and Subscriptions ($10,996), filing fees ($10,730), trade shows and entertainment ($74,371), and website development ($15,800), and other net increase ($2,720), which were substantially offset by decreases in bad debt expense ($34,277), depreciation ($26,265), repairs and maintenance ($12,467), and building expenses ($36,426).

~~Other~~Advertising ~~Income~~and ~~(Expenses)~~marketing expenses decreased for the three months ended March 31, 2026, compared to March 31, 2025, as result of the Company attending less trade shows in the current year compared to the prior year.

~~Other expense~~Building, rent ~~net~~and ~~for~~office ~~the~~expense ~~year~~(including ~~ended December 31~~storage, ~~2024~~supplies, ~~was $2~~utilities,~~738,052~~ ~~compared~~and tointernet ~~$1,139,220~~costs) increased for the ~~year~~three months ended ~~December~~March 31, ~~2023~~2026, compared ~~and~~to ~~were as~~the ~~follows~~three months ended March 31, 2025.

	Year ended December 31,
	2024			2023
Interest expense	$	4,014,997		$	4,351,333
Gain on change in fair value of derivatives		(1,005,585	)		(3,212,113	)
Gain on litigation settlement		(271,360	)		-
Total other expense, net	$	2,738,052		$	1,139,220

Research and development costs decreased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, due to the development and testing of the ARC products occurred in the 2025 period.

33Insurance expenses decreased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease was the result a decrease in health insurance related to the decrease in employees and the Company not renewing certain insurance policies for OES. The Company estimates that the monthly insurance expense to be approximately $12,000 per month.

~~The~~Other ~~decrease~~(Income) in interest expense for the year ended December 31, 2024, is primarily a result of the amortization period of certain note discounts that were completed during the year ended December 31, 2024. For the year ended December 31, 2024, the Company recognized gains on the change in the fair value of derivatives less than the gains for the year ended December 31, 2023. Additionally for the year ended December 31, 2024, the Company recognized a gain of $271,360 on the settlement with YHS.Expenses

~~Net~~Other ~~income~~expense, ~~(loss)~~net, ~~attributable~~for the three months ended March 31, 2026, was $1,822,305 compared to $626,342 for the ~~Company~~three months ended March 31, 2025, and were as follows:

Net loss attributable to the Company for the year ended December 31, 2024, was $6,198,161 compared to $7,369,681 for the year ended December 31, 2023. The loss for the year ended December 31, 2023, included the termination costs of $1,755,082 and inventory write down costs of $1,495,978. The change was also impacted by the gain on the change in fair value of derivatives of $1,005,585 for the year ended December 31, 2024, compared to $3,212,113 for the year ended December 31, 2023.

	Three months ended March 31,
	2026		2025
Interest expense	$	1,792,032	$	738,101
Gain (loss) on change in fair value of derivatives		30,273		(111,759	)
Total other expense, net	$	1,822,305	$	626,342

~~Liquidity~~The increase in interest expense for the three months ended March 31, 2026, is primarily a result of the amortization expense of $974,503 related to debt discounts on convertible notes payable and ~~Capital~~promissory ~~Resources~~notes payable compared to $14,240 for the three months ended March 31, 2025. For the three months ended March 31, 2026, the Company recognized a loss of $30,273, compared to the Company recognizing a gain of $111,759 for the three months ended March 31, 2025, on the change in the fair value of derivatives.

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

~~Currently,~~Net ~~our~~loss ~~current~~attributable ~~capital and our other existing resources will not be sufficient~~ to ~~provide~~ the ~~working~~Company ~~capital needed~~ for ~~our~~the ~~current~~three ~~business, and,~~months ~~additional~~ended ~~capital~~March ~~will~~31, ~~be required to meet our debt obligations~~2026, ~~and~~was ~~to further expand our business. We may be unable to obtain the additional capital required. If we are unable to generate capital or raise additional funds when required~~$2,483,713, itcompared ~~will have a negative impact on our business development and financial results. These conditions raise substantial doubt about our ability~~ to ~~continue as a going concern as well as our recurring losses from operations~~$1, ~~deficit in equity~~557,171 ~~and~~for the ~~need~~three tomonths ended ~~raise~~March ~~additional~~31, ~~capital to fund operations~~2025. ~~This~~ ~~“going~~The ~~concern”~~change ~~could~~was ~~impair~~primarily ~~our~~a ~~ability~~result toof ~~finance our operations through~~ the ~~sale~~increase ~~of debt or equity securities. Management’s plans~~ in ~~regard~~other toexpenses, ~~these~~partially ~~factors~~offset ~~are~~by ~~discussed in Note 2 to~~ the ~~consolidated~~decrease ~~financial~~in ~~statements filed herein~~operating expenses.

For the year ended December 31, 2024, we primarily funded our business with the existing cash on hand as of January 1, 2024, cash received from the sale of inventory and collection of accounts receivable, and $1,212,370 received from sales of common stock.34

AsLiquidity of December 31, 2024, we had cash of $797,139 as compared to $1,446,029 as of December 31, 2023. As of December 31, 2024, we had current liabilities of $33,185,481, compared to current assets of $952,666, which resulted in a working capital deficit of $32,232,815. The current liabilities are comprised of accounts payable and ~~accrued~~Capital ~~expenses, related party liabilities, convertible debt, derivative liabilities, lease obligations, deferred liability, notes payable and liabilities of discontinued operations.~~Resources

~~Operating~~The ~~Activities~~accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2026, the Company had an accumulated deficit of $236,064,897 and a working capital deficit of $40,724,721. As of March 31, 2026, the Company was in default of $18,714,423 plus accrued interest on debt instruments due to non-payment upon maturity dates or failure to comply with the loan’s contractual payment terms. 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.

~~For~~Currently, ~~the~~our ~~year~~current ~~ended~~capital ~~December~~and ~~31,~~our ~~2024,~~other ~~net~~existing ~~cash~~resources ~~used~~will innot ~~operating~~be ~~activities~~sufficient ~~was~~to $1provide the working capital needed for our current business,~~850,146~~ and ~~compared~~additional capital will be required to ~~$799~~meet our debt obligations,~~282~~ ~~for~~and ~~the~~to ~~year~~further ~~ended~~expand ~~December 31,~~our ~~2023~~business. ~~For~~We may be unable to obtain the ~~year~~additional ~~ended~~capital ~~December~~required ~~31,~~on ~~2024,~~terms ~~our~~favorable ~~net~~to ~~cash~~the ~~used~~Company inor ~~operating~~at ~~activities~~all. ~~was~~If ~~primarily~~we ~~attributable~~are unable to ~~the~~generate ~~net~~capital ~~loss~~or raise additional offunds $6when required,~~198,161,~~ ~~the~~it ~~gain~~will have a negative impact on ~~the~~our ~~change~~business indevelopment ~~fair~~and ~~value~~financial ofresults. ~~derivatives~~These ofconditions ~~$1,005,585,~~raise ~~adjusted~~substantial doubt byabout ~~non-cash~~our ~~interest~~ability ~~expense~~to ofcontinue ~~$1,119,461, the~~as ~~inventory~~a ~~write-down~~going ofconcern ~~$134~~as well as our recurring losses from operations,~~025~~ ~~and~~deficit ~~amortization~~in equity, and ~~depreciation~~the ofneed to ~~$214,372~~raise additional capital to fund operations. ~~Net~~This ~~changes~~“going concern” could impair our ability to finance our operations through the sale of ~~$3,889,315~~debt or equity securities. Management’s plans in ~~operating~~regard ~~assets~~to ~~and liabilities~~these ~~reduced~~factors are discussed in Note 2 to the ~~cash~~unaudited ~~used~~consolidated financial instatements ~~operating~~filed ~~activities~~herein.

34For the three months ended March 31, 2026, we primarily funded our business operations with the existing cash on hand as of January 1, 2026, cash received from collection of accounts receivable, $47,069 received from sales of common stock, $215,000 received from the issuance of convertible promissory notes of $222,000, and $190,000 received from the issuance of $210,000 promissory notes.

~~For~~As ~~the~~of ~~year~~March ~~ended December~~ 31, ~~2023~~2026, ~~net~~we had cash ~~used~~of in$83,779 ~~operating~~as ~~activities~~compared ~~was~~to $~~799~~266,~~282.~~431 ~~For~~as ~~the~~of ~~year ended~~ December 31, ~~2023,~~2025. ~~our~~As ~~net~~of ~~cash used~~March in31, ~~operating~~2026, ~~activities~~we ~~was~~had ~~primarily~~current ~~attributable to the net loss~~ liabilities of $740,~~369~~993,~~681~~623, ~~the~~compared ~~gain~~to oncurrent ~~the~~assets ~~change in fair value~~ of ~~derivatives of~~ $3268,~~212~~902,~~113,~~ ~~and~~which ~~$250,000~~resulted ofin ~~income~~a onworking ~~forfeited~~capital ~~customer~~deficit ~~deposit~~of $40,724,721. ~~adjusted~~The bycurrent ~~non-cash~~liabilities are ~~items~~comprised of ~~the~~accounts ~~termination~~payable ~~expense~~and ofaccrued $1expenses,~~755,082, interest~~ ~~expense~~related ofparty $1liabilities,~~465,518,~~ ~~the~~convertible ~~inventory~~debt, ~~write-down~~derivative ~~of $1~~liabilities,~~495,978~~ ~~and~~lease ~~amortization~~obligations, deferred ~~and depreciation of $230~~liability,~~134.~~ ~~Net~~notes ~~changes of $5~~payable,~~107,251~~ ~~in operating assets~~ and liabilities ~~reduced~~of ~~the~~discontinued ~~cash used in operating activities~~operations.

~~Investing~~Operating Activities

For the ~~year~~three months ended ~~December~~March 31, ~~2024~~2026, ~~the~~ net cash used in ~~investing~~operating activities was $11459,~~114,~~721 compared to $2724,~~162~~822 for the ~~year~~three ~~ended~~months ~~December~~ended March 31, ~~2023, primarily due to purchase of office and computer equipment for both years~~2025.

~~Financing~~For ~~Activities~~the three months ended March 31, 2026, our net cash used in operating activities was primarily attributable to the net loss of $2,483,713, adjusted the loss on the change in fair value of derivatives of $30,273, the non-cash items of interest expense of $1,006,782, amortization and depreciation of $52,539, and stock based compensation expense of $48,000. Net changes of $886,398 in operating assets and liabilities reduced the cash used in operating activities.

For the ~~year~~three months ended ~~December~~March 31, ~~2024~~2025, ~~the~~our net cash ~~provided~~used byin ~~financing~~operating activities was primarily attributable to the net loss of $1,~~212~~557,~~370~~171, the ~~from~~gain on the ~~sales~~change in fair value of ~~common~~derivatives ~~stock~~of to$111,759, ~~GHS~~adjusted by non-cash items of interest expense of $14,241, and amortization ~~net~~and depreciation of ~~issuance~~$54,305. ~~costs~~Net changes of $875,562 in operating assets and liabilities reduced the cash used in operating activities.

~~For~~Investing the year ended December 31, 2023, the net cash provided by financing activities was $878,263. During the year ended December 31, 2023, we received $1,828,263, net of issuance costs, from the sales of common stock to GHS, and we made payments of $950,000 for notes payable.Activities

~~Critical~~For ~~Accounting~~the ~~Policies~~three ~~and~~months ~~Estimates~~ended March 31, 2026, the net cash used in investing activities was $175,000, resulting from loans to related party in exchange for promissory notes.

~~The~~For ~~Company’s consolidated financial statements are prepared in accordance with GAAP in~~ the ~~United~~three ~~States.~~months ~~The~~ended ~~preparation~~March ~~of its consolidated financial statements and related disclosures requires it to make estimates and judgments that affect the reported amounts of assets~~31, ~~liabilities,~~ ~~revenue~~2025, ~~costs and expenses, and~~ the ~~disclosure~~net ofcash ~~contingent~~used ~~assets and liabilities~~ in ~~the~~investing ~~Company’s~~activities ~~financial~~was ~~statements. The Company bases its estimates on historical experience~~$3, ~~known trends and events and various other factors that it believes are reasonable under the circumstances~~490, ~~the~~primarily ~~results~~due ofto ~~which~~purchase ~~form the basis for making judgments about the carrying values~~ of ~~assets~~office and ~~liabilities~~ ~~that~~computer ~~are not readily apparent from other sources~~equipment. ~~The Company evaluates its estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.~~

Our significant accounting policies are described in more details in Note 3 to our financial statements appearing elsewhere in this Annual Report on Form 10-K. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. The SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our management believes that given current facts and circumstances, there are no material estimates or assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies.35

~~OFF~~Financing ~~BALANCE SHEET ARRANGEMENTS~~Activities

WeFor ~~have~~the nothree ~~off-balance~~months ~~sheet~~ended ~~arrangements~~March 31, ~~including~~2026, ~~arrangements~~the ~~that~~net ~~would~~cash ~~affect~~provided ~~our~~by ~~liquidity~~financing activities was $452,069 ~~capital~~of ~~resources~~which $215,000 ~~market~~was ~~risk~~net ~~support~~proceeds received from issuance of convertible notes, $47,069 from the sales of common stock to GHS, net of issuance costs, and ~~credit~~$190,000 ~~risk~~from the ~~support~~issuances orof ~~other~~promissory ~~benefits~~notes payable.

35For 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.

~~DIRECTORS,~~Results ~~EXECUTIVE~~of ~~OFFICERS~~Operations ~~AND~~for ~~CORPORATE~~the ~~GOVERNANCE~~years ended December 31, 2025, and 2024:

~~Identification of directors and executive officers.~~Revenue

~~The~~For ~~names~~the ~~and~~year ~~ages~~ended ofDecember ~~our~~31, ~~directors~~2025, ~~and~~the ~~executive~~Company ~~officers~~generated ~~are~~revenue ~~set~~of ~~forth~~$307,421 ~~below.~~compared ~~Also~~to ~~included~~$1,342,653 isfor ~~their~~the ~~principal~~year ~~occupation(s).~~ended ~~Our~~December ~~By-Laws~~31, 2024. ~~provide~~Revenues ~~for~~from upOzop toEnergy ~~four~~Systems, ~~directors~~Inc. ~~All~~(“OES”) ~~directors~~and ~~are~~Automated ~~elected~~Room ~~annually~~Controls, byInc. ~~the~~(“ARC”) ~~stockholders~~are toclassified ~~serve~~as ~~until~~sourced and ~~the~~distributed ~~next~~products. ~~annual~~Ozop ~~meeting~~Engineering ~~of the stockholders~~ and ~~until~~Design ~~their~~(“OED”) ~~successors~~revenues are ~~duly~~classified ~~elected~~as design and ~~qualified~~installation. Sales are summarized as follows:

Name	Age		Position	Beginning
	Year ended December 31,
Brian Conway	54		Chief Executive Officer and Interim Chief Financial Officer	February 28, 2020
	2025			2024
Sourced and distributed products	$	105,709		$	1,042,022
Design and installation		201,712			300,631
Total	$	307,421		$	1,342,653

~~Brian~~Sales P.of ~~Conway,~~sourced ~~the~~and ~~Chief~~distributed ~~Executive~~products ~~Officer~~for ~~and~~the ~~Interim~~year ~~Chief~~ended ~~Financial~~December ~~Officer~~31, ~~brings~~2024, 20included ~~years~~$728,640, ofpursuant ~~proven~~to ~~success~~the inYHS ~~marketing~~Settlement. ~~and business~~Excluding ~~development~~this, ~~for~~sales ~~both~~of ~~private~~sourced and ~~publicly~~distributed ~~traded~~products ~~companies.~~(solar ~~Starting~~product) ~~off~~were insignificantly ~~database~~lower ~~management~~for ~~and~~the ~~sales~~year ~~for~~ended ~~Venture~~December ~~Direct~~31, on2025, ~~Madison~~compared ~~Avenue~~to December 31, he2024. ~~crossed~~The ~~over~~Company believes the lower revenues were due to ~~Wall~~higher ~~Street~~interest rates affecting homeowners’ ability and desire for residential rooftop solar installations as awell ~~co-founder~~as ofcompetitors ~~Waypoint~~lowering ~~Capital~~their ~~Partners.~~selling ~~During~~prices ~~this~~to ~~time,~~try heto ~~was~~capture ~~responsible~~a ~~for~~part ~~national~~of the ~~sales,~~lower ~~marketing,~~demand. ~~business~~These ~~and~~factors ~~product~~also ~~development,~~resulted ~~national~~in ~~account~~our customers, having excess inventory on hand. and ~~new~~our ~~business~~decision ~~relations~~to ~~with~~not ~~international~~currently ~~and~~place USadditional ~~companies~~orders ~~while~~for ~~creating~~solar ~~awareness~~products. ~~for~~Sales ~~public~~of ~~companies~~sourced ~~with~~and ~~many~~distributed ofproducts for the ~~nation’s~~year ~~top~~ending ~~public~~December ~~relations~~31, ~~firms.~~2025, ~~From~~also ~~October~~includes 1$93,613 ~~2014,~~of ~~through~~revenues ~~August~~from 31ARC, ~~2019,~~which ~~Mr.~~started ~~Conway~~to ~~was~~generate ~~the~~revenue ~~CEO,~~during ~~CFO~~2025. Design and ~~Director~~installation ofrevenues ~~Ngen~~decreased ~~Technologies,~~for ~~Inc.~~the ~~(f/k/a/~~year ~~Liberated~~ended ~~Solutions~~December 31, ~~Inc.).~~2025, ~~His relationships~~compared ~~and~~to ~~experience~~December ~~with~~31, ~~investment bankers~~2024, ~~non-dilutive~~as ~~financing,~~the ~~and~~prior ~~public~~year ~~relations~~included ~~should~~$162,000 befor ~~instrumental~~a inone-time ~~moving~~large ~~the Company~~installation ~~forward~~job.

~~Family~~Cost ~~Relationships~~of sales and gross margin

~~None~~For the years ended December 31, 2025, and 2024, the Company recognized $220,765 and $1,187,180, respectively, of cost of sales.

Involvement in Certain Legal Proceedings

	Year ended December 31,
	2025		2024
Sourced and distributed products	$	80,454	$	945,931
Design and installation		140,311		107,224
Inventory write down		-		134,025
	$	220,765	$	1,187,180

NoDuring ~~director~~the year ended December 31, ~~executive~~2024, ~~officer~~the Company reviewed its inventory valuation to determine if the historical cost of its solar panels was less than their net realizable value. Management also considers, ~~significant~~if ~~employee~~applicable, orother ~~control~~factors, ~~person~~including ofknown trends, market conditions, and other such issues. Based on current market conditions related to solar panels including but not limited to reduced selling prices in the ~~Company~~industry ~~has~~and ~~been~~the ~~involved~~abundance of inventory supply in ~~any~~the ~~legal~~market, ~~proceeding~~management ~~listed~~determined that the net realizable value of certain of inthe ~~Item~~Company’s ~~401~~inventory required a lower of cost or market adjustment of $134,025 (fthe “Inventory Adjustment”) to the historical cost of ~~Regulation~~inventory ~~S-K~~purchased. inDesign ~~the~~and ~~past~~installation 10cost ~~years~~of sales is comprised of OED’s labor costs for each job.

Corporate Governance

Year ended

December 31,

2025

2024

Gross margin

28.2

11.6

Our Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our Board. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance.36

~~Given~~The ~~our~~increase ~~relative~~in ~~size~~gross ~~and~~margin ~~lack~~percentage is primarily related to the Inventory Adjustment of ~~directors’~~$134,025 ~~and~~during ~~officers’~~the ~~insurance~~year ~~coverage~~ended December 31, we2024, causing doa ~~not~~lower ~~anticipate~~gross margin that ~~any~~year. The Company recognized a gross margin on solar products (OES) of ~~our~~11.8% ~~stockholders~~for the year ended December ~~will~~31, ~~make~~2025, ~~such~~compared ato ~~recommendation~~(3.6%) infor the ~~near~~year ~~future~~ended December 31, 2024. ~~While~~The ~~there~~gross ~~have~~margin ~~been~~on nodesign ~~nominations~~and installation of ~~additional~~30.4% ~~directors~~for ~~proposed~~the year ended December 31, in2025, compared to 64.3% for the ~~event such~~year ended December 31, 2024, a ~~proposal~~result isof ~~made~~a customer agreement effective October 1, 2024, ~~all~~who ~~current~~compensates ~~members~~the ofCompany ~~our~~based ~~Board~~on ~~will~~hourly ~~participate~~rate infor actual hours worked as compared to a higher daily rate the ~~consideration~~Company received from other customers during the year ended December 31, 2024. ARC products had a gross margin of ~~director~~25.5% ~~nominees~~for the year ended December 31, 2025.

AsOperating with most small, early-stage companies until such time as our Company further develops our business, achieves a greater revenue base, and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent, and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our Board.expenses

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

We adopted a Code of Ethics for Senior Financial Management to promote honest and ethical conduct and to deter wrongdoing. This Code applies to our Chief Executive Officer and Chief Financial Officer and other employees performing similar functions. The obligations of the Code of Ethics supplement, but do not replace, any other code of conduct or ethics policy applicable to our employees generally.

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

36Effective 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.

~~Under~~Travel expenses decreased for the ~~Code~~year ofended ~~Ethics~~December 31, ~~all~~2025, ~~members~~compared ofto the ~~senior~~year ~~financial~~ended ~~management~~December ~~shall:~~31, 2024, as the Company had lower travel expenses related to Systems and OED as a result of decreased sales.

●Stock based ~~Act~~compensation ~~honestly and ethically in the performance~~ of ~~their duties at our company~~$40,000 ●during Avoid actual or apparent conflicts of interest between personal and professional relationships, ● Provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submits to, the ~~SEC~~year ~~and~~ended inDecember ~~other public communications by our company~~31, ~~● Comply with rules and regulations of federal~~2025, ~~state~~related and local governments and other private and public regulatory agencies that effect the conduct of our business and our financial reporting, ● Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the member’s independent judgment to ~~be subordinated ● Respect~~ the ~~confidentiality~~Company ofissuing ~~information~~an inaggregate ~~the course~~ of ~~work~~40,000 ~~except~~post ~~when~~reverse split ~~authorized or legally obtained to disclosure such information~~(200, ~~● Share knowledge and maintain skills relevant to carrying out the member’s duties within our company~~000,000 ●prior Proactively promote ethical behavior as a responsible partner among peers and colleagues in the work environment and community, ● Achieve responsible use of and control over all assets and resources of our company entrusted to the ~~member,~~reverse ~~and ● Promptly bring to the attention of the Chief Executive Officer any information concerning (a~~split) ~~significant~~shares ~~deficiencies in the design or operating~~ of ~~internal~~common ~~controls~~stock ~~which~~pursuant ~~could adversely affect~~ to ~~record,~~a ~~process,~~Service ~~summarize~~Agreement ~~and report financial data or~~ (bincluding amendments) ~~any~~with ~~fraud, whether or not material, that involves management or other employees who have~~ a ~~significant role in our financial reporting or internal controls~~third party.

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

None of the members of our Board of Directors qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our Board has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our Board would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

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

InProfessional ~~performing the functions of the audit committee, our board oversees our accounting~~ and ~~financial~~consulting ~~reporting~~fees ~~process.~~increased Infor ~~this~~the ~~function, our~~year ~~board~~ended ~~performs~~December ~~several functions. Our board~~31, ~~among other duties~~2025, ~~evaluates~~compared ~~and assesses the qualifications of the Company’s independent auditors; determines whether~~ to ~~retain or terminate~~ the ~~existing~~year ~~independent~~ended ~~auditors;~~December ~~meets~~31, ~~with~~2024. ~~the~~The ~~independent~~increase ~~auditors and~~is ~~financial management of the Company~~ due to ~~review~~ the scope of the proposed audit and audit procedures on an annual basis; reviews and approves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company’s ~~financial~~received ~~accounting~~$125,000 ~~personnel~~pursuant ~~the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements~~ to ~~be included in our annual and quarterly reports filed with~~ the ~~Securities~~YHS ~~and~~settlement, ~~Exchange~~that ~~Commission;~~was ~~and~~credited ~~discusses~~to ~~with~~legal ~~the~~fees ~~Company’s~~for ~~management and~~ the ~~independent~~year ~~auditors~~ended ~~the~~December ~~results~~31, ~~of the annual audit and the results of our quarterly financial statements~~2024.

~~Our~~Advertising ~~board as a whole will consider executive officer compensation,~~ and ~~our~~marketing ~~entire~~expenses ~~board~~decreased ~~participates~~for in the ~~consideration~~year ofended ~~director~~December ~~compensation. Our~~31, ~~board~~2025, ascompared ato ~~whole~~December ~~oversees our compensation policies~~31, ~~plans and programs~~2024, ~~reviews~~as ~~and~~result ~~approves~~of ~~corporate~~the ~~performance~~Company ~~goals~~attending less ~~and~~trade ~~objectives relevant~~shows toin the ~~compensation~~current ofyear ~~our~~compared ~~executive~~to ~~officers,~~the ifprior ~~any, and administers our equity incentive and stock option plans, if any~~year.

~~Each~~Research ofand ~~our~~development ~~directors~~costs ~~participates~~decreased infor the ~~consideration~~year ofended ~~director~~December ~~nominees.~~31, ~~In addition to nominees recommended by directors~~2025, ~~our~~compared ~~board will consider nominees recommended by shareholders if submitted in writing~~ to ~~our~~the ~~secretary.~~year ~~Our~~ended ~~board~~December ~~believes that any candidate for director~~31, ~~whether recommended by shareholders or by the board~~2024, ~~should~~due beto ~~considered on~~ the ~~basis of all factors relevant to our needs~~development and ~~the~~testing ~~credentials~~ of the ~~candidate~~ARC atproducts ~~the~~substantially ~~time~~occurred during the ~~candidate~~year isending ~~proposed.~~December ~~Such~~31, ~~factors include relevant business and industry experience and demonstrated character and judgment~~2024.

~~Compliance~~Insurance ~~with~~expenses ~~Section~~decreased ~~16(a)~~for ofthe year ended December 31, 2025, compared to the ~~Securities~~year ~~Exchange~~ended ~~Act~~December 31, 2024. The decrease was the result of the ~~1934~~Company not renewing the credit insurance policy for OES, which terminated April 30, 2024. The Company estimates that the monthly insurance expense to be approximately $15,000 per month.

~~Section~~Rent 16and office expense (a)including ofstorage, ~~the~~supplies, ~~Securities~~utilities, ~~Exchange~~and ~~Act~~internet ofcosts) ~~1934~~decreased ~~requires~~for the ~~Company’s~~year ~~directors~~ended ~~and~~December ~~executive~~31, ~~officers~~2025, ~~persons who beneficially~~compared ~~own~~to ~~more~~the ~~than~~year ~~10%~~ended ofDecember a31, ~~registered~~2024, ~~class~~because of ~~the Company’s equity securities~~$71,208 ~~and~~expenses ~~certain~~incurred ~~other~~by ~~persons~~OES tofor ~~file~~storage ~~reports~~fees ofin ~~ownership and~~the ~~changes~~year inended ~~ownership~~December on31, ~~Forms 3~~2024, (no 4such ~~and~~storage 5fees ~~with~~in the ~~SEC,~~year ~~and~~ended toDecember ~~furnish~~31, ~~the~~2025). ~~Company~~During ~~with copies of~~ the ~~forms.~~year ~~The~~ended ~~Company~~December ~~does~~31, ~~not believe~~2025, ~~that~~the ~~all~~Company ofsold ~~its~~their ~~directors, executive officers~~ building and ~~greater~~entered ~~than~~into ~~10%~~a ~~beneficial~~new ~~owners~~lease ~~complied~~agreement ~~with~~effective ~~all~~September ~~such~~1, ~~filing requirements during 2024~~2025.

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

~~The~~Other ~~following~~(Income) ~~table sets forth information regarding compensation earned in or with respect to our fiscal years 2024 and 2023:~~Expenses

~~(i)~~Other expense, ~~our~~net ~~principal~~for ~~executive officer or other individual serving in a similar capacity during~~ the ~~fiscal~~year ~~years~~ended ~~2024, and 2023; (ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at~~ December 31, ~~2024~~2025, ~~and~~was ~~2023, whose compensation exceed~~ $~~100~~5,~~000;~~740,716 ~~and~~compared ~~(iii) up~~ to ~~two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31~~$2,738,052 ~~2024. Compensation information is shown~~ for the ~~fiscal~~year ~~years~~ ended December 31, 2024, and ~~2023:~~were as follows.

Name and Principal Position	Year		Salary				Bonus		Stock Awards		Option Awards		All Other Compensation		Total
	Year ended December 31,
Brian P Conway (1)	2024		$	960,000			$	-	$	-	$	—	$	—	$	960,000
	2025				2024
	2023		$	960,000			$	-	$	-	$	—	$	—	$	960,000
Interest expense	$	4,205,938			$	4,014,997
Loss (gain) on change in fair value of derivatives		1,621,028				(1,005,585	)
Gain on sale of building to a related party		(86,250	)			-
Gain on litigation settlement		-				(271,360	)
Total other expense, net	$	5,740,716			$	2,738,052

~~(1)~~The Onincrease ~~February~~in 28interest expense for the year ended December 31, ~~2020~~2025, Mris primarily a result of new amortization related to the initial debt discounts for new convertible notes and new promissory notes issued, including the Exchange Agreement, partially offset by the amortization period of certain note discounts that were completed during the year ended December 31, 2024. ~~Conway~~For ~~was~~the ~~appointed~~year asended December 31, 2025, the Company recognized a loss on the change in the fair value of derivatives. For the year ended December 31, 2024, the Company’s ~~Chief~~recognized gains ~~Executive~~on ~~Officer~~the change in the fair value of derivatives. For the years ended December 31, 2025, and 2024, the Company recognized a gain of $86,250 for the sale of a building to a related party and a gain of $271,360 on the settlement with YHS, respectively.

									Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation on Table Total for PEO		Compensation Actually Paid to PEO		Average Summary Compensation on Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs		Total Shareholder Return			Total Shareholder Return of Peer Group	Net Income (Loss)
2024	$	960,000	$	960,000	$	-	$	-		-47.1	%	N/A	$	(6,198,161	)
2023	$	960,000	$	960,000	$	-	$	-		-66.0	%	N/A	$	(7,369,681	)
2022	$	1,090,000	$	1,090,000	$	-	$	-		-84.7	%	N/A	$	6,025,812

Net loss

~~2024~~Net ~~OPTION~~loss ~~GRANTS~~attributable to the Company for the year ended December 31, 2025, was $8,712,543 compared to $6,198,161, for the year ended December 31, 2024.

~~There~~Liquidity ~~were no options to purchase shares of our Common Stock issued~~ and ~~outstanding~~Capital ~~as of December 31, 2024, or December 31, 2023.~~Resources

~~OUTSTANDING~~The ~~EQUITY~~accompanying ~~AWARDS~~consolidated ATfinancial ~~2024~~statements ~~FISCAL~~have ~~YEAR~~been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2025, the Company had an accumulated deficit of $233,581,184 and a working capital deficit of $39,740,819. As of December 31, 2025, the Company was in default of $18,714,423 plus accrued interest on debt instruments due to non-~~END~~payment upon maturity dates. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for one year from the date of the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

~~There~~Currently, ~~were~~our nocurrent ~~outstanding~~capital ~~equity~~and ~~awards~~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 ~~years~~additional ~~ended~~capital ~~December~~required. 31If we are unable to generate capital or raise additional funds when required, ~~2024~~it will have a negative impact on our business development and financial results. These conditions raise substantial doubt about our ability to continue as a going concern as well as our recurring losses from operations, deficit in equity, and ~~2023~~the need to raise additional capital to fund operations. This “going concern” could impair our ability to finance our operations through the sale of debt or equity securities. Management’s plans in regard to these factors are discussed in Note 2 to the consolidated financial statements filed herein.

38For the year ended December 31, 2025, we primarily funded our business operations with the existing cash on hand as of January 1, 2025, cash received from collection of accounts receivable, $573,000 from the issuances of convertible notes payable, $392,168 received from sales of common stock, $100,000 received in the sale of building to a related party, and $350,000 from the issuances of promissory notes payable.

~~EXECUTIVE~~As ~~EMPLOYMENT~~of ~~AGREEMENTS~~December 31, 2025, we had cash of $266,431 as compared to $797,139 as of December 31, 2024. As of December 31, 2025, we had current liabilities of $40,178,567, compared to current assets of $437,748, which resulted in a working capital deficit of $39,740,819. The current liabilities are comprised of accounts payable and accrued expenses, related party liabilities, convertible debt, derivative liabilities, lease obligations, deferred liability, notes payable, and liabilities of discontinued operations.

On July 10, 2020, pursuant to the PCTI transaction, the Company assumed an employment contract entered into on February 28, 2020, between the Company and Mr. Conway (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Conway received an initial annual salary of $120,000, for his position of CEO of the Company, payable monthly. Pursuant to the contract, Mr. Conway was issued 2,500 shares of Series C Preferred Stock, and on August 28, 2020, Mr. Conway was issued 1,333 shares of Series D Preferred stock and 500 shares of Series E Preferred Stock.38

~~Effective~~Operating January 1, 2022, the Company entered into an employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway received a $250,000 contract renewal bonus (included in the year ended December 31, 2022) and receives annual compensation of $240,000 from the Company and will also be eligible to receive bonuses and equity grants at the discretion of the BOD. The Company also agreed to compensate Mr. Conway for services provided directly to any of the Company’s subsidiaries. Currently, the subsidiaries of Ozop Capital, OES and OED, each compensates Mr. Conway $20,000 per month.Activities

~~Other~~For ~~than~~ the ~~foregoing,~~year ~~currently,~~ended weDecember do31, ~~not~~2025, ~~have~~net ~~any~~cash ~~written~~used ~~employment~~in ~~agreement~~operating oractivities ~~other~~was ~~formal~~$1,792,386 ~~compensation~~compared ~~agreements~~to ~~with~~$1,850,146 ~~our~~for ~~officers and directors. Compensation arrangements are~~ the ~~subject~~year ofended ~~ongoing development~~December 31, ~~and we will make appropriate additional disclosures as they are further developed and formalized~~2024.

~~DIRECTOR~~For ~~COMPENSATION~~the year ended December 31, 2025, our net cash used in operating activities was primarily attributable to the net loss of $8,712,543, the gain on the sale of building to a related party of $86,250, adjusted by the loss on the change in fair value of derivatives of $1,621,028, non-cash interest expense of $1,166,614, stock based compensation of $40,000, and amortization and depreciation of $208,553. Net changes of $3,970,212 in operating assets and liabilities reduced the cash used in operating activities.

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

WeInvesting have not compensated our directors for their service on our Board from our inception through December 31, 2024. There are no arrangements currently in place pursuant to which directors will be compensated in the future for any services provided as a director.Activities

~~SECURITY~~For ~~OWNERSHIP~~the OFyear ~~CERTAIN~~ended ~~BENEFICIAL~~December ~~OWNERS~~31, ~~AND~~2025, ~~MANAGEMENT~~the net cash used in investing activities was $53,490, resulting from the sale of the building to a related party of $100,000, less a loan to related party of $150,000, and the purchase of office and computer equipment of $3,490. For the year ended December 31, 2024, the net cash used in investing activities was $11,114 primarily due to purchase of office and computer equipment.

~~The~~Financing following table shows the beneficial ownership of the Company’s shares as of April 15, 2025, (unless otherwise noted) by (i) each person known by the Company to own beneficially more than 5% of the outstanding shares, (ii) each director and director nominee of the Company, (iii) each executive officer of the Company named in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”), and (iv) all executive officers and directors of the Company as a group. The table includes shares that may be acquired within 60 days of April 15, 2025, upon the exercise of stock options by employees or outside directors and shares of restricted stock.Activities

~~Unless~~For ~~otherwise~~the ~~indicated~~year ended December 31, ~~each~~2025, the net cash provided by financing activities was $1,315,168 of which $573,000 was net proceeds received from issuance of convertible notes, $392,168 from the ~~persons~~sales orof ~~entities~~common ~~listed~~stock ~~below~~to ~~exercises~~GHS, ~~sole~~net ~~voting~~of issuance costs, and ~~dispositive~~$350,000 ~~power~~from ~~over~~the issuances of promissory notes payable. For the ~~shares~~year ~~that~~ended ~~each~~December 31, 2024, the net cash provided by financing activities was $1,212,370, from the sales of ~~them~~common ~~beneficially~~stock ~~owns~~to GHS, net of issuance costs.

~~For~~Critical ~~the~~Accounting ~~beneficial~~Policies ~~ownership of the stockholders owning 5% or more of the shares, the Company relied on publicly available filings~~ and ~~representations of the stockholders.~~Estimates

Name and Title:	Class of Security	Amount of beneficial ownership		Percent of Class (1)
Executive Officers and Directors:
Brian P Conway, CEO and Director (2)	Common Stock		3,697,375,610		30.4	%
	Series C Preferred Stock		2,500		100.0	%
	Series D Preferred Stock		1,333		99.9	%

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.

~~(1)~~Our ~~Percentages~~significant accounting policies are ~~based~~described onin ~~8,450,615,922~~more ~~shares~~details ofin ~~the~~Note ~~Company’s~~3 ~~common~~to ~~stock,~~our ~~2,500~~financial ~~shares~~statements ofappearing ~~Series~~in C“Part ~~Preferred~~II—Item 7—Management’s ~~Stock~~Discussion and ~~1,334 shares~~Analysis of ~~Series~~Financial DCondition ~~Preferred~~and ~~stock~~Results ~~issued~~of Operations—Critical Accounting Policies and ~~outstanding~~Estimates” asin ofour ~~April~~most 15recent Annual Report on Form 10-K for the year ended December 31, 2025., ~~The~~which ~~voting~~was ~~rights~~filed ~~associated~~ with the ~~Series~~SEC on CMay14, ~~Preferred Stock~~2026. inWhile ~~the~~all ~~aggregate~~these ~~are~~significant ~~equal~~accounting topolicies ~~67%~~impact ofour ~~the~~financial ~~total~~condition ~~vote.~~and ~~Series~~results Cof ~~Preferred~~operations, ~~Stock~~we ~~has~~view nocertain of ~~conversion~~these ~~rights~~policies as critical. ~~Any~~The ~~holder~~SEC ~~may,~~requested atthat ~~any time~~all ~~convert~~registrants ~~any~~list ~~number~~their ofmost ~~shares~~“critical ofaccounting ~~Series~~polices” Din ~~Convertible~~the Management ~~Preferred~~Discussion ~~Stock~~and ~~held~~Analysis. byThe ~~such~~SEC ~~holder~~indicated ~~into~~that a ~~number~~“critical ofaccounting ~~fully~~policy” ~~paid~~is ~~and~~one ~~nonassessable~~which is both important ~~shares~~to the portrayal of ~~common~~a ~~stock~~company’s ~~determined~~financial bycondition ~~multiplying~~and ~~the~~results, ~~number~~and ofrequires ~~issued~~management’s ~~and~~most ~~outstanding~~difficult, ~~shares~~subjective ofor complex ~~common~~judgments, ~~stock~~often as a result of the ~~Company~~need onto make estimates about the ~~date~~ effect of ~~conversion,~~matters bythat 1are inherently uncertain.5 ~~and~~Our ~~dividing~~management believes that ~~number~~given bycurrent ~~the~~facts ~~number~~and ofcircumstances, ~~authorized~~there ~~shares~~are ofno ~~Series~~material Destimates ~~Convertible~~or ~~Preferred~~assumptions ~~Stock~~with ~~multiplied~~levels of subjectivity and judgement bynecessary ~~the~~to ~~number~~be ofconsidered ~~Series~~critical Daccounting ~~shares~~policies ~~being~~and ~~converted~~estimates. ~~Series~~There Dwere ~~Preferred~~no ~~Stock~~significant ~~has~~changes noto ~~voting~~our ~~rights~~critical accounting policies and estimates during the three months ended March 31, 2026.

~~(2)~~OFF ~~Includes~~BALANCE ~~1,333~~SHEET ~~shares of Series D Preferred Stock convertible into 3,697,375,610 shares of common stock.~~ARRANGEMENTS

39We 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.

~~Certain~~DIRECTORS, ~~Relationships~~EXECUTIVE ~~and~~OFFICERS ~~Related~~AND ~~Transactions~~CORPORATE GOVERNANCE

~~For~~Identification ~~the~~of ~~years~~directors ~~ended December 31, 2024,~~ and ~~2023,~~executive ~~the Company recorded expenses to its~~ officers ~~of $960,000 respectively~~. ~~As of December 31, 2024, the Company owes Mr. Conway $60,000 for unpaid management fees.~~

~~RELATED~~The ~~PARTY~~names ~~TRANSACTIONS~~and ages of our directors and executive officers are set forth below. Also included is their principal occupation(s). Our By-Laws provide for up to four directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

N/A

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

~~Item~~Brian ~~11A~~P. ~~MATERIAL~~Conway, ~~CHANGES~~the Chief Executive Officer and Interim Chief Financial Officer, brings 20 years of proven success in marketing and business development for both private and publicly traded companies. Starting off in database management and sales for Venture Direct on Madison Avenue, he crossed over to Wall Street as a co-founder of Waypoint Capital Partners. During this time, he was responsible for national sales, marketing, business and product development, national account customers, and new business relations with international and US companies while creating awareness for public companies with many of the nation’s top public relations firms. From October 1, 2014, through August 31, 2019, Mr. Conway was the CEO, CFO and Director of Ngen Technologies, Inc. (f/k/a/ Liberated Solutions, Inc.). His relationships and experience with investment bankers, non-dilutive financing, and public relations should be instrumental in moving the Company forward.

There have been no material changes in the registrant’s affairs since the end of the latest fiscal year for which audited financial statements were included in the latest Form 10-K and that have not been described in a Form 10-Q of Form 8-K filed under the Exchange Act.39

~~Item~~Family ~~12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.~~Relationships

~~N/A~~None

~~PART~~Involvement IIin -Certain ~~INFORMATION~~Legal ~~NOT REQUIRED IN PROSPECTUS~~Proceedings

~~Item~~No ~~13.~~director, ~~OTHER~~executive ~~EXPENSES~~officer, OFsignificant ~~ISSUANCE~~employee, ~~AND~~or ~~DISTRIBUTION~~control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

~~The~~Corporate following table is an itemization of all expenses, without consideration to future contingencies, incurred or expected to be incurred by our Corporation in connection with the issuance and distribution of the common shares being offered by this Prospectus. Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering.Governance

Item	Amount
SEC Registration Fee	$	201
Legal Fees and Expenses*	$	30,000
Accounting Fees and Expenses*	$	10,000
Miscellaneous*	$	-
Total*	$	40,201

~~Item~~Given 14our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. ~~INDEMNIFICATION~~While OFthere ~~OFFICERS~~have ~~AND~~been ~~DIRECTORS~~no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.

~~Pursuant~~As towith ~~Section~~most ~~607.0850~~small, ofearly-stage ~~the~~companies ~~Nevada~~until ~~Revised~~such ~~Statutes,~~time weas ~~have~~our ~~the~~Company ~~power~~further todevelops ~~indemnify~~our ~~any~~business, ~~person~~achieves ~~made~~ a ~~party~~greater torevenue ~~any~~base, and ~~lawsuit~~has bysufficient ~~reason~~working ~~of being~~capital ato ~~director~~purchase ordirectors’ ~~officer~~and ofofficers’ ~~the Registrant~~insurance, orwe ~~serving~~do atnot ~~the~~have ~~request~~any ofimmediate ~~the~~prospects to ~~corporation~~attract asindependent adirectors. ~~director,~~When ~~officer,~~we ~~employee~~are orable ~~agent of~~to ~~another~~expand ~~corporation,~~our ~~partnership,~~Board ~~joint~~to ~~venture,~~include ~~trust~~one or ~~other~~more ~~enterprise~~independent ~~against~~directors, ~~expenses~~we ~~(including~~intend ~~attorneys’~~to ~~fees), judgments,~~establish ~~fines~~an ~~and~~audit ~~amounts~~committee ~~paid~~of inour ~~settlement~~Board ~~actually~~of ~~and~~Directors. ~~reasonably~~It ~~incurred~~is byour ~~him~~intention inthat ~~connection~~one ~~with~~or ~~such~~more ~~action,~~of ~~suit~~these orindependent ~~proceeding~~directors ifwill ~~he acted~~also inqualify ~~good~~as an ~~faith~~audit ~~and~~committee infinancial aexpert. ~~manner~~Our hesecurities ~~reasonably~~are ~~believed~~not toquoted beon inan orexchange ~~not~~that ~~opposed~~has torequirements ~~the~~that ~~best~~a ~~interests~~majority of ~~the~~our ~~corporation~~Board members be independent, and, ~~with respect~~we are not currently otherwise subject to any ~~criminal~~law, ~~action~~rule or ~~proceeding,~~regulation ~~had~~requiring nothat ~~reasonable~~all ~~cause~~or toany ~~believe~~portion ~~his~~of our ~~conduct~~Board ~~was~~of ~~unlawful.~~Directors ~~Our~~include ~~Bylaws~~“independent” ~~provide~~directors, ~~that~~nor ~~the Registrant~~are ~~shall~~we ~~indemnify~~required ~~its~~to ~~directors~~establish ~~and~~or ~~officers~~maintain toan ~~the~~audit ~~fullest~~committee ~~extent~~or other ~~permitted~~committee byof ~~Nevada~~our ~~law~~Board.

~~With~~Code ~~regard to the foregoing provisions, or otherwise, we have been advised that in the opinion~~ of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the common shares being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.Ethics

~~Item~~We 15adopted a Code of Ethics for Senior Financial Management to promote honest and ethical conduct and to deter wrongdoing. ~~RECENT~~This ~~SALES~~Code OFapplies to ~~UNREGISTERED~~our ~~SECURITIES~~ Chief Executive Officer and Chief Financial Officer and other employees performing similar functions. The obligations of the Code of Ethics supplement, but do not replace, any other code of conduct or ethics policy applicable to our employees generally.

OnUnder ~~January 14, 2022,~~ the ~~Company~~Code ~~issued~~of 2Ethics,~~500,000~~ ~~shares~~all ~~pursuant~~members ~~to an employment agreement. The shares were valued at $0.027 per share (the market price~~ of the ~~common~~senior ~~stock~~financial onmanagement ~~the date of the issuance).~~shall:

~~On January~~● 14Act honestly and ethically in the performance of their duties at our company, ~~2022~~● Avoid actual or apparent conflicts of interest between personal and professional relationships, ~~the~~● ~~Company~~Provide ~~issued~~full, 2fair,~~500~~ accurate,~~000~~ ~~shares~~timely ~~pursuant~~and tounderstandable andisclosure ~~employment~~in ~~agreement.~~reports ~~The shares~~and ~~were~~documents ~~valued~~that atwe ~~$0.027~~file ~~per~~with, ~~share~~or (submits to, the ~~market~~SEC ~~price~~and in other public communications by our company, ● Comply with rules and regulations of ~~the~~federal, ~~common~~state ~~stock~~and onlocal governments and other private and public regulatory agencies that effect the ~~date~~conduct of our business and our financial reporting, ● Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the ~~issuance).~~member’s independent judgment to be subordinated

The Company issued the foregoing securities in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) promulgated thereunder, as there was no general solicitation to the investors and the transactions did not involve a public offering.40

40● Respect the confidentiality of information in the course of work, except when authorized or legally obtained to disclosure such information, ● Share knowledge and maintain skills relevant to carrying out the member’s duties within our company, ● Proactively promote ethical behavior as a responsible partner among peers and colleagues in the work environment and community, ● Achieve responsible use of and control over all assets and resources of our company entrusted to the member, and ● Promptly bring to the attention of the Chief Executive Officer any information concerning (a) significant deficiencies in the design or operating of internal controls which could adversely affect to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in our financial reporting or internal controls.

~~OZOP~~Director ~~ENERGY SOLUTIONS, INC.~~Independence

~~COSOLIDATED~~None ~~FINANCIAL~~of ~~STATEMENTS~~the members of our Board of Directors qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our Board has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our Board would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

~~Table~~In performing the functions of ~~Contents~~the audit committee, our board oversees our accounting and financial reporting process. In this function, our board performs several functions. Our board, among other duties, evaluates and assesses the qualifications of the Company’s independent auditors; determines whether to retain or terminate the existing independent auditors; meets with the independent auditors and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews and approves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be included in our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company’s management and the independent auditors the results of the annual audit and the

Filing Compare · OZOP ENERGY SOLUTIONS, INC.