Filing Compare · OZOP ENERGY SOLUTIONS, INC.

false 0001679817 P5Y P5Y P5Y P5Y P5Y P5Y P5Y 0001679817 2024-01-01 2024-03-31 0001679817 dei:BusinessContactMember 2024-01-01 2024-03-31 0001679817 2024-03-31 0001679817 2023-12-31 0001679817 us-gaap:SeriesDPreferredStockMember 2024-03-31 0001679817 us-gaap:SeriesDPreferredStockMember 2023-12-31 0001679817 us-gaap:SeriesEPreferredStockMember 2024-03-31 0001679817 us-gaap:SeriesEPreferredStockMember 2023-12-31 0001679817 2022-12-31 0001679817 us-gaap:SeriesCPreferredStockMember 2023-12-31 0001679817 us-gaap:SeriesCPreferredStockMember 2022-12-31 0001679817 us-gaap:SeriesDPreferredStockMember 2022-12-31 0001679817 us-gaap:SeriesEPreferredStockMember 2022-12-31 0001679817 us-gaap:SeriesCPreferredStockMember 2024-03-31 0001679817 2023-01-01 2023-03-31 0001679817 2023-01-01 2023-12-31 0001679817 2022-01-01 2022-12-31 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 OZSC:CommonStockToBeIssuedMember 2021-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2021-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2021-12-31 0001679817 us-gaap:CommonStockMember 2021-12-31 0001679817 us-gaap:TreasuryStockCommonMember 2021-12-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001679817 us-gaap:RetainedEarningsMember 2021-12-31 0001679817 us-gaap:NoncontrollingInterestMember 2021-12-31 0001679817 2021-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2024-01-01 2024-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2024-01-01 2024-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2024-01-01 2024-03-31 0001679817 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001679817 us-gaap:TreasuryStockCommonMember 2024-01-01 2024-03-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001679817 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001679817 us-gaap:NoncontrollingInterestMember 2024-01-01 2024-03-31 0001679817 OZSC:CommonStockToBeIssuedMember 2023-01-01 2023-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2023-01-01 2023-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2023-01-01 2023-03-31 0001679817 us-gaap:CommonStockMember 2023-01-01 2023-03-31 0001679817 us-gaap:TreasuryStockCommonMember 2023-01-01 2023-03-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0001679817 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001679817 us-gaap:NoncontrollingInterestMember 2023-01-01 2023-03-31 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 2022-01-01 2022-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2022-01-01 2022-12-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2022-01-01 2022-12-31 0001679817 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001679817 us-gaap:TreasuryStockCommonMember 2022-01-01 2022-12-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001679817 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001679817 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-12-31 0001679817 OZSC:CommonStockToBeIssuedMember 2024-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2024-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2024-03-31 0001679817 us-gaap:CommonStockMember 2024-03-31 0001679817 us-gaap:TreasuryStockCommonMember 2024-03-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001679817 us-gaap:RetainedEarningsMember 2024-03-31 0001679817 us-gaap:NoncontrollingInterestMember 2024-03-31 0001679817 OZSC:CommonStockToBeIssuedMember 2023-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesCPreferredStockMember 2023-03-31 0001679817 us-gaap:PreferredStockMember us-gaap:SeriesDPreferredStockMember 2023-03-31 0001679817 us-gaap:CommonStockMember 2023-03-31 0001679817 us-gaap:TreasuryStockCommonMember 2023-03-31 0001679817 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001679817 us-gaap:RetainedEarningsMember 2023-03-31 0001679817 us-gaap:NoncontrollingInterestMember 2023-03-31 0001679817 2023-03-31 0001679817 2023-05-05 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 2024-03-31 0001679817 OZSC:FirstSecuritiesPurchaseAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2024-01-26 2024-04-26 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember 2024-01-01 2024-03-31 0001679817 OZSC:FinancingAndRegistrationRightsAgreementMember us-gaap:CommonStockMember us-gaap:SubsequentEventMember 2024-04-01 2024-05-15 0001679817 2021-04-30 0001679817 OZSC:FirstSecuritiesPurchaseAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2022-04-01 2022-04-04 0001679817 OZSC:FirstSecuritiesPurchaseAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2022-10-16 2022-10-17 0001679817 OZSC:FirstSecuritiesPurchaseAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001679817 OZSC:FirstSecuritiesPurchaseAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2023-01-01 2023-01-23 0001679817 OZSC:SecondSecuritiesPurchaseAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2023-01-01 2023-01-18 0001679817 OZSC:SecondSecuritiesPurchaseAgreementMember OZSC:GHSInvestmentsLLCMember us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001679817 us-gaap:SubsequentEventMember OZSC:FinancingAndRegistrationRightsAgreementMember us-gaap:CommonStockMember 2024-01-01 2024-04-16 0001679817 OZSC:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001679817 OZSC:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-03-31 0001679817 OZSC:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-03-31 0001679817 OZSC:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001679817 OZSC:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-03-31 0001679817 OZSC:CustomerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-03-31 0001679817 OZSC:CustomerCMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001679817 OZSC:CustomerCMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-03-31 0001679817 OZSC:CustomerCMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-03-31 0001679817 OZSC:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001679817 OZSC:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001679817 OZSC:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-12-31 0001679817 OZSC:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001679817 OZSC:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001679817 OZSC:CustomerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-12-31 0001679817 us-gaap:AccountsPayableMember us-gaap:SupplierConcentrationRiskMember OZSC:OneSupplierMember 2023-01-01 2023-03-31 0001679817 us-gaap:AccountsPayableMember us-gaap:SupplierConcentrationRiskMember OZSC:OneSupplierMember 2023-01-01 2023-12-31 0001679817 OZSC:SupplierOneMember us-gaap:AccountsPayableMember us-gaap:SupplierConcentrationRiskMember 2022-01-01 2022-12-31 0001679817 OZSC:SupplierTwoMember us-gaap:AccountsPayableMember us-gaap:SupplierConcentrationRiskMember 2022-01-01 2022-12-31 0001679817 OZSC:TwoVendorsMember 2023-01-01 2023-12-31 0001679817 srt:MinimumMember us-gaap:BuildingAndBuildingImprovementsMember 2024-03-31 0001679817 srt:MaximumMember us-gaap:BuildingAndBuildingImprovementsMember 2024-03-31 0001679817 srt:MinimumMember OZSC:OfficeFurnitureAndEquipmentMember 2024-03-31 0001679817 srt:MaximumMember OZSC:OfficeFurnitureAndEquipmentMember 2024-03-31 0001679817 OZSC:WarehouseEquipmentMember 2024-03-31 0001679817 srt:MinimumMember us-gaap:BuildingAndBuildingImprovementsMember 2023-12-31 0001679817 srt:MaximumMember us-gaap:BuildingAndBuildingImprovementsMember 2023-12-31 0001679817 srt:MinimumMember OZSC:OfficeFurnitureAndEquipmentMember 2023-12-31 0001679817 srt:MaximumMember OZSC:OfficeFurnitureAndEquipmentMember 2023-12-31 0001679817 OZSC:WarehouseEquipmentMember 2023-12-31 0001679817 OZSC:SourcedAndDistributedProductsMember 2024-01-01 2024-03-31 0001679817 OZSC:SourcedAndDistributedProductsMember 2023-01-01 2023-03-31 0001679817 OZSC:OEDInstallationsMember 2024-01-01 2024-03-31 0001679817 OZSC:OEDInstallationsMember 2023-01-01 2023-03-31 0001679817 OZSC:SourcedAndDistributedProductsMember 2023-01-01 2023-12-31 0001679817 OZSC:SourcedAndDistributedProductsMember 2022-01-01 2022-12-31 0001679817 OZSC:OEDInstallationsMember 2023-01-01 2023-12-31 0001679817 OZSC:OEDInstallationsMember 2022-01-01 2022-12-31 0001679817 us-gaap:FairValueInputsLevel1Member 2024-03-31 0001679817 us-gaap:FairValueInputsLevel2Member 2024-03-31 0001679817 us-gaap:FairValueInputsLevel3Member 2024-03-31 0001679817 us-gaap:FairValueInputsLevel1Member 2023-12-31 0001679817 us-gaap:FairValueInputsLevel2Member 2023-12-31 0001679817 us-gaap:FairValueInputsLevel3Member 2023-12-31 0001679817 us-gaap:FairValueInputsLevel1Member 2022-12-31 0001679817 us-gaap:FairValueInputsLevel2Member 2022-12-31 0001679817 us-gaap:FairValueInputsLevel3Member 2022-12-31 0001679817 us-gaap:ConvertiblePreferredStockMember 2024-01-01 2024-03-31 0001679817 us-gaap:ConvertiblePreferredStockMember 2023-01-01 2023-03-31 0001679817 OZSC:UnexercisedCommonStockPurchaseWarrantsMember 2024-01-01 2024-03-31 0001679817 OZSC:UnexercisedCommonStockPurchaseWarrantsMember 2023-01-01 2023-03-31 0001679817 us-gaap:ConvertibleNotesPayableMember 2024-01-01 2024-03-31 0001679817 us-gaap:ConvertibleNotesPayableMember 2023-01-01 2023-03-31 0001679817 OZSC:PromissoryNotePayableMember 2024-01-01 2024-03-31 0001679817 OZSC:PromissoryNotePayableMember 2023-01-01 2023-03-31 0001679817 us-gaap:ConvertiblePreferredStockMember 2023-01-01 2023-12-31 0001679817 us-gaap:ConvertiblePreferredStockMember 2022-01-01 2022-12-31 0001679817 OZSC:UnexercisedCommonStockPurchaseWarrantsMember 2023-01-01 2023-12-31 0001679817 OZSC:UnexercisedCommonStockPurchaseWarrantsMember 2022-01-01 2022-12-31 0001679817 us-gaap:ConvertibleNotesPayableMember 2023-01-01 2023-12-31 0001679817 us-gaap:ConvertibleNotesPayableMember 2022-01-01 2022-12-31 0001679817 OZSC:PromissoryNotePayableMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNotePayableMember 2022-01-01 2022-12-31 0001679817 us-gaap:OfficeEquipmentMember 2024-03-31 0001679817 us-gaap:OfficeEquipmentMember 2023-12-31 0001679817 us-gaap:BuildingAndBuildingImprovementsMember 2024-03-31 0001679817 us-gaap:BuildingAndBuildingImprovementsMember 2023-12-31 0001679817 us-gaap:OfficeEquipmentMember 2022-12-31 0001679817 us-gaap:BuildingAndBuildingImprovementsMember 2022-12-31 0001679817 OZSC:FifteenPercentConvertibleNoteMember 2020-06-10 2020-06-10 0001679817 OZSC:FifteenPercentConvertibleNoteMember 2024-03-31 0001679817 OZSC:FifteenPercentConvertibleNoteMember 2023-12-31 0001679817 OZSC:FifteenPercentConvertibleNoteMember 2022-12-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-03-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-12-31 0001679817 us-gaap:MeasurementInputPriceVolatilityMember 2024-03-31 0001679817 us-gaap:MeasurementInputPriceVolatilityMember 2023-12-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2024-03-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2024-03-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2023-12-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2023-12-31 0001679817 OZSC:MeasurementInputPriceVolatilityOneMember srt:MinimumMember 2024-03-31 0001679817 OZSC:MeasurementInputPriceVolatilityOneMember srt:MaximumMember 2024-03-31 0001679817 OZSC:MeasurementInputPriceVolatilityOneMember srt:MinimumMember 2023-12-31 0001679817 OZSC:MeasurementInputPriceVolatilityOneMember srt:MaximumMember 2023-12-31 0001679817 us-gaap:MeasurementInputExercisePriceMember srt:MinimumMember 2024-03-31 0001679817 us-gaap:MeasurementInputExercisePriceMember srt:MaximumMember 2024-03-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-12-31 0001679817 us-gaap:MeasurementInputPriceVolatilityMember 2022-12-31 0001679817 us-gaap:MeasurementInputExercisePriceMember 2023-12-31 0001679817 us-gaap:MeasurementInputExercisePriceMember 2022-12-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2022-12-31 0001679817 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2022-12-31 0001679817 OZSC:MeasurementInputPriceVolatilityOneMember srt:MinimumMember 2022-12-31 0001679817 OZSC:MeasurementInputPriceVolatilityOneMember srt:MaximumMember 2022-12-31 0001679817 us-gaap:MeasurementInputExercisePriceMember srt:MinimumMember 2023-12-31 0001679817 us-gaap:MeasurementInputExercisePriceMember srt:MaximumMember 2023-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2023-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2023-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2024-01-01 2024-03-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2024-01-01 2024-03-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2024-03-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2024-03-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2021-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2021-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithWarrantsMember 2022-01-01 2022-12-31 0001679817 OZSC:DerivativeLiabilitiesAssociatedWithConvertibleNotesMember 2022-01-01 2022-12-31 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:NotePayableMember 2024-03-31 0001679817 OZSC:NotePayableMember 2023-12-31 0001679817 OZSC:OtherMember 2024-03-31 0001679817 OZSC:OtherMember 2023-12-31 0001679817 OZSC:NotePayableOneMember 2024-03-31 0001679817 OZSC:NotePayableOneMember 2023-12-31 0001679817 OZSC:NotePayableTwoMember 2024-03-31 0001679817 OZSC:NotePayableTwoMember 2023-12-31 0001679817 OZSC:NotePayableThreeMember 2024-03-31 0001679817 OZSC:NotePayableThreeMember 2023-12-31 0001679817 OZSC:NotePayableFourMember 2024-03-31 0001679817 OZSC:NotePayableFourMember 2023-12-31 0001679817 OZSC:NotePayableFiveMember 2024-03-31 0001679817 OZSC:NotePayableFiveMember 2023-12-31 0001679817 OZSC:NotePayableSixMember 2024-03-31 0001679817 OZSC:NotePayableSixMember 2023-12-31 0001679817 OZSC:NotePayableSevenMember 2024-03-31 0001679817 OZSC:NotePayableSevenMember 2023-12-31 0001679817 OZSC:NotePayableMember 2022-12-31 0001679817 OZSC:OtherMember 2022-12-31 0001679817 OZSC:NotePayableOneMember 2022-12-31 0001679817 OZSC:NotePayableTwoMember 2022-12-31 0001679817 OZSC:NotePayableThreeMember 2022-12-31 0001679817 OZSC:NotePayableFourMember 2022-12-31 0001679817 OZSC:NotePayableFiveMember 2022-12-31 0001679817 OZSC:NotePayableSixMember 2022-12-31 0001679817 OZSC:NotePayableSevenMember 2022-12-31 0001679817 OZSC:NotePayableMember 2024-01-01 2024-03-31 0001679817 OZSC:NotePayableMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableOneMember 2024-01-01 2024-03-31 0001679817 OZSC:NotePayableOneMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableTwoMember 2024-01-01 2024-03-31 0001679817 OZSC:NotePayableTwoMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableThreeMember 2024-01-01 2024-03-31 0001679817 OZSC:NotePayableThreeMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableFourMember 2024-01-01 2024-03-31 0001679817 OZSC:NotePayableFourMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableFiveMember 2024-01-01 2024-03-31 0001679817 OZSC:NotePayableFiveMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableSixMember 2024-01-01 2024-03-31 0001679817 OZSC:NotePayableSixMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableSevenMember 2024-01-01 2024-03-31 0001679817 OZSC:NotePayableSevenMember 2023-01-01 2023-12-31 0001679817 OZSC:NotePayableMember 2022-01-01 2022-12-31 0001679817 OZSC:NotePayableOneMember 2022-01-01 2022-12-31 0001679817 OZSC:NotePayableTwoMember 2022-01-01 2022-12-31 0001679817 OZSC:NotePayableThreeMember 2022-01-01 2022-12-31 0001679817 OZSC:NotePayableFourMember 2022-01-01 2022-12-31 0001679817 OZSC:NotePayableFiveMember 2022-01-01 2022-12-31 0001679817 OZSC:NotePayableSixMember 2022-01-01 2022-12-31 0001679817 OZSC:NotePayableSevenMember 2022-01-01 2022-12-31 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 2023-01-01 2023-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2023-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2024-01-01 2024-03-31 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 2024-03-31 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 2024-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2023-01-01 2023-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2024-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2021-03-17 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2021-03-16 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 2022-10-31 2022-10-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchSeventeenTwoThousandTwentyTwoMember 2024-01-01 2024-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchSeventeenTwoThousandTwentyTwoMember 2023-01-01 2023-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2024-03-31 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 2024-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:FebruaryNineTwoThousandTwentyTwoMember 2023-01-01 2023-03-31 0001679817 OZSC:PromissoryNoteTwoMember OZSC:LenderMember 2024-03-31 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:PromissoryNoteOneMember OZSC:HolderMember 2024-03-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:HolderMember 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2024-01-01 2024-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2024-03-31 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 2023-11-06 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2023-11-06 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 2024-03-31 0001679817 OZSC:PromissoryNoteMember 2023-12-31 0001679817 OZSC:PromissoryNoteMember 2024-01-01 2024-03-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchThirtyOneTwoThousandTwentyThreeMember 2022-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2022-01-01 2022-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2022-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:DecemberSevenTwoThousandTwentyTwoMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2022-01-01 2022-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember us-gaap:ValuationTechniqueOptionPricingModelMember 2022-01-01 2022-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember us-gaap:ValuationTechniqueOptionPricingModelMember 2022-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember 2022-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchSeventeenTwoThousandTwentyTwoMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:MarchSeventeenTwoThousandTwentyTwoMember 2022-01-01 2022-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember 2022-01-01 2022-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember us-gaap:ValuationTechniqueOptionPricingModelMember 2022-01-01 2022-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:LenderMember us-gaap:ValuationTechniqueOptionPricingModelMember 2022-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:LendersMember 2022-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:FebruaryNineTwoThousandTwentyTwoMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:LenderMember OZSC:FebruaryNineTwoThousandTwentyTwoMember 2022-01-01 2022-12-31 0001679817 OZSC:PromissoryNoteTwoMember OZSC:LenderMember 2022-12-31 0001679817 OZSC:HolderMember 2023-01-01 2023-12-31 0001679817 OZSC:HolderMember 2023-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:HolderMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNoteOneMember OZSC:HolderMember 2022-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2023-01-01 2023-12-31 0001679817 OZSC:PromissoryNoteMember OZSC:HolderMember 2022-12-31 0001679817 OZSC:PromissoryNoteMember 2022-12-31 0001679817 OZSC:PromissoryNoteMember 2023-01-01 2023-12-31 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 2024-03-31 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:MrConwayMember OZSC:EmploymentAgreementMember 2024-01-01 2024-03-31 0001679817 OZSC:MrConwayMember OZSC:EmploymentAgreementMember 2023-01-01 2023-03-31 0001679817 OZSC:MrConwayMember OZSC:EmploymentAgreementMember 2021-09-01 2021-09-01 0001679817 OZSC:MrConwayMember OZSC:EmploymentAgreementMember 2022-03-01 2022-03-31 0001679817 OZSC:MrConwayMember OZSC:EmploymentAgreementMember 2022-04-01 2022-04-30 0001679817 OZSC:RMAAgreementMember 2021-09-01 2021-09-01 0001679817 OZSC:RMAAgreementMember 2021-09-01 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 2024-03-31 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 2024-03-31 0001679817 us-gaap:AccountsPayableAndAccruedLiabilitiesMember 2023-12-31 0001679817 OZSC:SettlementAgreementMember OZSC:WIthinTwoDaysMember us-gaap:SubsequentEventMember 2024-04-04 2024-04-04 0001679817 OZSC:SettlementAgreementMember OZSC:BeforeSixtyDaysMember us-gaap:SubsequentEventMember 2024-04-04 2024-04-04 0001679817 OZSC:SettlementAgreementMember us-gaap:SubsequentEventMember 2024-04-04 2024-04-04 0001679817 OZSC:SettlementAgreementMember us-gaap:SubsequentEventMember 2024-05-02 2024-05-02 0001679817 OZSC:RMAAgreementMember 2021-08-28 2021-09-02 0001679817 OZSC:RMAAgreementMember 2021-09-03 2021-09-30 0001679817 OZSC:PJNStrategiesMember 2021-04-13 0001679817 OZSC:PJNStrategiesMember 2021-09-01 0001679817 OZSC:PJNStrategiesMember 2023-01-01 2023-12-31 0001679817 OZSC:PJNStrategiesMember 2022-01-01 2022-12-31 0001679817 OZSC:CoDirectorsOfSalesMember 2021-03-29 2021-03-30 0001679817 OZSC:CoDirectorsOfSalesMember 2021-03-30 0001679817 OZSC:CoDirectorsOfSalesMember us-gaap:RestrictedStockMember 2021-03-29 2021-03-30 0001679817 OZSC:CoDirectorsOfSalesMember us-gaap:RestrictedStockMember 2021-03-30 0001679817 OZSC:CoDirectorsOfSalesMember 2021-07-01 2021-07-01 0001679817 OZSC:CoDirectorsOfSalesMember 2021-07-01 0001679817 OZSC:CoDirectorsOfSalesMember 2021-09-28 2021-10-01 0001679817 OZSC:CoDirectorsOfSalesMember 2021-10-01 0001679817 OZSC:CoDirectorsOfSalesMember 2022-01-01 2022-01-14 0001679817 OZSC:CoDirectorsOfSalesMember 2022-12-31 0001679817 OZSC:MrStevenMartelloMember OZSC:ConsultingAgreementMember OZSC:AuroraEnterprisesMember 2021-03-15 0001679817 OZSC:MrStevenMartelloMember OZSC:ConsultingAgreementMember OZSC:AuroraEnterprisesMember 2021-03-14 2021-03-15 0001679817 OZSC:MrStevenMartelloMember OZSC:ConsultingAgreementMember OZSC:AuroraEnterprisesMember 2023-01-01 2023-12-31 0001679817 OZSC:MrStevenMartelloMember OZSC:ConsultingAgreementMember OZSC:AuroraEnterprisesMember 2022-01-01 2022-12-31 0001679817 OZSC:EzraGreenMember us-gaap:RestrictedStockMember OZSC:ConsultingAgreementMember 2021-01-05 2021-01-06 0001679817 OZSC:EzraGreenMember us-gaap:RestrictedStockMember 2021-01-05 2021-01-06 0001679817 OZSC:EzraGreenMember us-gaap:RestrictedStockMember 2021-01-06 0001679817 OZSC:MrAllenSosisMember us-gaap:RestrictedStockMember OZSC:ConsultingAgreementMember 2021-01-06 0001679817 OZSC:EzraGreenMember us-gaap:RestrictedStockMember us-gaap:RelatedPartyMember 2021-01-06 0001679817 OZSC:EzraGreenMember us-gaap:RestrictedStockMember 2023-01-01 2023-12-31 0001679817 OZSC:EzraGreenMember us-gaap:RestrictedStockMember 2022-01-01 2022-12-31 0001679817 OZSC:SalmanJChaudhryMember OZSC:SeparationAgreementMember us-gaap:RelatedPartyMember 2022-12-31 0001679817 us-gaap:AccountsPayableAndAccruedLiabilitiesMember 2022-12-31 0001679817 OZSC:SettlementAgreementMember OZSC:WIthinTwoDaysMember us-gaap:SubsequentEventMember 2024-04-04 2024-04-05 0001679817 OZSC:SettlementAgreementMember OZSC:BeforeSixtyDaysMember us-gaap:SubsequentEventMember 2024-04-04 2024-04-05 0001679817 OZSC:SettlementAgreementMember us-gaap:SubsequentEventMember 2024-04-04 2024-04-05 0001679817 us-gaap:CommonStockMember OZSC:FinancingAndRegistrationRightsAgreementMember 2024-01-08 2024-01-08 0001679817 us-gaap:CommonStockMember OZSC:FinancingAndRegistrationRightsAgreementMember 2024-01-08 0001679817 us-gaap:CommonStockMember OZSC:FinancingAndRegistrationRightsAgreementMember 2024-01-25 2024-01-25 0001679817 us-gaap:CommonStockMember OZSC:FinancingAndRegistrationRightsAgreementMember 2024-01-25 0001679817 us-gaap:CommonStockMember OZSC:FinancingAndRegistrationRightsAgreementMember 2024-02-12 2024-02-12 0001679817 us-gaap:CommonStockMember OZSC:FinancingAndRegistrationRightsAgreementMember 2024-02-12 0001679817 us-gaap:CommonStockMember OZSC:FinancingAndRegistrationRightsAgreementMember 2024-02-28 2024-02-28 0001679817 us-gaap:CommonStockMember OZSC:FinancingAndRegistrationRightsAgreementMember 2024-02-28 0001679817 us-gaap:CommonStockMember OZSC:FinancingAndRegistrationRightsAgreementMember 2024-03-14 2024-03-14 0001679817 us-gaap:CommonStockMember OZSC:FinancingAndRegistrationRightsAgreementMember 2024-03-14 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 2021-07-01 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 2024-03-31 0001679817 OZSC:RemainingWarrantSharesMember 2024-03-31 0001679817 OZSC:RemainingWarrantSharesMember 2024-01-01 2024-03-31 0001679817 us-gaap:SeriesEPreferredStockMember OZSC:CertificatesOfDesignationMember 2020-07-07 0001679817 us-gaap:RestrictedStockMember 2022-01-01 2022-12-31 0001679817 us-gaap:WarrantMember 2023-01-01 2023-12-31 0001679817 OZSC:RemainingWarrantSharesMember 2023-12-31 0001679817 OZSC:RemainingWarrantSharesMember 2023-01-01 2023-12-31 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 2021-06-01 2021-06-01 0001679817 2021-06-01 0001679817 stpr:CA 2021-04-14 0001679817 us-gaap:AccountingStandardsUpdate201602Member 2021-12-31 0001679817 stpr:CA 2021-04-11 2021-04-14 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:GHSInvestmentsLLCMember us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2024-04-01 2024-04-01 0001679817 OZSC:GHSInvestmentsLLCMember us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2024-01-01 2024-04-05 0001679817 srt:ChiefExecutiveOfficerMember 2023-01-01 2023-12-31 0001679817 srt:ChiefExecutiveOfficerMember 2022-01-01 2022-12-31 0001679817 OZSC:ChiefExecutiveOfficerBonusMember 2023-01-01 2023-12-31 0001679817 OZSC:ChiefExecutiveOfficerBonusMember 2022-01-01 2022-12-31 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 2023-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares utr:sqft xbrli:pure

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

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

info@ozopenergy.com

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

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

chase@bcjlaw.com

(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 ~~JULY___,~~APRIL ~~2024~~____ 2025.

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.

24,000,000,000 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 24,000,000,000 shares of common stock to be sold by GHS Investments LLC (“GHS”) pursuant to an Equity Financing Agreement (the “Financing Agreement”) dated April ~~May 2~~11, ~~2023~~2025. If issued presently, the 24,000,000,000 shares of common stock registered for resale by GHS would represent 2332.1813% of our issued and outstanding shares of common stock as of ~~July~~April 824, ~~2024~~2025.

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 ~~July~~April 824, ~~2024~~2025, the last reported sale price for our common stock was $0.~~0009~~0003 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 68. 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 ________________, ~~2024~~ 2025.

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	18
Item 5. DETERMINATION OF OFFERING PRICE	18
Item 6. DILUTION	19
Item 7. SELLING SECURITY HOLDER	19
Item 8. PLAN OF DISTRIBUTION	21
Item 9. DESCRIPTION OF SECURITIES TO BE REGISTERED	22
Item 10. INTERESTS OF NAMED EXPERTS AND COUNSEL	24
Item 11. INFORMATION WITH RESPECT TO THE REGISTRANT	24
Item 11A. MATERIAL CHANGES	37
Item 12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.	37
Item 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	38
Item 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS	38
Item 15. RECENT SALES OF UNREGISTERED SECURITIES	38
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	39

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

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. 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 to “Ozop Energy Solutions, Inc~~.”

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

On ~~December~~ 11July 10, 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”), and aCatherine ~~Nevada~~Chis ~~corporation~~(“Chis”), PCTI’s Chief Executive Officer (“CEO”) and aits ~~wholly~~sole ~~owned~~shareholder. ~~subsidiary~~Under the terms of the SPA, the Company. ~~OES~~acquired ~~was~~one ~~formed~~thousand to(1,000) beshares aof ~~manufacturer~~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 ~~distributor~~500 shares of ~~renewable~~the ~~energy~~Company’s ~~products~~Series E Preferred Stock to Chis.

~~OES is~~On ~~actively~~October ~~engaged~~29, in 2020, the ~~renewable,~~Company ~~electric~~formed ~~vehicle~~a ~~(“EV”)~~new wholly owned subsidiary, ~~energy~~Ozop ~~storage~~Surgical ~~and~~Name ~~energy~~Change ~~resiliency~~Subsidiary, ~~sectors~~Inc., Ona ~~April~~Nevada ~~15,~~corporation (“Merger Sub”). ~~2021,~~The ~~OES~~Merger ~~signed~~Sub awas ~~five-year~~formed ~~lease~~under ~~beginning~~the ~~June~~Nevada 1,Revised ~~2021,~~Statutes for ~~approximately~~the ~~8,100~~sole SFpurpose inand ~~California.~~effect Weof ~~are~~changing ~~engaged~~the inCompany’s ~~multiple~~name ~~business~~to “Ozop ~~lines~~Energy ~~that~~Solutions, ~~include~~Inc.” ~~Project~~That ~~Development~~same asday ~~well~~the asCompany ~~Equipment~~entered ~~Distribution.~~into ~~Our~~an ~~solar~~Agreement and ~~energy~~Plan ~~storage~~of ~~projects~~Merger ~~involve~~(the ~~large-scale~~“Merger ~~battery~~Agreement”) with the Merger Sub and ~~solar~~filed ~~photovoltaics~~Articles of Merger (~~PV)~~the ~~installations.~~“Articles ~~The~~of ~~utility-scale~~Merger”) ~~storage~~with ~~business~~the isNevada ~~based~~Secretary onof anState, ~~arbitrage~~merging ~~business~~the Merger ~~model~~Sub ininto the Company, which wewere ~~install multiple~~stamped 1+effective ~~megawatt~~as ~~batteries,~~of ~~charge~~November ~~them~~3, ~~with~~2020. ~~off-peak~~As ~~grid~~permitted ~~electricity~~by ~~under~~the ~~contract~~Section ~~with~~92.A.180 of the ~~utility~~Nevada Revised Statutes, ~~then~~the ~~sell~~sole purpose and effect of the ~~power~~filing ~~back during~~of ~~peak~~Articles ~~load~~of ~~hours~~Merger atwas ato ~~premium,~~change asthe ~~dictated~~name byof ~~prevailing~~the ~~electricity~~Company ~~tariffs~~from Ozop Surgical Corp to “Ozop Energy Solutions, Inc.”

~~Solar PV:~~On ~~Our~~December PV11, ~~business~~2020, ~~model involves~~ the ~~design~~Company ~~and~~formed ~~construction~~Ozop Energy ofSystems, ~~electrical~~Inc. ~~generating~~(“OES”), PVa ~~systems~~Nevada ~~that~~corporation ~~can~~and ~~resell~~a ~~power~~wholly toowned ~~the utilities~~subsidiary ~~or be used for off grid use as part~~ of ~~our~~the ~~developing Neo-Grids solution~~Company. ~~The~~OES ~~Neo-Grids proprietary program, patent pending,~~ was ~~developed~~formed ~~for the off-grid distribution of electricity~~ to ~~reduce~~be ~~the~~a ~~rates, fees and charges currently burdening the EV Charging~~manufacturer and ~~residential~~distributor ~~carport~~of ~~sectors.~~renewable Itenergy ~~will also reduce the lengthy permitting processes and streamline the installations~~products.

~~Electric Vehicle~~On ~~Chargers:~~August ~~The Neo-Grids~~19, ~~patent pending~~2021, ~~is comprised of~~ the ~~design,~~Company ~~engineering,~~formed ~~installation,~~Ozop ~~and operational methodologies~~Capital ~~as well as the financial arbitrage of how we produce~~Partners, ~~capture and distribute electrical energy for the EV markets~~Inc. ~~Neo-Grids~~(“Ozop ~~will~~Capital”), ~~serve both~~a ~~the~~Delaware ~~private~~corporation ~~auto~~ and ~~the~~a ~~commercial~~wholly ~~sectors.~~owned ~~OES~~subsidiary ~~has~~of ~~license rights to~~ the ~~proprietary~~Company. ~~“flow”~~Brian ~~that~~Conway was ~~filed~~appointed as ~~with~~ the ~~United~~ ~~States~~sole ~~Patent~~officer and ~~Trademark~~director ~~Office in March 2021. The exponential growth~~ of ~~the~~Ozop EVCapital ~~industry~~and has ~~been~~voting ~~accelerated~~control ~~by the recent major commitments~~ of ~~most~~Ozop ~~of the major car manufacturers~~Capital. Our Neo-Grids business model leverages this accelerated growth by offering (1) charging locations that can be installed at a significant discount to utility-tied installations and (2) EV charger electricity that is both renewable and less expensive than comparable grid supplied power as offered by local suppliers.

~~OES has~~On ~~developed~~October a29, ~~business~~2021, ~~plan~~EV ~~for~~Insurance ~~the~~Company, ~~Neo~~Inc. (“EVCO”) ~~Grids~~was ~~distribution~~formed ~~solution~~as ~~that~~a iscaptive ~~being~~insurance ~~executed~~company ~~now~~in ~~and~~the ~~will~~State ~~be coming out~~ of ~~Research and Development for proof of concept in Q4 2021~~Delaware. ~~Having~~EVCO ~~identified~~is ~~several manufacturers and established~~ a ~~supply~~wholly ~~line~~owned ~~for~~subsidiary EVof ~~chargers,~~Ozop weCapital. ~~have~~On ~~entered~~January ~~into~~7, ~~agreements~~2022, ~~for~~EVCO EVfiled ~~charger~~with ~~installations~~New asCastle ~~part~~County, ofDelaware ~~this~~DBA ~~proof~~OZOP ~~of concept and plan to service them under multi-year agreements~~Plus.

4On 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.

~~Equipment Distributor:~~On ~~OES~~May ~~has~~5, ~~entered~~2023, the ~~component~~Board ~~supply/distribution~~of ~~side~~Directors of the Company ~~renewable,~~approved ~~resiliency~~to ~~and~~amend ~~energy storage industries distributing~~ the ~~core~~Company’s ~~components~~Articles ~~associated~~of ~~with~~Incorporation ~~commercial~~(the ~~solar~~2023 PV“Amendment”) ~~systems~~to asincrease ~~well~~the ~~as onsite battery storage and power generation.~~authorized ~~The~~capital ~~components~~stock weof ~~are~~the ~~distributing~~Company ~~include~~to ~~PV panels~~7,000,000,000 ~~solar inverters~~shares, ~~solar~~of ~~mounting~~which ~~systems~~6, ~~stationary batteries~~990,000,000 ~~onsite~~shall ~~generators and~~be ~~other~~authorized ~~associated~~as ~~electrical~~common ~~equipment~~shares and ~~components that are all manufactured by multiple companies~~10,000,000 ~~both domestic and international.~~shall ~~These~~be ~~core~~authorized ~~products~~as ~~are~~preferred ~~sourced~~shares. ~~from~~The ~~management-developed~~Company ~~relationships~~filed ~~and~~the ~~are~~2023 ~~distributed~~Amendment ~~through~~with ~~our~~the ~~existing~~State ~~network~~of ~~and~~Nevada ~~our~~on ~~in-house sales~~June ~~team~~23, 2023.

OES management has decades of experience in the renewable, storage and resilient energy businesses and associated markets, which include but are not limited to project finance, project development, equipment finance, construction, utility protocol, regulatory policy and technology assessment.4

~~Where~~On June 4, 2024, the Board of Directors of the ~~You~~Company ~~Can~~approved ~~Find~~to Usamend 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.

~~Our offices~~On ~~are~~June ~~currently~~11, ~~located~~2024, atthe 55Company ~~Ronald~~formed ~~Reagan~~Automated Room ~~Blvd~~Controls, Inc. (“ARC”) a Nevada corporation, ~~Warwick~~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 NYtogether ~~10990~~IT specialists and lighting control experts. ~~Our~~We ~~telephone~~believe ~~number~~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 ~~(877)~~to ~~785~~deliver cutting-~~6967~~edge technology that simplifies complex control needs, ensuring seamless integration and exceptional performance.

~~GHS~~On March 4, 2025, the Board of Directors of the ~~Equity~~Company ~~Financing~~approved ~~Agreement~~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 ~~Registration~~10,000,000 ~~Rights~~shall be ~~Agreement~~authorized as preferred shares. The Company filed the 2025 Amendment with the State of Nevada on April 10, 2025.

~~Summary of~~Ozop ~~the~~Energy ~~Offering~~Systems Overview

Shares currently outstanding:		6,628,031,093
Shares being offered:		2,000,000,000
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.

Ozop Energy Systems

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

~~The~~Equipment Distributor: In April ~~tables~~2021, the Company signed a five-year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for office and ~~information~~warehouse space ~~below~~to ~~are~~support ~~derived~~the ~~from~~sales and distribution of our ~~consolidated~~west ~~financial~~coast ~~statements~~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 ~~twelve~~“Sublease”) ~~months~~with ~~ended~~the ~~December~~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, ~~2023~~2026, the lease termination date. The Company and the subleasee have agreed to work ~~2022~~together regarding any existing Company inventory in the facility.

	December 31, 2023			December 31, 2022
Cash	$	1,446,029		$	1,369,210
Total Assets		3,784,639			9,489,342
Total Liabilities		30,302,826			30,466,111
Total Stockholder’s Equity (Deficit)	$	(26,518,187	)	$	(20,976,769	)

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

~~Statement~~The Company has developed a business plan for NeoVolt™, a scalable battery storage solution that aims to relieve the stress on existing grid infrastructure by providing distributed energy storage. With the first stage of ~~Operations~~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.

	Year End December 31, 2023		Year End December 31, 2022
Revenue	$	4,760,705	$	16,629,450
Total Operating Expenses		5,644,981		5,959,344
Net Income (Loss) for the Period		7,369,681		6,025,812
Net Income (Loss) per Share	$	0.00	$	0.00

OZOP Plus

5Ozop Plus markets vehicle service contracts (VSC’s”) for electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services. EVCO has agreements with others whereby the battery premium associated with any EV VSC will be ceded to EVCO. OZOP Plus markets vehicle service contracts (“VSC’s”) for electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services. Among EV owners’ concerns are the EV battery repair and replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear on additional components that EV vehicles experience. Management believes that the OZOP Plus marketed VSC’s will give “peace of mind” to the EV buyer. On October 23, 2024, Ozop Capital Partners, Inc. entered into an agreement with Empire Auto Protect (“Empire”). Under the agreement, Empire will white label Royal Administration’s Fully Charged VSC, to be marketed as Empire Plus. OZOP Plus will be ceded the battery premium portion of all of the Empire Plus VSC’s contracted.

~~RISK FACTORS~~5

~~This investment~~Ozop ~~has~~Engineering ~~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.Design

~~Special~~OED was formed to become a premier engineering ~~Information~~and ~~Regarding~~lighting ~~Forward-Looking~~control ~~Statements~~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.

~~Some of~~Automated ~~the~~Room ~~statements~~Controls in 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 from any 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(bARC)(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.

~~Risks~~ARC is developing products to be an advanced lighting ~~Related~~controls system, intricately engineered to ~~Our~~integrate ~~Business~~sophisticated wired and ~~Industry~~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.

~~Readers should~~Sales ~~carefully consider the risks~~ and ~~uncertainties described below.~~marketing

~~Our failure~~The toCompany ~~successfully~~markets ~~address~~its ~~the~~products ~~risks~~through ~~and~~its ~~uncertainties~~websites as ~~described~~well ~~below~~as ~~would~~attending ~~have~~industry-specific atrade ~~material~~shows. ~~adverse effect on our business~~Additionally, ~~financial condition~~OZOP ~~and/or~~Plus ~~results~~markets ~~of operations, and~~ the ~~trading~~EV ~~price~~VSC ofin ~~our~~conjunction ~~common~~with ~~stock~~Royal ~~may~~Administration Services, ~~decline~~Inc. ~~and~~(“Royal”) ~~investors~~through ~~may~~Royal’s ~~lose~~agents ~~all~~and orthe ~~part~~Company ofalso ~~their investment.~~will Webegin ~~cannot~~marketing ~~assure~~the ~~you~~product ~~that~~through wevarious third-party ~~will~~websites ~~successfully~~and ~~address~~portals ~~these~~for ~~risks~~additional ordirect ~~other~~to ~~unknown~~consumer ~~risks~~marketing ~~that~~to ~~may~~EV ~~affect our business~~owners.

As an enterprise engaged in the development of 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 factors set out below.Competition

~~Business interruptions,~~We ~~including~~compete ~~any~~with ~~interruptions~~many ~~resulting~~companies ~~from~~in ~~COVID-19~~the various application segments including larger, ~~could~~more ~~significantly~~established ~~disrupt~~companies ~~our~~with ~~operations~~substantial ~~and~~capabilities, ~~could~~personnel ~~have~~and afinancial ~~material~~resources. Many ~~adverse~~of ~~impact~~our oncompetitors ushave ifa ~~the~~larger ~~situation~~presence ~~continues~~in global markets.

The ongoing coronavirus outbreak which began in China at the beginning of 2020 has impacted various businesses throughout the world, including travel restrictions and the extended shutdown of certain businesses in impacted geographic regions. If the coronavirus outbreak situation should worsen, we may experience disruptions to our business including, but not limited to equipment, to our workforce, or to our business relationships with other third parties.Employees

~~The extent~~As toof ~~which~~ the ~~coronavirus~~date ~~impacts~~of ~~our~~this ~~operations~~filing, orthe ~~those~~Company ofemploys 7 ~~our third~~full-~~party~~time ~~partners~~employees. ~~will~~Ozop ~~depend~~also onhas ~~future~~contracts ~~developments,~~with ~~which are~~various ~~highly~~independent ~~uncertain~~contractors and ~~cannot~~consultants beto ~~predicted~~fulfil ~~with~~additional ~~confidence~~needs, including accounting, ~~the~~investor ~~duration~~relations, ofbusiness ~~the~~development, ~~outbreak~~permitting, ~~new information that may emerge concerning the severity of the coronavirus~~ and ~~the~~other ~~actions~~corporate ~~to contain the coronavirus or treat its impact~~functions, ~~among~~and ~~others.~~may ~~Any~~increase ~~such~~staff ~~disruptions or~~further ~~losses~~as we expand ~~incur~~activities ~~could have a material adverse effect on our financial results~~ and ~~our~~bring ~~ability~~new toprojects ~~conduct business as expected~~online.

~~The Company~~Where ~~always~~You ~~maintains~~Can ~~the~~Find ~~ability for team members to work virtually.~~Us

6Our offices are currently located at 55 Ronald Reagan Blvd., Warwick, NY 10990. Our telephone number is (877) 785-6967.

~~We need to continue as a going concern if our business is to succeed.~~ 6

~~Our independent~~GHS ~~registered~~Equity ~~public~~Financing ~~accounting~~Agreement ~~firm reports on our audited financial statements for the years ended December 31, 2023,~~ and ~~2022,~~ ~~indicate that there are a number of factors that raise substantial risks about our ability to continue as a going concern. Such~~Registration ~~factors~~Rights identified in the report are our accumulated deficit since inception, our failure to attain profitable operations, the excess of liabilities over assets, and our dependence upon obtaining adequate additional financing to pay our liabilities. If we are not able to continue as a going concern, investors could lose their investments.Agreement

~~Because~~ Summary of the ~~unique difficulties and uncertainties inherent in technology development, we face a risk of business failure.~~Offering

Potential investors should be aware of the difficulties normally encountered by companies developing new technology and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the development of new technology with limited personnel and financial means. These potential problems include, but are not limited to, unanticipated technical problems that extend the time and cost of product development, or unanticipated problems with the operation of our technology.

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.

~~Product development~~Financial ~~involves significant time and expense and can be uncertain.~~Summary

The ~~development~~ oftables ~~technology~~ and ~~products~~information ~~for~~below ~~OES~~are isderived ~~costly, complex and time-consuming. Any investment into product development often involves~~from aour ~~long~~consolidated ~~wait~~financial ~~until~~statements aas ~~return,~~of ~~if any, is achieved on such investment. We continue to make significant investments in research~~ and ~~development relating~~for tothe ~~our~~years ~~technology~~ended ~~and~~December ~~products.~~31, ~~Investments~~2024 ~~in new technology~~ and ~~processes are inherently speculative~~2023.

If we do not obtain additional financing or sufficient revenues, our business will fail.

	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	)

~~Our business~~Statement 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 business plan through raising additional capital and/or revenue. Obtaining additional financing is subject to a number of factors, including investor acceptance of OES technology and current financial condition as well as general market conditions. These factors affect the 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.Operations

Successful technical development of our products does not guarantee successful commercialization.

	Year End December 31, 2024			Year End December 31, 2023

Revenue	$	1,342,653		$	4,760,705
Total Operating Expenses		3,619,155			5,644,981
Net Loss for the Period		(6,198,161	)		(7,369,681	)
Net Loss per Share	$	(0.00	)	$	(0.00	)

We may successfully complete the technical development for one or all of our product development programs, but still fail to develop a commercially successful product for a number of reasons, including among others the following:7

●RISK competing products; ● ineffective distribution and marketing; ● lack of sufficient cooperation from our partners; and ● demonstrations of the products not aligning with or meeting customer needs.FACTORS

~~Our success~~This ininvestment ~~the~~has ~~market~~a ~~for~~high ~~the~~degree ~~products~~of ~~we develop will depend largely on our ability to prove our products’ capabilities~~risk. ~~Upon~~ ~~demonstration,~~Before ~~our~~you ~~products~~invest ~~and/or~~you ~~technology~~should ~~may~~carefully ~~not~~consider ~~have~~ the ~~capabilities~~risks ~~they~~and ~~were~~uncertainties ~~designed~~described tobelow ~~have~~and orthe ~~that~~other weinformation ~~believed~~in ~~they~~this ~~would have~~prospectus. If ~~Furthermore,~~any ~~even~~of ifthe wefollowing dorisks ~~successfully~~actually ~~demonstrate~~occur, our ~~products’ capabilities, potential customers may be more comfortable doing~~ business ~~with a larger~~, ~~more~~operating ~~established,~~results ~~more~~and ~~proven~~financial ~~company~~condition ~~than~~could ~~us.~~be ~~Moreover~~harmed, ~~competing~~and ~~products~~the ~~may~~value ~~prevent us from gaining~~of ~~wide~~our ~~market~~stock ~~acceptance~~could ofgo ~~our products~~down. ~~Significant~~This ~~revenue~~means ~~from~~you ~~new~~could ~~product~~lose ~~investments~~all ~~may~~or ~~not be achieved for~~ a ~~number~~part of ~~years,~~your ~~if at all~~investment.

7Special Information Regarding Forward-Looking Statements

IfSome of the statements in this prospectus are we“forward-looking ~~fail~~statements.” toThese ~~protect~~forward-looking ~~our~~statements ~~intellectual~~involve ~~property~~certain ~~rights~~known and unknown risks, weuncertainties ~~could~~and other ~~lose~~factors which may cause our ~~ability~~actual results, performance or achievements to ~~compete~~be materially different from any 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 ~~market~~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 ~~intellectual~~Related ~~property and proprietary 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 must rely on trade secrets and nondisclosure agreements. Our ~~intellectual~~Business 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 result 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 substantial diversion of management attention. If we do not adequately protect our intellectual property, our competitors could use it to enhance their products. Our inability to adequately protect our intellectual property rights could adversely affect our business and financial condition, and the value of our brand and other intangible assets.Industry

~~Other companies~~Readers ~~may~~should ~~claim~~carefully ~~that~~consider wethe ~~infringe~~risks ~~their intellectual property, which could materially increase our costs~~ and ~~harm our ability to generate~~ ~~future~~uncertainties ~~revenue~~described ~~and profit~~below.

~~We do~~Our ~~not~~failure ~~believe~~to ~~that~~successfully weaddress ~~infringe~~ the ~~proprietary rights of any third party, but claims of infringement are becoming increasingly common~~risks and ~~third~~uncertainties ~~parties~~described ~~may~~below ~~assert~~would ~~infringement~~have ~~claims~~a ~~against~~material ~~us.~~adverse Iteffect ~~may~~on beour ~~difficult or impossible to identify~~business, ~~prior~~financial tocondition ~~receipt of notice from a third party, the trade secrets, patent position~~ and/or ~~other~~results ~~intellectual property rights~~ of ~~a third party~~operations, ~~either in the United States~~ orand ~~in foreign jurisdictions. Any such assertion may result in litigation or may require us to obtain a license for~~ the ~~intellectual~~trading ~~property rights~~price of ~~third~~our ~~parties.~~common Ifstock ~~we are required to obtain licenses to use any third-party technology, we would have to pay royalties, which~~ may ~~significantly~~decline ~~reduce any profit on our products. In addition, any such litigation could be expensive~~ and ~~disruptive~~investors tomay ~~our~~lose ~~ability to~~all ~~generate revenue~~ or ~~enter~~part ~~into~~of ~~new~~their ~~market opportunities~~investment. IfWe ~~any~~cannot ofassure ~~our~~you ~~products were found to infringe other parties’ proprietary~~that ~~rights and~~ we ~~are~~will ~~unable~~successfully toaddress ~~come~~these torisks ~~terms~~or ~~regarding~~other aunknown ~~license~~risks ~~with~~that ~~such parties, we~~ may beaffect ~~forced to modify~~ our ~~products to make them non-infringing or to cease production of such products altogether~~business.

~~The nature~~As an enterprise engaged in the development of new technology, our business ~~involves~~is ~~significant~~inherently ~~risks~~risky. ~~and~~Our ~~uncertainties~~common ~~that~~shares ~~may~~are ~~not~~considered bespeculative ~~covered~~during bythe ~~insurance~~development orof ~~indemnity~~our new business operations. Prospective investors should carefully consider the risk factors set out below.

~~We develop~~Business ~~and sell products where insurance or indemnification may not be available~~interruptions, including ~~designing~~any ~~and developing products using~~interruptions advanced and unproven technologies in solar and electric vehicle charging applications that are intended to operate in a variety of situations. Failure of certain of our products could result in loss of life or property damage. Certain products may raise questions with respect to issues of privacy rights, civil liberties, intellectual property, trespass, conversion and similar concepts, which may raise new legal issues. Indemnification to cover potential claims or liabilities resulting from a failure of technologies developed or deployed may be available in certain circumstances but not in others. We are not able to maintain insurance to protect against all operational risks and uncertainties. Substantial claims resulting from an accidentCOVID-19, ~~failure~~could ofsignificantly ~~our~~disrupt ~~product, or liability arising from~~ our ~~products~~operations inand ~~excess of any indemnity or insurance coverage (or for which indemnity or insurance is not available or was not obtained)~~ could ~~harm~~have ~~our~~a ~~financial condition,~~material ~~cash~~adverse ~~flows,~~impact ~~and~~on ~~operating~~us ~~results. Any accident, even~~ if ~~fully covered or insured, could negatively affect our reputation among our customers and~~ the ~~public,~~situation ~~and make it more difficult for us to compete effectively~~continues.

8The ongoing coronavirus outbreak which began in China at the beginning of 2020 has impacted various businesses throughout the world, including travel restrictions and the extended shutdown of certain businesses in impacted geographic regions. If the coronavirus outbreak situation should worsen, we may experience disruptions to our business including, but not limited to equipment, to our workforce, or to our business relationships with other third parties.

IfThe extent to which the coronavirus impacts our weoperations ~~are~~or ~~unable~~those toof ~~recruit~~our third-party partners will depend on future developments, which are highly uncertain and ~~retain~~cannot ~~key~~be ~~management~~predicted with confidence, ~~technical~~including the duration of the outbreak, new information that may emerge concerning the severity of the coronavirus and the ~~sales~~actions ~~personnel~~to contain the coronavirus or treat its impact, among others. Any such disruptions or losses we incur could have a material adverse effect on our ~~business~~financial ~~would~~results beand ~~negatively~~our ~~affected~~ability to conduct business as expected.

~~For our business to be successful, we need to attract and retain highly qualified technical, management and sales personnel.~~ The ~~failure to~~Company ~~recruit~~always ~~additional~~maintains ~~key~~the ~~personnel when needed with specific qualifications and on acceptable terms or to retain good relationships with our partners might impede our~~ ability ~~to continue to develop, commercialize and sell our products. To the extent the demand~~ for ~~skilled~~ ~~personnel exceeds supply, we could experience higher labor, recruiting and training costs in order to attract and retain such~~team ~~employees.~~members ~~We face competition for qualified personnel from other companies with significantly more resources available~~ to ~~them~~work ~~and thus may not be able to attract the level of personnel needed for our business to succeed~~virtually.

~~The reduction,~~We ~~elimination,~~need orto ~~expiration~~continue ~~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~~a orgoing ~~other~~concern ~~trade remedies imposed on solar~~if ~~cells and modules, could negatively impact demand and/or price levels for~~ our ~~solar~~business ~~modules~~is ~~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~~succeed.

~~Although we~~Our ~~believe~~independent ~~that~~registered ~~solar~~public ~~energy~~accounting ~~will~~firm reports ~~experience~~on ~~widespread~~our ~~adoption~~audited infinancial ~~those~~statements ~~applications~~for ~~where~~the ityears ~~competes~~ended ~~economically~~December ~~with~~31, ~~traditional forms of energy without any support programs~~2024, ~~in certain markets our net sales~~ and ~~profits~~2023, ~~remain~~indicate ~~subject~~that tothere ~~variability~~are ~~based~~a onnumber ~~the availability and size~~ of ~~government~~factors that ~~subsidies~~raise ~~and~~substantial ~~economic~~risks ~~incentives.~~about ~~Federal,~~our ~~state,~~ability ~~and~~to ~~local~~continue ~~governmental~~as ~~bodies~~a ingoing ~~many~~concern. ~~states~~Such ~~have provided~~factors ~~subsidies~~identified in the ~~form~~report ofare ~~rebates,~~our ~~tax~~accumulated deficit ~~incentives~~since inception, ~~and~~our ~~other~~failure ~~incentives~~ to ~~end~~attain ~~users.~~profitable ~~Many~~operations, ofthe ~~these~~excess ~~support~~of ~~programs~~liabilities ~~expire, phase out~~ over ~~time~~assets, ~~require~~and ~~renewal~~our bydependence ~~the~~upon ~~applicable~~obtaining adequate ~~authority,~~additional orfinancing ~~may~~to bepay ~~amended~~our liabilities. ToIf ~~the~~we ~~extent these support programs~~ are ~~reduced earlier~~not ~~than~~able ~~previously~~to ~~expected~~continue oras ~~are~~a ~~changed~~going ~~retroactively~~concern, ~~such~~investors ~~changes~~ could ~~negatively~~lose ~~impact~~their ~~demand and/or price levels for our solar modules and systems, lead to a reduction in our net sales, and adversely impact our operating results~~investments.

~~Several~~ Because of ~~our~~the ~~key~~unique ~~products~~difficulties ~~are either single-sourced or sourced from a limited number of suppliers,~~ and ~~their failure to perform could cause~~uncertainties ~~delays~~inherent ~~and impair our ability to deliver solar modules to customers~~ in ~~the~~technology ~~required~~development, ~~quality~~we ~~and~~face ~~quantities and at~~ a ~~price~~risk ~~that~~of isbusiness ~~profitable to us~~failure.

~~Our failure~~Potential toinvestors ~~obtain~~should ~~products~~be ~~that~~aware ~~meet~~of ~~our~~the ~~quality,~~difficulties normally ~~quantity,~~encountered by companies developing new technology and ~~cost~~the ~~requirements~~high inrate aof ~~timely~~failure ~~manner~~of ~~could~~such ~~interrupt~~enterprises. orThe ~~impair~~likelihood ~~our~~of ~~ability~~success tomust ~~sell~~be ~~our~~considered ~~solar~~in ~~modules~~light orof ~~increase~~the ~~our~~problems, ~~product~~expenses, ~~costs.~~difficulties, ~~Several~~complications ofand ~~our~~delays ~~key~~encountered ~~products~~in ~~are~~connection ~~either~~with ~~single-sourced~~the ordevelopment of ~~sourced~~new ~~from~~technology awith limited ~~number~~ ofpersonnel ~~suppliers.~~and Asfinancial ameans. ~~result,~~These ~~the~~potential ~~failure~~problems ofinclude, ~~any~~but ofare ~~our~~not ~~suppliers~~limited to, ~~perform~~unanticipated technical ~~could~~problems ~~disrupt~~that ~~our~~extend ~~supply~~the ~~chain~~time and ~~adversely~~cost ~~impact~~ of product development, or unanticipated problems with the operation of our ~~operations~~technology.

~~We may be unable to profitably provide new product offerings or achieve sufficient market penetration with such offerings.~~8

~~We may~~Product ~~expand~~development ~~our~~involves ~~portfolio of offerings to include solutions that build upon our core competencies but for which we have not had~~ significant ~~historical~~time ~~experience, including variations in our traditional product offerings or other offerings related to commercial~~ and ~~industrial customers.~~expenses ~~We cannot be certain that we will be able to ascertain~~ and ~~allocate~~can the appropriate financial and human resources necessary to grow these business areas. We could invest capital into growing these businesses but fail to address market or customer needs or otherwise not experience a satisfactory level of financial return. Also, in expanding into these areas, 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, commercial and industrial, or other targeted offeringsuncertain. ~~If we are unable to achieve growth in these areas, our overall growth and financial performance may be limited relative to our competitors and our operating results could be adversely impacted.~~

~~Material weaknesses~~The indevelopment ~~our~~of ~~internal~~technology ~~control~~and ~~over~~products ~~financing~~for OES ~~reporting~~is ~~may~~costly, complex and time-consuming. Any investment into product development often involves a long wait until ~~remedied~~a return, ~~cause~~if ~~errors~~any, is achieved on such an investment. We continue to make significant investments in ~~our~~research ~~financial~~and ~~statements~~development orrelating ~~cause~~to our technology ~~filings~~and ~~with~~products. ~~the~~Investments ~~SEC~~in tonew ~~not~~technology beand ~~timely~~processes are inherently speculative.

The Company believes that material weaknesses exist in our internal control over financial reporting as of December 31, 2023, including those related to (i) our internal audit functions and (ii) a lack of segregation of duties within accounting functions. If ~~our~~we ~~internal~~do ~~control over financial reporting or disclosure controls and procedures are~~ not ~~effective,~~obtain ~~there~~additional ~~may be errors in our financial statements that~~financing ~~could require a restatement~~ or ~~our~~sufficient ~~filings may not be timely made with the SEC. We intend to implement additional corporate governance and control measures to strengthen our control environment as we are able~~revenues, ~~but we may not achieve~~ our ~~desired~~business ~~objectives.~~will ~~Moreover, no control environment, no matter how well designed and operated, can prevent or detect all errors or fraud~~fail. We may identify material weaknesses and control deficiencies in our internal control over 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.

9Our 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 business plan through raising additional capital and/or revenue. Obtaining additional financing is subject to a number of factors, including investor acceptance of OES technology and current financial condition as well as general market conditions. These factors affect the 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.

~~We cannot~~Successful ~~guarantee~~technical ~~continued~~development ~~sales~~ of our products ordoes ~~services~~not guarantee successful commercialization.

We ~~cannot~~ ~~provide~~may ~~any~~successfully ~~assurance~~complete ~~that~~the ~~our~~technical ~~products~~development for ~~and~~one ~~services will sell~~ or ~~continue~~all toof ~~sell~~our atproduct ~~rates~~development ~~they~~programs, ~~have~~but ~~historically.~~still ~~Our~~fail ~~products and~~to ~~services~~develop ~~may~~a ~~become~~commercially ~~less~~successful ~~attractive~~product ~~compared~~for toa ~~competing~~number ~~products~~of ~~and services~~reasons, including ~~and~~among ~~our~~others ~~business~~the ~~would be harmed.~~following:

~~We may~~● becompeting ~~unable~~products; to● ~~effectively~~ineffective ~~implement~~distribution ~~our~~and ~~business~~marketing; ~~model~~● lack of sufficient cooperation from our partners; and ~~expand~~● demonstrations of the products not aligning with or meeting customer needs.

Our ~~business~~ ~~model~~success ~~and~~in ~~growth~~the ~~and~~market ~~marketing~~for ~~strategy~~the isproducts ~~predicated~~we develop will depend largely on ~~its~~our ability to ~~introduce~~prove our products’ ~~and services to the market~~capabilities. ~~We cannot~~Upon ~~assure that we will be able to execute our business plan~~demonstration, ~~introducing~~ our products and/or ~~services~~technology may ~~into~~not ~~new~~have ~~markets,~~the ~~that~~capabilities ~~customers will~~they ~~embrace~~were ~~our~~designed ~~products compared~~ to ~~competing~~have ~~products~~or ~~and~~that ~~services~~we ~~already~~believed ~~well~~they ~~established~~would inhave. ~~those markets~~Furthermore, ~~that~~even ~~any~~if ofwe ~~the~~do ~~target~~successfully ~~markets~~demonstrate ~~will adopt~~ our products’ ~~and services~~capabilities, orpotential ~~that prospective~~ customers ~~will~~may ~~agree~~be tomore ~~pay~~comfortable ~~the~~doing ~~prices~~business ~~for~~with ~~our~~a ~~products~~larger, ~~and~~more ~~services~~established, inmore ~~those~~proven ~~new~~company ~~markets~~than ~~we plan to charge~~us. InMoreover, ~~the~~competing ~~event~~products ~~prospective~~may ~~customers~~prevent ~~resist~~us ~~our~~from ~~products~~gaining ~~and~~wide ~~services~~market ~~and~~acceptance ~~paying~~of ~~the~~our ~~prices~~products. weSignificant ~~will~~revenue ~~charge,~~from ~~the~~new ~~Company’s~~product ~~business,~~investments ~~financial~~may ~~condition,~~not ~~and~~be ~~results~~achieved offor ~~operations~~a ~~will~~number beof ~~materially~~years, ~~and~~if ~~adversely~~at ~~affected~~all.

WeIf we fail to protect our intellectual property ~~may~~rights, ~~incur~~we ~~significant~~could ~~debt~~lose our ability to ~~finance~~compete ~~our~~in ~~operations~~the market.

~~There~~Our intellectual property and proprietary rights isare noimportant ~~assurance~~to ~~that~~our ability to remain competitive and for the ~~Company~~success ~~will~~of ~~not~~our ~~incur~~products ~~debt~~and inour ~~the~~business. ~~future~~We rely on a combination of patent, trademark ~~that~~and ittrade ~~will~~secret ~~have~~laws ~~sufficient~~as ~~funds~~well toas ~~repay~~confidentiality ~~its~~agreements ~~indebtedness~~and procedures, ornon-compete agreements and other contractual provisions ~~that~~to ~~the~~protect ~~Company~~our ~~will~~intellectual ~~not~~property, ~~default~~other onproprietary ~~its~~rights ~~debt~~and our brand. We have confidentiality agreements in place with our consultants, customers ~~jeopardizing~~and ~~its~~certain business ~~viability~~suppliers and plan to require future employees to enter into confidentiality and non-compete agreements. We ~~Furthermore~~have little protection when we must rely on trade secrets and nondisclosure agreements. Our intellectual property rights may be challenged, invalidated ~~the~~or ~~Company~~circumvented by third parties. We may not be able to ~~borrow~~prevent the unauthorized disclosure or use of our technical knowledge or ~~raise~~other ~~additional~~trade ~~capital~~secrets inby ~~the~~employees ~~future~~or competitors. Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to ~~meet~~our technologies and/or products, which could result in decreased revenues. Moreover, the laws ~~Company’s~~of ~~needs~~foreign orcountries may not protect our intellectual property rights to ~~otherwise~~the ~~provide~~same extent as the ~~capital~~laws of the U.S. Litigation may be necessary to ~~conduct~~enforce our intellectual property rights which could result in substantial costs to us and substantial diversion of management ~~its~~attention. If we do not adequately protect our intellectual property, our competitors could use it to enhance their products. Our inability to adequately protect our intellectual property rights could adversely affect our business and financial condition, and the value of our brand and other intangible assets.

~~The Company has not established consistent methods for determining the consideration paid to management.~~9

~~The consideration~~Other ~~being~~companies ~~paid~~may byclaim ~~the Company to its CEO, Mr. Conway, has not been determined based on arm’s length negotiation. While management believes~~ that ~~Mr.~~we ~~Conway’s current compensation arrangement is fair for the work being performed, there is no assurance~~infringe ~~that~~their ~~the~~intellectual ~~consideration to management reflects the true market value of his services. Additionally~~property, inwhich ~~the~~could ~~future,~~materially ~~the~~increase ~~Company~~our ~~may~~costs ~~grant net~~and ~~profits~~harm ~~interests~~our toability ~~its executive officers in addition~~ to ~~stock~~generate ~~options,~~future ~~which~~revenue ~~may~~and ~~further dilute shareholders’ ownership of the Company~~profit.

~~There is~~We nodo ~~guarantee~~not believe that we infringe the ~~Company~~proprietary rights ~~will~~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 ~~dividends~~royalties, which may significantly reduce any profit on our products. In addition, any such litigation could be expensive and disruptive to ~~its~~our ~~shareholders~~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.

The ~~Company~~ ~~does~~nature ~~not~~of ~~anticipate~~our ~~declaring~~business ~~and~~involves ~~paying dividends to its shareholders in the near future. It is the Company’s current~~significant ~~intention~~risks ~~to apply net earnings, if any, in the foreseeable future to increasing its capital base~~ and ~~marketing.~~uncertainties ~~Prospective~~that ~~investors seeking~~may ~~or needing dividend income or liquidity should therefore~~ not ~~purchase the Shares. There can~~ be nocovered ~~assurance~~by ~~that~~insurance ~~the~~or Company will ever have sufficient earnings to declare and pay dividends to the holders of the Company’s Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of the Company’s Board of Directorsindemnity.

~~Management~~We develop and sell products where insurance or ~~cannot~~indemnification ~~guarantee~~may not be available, including designing and developing products using advanced and unproven technologies in solar and electric vehicle charging applications that ~~its~~are ~~relationship~~intended to operate in a variety of situations. Failure of certain of our products could result in loss of life or property damage. Certain products may raise questions with ~~the~~respect ~~Company~~to ~~does~~issues of privacy rights, civil liberties, intellectual property, trespass, conversion and similar concepts, which may raise new legal issues. Indemnification to cover potential claims or liabilities resulting from a failure of technologies developed or deployed may be available in certain circumstances but not in ~~create~~others. ~~conflicts~~We are not able to maintain insurance to protect against all operational risks and uncertainties. Substantial claims resulting from an accident, failure of ~~interest~~our product, or liability arising from our products in excess of any indemnity or insurance coverage (or for which indemnity or insurance is not available or was not obtained) could harm our financial condition, cash flows, and operating results. Any accident, even if fully covered or insured, could negatively affect our reputation among our customers and the public, and make it more difficult for us to compete effectively.

~~The relationship~~If ofwe ~~management~~are ~~and~~unable ~~its affiliates~~ to ~~the~~recruit ~~Company~~and ~~could~~retain ~~create conflicts of interest. While~~ key management, ~~has~~technical aand ~~fiduciary~~sales ~~duty to the Company~~personnel, itour ~~also~~business ~~determines~~would ~~its~~be ~~compensation~~negatively ~~from the Company~~affected. ~~Management’s compensation from the Company has not been determined pursuant to arm’s-length negotiation.~~

~~The~~For our business to be successful, we need to ~~Company~~attract ~~may~~and ~~sustain~~retain ~~losses~~highly ~~that~~qualified ~~cannot~~technical, bemanagement ~~recovered~~and ~~through~~sales ~~insurance~~personnel. The failure to recruit additional key personnel when needed with specific qualifications and on acceptable terms or to retain good relationships with our partners might impede our ability to continue to develop, commercialize and sell our products. To the extent the demand for skilled personnel exceeds supply, we could experience higher labor, recruiting and training costs in order to attract and retain such employees. We face competition for qualified personnel from other companies ~~preventative~~with ~~measures~~significantly more resources available to them and thus may not be able to attract the level of personnel needed for our business to succeed.

~~There~~The reduction, iselimination, noor ~~assurance~~expiration ~~that~~of ~~the~~government ~~Company~~subsidies, ~~will~~economic ~~not~~incentives, ~~incur~~tax ~~uninsured~~incentives, ~~liabilities~~renewable energy targets, and ~~losses~~other assupport afor on-grid ~~result~~solar ofelectricity ~~the~~applications, ~~conduct~~or ofother ~~its~~public ~~business.~~policies, ~~The~~such ~~Company plans~~as totariffs ~~maintain~~or ~~comprehensive~~other ~~liability~~trade remedies imposed on solar cells and ~~property~~modules, could ~~insurance~~negatively atimpact ~~customary~~demand and/or price levels. ~~The~~for ~~Company~~our ~~will~~solar ~~also~~modules ~~evaluate~~and ~~the~~systems ~~availability~~ and ~~cost~~limit ofour ~~business~~growth ~~interruption~~or ~~insurance.~~lead ~~However,~~to ~~should~~a ~~uninsured~~reduction ~~losses~~in ~~occur,~~our net ~~the~~sales ~~Shareholders~~or ~~could~~increase ~~lose~~our ~~their~~costs, ~~invested~~thereby ~~capital~~adversely impacting our operating results.

10Although we believe that solar energy will experience widespread adoption in those applications where it competes economically with traditional forms of energy without any support programs, in certain markets our net sales and profits remain subject to variability based on the availability and size of government subsidies and economic incentives. Federal, state, and local governmental bodies in many states have provided subsidies in the form of rebates, tax incentives, and other incentives 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 levels for our solar modules and systems, lead to a reduction in our net sales, and adversely impact our operating results.

~~We may be subject to liabilities that are not readily identifiable at this time.~~10

~~The Company~~Several ~~may~~of ~~have liabilities to affiliated or unaffiliated lenders. These liabilities would represent fixed costs we would be required~~our tokey beproducts ~~pay,~~are ~~regardless~~either ofsingle-sourced ~~the level of business~~ or ~~profitability~~sourced ~~experienced~~from bya ~~the~~limited ~~Company.~~number ~~There~~of issuppliers, noand ~~assurance~~their ~~that~~failure ~~the Company will be able~~ to ~~pay~~perform ~~all~~could ofcause ~~its~~delays and ~~liabilities.~~impair ~~Furthermore,~~our ~~the~~ability ~~Company~~to isdeliver ~~always~~solar ~~subject~~modules to ~~the risk of litigation from~~ customers, ~~suppliers, employees,~~in ~~and others. Litigation can cause~~ the ~~Company~~required toquality ~~incur~~and ~~substantial~~quantities ~~expenses~~ and, ifat ~~cases~~a ~~are~~price ~~lost,~~that ~~judgments,~~is ~~and awards can~~profitable ~~add~~ to ~~the Company’s costs~~us.

InOur failure to obtain ~~the~~products ~~course~~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 ~~business~~our key products are either single-sourced or sourced from a limited number of suppliers. As a result, the ~~Company~~failure ~~may~~of ~~incur~~any ~~expenses~~of ~~beyond~~our ~~what~~suppliers ~~was~~to ~~anticipated~~perform could disrupt our supply chain and adversely impact our operations.

~~Unanticipated costs~~We may ~~force~~be ~~the Company to obtain additional capital or financing from other sources or may cause the Company to lose its entire investment in the Company if it is~~ unable ~~to obtain the additional funds necessary to implement its business plan. There is no assurance~~ ~~that the Company will be able~~ to ~~obtain~~profitably ~~sufficient~~provide ~~capital~~new toproduct ~~implement~~offerings ~~its business plan successfully. If a greater investment is required in the business because of cost overruns, the probability of earning a profit~~ or aachieve ~~return~~sufficient ofmarket ~~shareholder~~penetration ~~investment~~with insuch ~~the Company is diminished~~offerings.

~~The~~We may expand our portfolio ~~Company~~of ~~will~~offerings ~~rely~~to oninclude ~~management~~solutions that build upon our core competencies but for which we have not had significant historical experience, including variations in our traditional product offerings or other offerings related to ~~execute~~commercial and industrial customers. We cannot be certain that we will be able to ascertain and allocate the ~~business~~appropriate ~~plan~~financial and ~~manage~~human resources necessary to grow these business areas. We could invest capital into growing these businesses but fail to address market or customer needs or otherwise not experience a satisfactory level of financial return. Also, in expanding into these areas, 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 ~~Company’s~~residential, ~~affairs~~commercial and industrial, or other targeted offerings. If we are unable to achieve growth in these areas, our overall growth and financial performance may be limited relative to our competitors and our operating results could be adversely impacted.

~~Under applicable~~Material ~~state~~weaknesses ~~corporate~~in ~~law~~our ~~and~~internal ~~the~~control over ~~Bylaws~~financing ofreporting ~~the Company~~may, ~~the~~until ~~officers~~remedied, ~~and~~cause ~~directors~~errors ofin ~~the~~our ~~Company~~financial ~~have~~statements ~~the~~or ~~power~~cause ~~and~~our ~~authority to~~filings ~~manage~~with ~~all aspects of~~ the ~~Company’s~~SEC ~~business.~~to ~~Shareholders~~not ~~must~~ be ~~willing to entrust all aspects of the Company’s business to its directors and executive officers~~timely.

~~There~~The Company believes that material weaknesses isexist in our internal control over financial reporting as of December 31, 2024, including those related to (i) our internal audit functions and (ii) a lack of segregation of duties within accounting functions. If our internal control over financial reporting or disclosure controls and procedures are not effective, there may be errors in our financial statements that could require a restatement or our filings may not be timely made with the SEC. We intend to implement additional corporate governance and control measures to strengthen our control environment as we are able, but we may not achieve our desired objectives. Moreover, no ~~assurance~~control environment, no matter how well designed and operated, can prevent or detect all errors or fraud. We may identify material weaknesses and control deficiencies in our internal control over financial reporting in the ~~Company~~future ~~will~~that ~~always~~may ~~have~~require ~~adequate~~remediation ~~capital~~and could lead investors losing confidence in our reported financial information, which could lead to ~~conduct~~a ~~its~~decline ~~business~~in our stock price.

~~The Company~~We ~~will have limited capital available to it. If the Company’s entire original capital is fully expended and additional costs~~ cannot beguarantee ~~funded~~continued ~~from~~sales ~~borrowings or capital from other sources, then the Company’s financial condition, results~~ of ~~operations and~~our ~~business~~products ~~performance~~or ~~would be materially adversely affected~~services.

~~The~~We cannot provide any assurance that our products ~~Company~~and isservices ~~required~~will sell or continue to ~~indemnify~~sell ~~its~~at ~~directors~~rates they have historically. Our products and ~~officers~~services may become less attractive compared to competing products and services, and our business would be harmed.

~~The Company’s~~We ~~Bylaws~~may ~~provide~~be ~~that~~unable ~~the Company will indemnify its officers and directors~~ to ~~the~~effectively ~~maximum extent permitted by Nevada law.~~implement Ifour ~~the~~business ~~Company~~model ~~were~~and ~~called upon to indemnify an officer or director, then the portion of its assets expended for such a purpose would reduce the amount otherwise available for the Company’s business~~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 assure that we will be able to execute our ~~may~~business ~~encounter~~plan, ~~difficulties~~introducing ~~managing~~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 ~~growth~~of the target markets will adopt our products and services, or that prospective customers will agree to pay the prices for our products and ifservices wein ~~are~~those ~~unable~~new markets we plan to docharge. ~~so,~~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 ~~may~~ will be materially and adversely affected.

If we are able to successfully launch 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.11

~~Our ability~~We tomay ~~effectively~~incur ~~manage~~significant ~~our~~debt ~~operations, growth and various projects across our target markets will require us~~ to ~~make additional~~finance ~~investments in~~ our infrastructure to continue to improve our operational, financial and management controls and our reporting systems and procedures and to attract and retain sufficient numbers of talented employees, which we may be unable to do effectivelyoperations. ~~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~~There is no assurance that the Company will not ~~Related~~incur debt in the future, that it will have sufficient funds to ~~Our~~repay ~~Intellectual~~its ~~Property~~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.

~~We may~~The ~~become~~Company ~~involved~~has innot ~~intellectual~~established ~~property~~consistent methods ~~disputes,~~for ~~which~~determining ~~may~~the ~~disrupt~~consideration ~~our~~paid ~~business and require us~~ to ~~pay significant damage awards~~management.

~~Third parties~~The ~~may~~consideration ~~sue~~being uspaid ~~for~~by ~~intellectual~~the ~~property~~Company ~~infringement,~~to its ~~which~~CEO, ifMr. ~~successful~~Conway, ~~could~~has ~~disrupt~~not ~~our~~been ~~business,~~determined ~~cause~~based uson toarm’s ~~pay~~length ~~significant~~negotiation. While management believes that Mr. Conway’s ~~damage~~current ~~awards~~compensation orarrangement ~~require~~is usfair tofor ~~pay~~the ~~licensing~~work ~~fees.~~being Weperformed, ~~may~~there ~~also~~is beno ~~required~~assurance that the consideration to ~~pay~~management ~~penalties~~reflects the true market value of his services. Additionally, ~~judgments~~in the future, ~~royalties~~the orCompany ~~significant~~may ~~settlement costs.~~grant Ifnet weprofits ~~fail~~interests orto ~~are~~its ~~unable~~executive officers in addition to ~~develop~~stock ~~non-infringing~~options, ~~technology~~which ~~our~~may ~~business~~further ~~could~~dilute ~~suffer~~shareholders’ ownership of the Company.

11There is no guarantee that the Company will pay dividends to its shareholders.

~~Third~~The Company does not anticipate declaring and ~~parties~~paying ~~may~~dividends ~~misappropriate~~to ~~our~~its ~~proprietary~~shareholders ~~technologies~~in the near future. It is the Company’s current intention to apply net earnings, ~~information~~if any, in the foreseeable future to increasing its capital base and marketing. Prospective investors seeking or ~~trade~~needing ~~secrets~~dividend ~~despite~~income aor ~~contractual~~liquidity should ~~obligation~~therefore not purchase the Shares. There can be no assurance that the Company will ever have sufficient earnings to dodeclare soand pay dividends to the holders of the Company’s Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of the Company’s Board of Directors.

~~Third parties~~Management ~~(including~~cannot ~~joint~~guarantee ~~venture,~~that ~~collaboration,~~its ~~development partners, contract manufacturers, and other contractors and shipping agents)~~relationship ~~may~~with 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 use the ~~technologies~~Company ~~for~~does ~~their~~not ~~own~~create ~~commercial gain.~~conflicts Inof 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 protectioninterest.

~~Risks~~The relationship of management and its affiliates ~~Relating~~to the Company could create conflicts of interest. While management has a fiduciary duty to ~~Our~~the ~~Common~~Company, ~~Stock~~it also determines its compensation from the Company. Management’s compensation from the Company has not been determined pursuant to arm’s-length negotiation.

~~An investment~~The inCompany ~~our~~may ~~securities~~sustain islosses ~~extremely~~that ~~speculative, and there can~~ cannot be norecovered ~~assurance~~through ofinsurance ~~any~~or ~~return~~other onpreventative ~~the investment~~measures.

~~An investment~~There ~~in our securities~~ is ~~extremely speculative, and there is~~ no assurance that ~~investors~~the Company will ~~obtain any return on their investment.~~not ~~Investors~~incur ~~will~~uninsured beliabilities ~~subject~~and tolosses ~~substantial~~as ~~risks,~~a ~~including~~result ~~the risk~~ of ~~losing their entire investment in our securities. For example,~~ the ~~market~~conduct ~~price~~ of ~~our~~its ~~common~~business. ~~stock~~The isCompany ~~subject~~plans to ~~significant~~maintain ~~fluctuations~~comprehensive inliability and ~~response~~property toinsurance ~~variations~~at incustomary ~~our~~levels. ~~quarterly~~The ~~operating~~Company ~~results, general~~will ~~trends~~also inevaluate the ~~market~~availability and ~~other~~cost ~~factors, many~~ of ~~which~~business weinterruption ~~have little or no control over~~insurance. ~~In addition, broad market fluctuations,~~ ~~as well as general economic~~However, ~~business~~should ~~and~~uninsured ~~political~~losses ~~conditions~~occur, ~~may adversely affect~~ the ~~market~~Shareholders ~~for~~could ~~our~~lose ~~common~~their ~~stock,~~invested ~~regardless of our actual or projected performance~~capital.

~~Because the~~We ~~Company is a “smaller reporting company,” we~~ may ~~take~~be ~~advantage~~subject ~~of certain scaled disclosures available~~ to ~~us,~~liabilities ~~resulting in holders of our securities receiving less Company information than they would receive from a public company~~ that is are not areadily ~~smaller~~identifiable ~~reporting company.~~at this time.

~~We are~~The aCompany ~~“smaller~~may ~~reporting~~have ~~company”~~liabilities asto ~~defined~~affiliated or inunaffiliated ~~the Exchange Act~~lenders. AsThese aliabilities ~~smaller~~would ~~reporting~~represent ~~company,~~fixed costs we ~~may~~would ~~take advantage of certain of the scaled disclosures available to smaller reporting companies and will~~ be ~~able~~required to ~~take~~pay, ~~advantage~~regardless of ~~these~~the ~~scaled~~level ~~disclosures~~of business ~~for~~or soprofitability ~~long~~experienced asby ~~(i)~~the ~~our~~Company. ~~voting~~There ~~and~~is ~~non-voting~~no ~~common~~assurance ~~stock~~that ~~held~~the byCompany ~~non-affiliates~~will isbe ~~less~~able ~~than~~to ~~$250~~pay ~~million~~all ~~measured on the last business day~~ of ~~our~~its ~~second~~liabilities. ~~fiscal quarter~~Furthermore, the orCompany ~~(ii) our annual revenue~~ is ~~less~~always ~~than~~subject ~~$100~~to ~~million during~~ the ~~most~~risk ~~recently~~of ~~completed~~litigation ~~fiscal~~from ~~year and~~customers, ~~our~~suppliers, ~~voting~~employees, and ~~non-voting~~others. ~~common~~Litigation ~~stock~~can ~~held~~cause ~~by non-affiliates is less than $700 million measured on~~ the ~~last business day of our~~Company ~~second~~to ~~fiscal~~incur ~~quarter.~~substantial Toexpenses ~~the~~and, ~~extent~~if wecases ~~take~~are ~~advantage of any reduced disclosure obligations~~lost, itjudgments ~~may~~and ~~make~~awards itcan ~~harder~~add ~~for investors~~ to ~~analyze~~ the Company’s ~~results of operations and financial prospectus in comparison with other public companies~~costs.

~~To fund~~In ~~its~~the ~~operations~~course of business, the Company may incur ~~conduct~~expenses ~~further~~beyond ~~offerings~~what inwas ~~the future, in which case our common stock will be diluted~~anticipated.

~~To fund~~Unanticipated ~~its~~costs ~~business~~may ~~operations,~~force the Company ~~anticipates continuing~~ to ~~rely on sales of its securities, which may include common stock,~~obtain ~~preferred stock, convertible debt and/or warrants convertible or exercisable into shares of common stock. Common stock may be issued in return for~~ additional ~~funds~~capital or ~~upon~~financing ~~conversion~~from orother ~~exercise~~sources ~~of outstanding convertible debentures~~ or ~~warrants.~~may Ifcause ~~additional common stock is issued,~~ the ~~price~~Company ~~per~~to ~~share~~lose ofits ~~the~~entire ~~common~~investment ~~stock~~in ~~could be lower than~~ the ~~price~~Company ~~paid~~if byit ~~existing~~is ~~holders of common stock, and~~unable ~~the~~to ~~percentage~~obtain ~~interest in~~ the ~~Company~~additional offunds ~~those~~necessary ~~shareholders~~to ~~will~~implement beits ~~lower~~business plan. ~~This~~There ~~result~~ is ~~referred~~no toassurance asthat ~~“dilution,” which could result in a reduction in~~ the ~~per share value of your shares of common stock. The~~ Company’s ~~failure~~will orbe ~~inability~~able to ~~raise~~obtain sufficient capital ~~when needed or on terms acceptable~~ to ~~the~~implement ~~Company~~its ~~and~~business ~~our~~plan ~~shareholders~~successfully. ~~could~~If ~~have~~ a ~~material~~greater ~~adverse~~investment ~~effect~~is onrequired in the ~~Company’s~~ business, ~~financial~~because ~~condition~~of ~~and~~cost ~~results~~overruns, the probability of ~~operations~~earning ~~and~~a ~~would~~profit ~~also~~or ~~have~~ a ~~negative~~return ~~adverse~~of ~~effect~~shareholder oninvestment in the ~~price~~Company ofis ~~our common stock~~diminished.

The Company ~~may~~will ~~utilize~~rely ~~debt~~on ~~financing~~management to ~~fund~~execute the ~~its~~business ~~operations~~plan and manage the Company’s affairs.

~~If the~~Under ~~Company~~applicable ~~undertakes~~state ~~debt~~corporate ~~financing~~law toand ~~fund~~the ~~its~~Bylaws of ~~operations,~~ the ~~financing may involve significant restrictive covenants. In addition~~Company, ~~there~~ ~~can~~the beofficers noand ~~assurance~~directors ~~that~~of ~~such~~the ~~financing~~Company ~~will~~have bethe ~~available~~power onand ~~terms~~authority ~~satisfactory~~ to ~~the~~manage ~~Company,~~all ifaspects atof ~~all.~~the ~~The~~ Company’s business. ~~failure~~Shareholders ormust ~~inability~~be towilling ~~obtain financing when needed or on terms acceptable~~ to ~~the~~entrust ~~Company~~all ~~and~~aspects ~~our~~of ~~shareholders could have a material adverse effect on~~ the Company’s business, ~~financial~~to ~~condition~~its ~~and~~directors ~~results of operations~~ and ~~would~~executive ~~also have a negative adverse effect on the price of our common stock~~officers.

~~The trading~~There ~~price~~is ofno ~~our~~assurance ~~common~~the ~~stock~~Company ~~may~~will ~~fluctuate~~always have ~~significantly~~adequate capital to conduct its business.

~~Volatility in~~The ~~the~~Company ~~trading~~will ~~price~~have oflimited ~~shares~~capital ofavailable to ~~our~~it. ~~common~~If ~~stock~~the ~~may~~Company’s ~~prevent~~entire ~~shareholders~~original ~~from~~capital ~~being~~is ~~able~~fully toexpended ~~sell~~and ~~shares~~additional ofcosts ~~common~~cannot ~~stock~~be atfunded ~~prices equal~~from toborrowings or ~~greater~~capital from ~~than~~other ~~their~~sources, ~~purchase~~then ~~price.~~the ~~The~~Company’s ~~trading~~financial ~~price~~condition, results of ~~our~~operations ~~common~~and ~~stock~~business ~~could~~performance ~~fluctuate~~would ~~significantly~~be ~~for~~materially ~~various reasons,~~adversely ~~including:~~affected.

●The ~~our 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 by management of the~~ Company; ●is ~~public~~required ~~reaction~~ to ~~our~~indemnify ~~press~~its directors ~~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; ● changes in accounting standards, policies, guidance, interpretations or principles; and ● changes in general economic conditions in the Uofficers.~~S. and in global economies and financial markets, including changes resulting from war or terrorist incidents.~~

~~In addition,~~The inCompany’s ~~recent~~Bylaws ~~years,~~provide that the ~~stock~~Company will ~~market~~indemnify ~~has~~its ~~experienced~~officers ~~significant price~~ and ~~volume~~directors ~~fluctuations.~~to ~~This volatility has had a substantial impact on~~ the ~~trading~~maximum ~~price~~extent ofpermitted ~~securities issued~~ by ~~many~~Nevada ~~companies~~law. ~~The~~If ~~changes~~the ~~frequently~~Company ~~occur~~were ~~irrespective~~called ofupon ~~the~~to ~~operating performance~~indemnify ofan ~~the~~officer ~~affected~~or ~~companies. As a result~~director, then the ~~trading~~portion ~~price~~ of ~~our~~its ~~common~~assets ~~stock~~expended ~~could~~for ~~fluctuate~~such ~~based~~a ~~upon~~purpose ~~factors~~would ~~that~~reduce ~~have~~the ~~little~~amount ~~or nothing~~otherwise toavailable dofor ~~with~~the Company’s ~~our~~ business.

~~Because we~~We ~~are~~may aencounter ~~small~~difficulties ~~company~~managing ~~with~~any growth, aand ~~limited~~if ~~operating~~we ~~history,~~are ~~holders~~unable ofto ~~common~~do ~~stock~~so, ~~may~~our ~~find~~business, itfinancial ~~difficult~~condition toand ~~sell~~results ~~their~~of ~~stock~~operations inmay ~~the~~be ~~public markets~~adversely affected.

~~The number~~If ~~of persons interested in purchasing our common stock at any given time may be relatively small. This situation is attributable to a number of factors. One factor is that~~ we are aable ~~small company that is still relatively unknown~~ to ~~stock~~successfully ~~analysts,~~launch ~~stock~~our ~~brokers,~~apps ~~institutional~~and ~~investors~~websites, ~~and~~as ~~others~~our inoperations ~~the investment community that generate or influence sales volume. Another factor is that~~grow, ~~even if~~ the ~~Company~~simultaneous ~~came~~management ~~to the attention~~ of ~~these persons~~development, ~~they~~production ~~tend to be risk-averse~~ and ~~would~~commercialization ~~likely~~across ~~be reluctant to follow an unproven company such as ours. Furthermore, many brokerage firms may not be willing to effect transactions in~~ our ~~securities,~~target ~~including our common~~markets ~~stock.~~will Asbecome aincreasingly ~~consequence,~~complex ~~there~~and may beresult ~~periods when trading activity~~ in ~~our common stock is minimal or even non~~less-~~existent,~~than-optimal asallocation ~~compared to trading activity in the securities~~ of amanagement ~~seasoned issuer with a large~~ and ~~steady~~other ~~volume~~administrative ofresources, ~~trading activity. We cannot give you any~~increase ~~assurance~~our ~~that~~operating anexpenses ~~active~~and ~~public~~harm ~~trading market for~~ our ~~common~~operating ~~stock or other securities will develop or be sustained, or that, if developed, the trading levels will be sustained~~results.

~~FINRA~~Our ability to effectively manage our operations, ~~sales~~growth ~~practice~~and ~~requirements~~various ~~may~~projects ~~also~~across ~~limit~~our atarget ~~shareholder’s~~markets ~~ability~~will require us to ~~buy~~make additional investments in our infrastructure to continue to improve our operational, financial and ~~sell~~management controls and our ~~stock~~reporting systems and procedures and to attract and retain sufficient numbers of talented employees, which we may be unable to do effectively. 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.

InRisks ~~addition~~Related to ~~the~~Our ~~“penny~~Intellectual stock” rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Before recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell shares of common stock and may have an adverse effect on the market for our securities.Property

13We may become involved in intellectual property disputes, which may disrupt our business and require us to pay significant damage awards.

~~The~~Third parties may sue us for intellectual property ~~Company~~infringement, ~~does~~which, ~~not~~if ~~anticipate~~successful, ~~paying~~could ~~dividends~~disrupt inour ~~the~~business, ~~future~~cause us to pay significant 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.

~~We have~~Third ~~never~~parties ~~declared~~may ormisappropriate ~~paid any cash dividends on~~ our ~~common stock. Our current policy is to retain earnings to reinvest in our business.~~proprietary ~~Therefore~~technologies, ~~we do not anticipate paying cash dividends in the foreseeable future. The Company’s dividend policy will be reviewed from time to time by the Board of Directors in the context of its earnings~~information, ~~financial~~or ~~condition~~trade ~~and~~secrets ~~other~~despite ~~relevant~~a ~~factors.~~contractual ~~Until~~obligation ~~the Company pays dividends, which it may never do, the holders of shares of common stock will~~ not ~~receive a return on those shares unless they are able~~ to ~~sell~~do ~~those shares at the desired price, if at all, of which there can be no assurance~~so. ~~In addition, there is no guarantee that our common stock will appreciate in value or even maintain the price at which holders purchased their common stock.~~

WeThird parties (including joint venture, collaboration, ~~will~~development ~~continue~~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 ~~incur~~use ~~significant~~the ~~costs~~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 ~~ensure~~challenge ~~compliance~~the ~~with~~misappropriation ~~United~~or ~~States~~prevent ~~corporate~~reverse ~~governance~~engineering, especially in countries with limited legal and ~~accounting~~intellectual ~~requirements~~property protection.

We will continue to incur significant costs associated with our public company reporting requirements, including costs associated with applicable corporate governance requirements such as those required by the Sarbanes-Oxley Act of 2002, and with other rules issued or implemented by 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, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.13

WeRisks ~~may,~~Relating into ~~the~~Our ~~future,~~Common ~~issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.~~Stock

~~Our Articles~~An ofinvestment ~~Incorporation~~in ~~authorize~~our ~~the~~securities ~~issuance~~is ~~of 8~~extremely speculative,~~990,000,000~~ ~~shares of common stock, par value $0.001 per share, of which 6,628,031,093 shares are issued~~ and ~~outstanding~~there ascan ofbe ~~July~~no 8,assurance ~~2024. 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~~return ~~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~~investment.

~~Our~~An investment in our securities is extremely speculative, ~~common~~and ~~shares~~there ~~are~~is no assurance that investors will obtain any return on their investment. Investors will be subject to ~~the~~substantial ~~“Penny~~risks, ~~Stock”~~including the ~~rules~~risk of ~~the~~losing ~~SEC,~~their ~~and~~entire ~~the~~investment ~~trading~~in our securities. For example, the market inprice of our ~~securities~~common ~~will~~stock ~~likely~~is besubject to significant ~~limited,~~fluctuations ~~which~~in ~~makes~~response ~~transactions~~to variations in our ~~stock~~quarterly ~~cumbersome~~operating ~~and~~results, ~~may~~general ~~reduce~~trends in the ~~value~~market and other factors, many of anwhich we ~~investment~~have inlittle 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.

~~The Securities~~Because ~~and Exchange Commission has adopted Rule 15g-9 which establishes~~ the ~~definition~~Company ofis a “~~penny~~smaller reporting ~~stock~~company,” ~~for~~we ~~the~~may ~~purposes relevant~~take toadvantage ~~us,~~of ascertain ~~any~~scaled ~~equity~~disclosures ~~security~~available ~~that~~to ~~has~~us, aresulting ~~market~~in ~~price~~holders of ~~less~~our ~~than~~securities receiving ~~$5.00~~less ~~per~~Company ~~share~~information ~~or with an exercise price of less~~ than ~~$5.00 per~~they ~~share,~~would ~~subject~~receive tofrom ~~certain~~a ~~exceptions.~~public ~~For~~company ~~any~~that ~~transaction~~is ~~involving~~not a ~~penny~~smaller ~~stock,~~reporting ~~unless~~company. ~~exempt, the rules require:~~

●We ~~That~~are a ~~broker~~“smaller orreporting ~~dealer~~company” as ~~approve~~defined in the Exchange Act. As a ~~person’s~~smaller ~~account~~reporting company, we may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for ~~transactions~~so inlong ~~penny~~as ~~stocks;~~(i) our voting and ●non-voting common ~~The~~stock ~~broker~~held orby ~~dealer~~non-affiliates ~~receive~~is ~~from~~less than $250 million measured on the ~~investor~~last abusiness ~~written~~day ~~agreement~~of toour ~~the~~second ~~transaction~~fiscal quarter, ~~setting~~or ~~forth~~(ii) our annual revenue is less than $100 million during the ~~identity~~most recently completed fiscal year and ~~quality~~our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. To the ~~penny~~extent ~~stock~~we take advantage of any reduced disclosure obligations, it may make it harder for investors to beanalyze ~~purchased~~the Company’s results of operations and financial prospectus in comparison with other public companies.

~~In order~~To tofund ~~approve~~its aoperations, ~~person’s~~the ~~account~~Company ~~for~~may conduct ~~transactions~~further offerings in ~~penny~~the ~~stocks~~future, ~~the~~in ~~broker~~which orcase ~~dealer~~our ~~must:~~common stock will be diluted.

●To ~~Obtain~~fund ~~financial~~its ~~information~~business ~~and~~operations, ~~investment~~the ~~experience~~Company ~~objectives~~anticipates continuing to rely on sales of ~~the~~its ~~person;~~securities, which may include common stock, preferred stock, convertible debt and/or ●warrants ~~Make~~convertible or aexercisable ~~reasonable~~into ~~determination~~shares ~~that~~of ~~the~~common ~~transactions~~stock. inCommon ~~penny~~stock ~~stocks~~may ~~are~~be ~~suitable~~issued in return for ~~that~~additional ~~person~~funds ~~and~~or upon conversion or exercise of outstanding convertible debentures or warrants. If additional common stock is issued, the ~~person~~price ~~has~~per ~~sufficient~~share ~~knowledge~~of the common stock could be lower than the price paid by existing holders of common stock, and ~~experience~~the percentage interest in ~~financial~~the ~~matters~~Company toof those shareholders will be lower. ~~capable~~This result is referred to as “dilution,” which could result in a reduction in the per share value of ~~evaluating~~your shares of common stock. The Company’s failure or inability to raise capital when needed or on terms acceptable to the ~~risks~~Company and our shareholders could have a material adverse effect on the Company’s business, financial condition and results of ~~transactions~~operations inand ~~penny~~would ~~stocks~~also have a negative adverse effect on the price of our common stock.

The ~~broker~~ orCompany ~~dealer~~may ~~must~~utilize ~~also~~debt ~~deliver,~~financing ~~prior~~ to ~~any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating~~ tofund ~~the~~its ~~penny stock market, which, in highlight form:~~operations.

●If ~~Sets~~the ~~forth~~Company undertakes debt financing to fund its operations, the ~~basis~~financing may involve significant restrictive covenants. In addition, there can be no assurance that such financing will be available on ~~which~~terms satisfactory to the ~~broker~~Company, if at all. The Company’s failure or ~~dealer~~inability ~~made~~to ~~the~~obtain ~~suitability~~financing ~~determination;~~when ~~and~~needed or ●on ~~That~~terms acceptable to the ~~broker~~Company orand ~~dealer~~our ~~received~~shareholders could have a ~~signed,~~material ~~written~~adverse ~~agreement~~effect ~~from~~on the ~~investor~~Company’s ~~prior~~business, tofinancial condition and results of operations and would also have a negative adverse effect on the ~~transaction~~price of our common stock.

~~Generally, brokers~~The ~~may~~trading beprice ~~less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose~~ of our common stock ~~and~~may fluctuate ~~cause a decline in the market value of our stock~~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:

~~Disclosure also~~● ~~has~~our tooperating beand ~~made~~financial ~~about~~performance ~~the~~and ~~risks~~prospects; ● our quarterly or annual earning or those of ~~investing~~other companies in ~~penny~~the ~~stocks~~same inindustry; ~~both~~● ~~public~~sales ~~offerings~~of ~~and~~our incommon ~~secondary~~stock ~~trading~~by ~~and~~management ~~about~~of the ~~commissions payable~~Company; ● public reaction to ~~both~~our ~~the~~press ~~broker-dealer~~releases, public announcements and ~~the~~filing ~~registered~~with ~~representative,~~the ~~current~~SEC; ~~quotations~~● ~~for~~changes ~~the~~in ~~securities~~earnings ~~and~~estimates ~~the~~or ~~rights~~recommendations ~~and~~by ~~remedies available~~research toanalysts anwho ~~investor~~track inthe ~~cases~~Company’s ofcommon ~~fraud~~stock inor ~~penny~~the stock ~~transactions.~~of ~~Finally,~~other ~~monthly~~companies ~~statements~~in ~~have~~the tosame beindustry; ~~sent~~● ~~disclosing~~strategic ~~recent price~~actions ~~information~~by ~~for~~us ~~the~~or ~~penny~~our ~~stock~~competitors; ~~held~~● innew ~~the~~laws ~~account~~or ~~and~~regulations ~~information~~or onnew ~~the~~interpretations ~~limited~~of ~~market~~existing inlaws ~~penny~~or ~~stocks.~~regulations applicable to our business;

There 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.14

~~There is~~● ~~currently~~changes noin ~~established~~accounting ~~public~~standards, ~~trading~~policies, ~~market~~guidance, ~~for~~interpretations ~~our~~or ~~securities,~~principles; and an● ~~active~~changes ~~trading market~~ in ~~our~~general ~~securities~~economic ~~may~~conditions ~~not~~in ~~develop, or,~~the ifU.S. ~~developed,~~and ~~may~~in ~~not~~global beeconomies ~~sustained.~~and ~~Accordingly~~financial markets, ~~investors~~including ~~may~~changes ~~have~~resulting afrom ~~difficult~~war ~~time~~or ~~selling~~terrorist ~~their shares~~incidents.

~~Our common~~In ~~stock~~addition, isin ~~quoted~~recent ~~through~~years, the ~~OTC~~stock ~~Markets,~~market has ~~which~~experienced ~~may~~significant ~~have~~price anand ~~unfavorable~~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 ~~price~~could ~~and~~fluctuate ~~liquidity~~based upon factors that have little or nothing to do with our business.

~~The Company’s~~Because ~~common~~we ~~stock~~are isa ~~quoted~~small oncompany ~~the~~with ~~OTC Markets, which is~~ a ~~significantly more~~ limited ~~market than the New York Stock Exchange~~ oroperating ~~NASDAQ. The trading volume may be limited by the fact that many major institutional investment funds~~history, ~~including~~holders ~~mutual funds, follow a policy~~ of ~~not~~common ~~investing~~stock inmay ~~OTC~~find ~~Markets~~it ~~stocks~~difficult ~~and~~to ~~certain~~sell ~~major brokerage firms restrict~~ their ~~brokers~~stock ~~from~~in ~~recommending~~the ~~OTC~~public ~~Markets stocks because they are considered speculative and volatile~~markets.

The ~~trading~~ ~~volume~~number of ~~the~~persons ~~Company’s~~interested in purchasing our common stock ~~has~~at ~~been~~any ~~and~~given time may ~~continue~~be relatively small. This situation is attributable to bea ~~limited~~number ~~and~~of ~~sporadic~~factors. AsOne factor is that we are a ~~result~~small company that is still relatively unknown to stock analysts, ~~the~~stockbrokers, ~~quoted~~institutional ~~price~~investors, and others in the investment ~~for~~community that generate or influence sales volume. Another factor is that, even if the Company’s ~~common~~came ~~stock~~to on the ~~OTC~~attention ~~Markets~~of these persons, they tend to be risk-averse and would likely be reluctant to follow an unproven company such as ours. Furthermore, many brokerage firms may not ~~necessarily~~be willing to effect transactions in our securities, including our common stock. As a consequence, there may be periods when trading activity in our common stock is minimal or even non-existent, as compared to trading activity in the securities of a ~~reliable~~seasoned ~~indicator~~issuer with a large and steady volume of ~~its~~trading ~~fair~~activity. We cannot give you any assurance that an active public trading market ~~value~~for our common stock or other securities will develop or be sustained, or that, if developed, the trading levels will be sustained.

~~Additionally, the~~FINRA ~~securities~~sales ofpractice ~~small~~requirements ~~capitalization companies~~ may ~~trade less frequently and in more limited volume than those of more established~~also ~~companies.~~limit ~~The~~a ~~market~~shareholder’s ~~for~~ability ~~small capitalization companies is generally volatile, with wide price fluctuations not necessarily related~~ to ~~the~~buy ~~operating~~and ~~performance~~sell ofour ~~such companies~~stock.

~~Trading~~In addition to the “penny stock” rules ondescribed above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the ~~OTC~~investment. ~~Markets~~Before ~~may~~recommending bespeculative ~~volatile~~low-priced ~~and~~securities ~~sporadic~~to their non-institutional customers, ~~which~~broker-dealers ~~could~~must ~~depress~~make reasonable efforts to obtain information about the ~~market~~customer’s ~~price~~financial ofstatus, ~~our~~tax ~~common~~status, investment ~~stock~~objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for ~~our~~ ~~stockholders~~broker-dealers to ~~resell~~recommend that their customers buy our common stock, which may limit your ability to buy and sell shares of common stock and may have an adverse effect on the market for our securities.

~~Our common~~The ~~stock~~Company isdoes quoted on OTC Markets. Trading in stock quoted on OTC Markets is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, OTC Markets is not aanticipate ~~stock~~paying ~~exchange, and~~dividends ~~trading~~in ~~of securities on~~ the ~~OTC Markets is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like the American Stock Exchange~~future. ~~Accordingly, our shareholders may have difficulty reselling any of their shares.~~

~~State~~We have never declared or paid any cash dividends ~~securities~~on ~~laws~~our ~~may~~common ~~limit~~stock. ~~secondary~~Our ~~trading~~current policy is to retain earnings to reinvest in our business. Therefore, ~~which~~we ~~may~~do ~~restrict~~not anticipate paying cash dividends in the ~~states~~foreseeable future. The Company’s dividend policy will be reviewed from time to time by the Board of Directors in ~~which~~the context of its earnings, financial condition and ~~conditions~~other ~~under~~relevant factors. Until the Company pays dividends, which ~~you~~it ~~can~~may ~~sell~~never do, the holders of shares of common stock will not receive a return on those shares unless they are able to sell those shares at the desired ~~offered~~price, byif ~~this~~at ~~prospectus~~all, of which there can be no assurance. In addition, there is no guarantee that our common stock will appreciate in value or even maintain the price at which holders purchased their common stock.

~~Secondary trading~~We ~~in common stock sold in this offering~~ will ~~not~~continue be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to ~~register~~incur orsignificant ~~qualify, or to obtain or verify an exemption for~~costs ~~the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold~~ to, orensure ~~purchased~~compliance ~~by, a~~with ~~resident~~United ofStates ~~that~~corporate ~~state.~~governance Inand ~~the~~accounting event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investmentrequirements.

15We will continue to incur significant costs associated with our public company reporting requirements, including costs associated with applicable corporate governance requirements such as those required by the Sarbanes-Oxley Act of 2002, and with other rules issued or implemented by 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, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

~~We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.~~15

~~Because our~~We ~~CEO and director~~may, ~~Mr.~~in ~~Conway, owns a majority of~~ the ~~voting control of the Company~~future, heissue ~~could authorize our Board of Directors to~~additional ~~determine~~common ~~the relative rights and preferences of preferred~~ shares ~~without further stockholder approval. As a result~~, ~~our~~which ~~Board of Directors could then authorize the issuance of a series of preferred stock that~~ would ~~grant~~reduce toinvestors’ ~~holders~~percentage ~~preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders~~ of ~~our~~ownership ~~common stock,~~ and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may ~~not~~dilute beour inshare ~~your interest as a holder of common stock~~value.

WeOur Articles of Incorporation authorize the issuance ~~may~~of ~~seek~~15,990,000,000 toshares ~~raise~~of ~~additional~~common ~~funds~~stock, ~~finance~~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 ~~develop~~other ~~strategic~~corporate ~~relationships~~actions may have the effect of diluting the value of the shares held by ~~issuing~~our ~~capital~~investors and might have an adverse effect on any trading market for our common stock.

~~We may~~Our ~~finance~~common ~~our~~shares ~~operations~~are ~~and~~subject ~~develop~~to ~~strategic~~the ~~relationships~~“Penny Stock” byrules ~~issuing~~of ~~equity~~the ~~or debt securities~~SEC, ~~which~~and ~~could significantly reduce~~ the ~~percentage~~trading ~~ownership~~market ofin our ~~existing stockholders. Furthermore, any newly issued~~ securities ~~could~~will ~~have~~likely ~~rights~~be limited, ~~preferences~~which ~~and~~makes ~~privileges senior~~transactions toin ~~those of~~ our ~~existing~~ stock. cumbersome ~~Moreover,~~and ~~any issuances by us of equity securities~~ may bereduce ~~at or below~~ the ~~prevailing~~value ~~market price~~ of ~~our~~an ~~stock~~investment ~~and~~ in ~~any event may have a dilutive impact on your ownership interest, which could cause the market price of~~ our stock ~~to decline~~.

~~There~~The Securities and Exchange Commission has adopted ~~may~~Rule be15g-9 ~~deficiencies~~which ~~with~~establishes ~~our~~the ~~internal~~definition ~~controls~~of ~~that~~a ~~require~~“penny ~~improvements~~stock,” ~~and~~for ifthe wepurposes ~~are~~relevant ~~unable~~ to ~~adequately~~us, ~~evaluate~~as ~~internal~~any ~~controls,~~equity security that wehas ~~may~~a bemarket price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to ~~sanctions~~certain byexceptions. For any transaction involving a penny stock, unless exempt, the ~~SEC.~~rules require:

~~We are~~● ~~exposed~~That ~~to potential risks from legislation requiring companies to evaluate internal controls under Section 404a of the Sarbanes-Oxley Act of 2002. As~~ a ~~smaller~~broker ~~reporting~~or ~~company~~dealer ~~and~~approve ~~emerging growth company, we will not be required to provide~~ a ~~report~~person’s onaccount ~~the~~for ~~effectiveness of~~transactions ~~our~~in ~~internal~~penny ~~controls~~stocks; ~~over~~and ~~financial~~● ~~reporting~~The ~~until~~broker ~~our~~or ~~second~~dealer ~~annual~~receive ~~report, and we will be exempt~~ from the ~~auditor~~investor ~~attestation requirements concerning any such report so long as we are an emerging growth company or~~ a ~~smaller~~written ~~reporting~~agreement ~~company.~~to Wethe ~~have~~transaction, ~~not~~setting ~~yet evaluated~~forth ~~whether~~the ~~our~~identity ~~internal control procedures are effective~~ and ~~therefore~~quality ~~there is a greater likelihood~~ of ~~undiscovered~~the ~~errors~~penny ~~in our~~stock ~~internal controls or reported financial statements as compared~~ to ~~issuers that have conducted such evaluations. If we are not able to meet the requirements of Section 404a in a timely manner or with adequate compliance, we might~~ be ~~subject to sanctions or investigation by regulatory authorities, such as the SEC~~purchased.

~~We are~~In ~~susceptible~~order to ~~general~~approve ~~economic conditions, natural catastrophic events and public health crises, and~~ a ~~potential~~person’s ~~downturn~~account ~~in advertising~~for ~~and~~transactions ~~marketing~~in ~~spending~~penny bystocks, ~~advertisers~~the ~~could~~broker ~~adversely~~or ~~affect~~dealer ~~our operating results in the near future.~~must:

~~Our business~~● isObtain ~~subject~~financial toinformation ~~the impact of natural catastrophic events, such as earthquakes, or floods, public health crisis, such as disease outbreaks, epidemics, or pandemics,~~ and ~~all~~investment ~~these~~experience ~~could~~objectives ~~result in a decrease or sharp downturn~~ of ~~economies, including our markets and business locations in~~ the ~~current~~person; and ~~future~~● ~~periods.~~Make ~~The~~a ~~outbreak~~reasonable ofdetermination ~~the~~that ~~coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of~~ the ~~economy.~~transactions ~~We may experience impact from quarantines, market downturns and changes~~ in ~~customer~~penny ~~behavior~~stocks ~~related~~are tosuitable pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for ~~bankruptcy~~that ~~protection,~~person ~~sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments~~ and ~~reactions throughout~~ the ~~world,~~person ~~which~~has ~~are~~sufficient ~~highly uncertain~~knowledge and ~~will~~experience ~~include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result~~ in ~~a potential material adverse impact on our business, results of operations and~~ financial ~~condition.~~matters Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to ~~grow~~be ~~our~~capable ~~revenues. Any decreased collectability~~ of ~~accounts~~evaluating ~~receivable,~~the ~~bankruptcy~~risks of ~~small~~transactions ~~and medium businesses, or early termination of agreements due to deterioration~~ in ~~economic~~penny ~~conditions could negatively impact our results of operations~~stocks.

16The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

~~We are~~● aSets ~~“controlled~~forth ~~company”~~the ~~within~~basis on which the ~~meaning~~broker ofor ~~the~~dealer ~~listing~~made ~~rules~~the ofsuitability ~~Nasdaq~~determination; and, as● aThat ~~result,~~the ~~can~~broker ~~rely~~or ondealer ~~exemptions~~received ~~from certain~~a ~~corporate~~signed, ~~governance~~written ~~requirements~~agreement ~~that~~from ~~provide~~the ~~protection~~investor prior to ~~shareholders~~the ~~of other companies~~transaction.

~~Because our sole officer~~Generally, ~~Mr.~~brokers ~~Conway,~~may ~~owns~~be aless ~~majority~~willing ofto ~~voting control of the Company and will own a majority of the voting control after this~~execute ~~offering,~~transactions wein ~~are~~securities ~~and~~subject ~~will continue~~ to ~~be after~~ the ~~offering a~~ “~~controlled~~penny ~~company~~stock” ~~as defined under the listing~~ rules ~~of Nasdaq~~. ~~Under~~This ~~Nasdaq~~may ~~listing~~make ~~rules,~~it ~~controlled companies are companies of which~~ more ~~than~~difficult ~~50% of the voting power~~ for ~~the~~investors ~~election~~to dispose of ~~directors~~our iscommon ~~held~~stock byand ancause ~~individual,~~ a ~~group,~~decline orin ~~another~~the ~~company.~~market ~~For~~value asof ~~long~~our ~~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:~~stock.

●Disclosure analso ~~exemption~~has ~~from~~to be made about the ~~rule~~risks of ~~that~~investing ain ~~majority~~penny ofstocks ~~our~~in ~~board~~both ofpublic ~~directors~~offerings ~~must~~and bein ~~independent~~secondary ~~directors;~~trading ●and anabout ~~exemption~~the ~~from~~commissions payable to both the ~~rule~~broker-dealer and ~~that~~the ~~our~~registered ~~compensation~~representative, ~~committee~~current bequotations ~~composed~~for ~~entirely~~the ofsecurities ~~independent~~and ~~directors;~~the ●rights and remedies available to an ~~exemption~~investor ~~from~~in ~~the~~cases of ~~rule~~fraud ~~that~~in ~~our~~penny ~~director~~stock ~~nominees~~transactions. ~~must~~Finally, monthly statements have to be ~~selected~~sent ordisclosing ~~recommended~~recent ~~solely~~price byinformation ~~independent;~~for ●the ~~directors~~penny orstock held ain ~~nominating~~the ~~committee~~account ~~composed~~and ~~solely~~information ofon ~~independent~~the ~~directors;~~limited market in penny stocks.

~~If we~~There ~~elected~~is toa ~~rely~~very onlimited ~~the~~market ~~“controlled~~for ~~company”~~our ~~exemptions,~~securities. While aour ~~majority~~common ofstock ~~the~~is ~~members~~on ofthe ~~our~~OTC ~~board~~Markets, ofthere ~~directors~~has ~~might~~been ~~not be~~negligible ~~independent~~trading ~~directors,~~volume. ~~our~~There ~~nominating~~is ~~and~~no ~~corporate~~guarantee ~~governance~~that ~~and~~an ~~compensation~~active ~~committees~~trading ~~might~~market will ~~not~~develop ~~consist~~in ~~entirely~~our ofsecurities ~~independent directors,~~ and ~~you~~if ~~would~~a ~~not~~trading ~~have~~market ~~the~~does ~~same~~not ~~protection~~develop, ~~afforded~~purchasers ~~to shareholders~~ of ~~companies~~our ~~that~~securities ~~are~~may ~~subject~~have todifficulty ~~Nasdaq’s~~selling ~~corporate~~their ~~governance rules~~shares.

~~RISKS~~There is currently no established public trading ~~RELATED~~market TOfor ~~THE~~our ~~OFFERING~~securities, and an active trading market in our securities may not develop, or, if developed, may not be sustained. Accordingly, investors may have a difficult time selling their shares.

~~Our existing stockholders may experience significant dilution from the sale of our common stock pursuant to the GHS Financing Agreement.~~16

~~The sale~~Our ~~of our~~ common stock tois ~~GHS~~quoted ~~Investments~~through ~~LLC in accordance with~~ the ~~Financing~~OTC Markets, ~~Agreement~~which may have aan ~~dilutive~~unfavorable impact on our ~~shareholders. As a result, the market price of our common~~ stock ~~could decline. In addition, the lower our stock~~ price isand ~~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~~liquidity. ~~If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.~~

The ~~perceived~~ ~~risk~~Company’s ofcommon ~~dilution~~stock ~~may~~is ~~cause~~quoted ~~our~~on the ~~stockholders~~OTC ~~to sell their shares~~Markets, which ~~may~~is ~~cause~~ a ~~decline~~significantly inmore limited market than the ~~price~~New ofYork ~~our~~Stock ~~common~~Exchange ~~stock~~or NASDAQ. ~~Moreover,~~ ~~the~~The ~~perceived~~trading ~~risk~~volume ofmay ~~dilution~~be ~~and~~limited by the ~~resulting~~fact ~~downward~~that ~~pressure~~many onmajor ~~our~~institutional ~~stock~~investment ~~price~~funds, ~~could~~including ~~encourage~~mutual ~~investors~~funds, tofollow ~~engage~~a ~~in short~~policy ~~sales~~ of ~~our~~not ~~common~~investing ~~stock.~~in ByOTC ~~increasing~~Markets ~~the~~stocks and ~~number~~certain ofmajor ~~shares~~brokerage ~~offered~~firms ~~for~~restrict ~~sale,~~their ~~material~~brokers ~~amounts~~from ofrecommending ~~short~~OTC ~~selling~~Markets ~~could~~stocks ~~further contribute~~because tothey ~~progressive~~are ~~price~~considered ~~declines~~speculative and ~~in our common stock~~volatile.

The ~~issuance~~ trading volume of ~~shares~~the ~~pursuant~~Company’s common stock has been and may continue to be limited and sporadic. As a result, the ~~GHS~~quoted ~~Financing~~price ~~Agreement~~for the Company’s common stock on the OTC Markets may ~~have~~not necessarily be a ~~significant~~reliable ~~dilutive~~indicator ~~effect~~of its fair market value.

~~Depending on~~Additionally, the ~~number~~securities of ~~shares~~small ~~we issue pursuant to the GHS Financing Agreement, it could have a significant dilutive effect upon our existing~~capitalization ~~shareholders.~~companies ~~Although the number of shares that we~~ may ~~issue~~trade ~~pursuant to the Financing Agreement will vary based on our stock price (the higher our stock price, the~~ less ~~shares~~frequently weand ~~have~~in tomore ~~issue),~~limited ~~there~~volume ~~may~~than bethose aof ~~potential~~more ~~dilutive~~established ~~effect~~companies. toThe ~~our~~market ~~shareholders,~~for ~~based~~small oncapitalization ~~different~~companies ~~potential~~is ~~future~~generally ~~stock prices~~volatile, ifwith ~~the~~wide ~~full~~price ~~amount~~fluctuations ofnot ~~the~~necessarily ~~Financing~~related ~~Agreement is realized. Dilution is based upon common stock put~~ to ~~GHS and~~ the ~~stock~~operating ~~price~~performance ~~discounted to GHS’s purchase price~~ of ~~80%~~such ~~of the lowest VWAP during the pricing period~~companies.

~~GHS Investments~~Trading ~~LLC~~on ~~will~~the ~~pay~~OTC ~~less~~Markets ~~than~~may ~~the~~be ~~then-prevailing~~volatile and sporadic, which could depress the market price of our common stock ~~which~~and ~~could~~make ~~cause~~it ~~the~~difficult ~~price~~for of our ~~common~~stockholders ~~stock~~ to ~~decline~~resell their shares.

Our common stock is quoted on OTC Markets. Trading in stock quoted on OTC Markets is often thin and characterized by wide fluctuations in trading prices due to bemany ~~issued~~factors ~~under~~that may have little to do with our operations or business prospects. This volatility could depress the ~~GHS~~market ~~Financing~~price ~~Agreement~~of ~~will~~our becommon ~~purchased~~stock atfor areasons unrelated ~~twenty~~to ~~percent~~operating ~~(20%)~~performance. ~~discount~~Moreover, orOTC ~~eighty~~Markets ~~percent~~is ~~(80%)~~ not a stock exchange, and trading of securities on the ~~lowest~~OTC ~~VWAP~~Markets ~~during~~is ~~the~~often more ~~ten~~sporadic ~~(10)~~than ~~consecutive~~the trading ~~days~~of ~~immediately~~securities ~~preceding~~listed ~~our~~on ~~notice~~a toquotation ~~GHS~~system oflike ~~our~~NASDAQ ~~election~~or toa ~~exercise~~stock ~~our~~exchange like the American Stock Exchange. ~~“put”~~Accordingly, ~~right~~our shareholders may have difficulty reselling any of their shares.

~~GHS has~~State asecurities ~~financial~~laws ~~incentive~~may tolimit ~~sell our shares immediately upon receiving them to realize the profit between the discounted price and the~~secondary ~~market price. If GHS sells our shares~~trading, ~~the~~which ~~price of our common stock~~ may ~~decrease.~~restrict Ifthe ~~our~~states ~~stock~~in ~~price~~which ~~decreases,~~and ~~GHS~~conditions ~~may~~under ~~have~~which ~~further incentive~~you tocan sell ~~such~~the shares. ~~Accordingly,~~offered ~~the~~by ~~discounted~~this ~~sales price in the Financing Agreement may cause the price of our common stock to decline~~prospectus.

17Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

We may ~~not~~issue ~~have~~shares ~~access~~of topreferred stock in the ~~full~~future ~~amount~~that ~~under~~may ~~the~~adversely ~~Financing~~impact ~~Agreement~~your rights as holders of our common stock.

~~On July~~Because 8our CEO and director, ~~2024~~Mr. Conway, owns a majority of the ~~lowest~~voting ~~VWAP~~control of the Company’s, ~~common~~he ~~stock~~could ~~during~~authorize ~~the~~our ~~ten~~Board ~~(10)~~of ~~consecutive~~Directors ~~trading~~to ~~day~~determine ~~period~~the ~~was~~relative ~~approximately~~rights and preferences $0of preferred shares without further stockholder approval.~~0009~~ AtAs ~~that~~a ~~price~~result, weour ~~would~~Board beof ~~able~~Directors could then authorize the issuance of a series of preferred stock that would grant to ~~sell~~holders ~~shares~~preferred rights to ~~GHS~~our ~~under~~assets upon liquidation, the ~~Financing~~right ~~Agreement~~to atreceive ~~the~~dividends ~~discounted~~before dividends ~~price~~are ofdeclared ~~$0.00072~~to Atholders ~~that discounted~~of ~~price~~our common stock, and the ~~2,000,000,000~~right to the redemption of such preferred shares, ~~registered~~together ~~for~~with ~~issuance~~a premium, prior to ~~GHS~~the ~~under~~redemption of the ~~Financing~~common ~~Agreement~~stock. ~~would,~~To ifthe ~~sold~~extent bythat uswe todo ~~GHS~~issue shares of preferred stock, ~~result~~ inyour ~~aggregate~~rights ~~proceeds~~as holders of $1common stock could be impaired thereby,~~440~~ including,~~000~~ without limitation, dilution of your ownership interests in us. ~~There~~In isaddition, noshares ~~assurance~~of ~~the~~preferred stock ~~price~~could be issued with terms calculated to delay or prevent a change in control or make removal of ~~our~~management ~~common~~more ~~stock~~difficult, ~~will~~which may ~~remain~~not ~~the~~be ~~same~~in your interest as ~~the~~a ~~market~~holder ~~price or~~of ~~increase~~common stock.

~~Since our~~We ~~common~~may ~~stock~~seek ~~is thinly traded it is more susceptible~~ to ~~extreme~~raise ~~rises~~additional ~~or declines in price~~funds, ~~and~~finance acquisitions ~~you~~or ~~may~~develop ~~not~~strategic berelationships ~~able~~by toissuing ~~sell~~capital ~~your shares at or above the price paid~~stock.

~~Since~~ We may finance our ~~common~~operations ~~stock~~and isdevelop ~~thinly~~strategic relationships ~~traded~~by ~~its~~issuing ~~trading~~equity ~~price~~or isdebt ~~likely~~securities, towhich becould ~~highly~~significantly ~~volatile~~reduce ~~and~~the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could behave ~~subject~~rights, topreferences ~~extreme~~and ~~fluctuations~~privileges insenior ~~response~~ to ~~various~~those ~~factors~~of our existing stock. Moreover, any ~~many~~issuances by us of ~~which~~equity ~~are~~securities ~~beyond~~may be at or below the prevailing market price of our ~~control~~stock and in any event may have a dilutive impact on your ownership interest, ~~including~~which ~~(but~~could ~~not~~cause ~~necessarily~~the ~~limited~~market price of our stock to): decline.

● the trading volume of our shares; ● the number of securities analysts, market-makers and brokers following our common stock; ● new products or services introduced or announced by us or our competitors; ● actual or anticipated variations in quarterly operating results; ● conditions or trends in our business industries; ● announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; ● additions or departures of key personnel; ● sales of our common stock; and ● general stock market price and volume fluctuations of publicly-traded, and particularly microcap, companies.17

~~Investors~~ There may ~~have~~be ~~difficulty~~deficiencies ~~reselling~~with ~~shares of~~ our ~~common stock, either at or above the price they paid for our stock, or even at fair market~~internal ~~value.~~controls ~~The stock markets often experience significant price and volume changes~~ that ~~are~~require ~~not related to the operating performance of individual companies~~improvements, and ~~because~~if ~~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~~unable ~~traded~~to onadequately ~~the~~evaluate ~~OTC~~internal ~~Link (OTC Pink tier) and~~controls, ~~further,~~we ~~are~~may ~~subject~~be ~~to the penny stock regulations. Price fluctuations in such shares are particularly volatile and~~ subject to ~~potential~~sanctions ~~manipulation~~ by ~~market-makers, short-sellers and~~the ~~option traders~~SEC.

~~Item~~We are exposed to potential risks from legislation 4requiring companies to evaluate internal controls under Section 404a of the Sarbanes-Oxley Act of 2002. ~~USE~~As OFa ~~PROCEEDS~~smaller reporting company and emerging growth company, we will not be required to provide a report on the effectiveness of our internal controls over financial reporting until our second annual report, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are an emerging growth company or a smaller reporting company. We have not yet evaluated whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations. If we are not able to meet the requirements of Section 404a in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC.

~~The Company~~We ~~will~~are ~~use~~susceptible ~~the~~to ~~proceeds from the sale of the Shares for~~ general ~~corporate~~economic ~~and~~conditions, natural ~~working~~catastrophic ~~capital~~events ~~purposes~~ and ~~acquisitions~~public ofhealth ~~assets~~crises, ~~businesses~~ orand ~~operations~~a orpotential ~~for~~downturn ~~other~~in ~~purposes~~advertising ~~that~~and ~~the~~marketing ~~Board~~spending ofby ~~Directors,~~advertisers incould adversely ~~good~~affect ~~faith,~~our ~~deem~~operating toresults be in the ~~best~~near ~~interest of the Company~~future.

~~Item~~Our business is subject to the impact of natural 5catastrophic events, such as earthquakes, or floods, public health crisis, 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 periods. ~~DETERMINATION~~The OFoutbreak ~~OFFERING~~of ~~PRICE~~the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations.

We ~~have~~ ~~not~~are ~~set~~a an“controlled company” ~~offering~~within ~~price for~~ the ~~shares~~meaning ~~registered~~of ~~hereunder, as~~ the ~~only~~listing ~~shares~~rules ~~being~~of ~~registered~~Nasdaq ~~are~~and, ~~those~~as ~~sold pursuant to the GHS Financing Agreement. GHS may sell all or~~ a ~~portion~~result, ofcan ~~the~~rely ~~shares~~on ~~being~~exemptions ~~offered~~from ~~pursuant~~certain tocorporate ~~this prospectus at fixed prices and prevailing~~governance ~~market~~requirements ~~prices~~that atprovide ~~the~~protection ~~time~~to shareholders of ~~sale,~~other ~~at varying prices or at negotiated prices~~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:

~~Item 6.~~● ~~DILUTION~~an exemption from the rule that a majority of our board of directors must be independent directors; ● an exemption from the rule that our compensation committee be composed entirely of independent directors; ● an exemption from the rule that our director nominees must be selected or recommended solely by independent; ● directors or a nominating committee composed solely of independent directors;

Not applicable. The shares registered under this registration statement are not being offered for purchase. The shares are being registered on behalf of our selling shareholders pursuant to the GHS Financing Agreement.18

~~Item~~If we elected to rely 7.on ~~SELLING~~the ~~SECURITY~~“controlled ~~HOLDER~~company” exemptions, a majority of the members of our board of directors might 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 same protection afforded to shareholders of companies that are subject to Nasdaq’s corporate governance rules.

~~The selling~~RISKS ~~stockholder~~RELATED ~~identified~~TO inTHE this prospectus may offer and sell up to 2,000,000,000 shares of our common stock, which consists of shares of common stock to be sold by GHS pursuant to the Financing Agreement. If issued presently, the shares of common stock registered for resale by GHS would represent 23.18%[●] of our issued and outstanding shares of common stock as of July 8, 2024.OFFERING

~~We may~~Our ~~require~~existing ~~the~~stockholders ~~selling~~may ~~stockholder~~experience significant todilution ~~suspend~~from the ~~sales~~sale of ~~the shares of~~ our common stock ~~being offered~~ pursuant to ~~this prospectus upon~~ the ~~occurrence~~GHS ofFinancing any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those documents in order to make statements in those documents not misleadingAgreement.

The ~~selling~~ ~~stockholder~~sale ~~identified~~of our common stock to GHS Investments LLC in accordance with the ~~table~~Financing ~~below~~Agreement may ~~from~~have ~~time~~a todilutive ~~time~~impact ~~offer~~on ~~and~~our ~~sell~~shareholders. ~~under~~As ~~this~~a ~~prospectus~~result, ~~any~~the ormarket ~~all~~price of ~~the~~our ~~shares~~common ofstock ~~common~~could decline. In addition, the lower our stock ~~described~~price ~~under~~is at the ~~column~~time ~~“Shares~~we exercise our put options, the more shares of ~~Common~~our ~~Stock~~common stock ~~Being~~we ~~Offered”~~will have to issue to GHS in order to exercise a put under the ~~table~~Financing ~~below~~Agreement. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

~~GHS will~~The beperceived ~~deemed~~risk of dilution may cause our stockholders to besell antheir ~~underwriter~~shares, ~~within~~which may cause a decline in the ~~meaning~~price of our common stock. Moreover, the ~~Securities~~perceived ~~Act~~risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. ~~Any~~By ~~profits~~increasing ~~realized~~the bynumber of ~~such~~shares offered for sale, material amounts of short selling ~~stockholder~~could ~~may~~further ~~be deemed~~contribute to beprogressive ~~underwriting~~price ~~commissions~~declines in our common stock.

~~Information concerning~~The ~~the~~issuance ~~selling 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 ofpursuant ~~common~~to ~~stock that will actually be held by~~ the ~~selling stockholder upon termination~~GHS ofFinancing ~~this~~Agreement ~~offering, because the selling stockholders~~ may ~~offer~~have ~~some~~a orsignificant ~~all~~dilutive ~~of the common stock under the offering contemplated by this prospectus or acquire additional shares of common stock~~effect. ~~The total number of shares 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~~Depending on the number of shares we issue pursuant ~~manner~~to inthe ~~which~~GHS Financing Agreement, it could have a significant dilutive effect upon our existing shareholders. Although the ~~selling~~number ~~stockholder~~of ~~acquired~~shares that orwe may issue pursuant to the Financing Agreement will ~~acquire~~vary based on our stock price (the higher our stock price, the less shares we ofhave to issue), there may be a potential dilutive effect to our ~~common~~shareholders, based on different potential future stock prices, if the full amount of the Financing Agreement is ~~discussed~~realized. ~~below~~Dilution ~~under~~is ~~“The~~based ~~Offering~~upon common stock put to GHS and the stock price discounted to GHS’s purchase price of 80% of the lowest VWAP during the pricing period.”

~~The following~~GHS ~~table~~Investments ~~sets~~LLC ~~forth~~will ~~the~~pay ~~name~~less ofthan ~~each selling stockholder,~~ the ~~number of shares of our common stock beneficially owned by such~~ ~~stockholder~~then-prevailing ~~before~~market ~~this~~price ~~offering, the number~~ of shares to be offered for such stockholder’s account and the number and (if one percent or more) the 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 ~~as to~~ which a ~~person~~could ~~has~~cause ~~sole or shared voting power or investment power and any shares of common stock which~~ the ~~person~~price ~~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 person. Beneficial ownership percentages are calculated based on 6,628,031,093[●] shares of our common stock ~~outstanding~~to ~~as of July 8, 2024~~decline.

~~Unless otherwise~~Our ~~set~~common ~~forth~~stock ~~below,~~to ~~(a)~~be ~~the~~issued ~~persons~~under ~~and entities named in~~ the ~~table~~GHS ~~have sole voting and sole investment power with respect to~~Financing ~~the~~Agreement ~~shares~~will ~~set~~be ~~forth~~purchased ~~opposite~~at ~~the~~a ~~selling~~twenty ~~stockholder’s~~percent ~~name, subject to community property laws, where applicable, and~~ (b20%) ~~no selling stockholder had any position~~discount, ~~office~~ or ~~other~~eighty ~~material~~percent ~~relationship~~(80%) ~~within~~of the ~~past~~lowest ~~three~~VWAP ~~years,~~during ~~with us or with any of our predecessors or affiliates. The number of shares of common stock shown as beneficially owned before~~ the ~~offering~~ten is(10) ~~based on information furnished~~consecutive totrading usdays orimmediately ~~otherwise~~preceding ~~based~~our onnotice ~~information available~~ to usGHS ~~at the timing~~ of ~~the~~our ~~filing~~election ofto ~~the~~exercise ~~registration~~our ~~statement~~“put” ~~of which this prospectus forms a part~~right.

19GHS has a financial incentive to sell our shares immediately upon receiving them to realize the profit between the discounted price and the market price. If GHS sells our shares, the price of our common stock may decrease. 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.

	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		2,000,000,000	(4)		0		0	%

We may not have access to the full amount under the Financing Agreement.

~~Notes:~~On April 24, 2025, the lowest VWAP of the Company’s common stock during the ten (10) consecutive trading day period was approximately $0.0002. At that price, we would be able to sell shares to GHS under the Financing Agreement at the discounted price of $0.00016. At that discounted price, the 4,000,000,000 shares registered for issuance to GHS under the Financing Agreement would, if sold by us to GHS, result in aggregate proceeds of $640,000. There is no assurance the price of our common stock will remain the same as the market price or increase.

(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 2,000,000,000 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 2,000,000,000 shares of common stock to be sold by GHS pursuant to the Financing Agreement.

Since 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~~Since our common stock is thinly traded its trading ~~OFFERING~~price is likely to be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to):

~~On May~~● ~~2, 2023, 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 $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~~volume ~~preceding July 8, 2024~~ of ~~approximately $0.0009, the registration statement covers the offer and possible sale of $1,440,000 worth of~~ our shares.;

The purchase price of the common stock will be set at eighty percent (80%) of the lowest average daily volume weighted average trading price of the common stock during the ten (10) consecutive trading day period immediately preceding the date on which the Company delivers a put notice to GHS. In addition, there is an ownership limit for GHS of 4.99%.19

~~GHS is~~● ~~not~~the ~~permitted~~number toof ~~engage~~securities inanalysts, ~~short~~market-makers ~~sales~~and ~~involving~~brokers following our common stock; ~~during~~● ~~the~~new ~~term~~products ofor ~~the~~services ~~commitment~~introduced ~~period.~~or Inannounced ~~accordance~~by ~~with~~us ~~Regulation SHO,~~or ~~however,~~our ~~sales~~competitors; of● actual or anticipated variations in quarterly operating results; ● conditions or trends in our ~~common~~business ~~stock~~industries; by● ~~GHS~~announcements ~~after~~by ~~delivery~~us of asignificant ~~put~~contracts, ~~notice~~acquisitions, strategic partnerships, joint ventures or capital commitments; ● additions or departures of ~~such~~key ~~number~~personnel; ● sales of ~~shares~~our ~~reasonably~~common ~~expected~~stock; toand be● ~~purchased by~~general ~~GHS~~stock ~~under~~market aprice ~~put~~and ~~will~~volume ~~not~~fluctuations beof ~~deemed~~publicly-traded, aand ~~short~~particularly ~~sale~~microcap, companies.

InInvestors may have difficulty reselling shares ~~addition~~of our common stock, weeither ~~must~~at ~~deliver~~or above the ~~other~~price ~~required~~they ~~documents~~paid for our stock, ~~instruments~~or ~~and~~even ~~writings~~at ~~required~~fair market value. ~~GHS~~The isstock markets often experience significant price and volume changes that are not ~~required~~related to ~~purchase~~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 ~~put~~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 ~~unless:~~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.

●Item ~~Our~~4. ~~registration~~USE ~~statement~~OF ~~with respect to the resale of the shares of common stock delivered in connection with the applicable put shall have been declared effective;~~PROCEEDS

20The Company will use the proceeds 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.

●Item we5. ~~shall~~DETERMINATION ~~have~~OF ~~obtained~~OFFERING all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities; and ● we shall have filed all requisite reports, notices, and other documents with the SEC in a timely manner.PRICE

~~As we~~We ~~draw~~have ~~down~~not onset ~~the~~an ~~equity~~offering ~~line~~price offor ~~credit, shares of our common stock will be sold into~~ the ~~market by GHS. The sale of these~~ shares ~~could~~ ~~cause~~registered ~~our stock price to decline. In turn~~hereunder, ifas ~~our~~the ~~stock~~only ~~price~~shares ~~declines~~being ~~and~~registered weare ~~issue~~those ~~more~~sold ~~puts,~~pursuant ~~more~~to ~~shares will come into~~ the ~~market, which~~GHS ~~could~~Financing ~~cause a further drop in our stock price~~Agreement. ~~You~~GHS ~~should~~may besell ~~aware~~all ~~that~~or a ~~there~~portion ~~is an inverse relationship between the market price~~ of ~~our common stock and~~ the ~~number of~~ shares tobeing beoffered ~~issued~~pursuant ~~under~~to ~~the~~this ~~equity~~prospectus ~~line~~at offixed ~~credit.~~prices Ifand ~~our~~prevailing ~~stock~~market ~~price~~prices ~~declines,~~at ~~we will be required to issue a greater number of shares under~~ the ~~equity~~time ~~line~~ of ~~credit.~~sale, ~~We have no obligation to utilize the full amount available under~~at ~~the~~varying ~~equity~~prices ~~line~~or ofat ~~credit~~negotiated prices.

~~Neither the~~Item ~~Financing Agreement nor any of our rights or GHS’s rights thereunder may be assigned to any other person~~6. DILUTION

~~Item~~Not applicable. The shares registered under this 8registration statement are not being offered for purchase. ~~PLAN~~The OFshares ~~DISTRIBUTION~~are being registered on behalf of our selling shareholders pursuant to the GHS Financing Agreement.

~~Each of~~Item the selling stockholders named above and 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 transactions7. ~~These~~SELLING ~~sales~~SECURITY may 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:HOLDER

●The ~~ordinary~~selling ~~brokerage~~stockholder ~~transactions~~identified ~~and transactions~~ in ~~which~~this ~~the~~prospectus may ~~broker-dealer~~offer ~~solicits~~and ~~purchasers;~~sell ●up ~~block trades in which the broker-dealer will attempt~~ to ~~sell~~4,000,000,000 ~~the~~ shares asof ~~agent~~our ~~but~~common ~~may~~stock, ~~position~~which ~~and~~consists ~~resell~~of ashares ~~portion~~ of ~~the~~common ~~block~~stock ~~as principal~~ to ~~facilitate~~be ~~the~~sold ~~transaction; ● purchases~~ by aGHS ~~broker-dealer~~pursuant to ~~as principal and resale by~~ the ~~broker-dealer~~Financing ~~for~~Agreement. ~~its~~If ~~account;~~issued ●presently, ~~privately~~the ~~negotiated~~shares ~~transactions;~~of ●common ~~broker-dealers~~stock ~~may~~registered ~~agree~~for ~~with~~resale ~~the~~by ~~selling~~GHS ~~stockholders~~would torepresent ~~sell~~32.13% aof ~~specified~~our issued ~~number~~and ofoutstanding ~~such~~ shares ~~at a stipulated price per share; ● a combination~~ of ~~any~~common ~~such~~stock ~~methods~~as of ~~sale;~~April or24, 2025.

~~Broker-dealers engaged~~We bymay require the selling ~~stockholders~~stockholder ~~may arrange for other brokers-dealers~~ to ~~participate~~suspend the in sales. ~~Broker-dealers~~of ~~may~~the ~~receive~~shares ~~commissions or~~of ~~discounts~~our ~~from~~common ~~the~~stock ~~selling~~being ~~stockholders~~offered ~~(or,~~pursuant ifto ~~any~~this ~~broker-dealer~~prospectus ~~acts~~upon ~~as agent for~~ the ~~purchaser~~occurrence of ~~shares,~~any ~~from~~event ~~the~~that ~~purchaser)~~makes inany ~~amounts~~statement ~~to be negotiated, but, except as set forth~~ in ~~a supplement to~~ this prospectus, inor the ~~case~~related ofregistration anstatement ~~agency~~untrue ~~transaction not~~ in ~~excess of~~any amaterial ~~customary~~respect ~~brokerage~~or ~~commission~~that inrequires ~~compliance~~the ~~with~~changing ~~FINRA~~of ~~Rule~~statements in ~~2440;~~those ~~and~~documents in ~~the~~order ~~case~~to ofmake astatements ~~principal transaction a markup or markdown~~ in ~~compliance~~those ~~with~~documents ~~FINRA~~not ~~IM-2440~~misleading.

~~GHS is~~The anselling ~~underwriter~~stockholder ~~within~~identified ~~the meaning of the Securities Act of 1933 and any broker-dealers or agents that are involved~~ in ~~selling~~ the table ~~shares~~below may befrom ~~deemed~~time to betime ~~“underwriters”~~offer ~~within~~and ~~the~~sell ~~meaning~~under ofthis ~~the~~prospectus ~~Securities Act of 1933 in connection with such sales. In such event,~~ any ~~commissions received by such broker-dealers~~ or ~~agents~~all ~~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. GHS has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the~~ common stock ofdescribed ~~our~~under ~~company. Pursuant to a requirement by FINRA,~~ the ~~maximum~~column ~~commission or discount to be received by any FINRA member or independent broker-dealer~~“Shares ~~may not be greater than 8%~~ of ~~the~~Common ~~gross~~Stock ~~proceeds~~Being ~~received~~Offered” byin ~~us for~~ the ~~sale~~table ~~of any securities being registered pursuant to Rule 415 promulgated under the Securities Act of 1933~~below.

Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling stockholder. The selling stockholder may agree to indemnify any agent, dealer, or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act of 1933.20

~~We are~~GHS ~~required~~will tobe ~~pay~~deemed ~~certain fees and expenses incurred by us incident~~ to ~~the~~be ~~registration~~an ofunderwriter ~~the shares covered by this prospectus. We~~within ~~have agreed to indemnify~~ the ~~selling~~meaning ~~stockholders~~of ~~against certain losses, claims, damages and liabilities, including liabilities under~~ the Securities Act ~~of 1933~~. WeAny ~~will~~profits ~~not~~realized ~~receive any proceeds from the resale of any of the shares of our common stock~~ by ~~the~~such selling ~~stockholders.~~ Westockholder may, however, receive proceeds from the sale of our common stock under the Financing Agreement with GHS. Neither the Financing Agreement with GHS nor any rights of the parties under the Financing Agreement with GHS may be ~~assigned~~deemed ~~or delegated~~ to ~~any other~~be ~~person~~underwriting commissions.

21Information concerning the selling 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 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 shares of common stock. The total number of shares 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.

~~We have~~The ~~entered~~manner ~~into~~in anwhich ~~agreement with GHS to keep this prospectus effective until GHS has sold all of~~ the ~~common~~selling ~~shares~~stockholder ~~purchased by it~~acquired ~~under~~or ~~the~~will ~~Financing Agreement and has no right to~~ acquire ~~any additional~~ shares of our common stock ~~under~~is ~~the~~discussed ~~Financing~~below ~~Agreement~~under “The Offering.”

The following table sets forth the name of each ~~resale~~selling stockholder, the number of shares ~~will~~of our common stock beneficially owned by such stockholder before this offering, the number of shares to be ~~sold~~offered ~~only~~for ~~through~~such ~~registered~~stockholder’s oraccount ~~licensed~~and ~~brokers~~the ornumber ~~dealers~~and (if ~~required~~one ~~under~~percent ~~applicable~~or ~~state~~more) ~~securities~~the ~~laws~~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 Indetermined ~~addition~~under the rules of the SEC, inand ~~certain~~such ~~states~~information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, ~~the~~beneficial ~~resale~~ownership includes any shares ~~may~~of ~~not~~our becommon ~~sold~~stock ~~unless~~as ~~they~~to ~~have~~which ~~been~~a ~~registered~~person has sole or ~~qualified~~shared ~~for~~voting ~~sale~~power inor investment power and any shares of common stock which the ~~applicable~~person has the right to acquire within 60 days, through the exercise of any ~~state~~option, warrant or anright, ~~exemption~~through ~~from~~conversion of any security or pursuant to the ~~registration~~automatic termination of a power of attorney or ~~qualification~~revocation of ~~requirement~~a istrust, ~~available~~discretionary account or similar arrangement, and issuch ~~complied~~shares ~~with~~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 person. Beneficial ownership percentages are calculated based on 8,450,615,922 shares of our common stock outstanding as of April 24, 2025.

~~Under applicable~~Unless ~~rules~~otherwise ~~and~~set ~~regulations~~forth ~~under~~below, (a) the ~~Securities~~persons and ~~Exchange~~entities ~~Act~~named ofin ~~1934,~~the ~~any~~table ~~person~~have ~~engaged~~sole invoting ~~the~~and ~~distribution~~sole ofinvestment ~~the~~power ~~resale~~with ~~shares may~~respect ~~not~~to ~~simultaneously~~the ~~engage~~shares inset ~~market~~forth ~~making~~opposite ~~activities~~the ~~with~~selling ~~respect~~stockholder’s name, subject to ~~the~~community ~~common~~property ~~stock~~laws, ~~for~~where ~~the~~ applicable, ~~restricted~~and ~~period,~~(b) asno ~~defined in~~selling ~~Regulation~~stockholder Mhad any position, ~~prior~~office toor ~~the~~other ~~commencement~~material relationship ofwithin the ~~distribution.~~past Inthree ~~addition~~years, ~~the~~with ~~selling~~us ~~stockholders~~or ~~will~~with beany ~~subject~~of toour ~~applicable~~predecessors ~~provisions of~~or ~~the~~affiliates. ~~Securities~~The ~~Exchange~~number ~~Act~~ of ~~1934~~shares ~~and~~of ~~the~~common ~~rules~~stock shown ~~and~~as ~~regulations~~beneficially ~~thereunder,~~owned ~~including~~before ~~Regulation~~the M,offering ~~which~~is ~~may~~based ~~limit~~on ~~the~~information ~~timing~~furnished ~~of purchases~~to ~~and~~us ~~sales~~or ofotherwise ~~shares~~based ofon ~~the~~information ~~common~~available ~~stock~~to us byat the ~~selling~~timing ~~stockholders~~of orthe ~~any~~filing ~~other~~of ~~person.~~the Weregistration ~~will~~statement ~~make copies~~ of which this prospectus ~~available~~ toforms ~~the~~a ~~selling stockholders~~part.

Item 9. DESCRIPTION OF SECURITIES TO BE REGISTERED

	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	%

~~General~~Notes:

We are authorized to issue 8,990,000,000 shares of common stock, par value $0.001, of which 6,628,031,093shares are issued and outstanding as of July 8, 2024. 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.

(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.

~~Dividends~~21

~~We have~~THE 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.OFFERING

~~Warrants~~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 $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 ~~Options~~possible sale of $640,000 worth of our shares.

~~Currently, there~~The ~~are~~purchase noprice ~~warrants~~of orthe ~~options~~common ~~outstanding;~~stock ~~nor~~will ~~are~~be set ~~there~~at ~~any~~eighty ~~other~~percent ~~equity~~(80%) orof ~~debt~~the ~~securities~~lowest ~~convertible~~average ~~into~~daily volume weighted average trading price of the common stock ~~other~~during ~~than~~the ten (10) ~~disclosed~~consecutive intrading day period immediately preceding the ~~“Convertible~~date ~~Note”~~on ~~paragraph~~which ~~above~~the Company delivers a put notice to GHS. In addition, there is an ownership limit for GHS of 4.99%.

~~Nevada~~GHS is not permitted to engage in short sales ~~Anti-Takeover~~involving ~~Laws~~our common stock during the term of the commitment period. In accordance with Regulation SHO, however, sales of our common stock by GHS after delivery of a put notice of such number of shares reasonably expected to be purchased by GHS under a put will not be deemed a short sale.

~~As a~~In ~~Nevada corporation~~addition, we ~~are~~must ~~subject~~deliver ~~to certain anti-takeover provisions that apply to public corporations under Nevada law. Pursuant to Section 607.0901 of~~ the ~~Nevada~~other ~~Business Corporation Act~~required documents, orinstruments ~~the~~and ~~Nevada~~writings ~~Act,~~required. aGHS ~~publicly~~is ~~held Nevada corporation may~~ not ~~engage~~required into ~~a broad~~purchase ~~range of business combinations or other extraordinary corporate transactions with an interested shareholder without~~ the ~~approval of~~put ~~the holders of two-thirds of the voting~~ shares ~~of the corporation (excluding shares held by the interested shareholder),~~ unless:

● Our registration statement with respect to the ~~transaction~~resale isof ~~approved~~the shares of common stock delivered in connection with the applicable put shall have been declared effective; ● we shall have obtained all material permits and qualifications required by aany ~~majority~~applicable state for the offer and sale of ~~disinterested~~the ~~directors~~registrable ~~before~~securities; and ● we shall have filed all requisite reports, notices, and other documents with the ~~shareholder~~SEC ~~becomes~~in ana ~~interested~~timely ~~shareholder;~~manner.

22As we draw down on the equity line of credit, shares of our common stock will be sold into the market by GHS. The sale 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 aware that there is an inverse relationship between the market price of our common stock and the number of shares to be issued 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.

●Neither the ~~interested~~Financing ~~shareholder~~Agreement ~~has~~nor ~~owned at least 80% of the corporation’s outstanding voting shares for at least five years preceding the announcement date of~~ any ~~such business combination; ● the interested shareholder is the beneficial owner~~ of atour rights ~~least 90% of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors;~~ or ~~● the consideration paid to the holders of the corporation~~GHS’s ~~voting~~rights ~~stock~~thereunder ismay atbe ~~least~~assigned ~~equal~~ to ~~certain~~any ~~fair~~other ~~price criteria~~person.

An interested shareholder is defined as a person who, together with affiliates and associates, beneficially owns more than 10% of a corporation’s outstanding voting shares. We have not made an election in our amended Articles of Incorporation to opt out of Section 607.0901.22

~~In addition,~~Item ~~we are subject to Section 607~~8.~~0902~~ ofPLAN ~~the~~OF 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.DISTRIBUTION

~~Penny~~Each of the selling stockholders named above and ~~Stock~~any ~~Considerations~~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 transactions. These sales may 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:

~~Our shares~~● ~~will~~ordinary bebrokerage ~~“penny~~transactions ~~stocks”~~and astransactions ~~that~~in ~~term~~which isthe ~~generally~~broker-dealer ~~defined~~solicits inpurchasers; ~~the~~● ~~Securities~~block ~~Exchange~~trades ~~Act~~in ofwhich ~~1934~~the broker-dealer will attempt to ~~mean~~sell ~~equity~~the ~~securities with~~shares aas ~~price~~agent ofbut ~~less~~may ~~than~~position ~~$5.00~~and ~~per~~resell ~~share.~~a ~~Thus,~~portion ~~our~~of ~~shares~~the ~~will~~block beas ~~subject~~principal to ~~rules~~facilitate ~~that~~the ~~impose~~transaction; ~~sales~~● ~~practice~~purchases ~~and~~by ~~disclosure~~a ~~requirements on~~ broker-~~dealers~~dealer ~~who~~as ~~engage~~principal inand ~~certain~~resale ~~transactions~~by ~~involving a penny stock. Under~~ the ~~penny stock regulations, a~~ broker-dealer ~~selling a~~for ~~penny~~its ~~stock~~account; to● ~~anyone~~privately ~~other~~negotiated ~~than~~transactions; an● ~~established~~broker-dealers ~~customer~~may ~~must~~agree ~~make~~with athe ~~special~~selling ~~suitability~~stockholders ~~determination~~to ~~regarding~~sell ~~the~~a ~~purchaser~~specified ~~and must~~number ~~receive~~of ~~the~~such ~~purchaser’s~~shares ~~written~~at ~~consent~~a tostipulated ~~the~~price ~~transaction~~per ~~prior~~share; to● ~~the~~a ~~sale,~~combination ~~unless~~of ~~the~~any ~~broker-dealer~~such ismethods ~~otherwise~~of ~~exempt.~~sale; or

~~In addition,~~Broker-dealers ~~under~~engaged by the ~~penny~~selling ~~stock~~stockholders may ~~regulations,~~arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer isacts ~~required~~as agent for the purchaser of shares, from the purchaser) in amounts to: be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

●GHS ~~Deliver,~~is ~~prior~~an tounderwriter ~~any~~within ~~transaction~~the ~~involving~~meaning aof ~~penny~~the Securities ~~stock,~~Act aof ~~disclosure~~1933 ~~schedule~~and ~~prepared~~any bybroker-dealers ~~the~~or ~~Securities~~agents ~~and~~that ~~Exchange~~are ~~Commission~~involved ~~relating~~in toselling the ~~penny~~shares ~~stock~~may ~~market,~~be ~~unless~~deemed to be “underwriters” within the ~~broker-dealer~~meaning orof the ~~transaction~~Securities isAct ~~otherwise~~of ~~exempt;~~1933 ●in ~~Disclose~~connection ~~commissions~~with ~~payable~~such tosales. ~~the~~In ~~broker-dealer~~such ~~and~~event, ~~our~~any ~~registered~~commissions ~~representatives~~received ~~and~~by ~~current~~such ~~bid~~broker-dealers or agents and ~~offer~~any ~~quotations~~profit ~~for~~on the ~~securities;~~resale ●of ~~Send~~the ~~monthly~~shares ~~statements~~purchased ~~disclosing~~by ~~recent~~them ~~price~~may ~~information~~be ~~pertaining~~deemed to be underwriting commissions or discounts under the ~~penny~~Securities ~~stock~~Act ~~held~~of in1933. aGHS ~~customer’s~~has ~~account,~~informed ~~the~~us ~~account’s~~that ~~value,~~it ~~and~~does ~~information~~not ~~regarding~~have ~~the~~any ~~limited~~written ~~market~~or inoral ~~penny~~agreement ~~stocks;~~or ~~and~~understanding, ●directly ~~Make~~or aindirectly, with ~~special~~any ~~written~~person ~~determination~~to ~~that~~distribute the ~~penny~~common stock isof aour ~~suitable~~company. ~~investment~~Pursuant ~~for~~to ~~the~~a ~~purchaser~~requirement ~~and~~by ~~receive~~FINRA, the ~~purchaser’s~~maximum ~~written~~commission ~~agreement~~or discount to be received by any FINRA member or independent broker-dealer may not be greater than 8% of the ~~transaction,~~gross ~~prior~~proceeds toreceived ~~conducting~~by us for the sale of any ~~penny~~securities ~~stock~~being ~~transaction~~registered inpursuant to Rule 415 promulgated under the ~~customer’s~~Securities ~~account~~Act of 1933.

~~Because of these regulations~~Discounts, ~~broker-dealers may encounter difficulties in their attempt to sell shares of our common stock~~concessions, ~~which~~commissions ~~may~~and ~~affect~~similar ~~the ability of~~ selling ~~shareholders~~expenses, orif ~~other~~any, ~~holders~~attributable to ~~sell their shares in~~ the ~~secondary~~sale ~~market, and have the effect~~ of ~~reducing~~shares ~~the level~~will ofbe ~~trading~~borne ~~activity~~by in the ~~secondary~~selling ~~market~~stockholder. ~~These~~The ~~additional~~selling ~~sales~~stockholder ~~practice~~may ~~and disclosure requirements could impede the sale~~agree ofto ~~our~~indemnify ~~securities~~any agent, ~~if our securities become publicly traded. In addition~~dealer, ~~the~~or ~~liquidity~~broker-dealer ~~for~~that ~~our~~participates ~~securities~~in ~~may~~transactions beinvolving ~~decreased,~~sales ~~with~~of ~~a corresponding decrease in~~ the ~~price of our securities. Our~~ shares inif ~~all~~liabilities ~~probability~~are ~~will be subject to such penny stock rules and our shareholders~~imposed ~~will,~~on inthat ~~all~~person ~~likelihood,~~under ~~find~~the itSecurities ~~difficult~~Act toof ~~sell their securities~~1933.

23We are required to pay certain fees and expenses incurred by us incident to the registration of the shares covered by this prospectus. We have agreed to indemnify the 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 resale of any of the shares of our common stock by the selling stockholders. We may, however, receive proceeds from the sale of our common stock under the Financing Agreement 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.

~~Item~~We have entered into an agreement with GHS to ~~10.~~keep ~~INTERESTS~~this OFprospectus ~~NAMED~~effective ~~EXPERTS~~until ~~AND~~GHS ~~COUNSEL~~has sold all of the common shares purchased by it under the Financing Agreement and has no right to acquire any additional shares of common stock under the Financing Agreement.

~~Except as~~The ~~disclosed~~resale ~~herein,~~shares nowill ~~expert~~be orsold ~~counsel~~only ~~named~~through ~~in this prospectus as having prepared~~ registered or ~~certified~~licensed ~~any~~brokers ~~part of this prospectus~~ or ~~having given~~dealers anif ~~opinion~~required ~~upon~~under ~~the~~applicable ~~validity~~state ~~of the~~ securities ~~being~~laws. ~~registered~~In oraddition, ~~upon other legal matters~~ in ~~connection~~certain ~~with~~states, the ~~registration or~~resale ~~offering~~shares ofmay not ~~the~~be ~~common~~sold ~~stock~~unless ~~was~~they ~~employed~~have onbeen aregistered ~~contingency basis~~ or ~~had,~~qualified orfor issale ~~to receive,~~ in ~~connection with~~ the ~~offering,~~applicable astate ~~substantial interest, directly~~ or ~~indirectly,~~an inexemption ~~the~~from ~~registrant or its subsidiary. Nor was any such person connected with~~ the ~~registrant~~registration or ~~any of~~qualification ~~its~~requirement ~~parents,~~is ~~subsidiaries~~available asand ais ~~promoter,~~complied ~~managing or principal underwriter, voting trustee, director, officer or employee~~with.

~~The financial~~Under ~~statements~~applicable ofrules ~~the~~and ~~Company~~regulations asunder ofthe Securities ~~December~~Exchange ~~31,~~Act ~~2023,~~of ~~and 2022~~1934, ~~have~~any ~~been~~person ~~included~~engaged ~~herein~~ in ~~reliance~~the ondistribution of the ~~report~~resale ofshares ~~Prager Metis~~may ~~CPA’s~~not ~~LLC,~~simultaneously anengage ~~independent~~in ~~registered~~market ~~public~~making activities ~~accounting~~with ~~firm~~respect ~~and~~to the ~~report~~common isstock ~~given~~for on the ~~authority~~applicable ofrestricted ~~that~~period, ~~firm~~ as ~~experts~~ defined in ~~auditing~~Regulation ~~and~~M, ~~accounting.~~prior ~~The~~to ~~legal~~the ~~opinion~~commencement of ~~rendered~~the bydistribution. ~~Brunson~~In ~~Chandler~~addition, &the ~~Jones,~~selling ~~PLLC,~~stockholders ~~regarding~~will ~~our~~be ~~common~~subject ~~stock~~to ~~registered~~applicable in provisions of the ~~registration~~Securities ~~statement~~Exchange Act of 1934 ~~which~~and ~~this~~the ~~prospectus~~rules isand aregulations ~~part~~thereunder, isincluding asRegulation ~~set~~M, ~~forth~~which inmay ~~its~~limit ~~opinion~~the ~~letter~~timing ~~included~~of inpurchases ~~this~~and ~~prospectus.~~sales ~~The address~~of shares of the ~~Brunson~~common ~~Chandler~~stock &by ~~Jones,~~the ~~PLLC,~~selling isstockholders ~~Walker~~or ~~Center,~~any ~~175~~other Sperson. ~~Main~~We ~~Street,~~will ~~14th~~make ~~Floor,~~copies ~~Salt~~of ~~Lake~~this ~~City,~~prospectus ~~Utah,~~available ~~84111~~to the selling stockholders.

~~Item 11. INFORMATION WITH RESPECT TO THE REGISTRANT~~23

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

~~ORGANIZATION~~General

~~Ozop~~We are authorized to issue 15,990,000,000 shares ~~Energy~~of ~~Solutions~~common stock, ~~Inc~~par value $0.001, ~~(the”~~of ~~Company~~which 8,”450,615,922 ~~“we~~shares are issued and outstanding as of April 24,” ~~“us”~~2025. orEach “holder of shares of our”) ~~was~~common ~~originally~~stock ~~incorporated~~is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including asthe ~~Newmarkt~~election ~~Corp~~of Directors. onThe ~~July~~holders 17of shares of common stock have no preemptive, ~~2015~~conversion, ~~under~~subscription ~~the~~or ~~laws~~cumulative voting rights. There is no provision in our Articles of ~~the~~Incorporation ~~State~~or By-laws that would delay, defer, or prevent a change in control of ~~Nevada~~our Company.

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

~~On July~~We ~~10,~~have ~~2020,~~not ~~the~~paid ~~Company~~any ~~entered~~cash ~~into~~dividends ato ~~Stock~~our ~~Purchase Agreement (the “SPA”) with Power Conversion Technologies, Inc~~shareholders., aThe ~~Pennsylvania~~declaration ~~corporation~~of ~~(“PCTI”),~~any ~~and~~future ~~Catherine~~cash ~~Chis~~dividends ~~(“Chis”),~~is ~~PCTI’s~~at ~~Chief Executive Officer (“CEO”) and its sole shareholder. Under~~ the ~~terms~~discretion of ~~the~~our ~~SPA,~~board ~~the~~of ~~Company~~directors ~~acquired~~and ~~one~~depends ~~thousand~~upon (1our earnings,~~000)~~ ~~shares~~if ~~of PCTI~~any, ~~which represents all~~our ofcapital ~~the~~requirements ~~outstanding~~and ~~shares~~financial ~~of PCTI~~position, ~~from~~our ~~Chis~~general ineconomic ~~exchange~~conditions, ~~for~~and ~~the~~other ~~issuance~~pertinent ofconditions. ~~47,500~~It ~~shares~~is ofour ~~the~~present ~~Company’s~~intention not ~~Series~~to Cpay ~~Preferred Stock,~~any ~~18,667~~cash ~~shares~~dividends ofin the ~~Company’s~~foreseeable ~~Series D Preferred Stock~~future, ~~and~~but ~~500~~rather ~~shares~~to ofreinvest ~~the~~earnings, ~~Company’s~~if ~~Series~~any, Ein ~~Preferred~~our ~~Stock to~~business ~~Chis~~operations.

~~On October~~Warrants 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.”Options

~~On December 11~~Currently, ~~2020,~~there ~~the~~are ~~Company~~no ~~formed~~warrants ~~Ozop~~or ~~Energy~~options ~~Systems,~~outstanding; nor ~~Inc.~~are ~~(“OES”),~~there aany ~~Nevada~~other ~~corporation~~equity ~~and~~or adebt ~~wholly~~securities ~~owned~~convertible ~~subsidiary of~~into ~~the~~common ~~Company.~~stock ~~OES~~other ~~was~~than ~~formed~~disclosed toin bethe a“Convertible ~~manufacturer~~Note” paragraph ~~and distributor of renewable energy products~~above.

~~On August~~Nevada ~~19,~~Anti-Takeover 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.Laws

~~On October~~As ~~29,~~a ~~2021~~Nevada corporation, EVwe ~~Insurance~~are ~~Company,~~subject ~~Inc~~to certain anti-takeover provisions that apply to public corporations under Nevada law. ~~(“EVCO”)~~Pursuant ~~was~~to ~~formed~~Section as607.0901 of the Nevada Business Corporation Act, or the Nevada Act, a ~~captive~~publicly ~~insurance~~held ~~company~~Nevada corporation may not engage in ~~the~~a ~~State~~broad range of ~~Delaware.~~business combinations or other extraordinary ~~EVCO~~corporate istransactions awith ~~wholly~~an ~~owned~~interested ~~subsidiary~~shareholder without the approval of ~~Ozop~~the ~~Capital.~~holders Onof ~~January~~two-thirds 7,of ~~2022,~~the ~~EVCO~~voting ~~filed~~shares ~~with~~of ~~New~~the ~~Castle~~corporation (excluding ~~County,~~shares ~~Delaware~~held ~~DBA~~by ~~OZOP~~the ~~Plus.~~interested shareholder), unless:

~~On February~~● ~~25, 2022,~~ the ~~Company~~transaction ~~formed~~is ~~Ozop~~approved ~~Engineering~~by ~~and~~a ~~Design,~~majority ~~Inc.~~of ~~(“OED”)~~disinterested adirectors ~~Nevada~~before ~~corporation,~~the asshareholder abecomes ~~wholly~~an ~~owned~~interested ~~subsidiary of~~shareholder; ● the ~~Company.~~interested ~~OED~~shareholder ~~was~~has ~~formed~~owned toat ~~become~~least a80% ~~premier~~of ~~engineering~~the ~~and~~corporation’s ~~lighting~~outstanding ~~control~~voting ~~design~~shares ~~firm.~~for ~~OED~~at ~~offers~~least ~~product~~five ~~and~~years ~~design~~preceding ~~support for~~the ~~lighting~~announcement ~~and~~date ~~solar~~of ~~projects~~any ~~with~~such abusiness ~~focus~~combination; on● ~~fast~~the ~~lead~~interested ~~times~~shareholder ~~and~~is ~~technical~~the ~~support.~~beneficial ~~OED~~owner ~~and~~of ~~our~~at ~~partners~~least ~~are~~90% ~~able~~of tothe ~~offer~~outstanding ~~the~~voting ~~resources needed~~shares ~~for~~of ~~lighting~~the corporation, ~~solar~~exclusive ~~and~~of ~~electrical~~shares ~~design~~acquired ~~projects.~~directly ~~OED~~from ~~will~~the ~~provide~~corporation ~~customers~~in ~~systems~~a totransaction ~~coordinate~~not ~~the~~approved ~~understanding~~by ofa ~~electrical usage~~majority ~~with~~of the ~~relationship~~disinterested ~~between~~directors; ~~lighting~~or ~~design~~● ~~and~~the ~~lighting~~consideration ~~controls,~~paid byto ~~developing~~the ~~more~~holders ~~efficient~~of ~~ecofriendly~~the ~~designs.~~corporation’s Wevoting ~~work with~~stock ~~architects,~~is ~~engineers,~~at ~~facility~~least ~~managers,~~equal ~~electrical~~to ~~contractors~~certain ~~and~~fair ~~engineers~~price criteria.

24An interested shareholder is defined as a person who, together with affiliates and associates, beneficially owns more than 10% of a corporation’s outstanding voting shares. We have not made an election in our amended Articles of Incorporation to opt out of Section 607.0901.

~~On May~~In 5addition, ~~2023,~~we ~~the~~are ~~Board~~subject ofto ~~Directors~~Section 607.0902 of the ~~Company~~Nevada ~~approved~~Act towhich ~~amend~~prohibits the ~~Company’s~~voting ~~Articles~~ of ~~Incorporation~~shares in a publicly held Nevada corporation that are acquired in a control share acquisition unless (~~the~~i) ~~“Amendment”~~our board of directors approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior toapproval ~~increase~~by our board of directors, the ~~authorized~~holders ~~capital~~of ~~stock~~a majority of the ~~Company~~corporation’s tovoting 7shares,~~000,000,000~~ exclusive of shares, owned by officers of ~~which~~the 6corporation,~~990~~ employee directors or the acquiring party,~~000,000~~ ~~shall~~approve bethe ~~authorized~~granting of voting rights as ~~common~~ to the shares ~~and~~acquired ~~10,000,000~~in ~~shall~~the control beshare ~~authorized~~acquisition. A control share acquisition is defined as ~~preferred~~an ~~shares.~~acquisition ~~The~~that ~~Company~~immediately ~~filed~~thereafter entitles the ~~Amendment~~acquiring party ~~with~~to ~~the~~20% ~~State~~or more of ~~Nevada~~the ontotal ~~June~~voting ~~23,~~power ~~2023~~in an election of directors.

~~Discontinued Operations~~24

~~In accordance~~Penny ~~with~~Stock 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.Considerations

~~On September~~Our 1,shares ~~2022,~~will ~~the~~be ~~BOD~~“penny ofstocks” as ~~the~~that ~~Company~~term ~~authorized~~is generally defined in the ~~filing~~Securities Exchange Act of a1934 ~~Chapter~~to 7mean ~~proceeding~~equity ~~which~~securities ~~meets~~with ~~the~~a ~~definition~~price of aless ~~discontinued~~than $5.00 per ~~operation~~share. ~~Accordingly~~Thus, ~~the~~our ~~operating~~shares ~~results~~will ofbe ~~PCTI~~subject ~~are~~to ~~reported~~rules asthat aimpose ~~loss~~sales ~~from~~practice ~~discontinued~~and ~~operations~~disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the ~~accompanying~~penny ~~consolidated~~stock regulations, a broker-dealer selling a penny stock to anyone other ~~financial~~than ~~statements~~an ~~for~~established customer must make a special suitability determination regarding the ~~years~~purchaser ~~ended~~and ~~December~~must ~~31,~~receive ~~2023~~the purchaser’s written consent to the transaction prior to the sale, ~~and~~unless ~~2022~~the broker-dealer is otherwise exempt.

~~Business~~In addition, under the penny stock regulations, ~~Overview~~the broker-dealer is required to:

~~Ozop Energy~~● ~~Systems~~Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise 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.

~~OES~~Because of these regulations, broker-dealers may ~~operates~~encounter difficulties in ~~the~~their ~~renewable~~attempt to sell shares of our common stock, ~~electric~~which ~~vehicle~~may ~~(“EV”)~~affect the ability of selling shareholders or other holders to sell their shares in the secondary market, ~~energy~~and ~~storage~~have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and ~~energy~~disclosure ~~resiliency~~requirements ~~sectors~~could impede the sale of our securities, if our securities become publicly traded. WeIn ~~are~~addition, ~~engaged~~the liquidity for our securities may be decreased, with a corresponding decrease in ~~multiple~~the price of our securities. ~~business~~Our ~~lines~~shares ~~that~~in ~~include~~all ~~project~~probability ~~development~~will asbe ~~well~~subject asto ~~equipment~~such ~~distribution~~penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

~~Equipment Distributor:~~Item In April 2021, the Company signed a five-year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for office and warehouse space to support the sales and distribution of our west coast operations10. OnINTERESTS ~~February~~OF ~~22,~~NAMED ~~2023,~~EXPERTS ~~with~~AND 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. OES currently is focused on solar panel sales to other distributors and large installation companies.COUNSEL

~~Modular Energy~~Except ~~Distribution~~as ~~System:~~disclosed ~~The Neo-GridTM System patent pending~~herein, ~~consists~~no ofexpert ~~the~~or ~~design, engineering, installation,~~counsel ~~and~~named ~~operational~~in ~~methodologies~~this prospectus as ~~well~~having asprepared ~~the~~or ~~financial~~certified ~~arbitrage~~any part of ~~how~~this weprospectus ~~produce,~~or ~~capture~~having ~~and~~given ~~distribute~~an ~~electrical~~opinion ~~energy~~upon ~~for~~ the EV ~~markets.~~validity ~~OES~~of ~~has~~the securities ~~acquired~~being ~~through~~registered aor ~~license~~upon ~~the~~other ~~rights~~legal tomatters ain ~~proprietary~~connection ~~system,~~with the ~~Neo-GridsTM~~registration ~~System~~or ~~(patent~~offering ~~pending), for~~of the ~~capture~~common ~~and~~stock ~~distribution~~was ofemployed on ~~electrical~~a ~~energy~~contingency ~~for~~basis ~~the~~or EVhad, ~~market.~~or ~~The~~is ~~Neo-GridsTM~~to ~~System~~receive, ~~will~~in ~~serve~~connection ~~both~~with the ~~private~~ ~~auto~~offering, ~~and~~a ~~the~~substantial ~~commercial~~interest, ~~sectors.~~directly ~~Our~~or ~~Neo-GridsTM~~indirectly, ~~System~~in ~~leverages~~the registrant ~~this~~or ~~accelerated~~its ~~growth~~subsidiary. byNor ~~offering~~was ~~(1)~~any ~~charging locations~~such ~~that~~person ~~can~~connected bewith ~~rapidly~~the ~~installed~~registrant ~~in restricted areas~~ or ~~load~~any ~~limits~~of ~~and~~its ~~(2)~~parents, EVsubsidiaries ~~charger~~as ~~electricity~~a ~~that~~promoter, managing isor ~~produced~~principal ~~from~~underwriter, ~~renewable sources~~voting ~~having~~trustee, ~~little~~director, toofficer noor ~~carbon footprint~~employee.

25The financial statements of the Company as of December 31, 2024, and 2023, have been included herein in reliance on the report of Prager Metis CPAs LLC, an independent registered public accounting firm and the report is given on the authority of that firm as experts in auditing and accounting. The legal 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.

~~OES has~~Item ~~developed a business plan for the Neo GridTM distribution system, a solution to alleviate the stress on the existing grid-tied infrastructure~~11. ~~The~~INFORMATION ~~Company~~WITH ~~has~~RESPECT ~~completed~~TO ~~its’~~THE Neo GridTM research and development as well as the first stage that includes the specifications and engineered technical drawings. This completion of the first stage of allows us to move forward with stage two, as well as to begin to construct the first prototype or proof of concept, (“PoC”). Our PoC design is partially reliant on auto manufacturers establishing standardizations of the actual charging/discharging protocols of the batteries such as on-board inverters as well as bi-directional capabilities in electric vehicles, which have only recently been established.REGISTRANT

~~Ozop Plus~~DESCRIPTION OF BUSINESS

On August 19, 2021, the Company formed Ozop Capital Partners, Inc. (“Ozop Capital”), a Delaware corporation and a wholly owned subsidiary of the Company. On October 29, 2021, EV Insurance Company, Inc. (“EVCO”) was formed as a captive insurer that reinsures in the State of Delaware. EVCO (DBA “OZOP Plus”) is a wholly owned subsidiary of Ozop Capital. 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.ORGANIZATION

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

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.25

~~OED~~Our iscorporate ~~developing~~website ~~a product branded OZOP ARC. OZOP ARC~~ is anlocated ~~advanced~~at ~~lighting controls system, intricately engineered to integrate sophisticated wired and wireless technologies~~http://ozopenergy. ~~At its core~~com, ~~it employs a hybrid network topology that facilitates both resilient wired connections~~ and ~~flexible~~the ~~wireless~~contents ~~communications, making it suitable for complex infrastructural environments. The system is equipped with an array~~ of ~~sensors~~our ~~and~~website ~~control~~are ~~nodes,~~expressly 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, OZOP ARC offers a comprehensive solution for intricate lighting networks. This system is designed not ~~just~~incorporated ~~for control and efficiency, but also for adaptability to diverse architectural and electrical layouts, embodying a technical solution for advanced, energy-conscious lighting management~~herein.

~~Sales~~On July 10, 2020, the Company entered into a Stock Purchase Agreement (the “SPA”) with Power Conversion Technologies, Inc., a Pennsylvania corporation (“PCTI”), and ~~marketing~~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.

~~The~~On ~~Company~~October ~~markets~~29, ~~its~~2020, ~~products~~the ~~through~~Company ~~its~~formed ~~websites~~a asnew ~~well~~wholly asowned ~~attending~~subsidiary, ~~industry~~Ozop ~~specific~~Surgical ~~trade~~Name ~~shows.~~Change ~~Additionally~~Subsidiary, ~~Ozop~~Inc., ~~Plus~~a ~~markets~~Nevada corporation (“Merger Sub”). The Merger Sub was formed under the EVNevada ~~VSC~~Revised inStatutes ~~conjunction~~for ~~with~~the ~~Royal~~sole ~~Administration~~purpose ~~Services~~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 “~~Royal~~Merger Agreement”) ~~through~~with ~~Royal’s~~the ~~agents~~Merger Sub and filed Articles of Merger (the ~~Company~~“Articles of Merger”) with the ~~also~~Nevada ~~will~~Secretary ~~begin~~of ~~marketing~~State, merging the ~~product~~Merger ~~through~~Sub ~~various~~into ~~third-party~~the ~~websites~~Company, ~~and~~which ~~portals~~were ~~for~~stamped ~~additional~~effective ~~direct~~as toof ~~consumer~~November ~~marketing~~3, to2020. As permitted EVby ~~owners~~the Section 92.A.180 Inof ~~April~~the ~~2023,~~Nevada ~~OED~~Revised ~~began~~Statutes, ~~marketing~~the ~~its’~~sole ~~maintenance~~purpose and ~~support~~effect ~~contract~~of ~~program,~~the ~~named~~filing ~~Ozop~~of ~~Secure~~Articles toof ~~existing~~Merger ~~customers~~was to change asthe ~~well~~name asof ~~through~~the ~~other~~Company ~~distributors~~from Ozop Surgical Corp to “Ozop Energy Solutions, Inc.”

~~Competition~~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.

WeOn ~~compete~~August ~~with~~19, ~~many~~2021, ~~companies~~the inCompany ~~the~~formed ~~various~~Ozop ~~application~~Capital ~~segments~~Partners, ~~including~~Inc. ~~larger~~(“Ozop Capital”), ~~more~~a ~~established~~Delaware ~~companies~~corporation ~~with~~and ~~substantial~~a ~~capabilities,~~wholly owned ~~personnel~~subsidiary ~~and~~of ~~financial~~the ~~resources~~Company. ~~Many~~Brian ofConway ~~our~~was ~~competitors~~appointed ~~have~~as athe ~~larger~~sole ~~presence~~officer inand ~~global~~director ~~markets~~of Ozop Capital and has voting control of Ozop Capital.

26On 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.

~~Employees~~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.

~~The~~On ~~Company~~May ~~employs~~5, 92023, ~~full~~the ~~time~~Board ~~employees.~~of ~~Ozop~~Directors ~~also~~of ~~has~~the ~~contracts~~Company ~~with~~approved ~~various~~to ~~independent~~amend ~~contractors~~the ~~and~~Company’s ~~consultants~~Articles toof ~~fulfill~~Incorporation ~~additional~~(the “Amendment”) ~~needs,~~to ~~including~~increase ~~accounting,~~the ~~investor~~authorized ~~relations,~~capital ~~business~~stock ~~development~~of the Company to 7,000,000,000 ~~permitting~~shares, ~~and~~of ~~other~~which ~~corporate functions~~6,990,000,000 ~~and~~shall ~~may~~be ~~increase~~authorized ~~staff~~as common ~~further~~shares and 10,000,000 shall be authorized as wepreferred ~~expand~~shares. ~~activities~~The ~~and~~Company ~~bring~~filed ~~new~~the ~~projects~~Amendment ~~online~~with the State of Nevada on June 23, 2023.

~~Legal~~On ~~Proceedings~~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.

WeOn ~~know~~June of11, no2024, ~~existing~~the orCompany ~~pending~~formed ~~legal~~Automated ~~proceedings~~Room ~~against us~~Controls, ~~nor~~Inc. ~~are~~(“ARC”) wea ~~involved~~Nevada corporation, as a ~~plaintiff~~wholly owned subsidiary of the Company. ARC was created to address a significant need in ~~any~~the ~~proceeding~~lighting orcontrols ~~pending~~industry. ~~litigation,~~ARC’s personnel has extensive ~~other~~experience ~~than~~in ~~below~~lighting controls since 2012, bringing together IT specialists and lighting control experts. ~~There~~We ~~are~~believe nothat ~~proceedings~~easy indeployment and ~~which~~creative ~~any~~applications ofcan ~~our~~transform ~~directors,~~lighting ~~officers~~controls orinto ~~any~~essential oftools ~~their~~for ~~respective~~enhancing ~~affiliates,~~the orutility and ambiance of any ~~beneficial~~space. The ~~stockholder,~~Company’s mission is anto ~~adverse~~deliver ~~party~~cutting-edge ortechnology ~~has~~that asimplifies ~~material~~complex ~~interest~~control ~~adverse~~needs, toensuring ~~our~~seamless ~~interest~~integration and exceptional performance.

~~Other~~On ~~Information~~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.

~~None.~~Discontinued Operations

~~MARKET~~In ~~PRICE~~accordance OFwith ~~THE~~ASC ~~REGISTRANT~~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’Ss ~~COMMON~~operations ~~EQUITY~~and ~~AND~~financial ~~RELATED~~results ~~STOCKHOLDER~~when ~~MATTERS~~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.

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

~~Our~~Business common stock is currently quoted on the OTC Market’s OTCQB Venture Marketplace (“OTCQB”) under the symbol “OZSC”. The following table sets forth for the periods indicated the high and low traded price per share of our common stock as reported on the OTCQB. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions:Overview

~~OTC~~Ozop ~~Markets~~Energy ~~Group Inc. OTCQB (1)~~Systems

		High $				Low $
July 1, 2023-July 11, 2024			0.0084				0.0008

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

Equipment Distributor: In April 2021, the Company signed a five-year lease (beginning June 1, 2021) of approximately 8,100 SF in California, ~~Over-~~for office and warehouse space to support the~~-counter~~ ~~market~~sales ~~quotations~~and ~~reflect~~distribution ~~inter-dealer~~of ~~prices~~our ~~without~~west ~~retail~~coast ~~mark-up~~operations. On February 22, ~~mark-down~~2023, orwith ~~commission~~an effective date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the “Sublease”) with the landlord and ~~may~~a ~~not~~third ~~represent~~party for the office and warehouse in Carlsbad California. Pursuant to the Sublease agreement, the third party will be responsible ~~actual~~for ~~transactions~~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.

~~Holders~~Modular Energy Distribution System: The NeoVolt™ System comprises the design engineering, installation, and operational methodologies as well as the financial arbitrage of ~~Record~~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.

AsThe ofCompany ~~July~~has 8developed a business plan for NeoVolt™, ~~2024~~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 ~~had~~are advancing 64to ~~holders~~stage oftwo ~~record~~and ofpreparing ~~our~~to ~~common~~construct ~~stock.~~the ~~The~~initial ~~actual~~prototype ~~number~~or proof of ~~stockholders~~concept (PoC). NeoVolt™ is ~~greater~~designed ~~than~~with ~~this~~advanced features, ~~number~~including automatic adoption of ~~record~~connected devices and dynamic load balancing through a master-slave configuration. These capabilities ~~holders~~enable NeoVolt™ to seamlessly integrate with and ~~includes~~manage ~~stockholders~~energy ~~who~~flows ~~are~~across ~~beneficial~~multiple ~~owners~~devices. ~~but~~Furthermore, ~~whose~~the ~~shares~~PoC ~~are~~is ~~held~~contingent upon recent advancements in ~~street~~EV ~~name~~charging byand ~~brokers~~discharging standardizations, including on-board inverters and ~~other~~bi-directional ~~nominees~~capabilities, to ensure compatibility and efficiency in both residential and commercial applications.

~~Dividends~~26

WeOZOP have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any 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 at all. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.Plus

27Ozop Plus markets vehicle service contracts (VSC’s”) for electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services. EVCO has agreements with others whereby the battery premium associated with any EV VSC will be ceded to EVCO. OZOP Plus markets vehicle service contracts (“VSC’s”) for electric vehicles (EV’s) that offer consumers to be able to purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the energy market to offer unique and innovative services. Among EV owners’ concerns are the EV battery repair and replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear on additional components that EV vehicles experience. Management believes that the OZOP Plus marketed VSC’s will give “peace of mind” to the EV buyer. On October 23, 2024, Ozop Capital Partners, Inc. entered into an agreement with Empire Auto Protect (“Empire”). Under the agreement, Empire will white label Royal Administration’s Fully Charged VSC, to be marketed as Empire Plus. OZOP Plus will be ceded the battery premium portion of all of the Empire Plus VSC’s contracted.

~~MANAGEMENT’S~~Ozop ~~DISCUSSION~~Engineering ~~AND~~and ~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~Design

heOED ~~following~~was isformed ~~management’s~~to ~~discussion~~become ~~and~~a ~~analysis~~premier ofengineering ~~certain~~and ~~significant~~lighting ~~factors~~control ~~that~~design ~~have~~firm. ~~affected~~OED ~~our~~offers ~~financial~~product ~~position~~ and ~~operating~~ ~~results~~design ~~during~~support ~~the~~for ~~periods~~lighting ~~included~~and insolar projects ~~the~~with ~~accompanying~~a ~~unaudited~~focus ~~consolidated~~on ~~financial~~fast ~~statements,~~lead astimes ~~well~~and astechnical ~~information relating~~support. toOED ~~the~~and ~~plans of~~ our ~~current~~partners ~~management.~~are ~~This~~able ~~report~~to ~~includes~~offer ~~forward-looking statements. Generally,~~ the ~~words~~resources ~~“believes,” “anticipates,”~~needed ~~“may,”~~for ~~“will~~lighting,~~” “should,” “expect,” “intend,” “estimate,”~~ ~~“continue,”~~solar and ~~similar~~electrical ~~expressions~~design orprojects. ~~the~~OED ~~negative~~provides ~~thereof~~its’ orcustomers ~~comparable~~systems ~~terminology~~to ~~are~~coordinate ~~intended~~the tounderstanding ~~identify~~of ~~forward-looking statements.~~electrical ~~Such~~usage ~~statements~~with the ~~are~~relationship ~~subject~~between tolighting ~~certain~~design ~~risks~~ and ~~uncertainties~~lighting controls, ~~including~~by ~~the~~developing ~~matters~~more ~~set~~efficient ~~forth~~ecofriendly indesigns ~~this~~by ~~report~~working orwith ~~other reports~~architects, orengineers, ~~documents~~facility wemanagers, ~~file~~electrical ~~with~~contractors ~~the Securities~~ and ~~Exchange~~engineers. ~~Commission~~OED ~~from~~specializes ~~time~~in tolighting ~~time,~~commissioning ~~which~~services. ~~could~~On ~~cause actual results or outcomes to differ~~September ~~materially~~27, ~~from~~2024, ~~those~~OED ~~projected.~~signed ~~Undue~~an ~~reliance~~agreement ~~should~~with ~~not~~Leviton beManufacturing ~~placed~~Co, onInc., ~~these~~to ~~forward-looking~~serve ~~statements which speak only~~ as ofa ~~the~~field ~~date hereof.~~service Wetechnician ~~undertake~~for notheir ~~obligation~~advanced tolighting control ~~update these forward-looking statements~~systems.

~~While~~Automated ~~our~~Room ~~financial~~Controls 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.(ARC)

~~Although~~ARC ~~the~~is ~~Company~~developing ~~believes~~products ~~that~~to ~~the~~be ~~expectations~~an ~~reflected~~advanced inlighting ~~the~~controls ~~forward-looking~~system, ~~statements~~intricately ~~are~~engineered ~~reasonable~~to integrate sophisticated wired and wireless technologies. At its core, ~~the~~it ~~Company~~employs ~~cannot~~a ~~guarantee~~hybrid ~~future~~network topology that facilitates both resilient wired connections and flexible wireless ~~results~~communications, ~~levels~~making it suitable for complex infrastructural environments. The system is equipped with an array of ~~activity,~~sensors ~~performance~~and control nodes, orenabling ~~achievements~~precise light management and energy usage monitoring. ~~Except~~With assupport ~~required~~for byprotocols ~~applicable~~such ~~law~~as DALI and Zigbee, ~~including~~alongside the capability ~~securities~~for ~~laws~~seamless ofintegration ~~the United~~with ~~States~~IoT platforms, ~~the~~ARC ~~Company~~offers ~~does~~a comprehensive solution for intricate lighting networks. This system is designed not ~~intend~~just tofor ~~update~~control ~~any~~and ofefficiency, ~~the~~but ~~forward-looking~~also ~~statements~~for adaptability to ~~conform~~diverse ~~these~~architectural ~~statements~~and toelectrical ~~actual~~layouts, ~~results~~embodying a technical solution for advanced, energy-conscious lighting management.

~~Our~~Sales 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.marketing

The ~~following~~Company ~~discussion~~markets ~~should~~its beproducts ~~read~~through its websites as well as attending industry-specific trade shows. Additionally, OZOP Plus markets the EV VSC in conjunction with ~~our~~Royal ~~unaudited~~Administration ~~consolidated~~Services, ~~financial~~Inc. ~~statements~~(“Royal”) ~~and~~through ~~the~~Royal’s ~~related~~agents ~~notes~~and ~~that~~the ~~appear~~Company ~~elsewhere~~also inwill ~~this~~begin ~~Quarterly~~marketing ~~Report~~the onproduct ~~Form~~through 10various third-Qparty websites and portals for additional direct to consumer marketing to EV owners.

~~THE COMPANY~~Competition

~~Ozop~~We ~~Energy~~compete ~~Solutions,~~with ~~Inc.~~many (companies in the ~~“Company,”~~various ~~“we~~application segments including larger,” ~~“us”~~more orestablished ~~“our”)~~companies ~~was~~with ~~originally~~substantial ~~incorporated~~capabilities, aspersonnel ~~Newmarkt~~and ~~Corp~~financial resources. onMany ~~July~~of ~~17,~~our ~~2015,~~competitors ~~under~~have ~~the~~a ~~laws~~larger ofpresence ~~the~~in ~~State~~global ~~of Nevada~~markets.

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.Employees

~~OES~~As ~~operates~~of in the ~~renewable,~~date ~~electric~~of ~~vehicle~~this ~~(“EV”)~~filing, ~~energy~~the ~~storage~~Company ~~and~~employs ~~energy~~7 ~~resiliency~~full ~~sectors~~time employees. WeOzop ~~are~~also ~~engaged~~has incontracts ~~multiple~~with various independent contractors and ~~business~~consultants ~~lines~~to ~~that~~fulfil ~~include~~additional ~~project~~needs, including accounting, investor relations, business development, aspermitting, ~~well~~and other corporate functions, and may increase staff further as ~~equipment~~we ~~distribution~~expand activities and bring new projects online.

Equipment Distributor: In April 2021, the Company signed a five-year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for office and warehouse space to support the sales and distribution of our west coast operations. On February 22, 2023, with an effective date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the “Sublease”) with the landlord and a third party for the office and warehouse in Carlsbad California. Pursuant to the Sublease agreement, the third party will be responsible for all of the Company’s lease obligations through May 31, 2026, the lease termination date. The Company and the subleasee have agreed to work together regarding any existing Company inventory in the facility. OES currently is focused on solar panel sales to other distributors and large installation companies.27

28Legal Proceedings

~~Modular~~We ~~Energy~~were ~~Distribution~~involved ~~System:~~as ~~The~~a ~~Neo-GridTM~~plaintiff ~~System~~in ~~comprises~~a ofComplaint filed in the ~~design~~SUPERIOR ~~engineering,~~COURT ~~installation,~~OF ~~and~~THE ~~operational methodologies~~STATE asOF ~~well~~CALIFORNIA asFOR ~~the~~THE ~~financial~~COUNTY ~~arbitrage~~OF ofSAN ~~how~~DIEGO weNORTH COUNTY ~~produce~~(the “Complaint”) on November 14, ~~capture~~2022. ~~and~~The ~~distribute~~Complaint ~~electrical~~alleges ~~energy~~that former employees would place an order from a customer for purchase of product from OZOP with funds the EVexact ~~markets~~source of which is presently unknown. ~~The Company~~OZOP ~~has~~alleges ~~acquired~~that next, the ~~license~~customer ~~rights~~would sell that product to ~~the~~OZOP’s ~~Neo-GridTM~~customers ~~System,~~at a ~~proprietary~~price ~~system~~marked ~~(patent~~up ~~pending),~~from the price for which the ~~capture~~customer purchased from ~~and~~OZOP ~~distribution~~– to the benefit of ~~electrical~~Defendants ~~energy~~and ~~for~~to the EVdetriment ~~market~~of OZOP, their employer at the time. The ~~Neo-GridTM~~Complaint ~~System~~further ~~will~~alleges ~~serve~~that the ~~both~~former employees falsely represented that the ~~private~~price ~~auto~~ the customer was obtaining from other suppliers and therefore was willing to pay for OZOP product decreased, which allowed them to use the ~~commercial~~customer ~~sectors.~~to ~~Our~~then ~~Neo-GridTM~~sell ~~System~~additional ~~offers~~product ~~(1)~~to ~~charging~~OZOP’s customers at increasingly ~~locations~~larger ~~that~~margins, ~~can~~thus befurther ~~installed~~wrongfully ~~with~~enriching ~~reduced~~themselves ~~delays,~~to ~~restricted~~the ~~areas~~detriment orof ~~load~~their ~~limits~~employer, ~~and~~OZOP. ~~(2)~~The EVlawsuit ~~charger~~also ~~electricity~~alleges that the isemployees ~~produced from~~were ~~renewable~~also ~~sources~~making ~~claiming~~false ~~little~~statements to noOzop’s ~~carbon~~customers ~~footprint~~regarding the financial condition of Ozop and the lack of module inventory.

~~The~~On ~~Company~~April ~~has~~4, ~~developed~~2024, athe ~~business~~Company ~~plan~~executed ~~for~~a Settlement Agreement (the ~~Neo-GridTM~~“Settlement”) ~~System~~with ~~for~~its ~~the~~former ~~distribution~~employees ofand ~~electrical~~Your ~~energy~~Home ~~providing~~Solutions aCorp ~~solution~~(“YHS”). toYHS and the ~~inevitable~~former ~~stress~~employees towere ~~the~~all ~~existing~~defendants ~~grid~~(the ~~infrastructure.~~“Defendants”) ~~The~~in ~~Company~~the ~~has~~Complaint. ~~completed~~Pursuant to ~~its’~~the ~~research~~terms ~~and development~~ of the ~~Neo-GridTM~~Settlement, ~~System~~the asDefendants ~~well~~paid asthe ~~completed~~Company $1,125,000 during the ~~first~~year ~~set~~ended ofDecember ~~engineered technical~~31, ~~drawings~~2024. ~~This~~In ~~first~~exchange, ~~stage of~~ the Company ~~engineered~~agreed ~~technical~~to ~~drawings~~release ~~allows~~all usDefendants tofrom ~~move~~the ~~forward~~lawsuit ~~with~~and ~~stage~~to ~~two,~~deliver as11 ~~well~~containers asof tosolar ~~begin to~~panels. ~~construct~~Upon the ~~first~~receipt ~~prototype~~of orthe ~~proof~~$1,125,000 and the delivery of ~~concept,~~the ~~(“PoC”).~~11 ~~Our~~containers, ~~PoC~~and ~~design~~pursuant isto ~~partially~~the ~~reliant~~Settlement, onthe ~~auto~~Company ~~manufacturers establishing~~recorded ~~standardizations~~sales of ~~the~~$728,640, ~~actual~~a ~~charging/discharging~~credit ~~protocols~~ of ~~the~~$125,000 ~~batteries~~to legal ~~such~~expense asand ~~on-board~~for ~~inverters~~the asyear ~~well~~ended asDecember ~~bi-directional capabilities~~31, in2024, ~~electric~~recorded ~~vehicles,~~a ~~which~~gain ~~have~~on ~~only~~litigation ~~recently~~settlement ~~been~~of ~~established~~$271,360.

OnOther ~~August~~than ~~19,~~the ~~2021~~above, ~~the~~we ~~Company~~know ~~formed~~of ~~Ozop~~no ~~Capital~~legal ~~Partners,~~proceedings ~~Inc.~~to ~~(“Ozop~~which ~~Capital”),~~we are a ~~Delaware~~party ~~corporation~~or ~~and~~to awhich ~~wholly~~any ~~owned subsidiary~~ of ~~the~~our ~~Company~~property ~~and~~is ~~was~~the ~~formed as a holding company. On October 29~~subject, ~~2021,~~which EVare ~~Insurance Company~~pending, ~~Inc. (“EVCO”) was~~ ~~formed~~threatened asor acontemplated ~~captive~~or ~~insurer~~any ~~that~~unsatisfied ~~reinsures~~judgments inagainst the ~~State of Delaware~~Company. ~~EVCO (DBA “OZOP Plus”) is a wholly owned subsidiary of Ozop Capital.~~

~~Ozop~~Other 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.Information

~~On February 25, 2022, the Company formed Ozop Engineering and Design, Inc~~None. (“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 can offer the resources needed for lighting, solar and electrical design projects. OED will provide 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~~MARKET isPRICE ~~developing~~OF aTHE ~~product~~REGISTRANT’S ~~branded~~COMMON ~~OZOP~~EQUITY ~~ARC.~~AND ~~OZOP~~RELATED ~~ARC~~STOCKHOLDER is 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, OZOP 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.MATTERS

~~Discontinued~~Common ~~Operations~~Stock

OnOur ~~September~~common 1,stock ~~2022,~~is ~~the~~currently ~~BOD~~quoted ofon the ~~Company~~OTC ~~authorized~~Market’s ~~the~~OTCQB ~~filing~~Venture ofMarketplace a(“OTCQB”) ~~Chapter~~under 7the ~~proceeding~~symbol ~~which~~“OZSC”. The ~~meets~~following ~~the~~table ~~definition~~sets offorth afor ~~discontinued operation.~~the ~~Accordingly,~~periods indicated the ~~operating~~high ~~results~~and oflow ~~PCTI~~traded ~~are~~price ~~reported~~per asshare ~~income~~of ~~from~~our ~~discontinued~~common ~~operations~~stock inas ~~the~~reported ~~accompanying~~on ~~unaudited~~the ~~consolidated~~OTCQB. ~~financial~~The ~~statements~~following ~~for~~quotations ~~the~~reflect ~~three~~inter-dealer ~~months~~prices, ~~ended~~without ~~March~~retail 31mark-up, ~~2024~~mark-down or commission, and ~~2023.~~may not represent actual transactions:

29OTC Markets Group Inc. OTCQB (1)

Results of Operations for the three months ended March 31, 2024, and 2023:

	High $		Low $

April 1, 2024- April 1, 2025		0.0022		0.0001

~~Revenue~~(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

~~For~~Holders ~~the three months ended March 31, 2024, the Company generated revenue~~ of $251,722 compared to $2,791,198 for the three months ended March 31, 2023. Revenues from Ozop Energy Systems, Inc. (“OES”) are classified as sourced and distributed products. Revenues from Ozop Engineering and Design (“OED”) are classified as design and installation. Sales are summarized as follows:Record

	Three months ended March 31,
	2024		2023
Sourced and distributed products	$	75,222	$	2,758,798
Design and installation		176,500		32,400
Total	$	251,722	$	2,791,198

As of December 31, 2024, we had 72 holders of record of our common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

Sales of sourced and distributed products (solar product) were significantly lower for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The Company believes the lower revenues were due to higher interest rates affecting homeowners’ ability and desire for residential rooftop solar installations as well as competitors lowering their selling prices to try to capture a part of the lower demand. These factors also resulted in our customers having excess inventory on hand. Design and installation revenues increased for the three months ended March 31, 2024, as the Company received additional and larger installation jobs.28

~~Cost of sales~~Dividends

~~For~~We ~~the~~have ~~three~~never ~~months~~declared ~~ended~~or ~~March~~paid ~~31,~~cash ~~2024,~~dividends on our common stock. We currently intend to retain all available funds and ~~2023,~~any future earnings for use in the ~~Company~~operation ~~recognized~~of ~~$115~~our business and do not anticipate paying any dividends on our common stock in the foreseeable future,~~445~~ if at all. Any future determination to declare dividends will be made at the discretion of our board of directors and $2will depend on our financial condition,~~394~~ results of operations,~~700,~~ ~~respectively~~capital requirements, ofgeneral ~~cost~~business conditions and other factors that our board of ~~sales~~directors may deem relevant.

	Three months ended March 31,
	2024		2023
Sourced and distributed products	$	63,331	$	2,394,700
Design and installation		52,114		-
Total	$	115,445	$	2,394,700

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~During~~The ~~the~~following ~~year~~is ~~ended~~management’s ~~December~~discussion ~~31,~~and ~~2023,~~analysis ~~the~~of ~~Company~~certain ~~reviewed~~significant ~~its~~factors ~~inventory~~that ~~valuation~~have toaffected ~~determine~~our iffinancial position and operating results during the ~~historical~~periods ~~cost~~included ofin ~~its~~the ~~solar~~accompanying ~~panels~~unaudited consolidated financial statements, as well as information ~~was~~relating ~~less~~to ~~than~~the ~~their~~plans ~~net~~of ~~realizable~~our ~~value~~current management. ~~Management~~This ~~also~~report ~~considers,~~includes ifforward-looking ~~applicable~~statements. Generally, ~~other~~the ~~factors~~words “believes,” “anticipates,” ~~including~~“may,” ~~known~~“will,” ~~trends~~“should,” ~~market~~“expect,” ~~conditions~~“intend,” “estimate,” “continue,” and ~~other~~similar ~~such~~expressions ~~issues.~~or ~~Based~~the onnegative ~~current~~thereof ~~market~~or ~~conditions~~comparable ~~related~~terminology are intended to ~~solar~~identify ~~panels~~forward-looking statements. ~~including~~Such ~~but~~statements ~~not~~are ~~limited~~subject to ~~reduced~~certain ~~selling~~risks ~~prices in~~and uncertainties, including the ~~industry~~matters ~~and~~set ~~the~~forth ~~abundance~~in ofthis ~~inventory~~report ~~supply~~or inother ~~the~~reports or ~~market,~~documents ~~management~~we ~~determined~~file ~~that~~with the ~~net~~Securities ~~realizable~~and ~~value~~Exchange ofCommission ~~certain~~from ~~of the~~time ~~Company’s~~to ~~inventory~~time, ~~required~~which acould ~~lower~~cause ofactual ~~cost~~results or ~~market~~outcomes ~~adjustment~~to ofdiffer materially ~~$1,495,978~~from ~~(the~~those ~~“Inventory~~projected. ~~Adjustment”)~~Undue ~~to the~~reliance ~~historical~~should ~~cost~~not be placed on these forward-looking statements which speak only as of ~~inventory~~the ~~purchased~~date hereof. We undertake no obligation to update these forward-looking statements.

~~Pursuant~~While toour ~~the~~financial ~~Inventory~~statements ~~Adjustment,~~are presented on the ~~Company~~basis ~~recognized~~that we are a ~~gross~~going ~~margin~~concern, onwhich ~~solar~~contemplates ~~products~~the realization of ~~15.8%~~assets ~~for~~and the satisfaction ~~three~~of ~~months~~liabilities ~~ended~~in ~~March~~the ~~31,~~normal ~~2024~~course of business over a reasonable length of time, ~~compared~~ toour ~~13.2%~~auditors ~~for~~have ~~the~~raised ~~three~~a ~~months~~substantial doubt ~~ended~~about ~~March~~our ~~31,~~ability ~~2023~~to continue as a going concern.

~~Design~~Although ~~and~~the ~~installation~~Company ~~cost~~believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of ~~sales~~activity, isperformance, ~~comprised~~or achievements. Except as required by applicable law, including the securities laws of ~~OED’s~~the United ~~labor~~States, ~~costs~~the ~~for~~Company ~~each~~does ~~job~~not intend to update any of the forward-looking statements to conform these statements to actual results.

~~Operating~~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.

~~Total~~The ~~operating~~following ~~expenses~~discussion ~~for~~should ~~the~~be ~~three~~read ~~months~~in ~~ended~~conjunction ~~March~~with ~~31,~~our ~~2024,~~unaudited ~~and~~consolidated ~~2023,~~financial ~~were~~statements ~~$968,763~~ and ~~$1,069,762~~the ~~respectively.~~related ~~The~~notes ~~operating~~that ~~expenses~~appear ~~were~~elsewhere ~~comprised~~in ~~of:~~this Quarterly Report on Form 10-Q.

	Three months ended March 31,
	2024		2023
Management fees, related parties	$	240,000	$	240,000
Salaries, taxes, and benefits		193,494		266,804
Professional and consulting fees		254,827		281,008
Advertising and marketing		15,671		17,772
Rent and office expenses		83,604		55,116
Insurance		60,976		48,391
General and administrative, other		120,191		160,671
Total	$	968,763	$	1,069,762

THE COMPANY

30Ozop Energy Solutions, Inc. (the “Company,” “we,” “us” or “our”) was originally incorporated as Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada.

On ~~July~~October 1029, 2020, ~~pursuant to~~ the ~~PCTI~~Company ~~transaction,~~formed ~~the~~a ~~Company~~new ~~assumed~~wholly anowned ~~employment~~subsidiary, ~~contract~~Ozop ~~entered~~Surgical ~~into~~Name onChange ~~February 28~~Subsidiary, ~~2020~~Inc., ~~between the~~a ~~Company~~Nevada ~~and Mr. Conway~~ corporation (~~the~~ “~~Employment~~Merger ~~Agreement~~Sub”). ~~Mr.~~The ~~Conway’s~~Merger ~~compensation~~Sub ~~as adjusted~~ was ~~$20,000~~formed ~~per~~under ~~month. Effective~~the ~~January~~Nevada 1,Revised ~~2022,~~Statutes for the ~~Company~~sole ~~entered~~purpose ~~into~~and aeffect ~~new~~of ~~employment~~changing ~~agreement~~the Company’s ~~with~~name ~~Mr. Conway. Pursuant~~ to ~~the~~“Ozop ~~agreement~~Energy Solutions, MrInc.” ~~Conway will~~That ~~receive~~same ~~annual~~day ~~compensation~~the ofCompany ~~$240,000~~entered ~~from~~into ~~the~~an ~~Company~~Agreement and ~~will~~Plan ~~also~~of beMerger (the ~~eligible~~“Merger toAgreement”) ~~receive~~with ~~bonuses~~the Merger Sub and ~~equity~~filed ~~grants~~Articles atof Merger (the ~~discretion~~ “Articles of Merger”) with the Nevada ~~BOD.~~Secretary ~~The~~of ~~Company~~State, ~~also~~merging ~~agreed~~the toMerger ~~compensate~~Sub ~~Mr.~~into ~~Conway~~the ~~for~~Company, ~~services~~which ~~provided~~were ~~directly~~stamped toeffective ~~any~~as of ~~the~~November ~~Company’s~~3, ~~subsidiaries~~2020. As permitted ~~Currently,~~by the ~~subsidiaries~~Section 92.A.180 of ~~Ozop~~the ~~Capital,~~Nevada ~~OES~~Revised ~~and OED~~Statutes, ~~each~~the ~~compensates~~sole ~~Mr.~~purpose ~~Conway~~and ~~$20,000~~effect ~~per~~of ~~month.~~the ~~For~~filing ~~the~~of ~~three~~Articles ~~months~~of ~~ended~~Merger ~~March 31,~~was ~~2024,~~to ~~and~~change the ~~2023,~~name of the Company ~~recorded~~from ~~expenses~~Ozop toSurgical ~~Mr.~~Corp ~~Conway~~to of“Ozop ~~$240~~Energy Solutions,~~000~~ ~~or each period~~Inc.”

Salaries, taxes, and benefits decreased for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Ozop Energy Systems currently has 2 employees with an aggregate annual salary of $204,000 and focused on information technology and general and administrative functions. The solar distribution of this vertical is being managed by our financial consultant and the Company’s CEO. OED currently has five employees with an aggregate annual compensation of $478,000 and a daily consultant when needed. OED has allocated $52,114 of salaries to cost of sales for the three months ended March 31, 2024. EV Insurance Company has one employee with annual compensation of $125,000. The expenses per subsidiary included in operating expenses for the three months ended March 31, 2024, and 2023, are as follows:29

	Three months ended March 31,
	2024		2023
Ozop Energy Systems	$	55,637	$	79,701
Ozop Engineering and Design		103,716		152,852
EV Insurance Company		34,141		34,251
Total	$	193,494	$	266,804

~~Professional~~On ~~and~~August ~~consulting~~19, ~~fees~~2021, ~~decreased for~~ the ~~three~~Company ~~months~~formed ~~ended~~Ozop ~~March~~Capital 31Partners, ~~2024,~~Inc. ~~compared~~(“Ozop toCapital”), ~~the~~a ~~three~~Delaware ~~months~~corporation ~~ended~~and ~~March~~a ~~31,~~wholly ~~2023. The decrease~~owned issubsidiary ~~due~~of to the ~~expiration~~Company. ofBrian ~~certain~~Conway ~~consulting~~was ~~contracts~~appointed ~~and~~as ~~legal fees related to~~ the ~~YHS~~sole ~~litigation.~~officer ~~These~~and ~~decreases~~director ~~were~~of ~~partially offset~~Ozop byCapital ~~increases~~and inhas ~~general~~voting ~~legal~~control ~~expenses~~of ~~and auditing fees~~Ozop Capital.

~~Advertising~~On ~~and~~October ~~marketing~~29, ~~expenses~~2021, ~~decreased~~EV ~~for~~Insurance Company, Inc. (“EVCO”) was formed as a captive insurance company in the ~~three~~State ~~months~~of ~~ended~~Delaware. EVCO ~~March~~is 31a wholly owned subsidiary of Ozop Capital. On January 7, ~~2024~~2022, ~~compared~~EVCO tofiled ~~the~~with ~~three~~New ~~months~~Castle ~~ended~~County, ~~March~~Delaware ~~31,~~DBA ~~2023~~OZOP Plus.

~~Rent~~On February 25, 2022, the Company formed Ozop Engineering and ~~office~~Design, ~~expense~~Inc. (~~including~~“OED”) ~~storage,~~a ~~supplies,~~Nevada ~~utilities~~corporation, ~~and~~as ~~internet~~a ~~costs)~~wholly ~~increased~~owned ~~for~~subsidiary of the ~~three~~Company. ~~months~~OED ~~ended~~was ~~March~~formed ~~31,~~to ~~2024,~~become a premier engineering and lighting control design firm. OED offers product and design support ~~compared~~for tolighting ~~the~~and ~~three~~solar ~~months~~projects ~~ended~~with ~~March~~a ~~31,~~focus ~~2023~~on fast lead times and technical support. ~~The~~OED ~~increase~~and isour partners are able to offer the ~~result~~resources needed offor ~~$55~~lighting,~~890~~ ~~expenses~~solar ~~incurred~~and byelectrical ~~OES~~design ~~for~~projects. ~~storage~~OED ~~fees,~~will ~~partially~~provide customers systems to coordinate the understanding of electrical ~~offset~~usage bywith ~~decreased~~the ~~rent~~relationship ~~expense~~between ~~that~~lighting ondesign ~~March~~and 1,lighting ~~2023~~controls, ~~OES~~by ~~has~~developing ~~subleased~~more ~~the~~efficient ~~Carlsbad~~ecofriendly ~~office~~designs. ~~and~~We ~~warehouse~~work with toarchitects, aengineers, ~~third~~facility ~~party~~managers, electrical contractors and engineers.

~~Insurance~~On ~~expense~~June ~~increased~~11, ~~for~~2024, the ~~three~~Company ~~months~~formed ~~ended~~Automated ~~March~~Room 31Controls, ~~2024~~Inc. (“ARC”) a Nevada corporation, ~~compared~~as a wholly owned subsidiary of the Company. ARC was created to address a significant need in the ~~three~~lighting ~~months~~controls ~~ended~~industry. ~~March~~ARC’s 31personnel has extensive experience in lighting controls since 2012, ~~2023~~bringing together IT specialists and lighting control experts. ~~The~~We ~~increase~~believe ~~was~~that ~~the~~easy deployment ~~result~~and ofcreative ~~increases~~applications incan transform lighting controls into essential tools for enhancing the utility and ambiance of any space. The Company’s ~~general~~mission ~~liability~~is ~~insurance.~~to ~~The~~deliver ~~Company~~cutting-edge ~~estimates~~technology that ~~the~~simplifies ~~monthly~~complex ~~insurance~~control ~~expense~~needs, toensuring ~~be approximately~~seamless ~~$20,000~~integration ~~per~~and exceptional ~~month~~performance.

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

~~Other~~Equipment ~~expense~~Distributor: In April 2021, ~~net~~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 ~~three~~sales ~~months~~and ~~ended~~distribution ~~March~~of 31our west coast operations. On February 22, ~~2024~~2023, ~~was~~with ~~$594,882~~an ~~compared~~effective date toof $March 1,~~859~~ 2023,~~651~~ the Company entered into a Sublease for a Single Subleasee Agreement (the ~~three~~“Sublease”) ~~months~~with ~~ended~~the ~~March~~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, ~~2023~~2026, the lease termination date. The Company and ~~were~~the assubleasee ~~follows~~have agreed to work together regarding any existing Company inventory in the facility.

	Three months ended March 31,
	2024			2023
Interest expense	$	1,056,887		$	1,221,533
(Gain) loss on change in fair value of derivatives		(462,005	)		638,118
Total other (income) expense, net	$	594,882		$	1,859,651

31The 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.

The decrease in interest expense for the three months ended March 31, 2024, is primarily a result of the amortization period of certain note discounts that were completed in 2023. Interest expense on the face value of the principal balances of the notes payable increased due to the increased rate as a result of note defaults and extended maturity dates. For the three months ended March 31, 2024, the Company recognized a gain of $462,005 on the change in the fair value of derivatives compared to a loss of $638,118 for the three months ended March 31, 2023.30

~~Net~~OED ~~loss~~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.

~~Net~~Ozop ~~loss~~Plus ~~attributable~~markets tovehicle ~~the~~service ~~Company~~contracts (VSC’s”) for ~~the~~electric ~~three~~vehicles ~~months~~(EV’s) ~~ended~~that ~~March~~offer ~~31,~~consumers ~~2024,~~to ~~was~~be ~~$1,423,795~~able ~~compared~~ to ~~$2,527,552~~purchase additional ~~for~~months and miles above the ~~three~~manufacturer’s ~~months ended~~warranty ~~March~~and ~~31,~~to ~~2023.~~also ~~The~~bring ~~change~~added ~~was~~value ~~primarily~~to aEV ~~result~~owners ofby ~~the~~utilizing ~~gain~~our ofpartnerships and ~~$462,005~~strengths onin the ~~change~~energy inmarket ~~fair~~to ~~value~~offer ofunique ~~derivatives~~and ~~for~~innovative services. Among EV owners’ concerns are the ~~three months~~EV ~~ended~~battery ~~March~~repair and ~~31,~~replacement ~~2024~~costs, ~~compared~~range toanxiety, aenvironmental ~~loss~~responsibilities, ofroadside ~~$638~~assistance,~~115~~ ~~for~~and the ~~three~~accelerated ~~months~~wear ~~ended~~on ~~March~~additional ~~31,~~components that ~~2023.~~EV ~~The~~vehicles ~~decrease~~experience. inManagement ~~gross~~believes ~~profit~~that ~~for~~ the ~~three~~Ozop ~~months~~Plus ~~ended~~marketed ~~March~~VSC’s ~~31,~~will ~~2024,~~give ~~compared~~“peace of mind” to the EV ~~three~~buyer. ~~months~~On ~~ended~~October ~~March~~23, 312024, ~~2023~~Ozop Capital Partners, ~~partially~~Inc. ~~offset~~entered ~~the~~into ~~gain~~an onagreement with Empire Auto Protect (“Empire”). Under the ~~change~~agreement, inEmpire will white label Royal Administration’s Fully Charged VSC, to be marketed as Empire Plus. OZOP Plus will be ceded the ~~fair~~battery ~~value~~premium portion of ~~derivatives~~all of the Empire Plus VSC’s contracted.

~~Liquidity~~ARC has developed products to be an advanced lighting controls system, intricately engineered to integrate sophisticated wired and ~~Capital~~wireless technologies. ~~Resources~~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.

~~The~~Discontinued 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, 2024, the Company had an accumulated deficit of $220,094,725 and a working capital deficit of $28,047,674 (including derivative liabilities of $754,073). As of March 31, 2024, the Company was in default of $3,315,000 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.Operations

~~Currently,~~On ~~our~~September ~~current capital and our other existing resources will be sufficient to provide the working capital needed for our current business~~1, ~~however,~~ ~~additional capital will be required to meet our debt obligations~~2022, ~~and~~the toBOD ~~further~~of ~~expand~~the ~~our~~Company ~~business.~~authorized ~~We may be unable to obtain~~ the ~~additional~~filing ~~capital~~of ~~required.~~a IfChapter we7 ~~are~~proceedings ~~unable~~which tomeets ~~generate~~the ~~capital~~definition orof ~~raise additional funds when required, it will have~~ a ~~negative~~discontinued ~~impact~~operation. onAccordingly, ~~our~~the ~~business~~operating ~~development and financial~~ results. ~~These~~of ~~conditions~~PCTI ~~raise~~are ~~substantial~~reported ~~doubt about our ability to continue~~ as ~~a going~~income ~~concern as well as our recurring losses~~ from discontinued operations, ~~deficit~~ in ~~equity, and~~ the ~~need~~accompanying ~~to raise additional capital to fund operations.~~consolidated ~~This~~financial ~~“going~~statements ~~concern”~~for ~~could impair our ability to finance our operations through~~ the ~~sale~~years ofended ~~debt~~December or31, ~~equity~~2024, ~~securities.~~and ~~Management’s plans in regard to these factors are discussed in Note 2 to the unaudited consolidated financial statements filed herein~~2023.

~~For~~Results ~~the~~of ~~three~~Operations ~~months~~for ~~ended March 31, 2024, we primarily funded our business operations with~~ the ~~existing~~years ~~cash~~ended onDecember ~~hand as of January 1~~31, 2024, ~~cash~~ ~~received from accounts receivable,~~ and ~~$350,555 received from sales of common stock.~~2023:

As of March 31, 2024, we had cash of $1,154,964 as compared to $1,446,029 as of December 31, 2023. As of March 31, 2024, we had current liabilities of $30,435,548 (including $754,073 of derivative liabilities), compared to current assets of $2,387,874, which resulted in a working capital deficit of $28,047,674. The current liabilities are comprised of accounts payable, accrued expenses, convertible debt, derivative liabilities, lease obligations, deferred liability, notes payable and liabilities of discontinued operations.Revenue

32For the year ended December 31, 2024, the Company generated revenue of $1,342,653 compared to $4,760,705 for the year ended December 31, 2023. Revenues from Ozop Energy Systems, Inc. (“OES”) are classified as sourced and distributed products. Ozop Engineering and Design (“OED”) revenues are classified as design and installation. Sales are summarized as follows:

Operating Activities

	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

~~For~~Sales for the ~~three~~year ~~months~~ ended ~~March~~December 31, 2024, ~~net~~included ~~cash~~$728,640, ~~used~~pursuant into ~~operating~~the ~~activities~~YHS ~~was~~Settlement. ~~$641~~Excluding this,~~620~~ sales of sourced and distributed products (solar product) were significantly lower for the year ended December 31, 2024, compared to ~~net~~December ~~cash~~31, ~~provided~~2023. byThe ~~operating~~Company believes ~~activities~~the oflower ~~$611,373~~revenues were due to higher interest rates affecting homeowners’ ability and desire for residential rooftop solar installations as well as competitors lowering their selling prices to try to capture a part of the ~~three~~lower ~~months~~demand. These factors also resulted in our customers having excess inventory on hand. Design and installation revenues increased for the year ended ~~March~~December 31, 2024, compared to December 31, 2023, as the Company received additional and larger installation jobs.

~~For the three months ended March~~ 31, 2024, our net cash used in operating activities was primarily attributable to the net loss of $1,423,795, the gain on the change in fair value of derivatives of $462,005, adjusted by non-cash items of interest expense of $332,990, and amortization and depreciation of $52,870. Net changes of $861,893 in operating assets and liabilities reduced the cash used in operating activities.

~~For~~Cost ~~the three months ended March 31, 2023, our net cash provided by operating activities was primarily attributable to the net loss~~ of $2,527,552, adjusted by non-cash items of the loss on the fair value change of derivatives of $638,118, interest expense of $500,568, and amortization and depreciation of $55,912. Net changes of $1,949,690 in operating assets and liabilities added to the cash provided by operating activities.sales

~~Investing~~For ~~Activities~~the years ended December 31, 2024, and 2023, the Company recognized $1,187,180 and $5,367,636, respectively, of cost of sales.

There were no investing activities for the three months ended March 31, 2024. For the three months ended March 31, 2023, the net cash used in investing activities was $2,162.

	Year ended December 31,
	2024		2023
Sourced and distributed products	$	945,931	$	3,871,658
Design and installation		107,224		-
Inventory write down		134,025		1,495,978
	$	1,187,180	$	5,367,636

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

For the three months ended March 31, 2024, the net cash provided by financing activities was $350,555, net of issuance costs, from the sales of common stock to GHS.

For the ~~three~~year ~~months~~ ended ~~March~~December 31, ~~2023~~2024, the ~~net~~increase ~~cash used~~ in ~~financing~~gross ~~activities~~margin ~~was~~compared ~~$23,607.~~to ~~During~~ the ~~three~~year ~~months~~ ended ~~March~~December 31, 2023, weis ~~received~~a ~~$526,393,~~result ~~net~~ of ~~issuance~~lower ~~costs, from the sales of common stock to GHS. During the three months ended March 31, 2023,~~inventory wewrite ~~made payments of $550,000 for notes payable~~down.

~~Critical~~Operating ~~Accounting Policies and Estimates~~expenses

~~Our~~Total ~~significant~~operating ~~accounting~~expenses ~~policies~~for ~~are described in more details in~~ the ~~notes~~years toended ~~our~~December ~~financial~~31, ~~statements~~2024, ~~appearing~~and ~~elsewhere~~2023, inwere ~~this~~$3,619,155 ~~Quarterly Report~~and on$5,644,981, ~~Form 10-Q~~respectively. WeThe ~~believe~~operating ~~the following accounting policies to be most critical to the judgement and estimates used in the preparation~~expenses ofwere ~~our~~comprised ~~financial statements~~of:

Use of Estimates

	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

~~The~~Effective ~~preparation~~January of1, ~~financial~~2022, ~~statements~~the inCompany ~~conformity~~entered ~~with~~into ~~accounting~~an ~~principles~~employment ~~generally~~agreement ~~accepted~~with inMr. ~~the~~Conway. ~~United~~Pursuant ~~States~~to ofthe ~~America~~agreement, ~~requires management~~Mr. toConway ~~make~~receives ~~estimates~~annual compensation ~~and~~of ~~assumptions~~$240,000 ~~that~~from ~~affect~~ the ~~reported~~Company ~~amounts~~and ofwill ~~assets~~also ~~and~~be ~~liabilities~~eligible ~~and~~to ~~disclosures~~receive ofbonuses ~~contingent assets~~ and ~~liabilities~~equity grants at the ~~date~~discretion of the ~~financial~~BOD. The ~~statements~~Company ~~and~~also ~~the~~agreed ~~reported~~to ~~amount~~compensate ofMr. ~~revenues~~Conway ~~and~~for ~~expenses~~services ~~during~~provided directly to any of the ~~reported~~Company’s ~~period~~subsidiaries. Currently, ~~Actual~~the ~~results~~subsidiaries ~~could~~of ~~differ~~Ozop ~~from~~Capital, ~~those~~OES ~~estimates~~and OED, each compensates Mr. Conway $20,000 per month.

~~Convertible~~Travel ~~Instruments~~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.

~~The~~Termination ~~Company~~costs ~~evaluates~~of ~~and~~$1,755,082 ~~accounts~~for the year ended December 31, 2023, was a result of storage fees for ~~conversion~~goods ~~options~~that ~~embedded~~remained inat ~~convertible~~a ~~instruments~~third-party inwarehouse and ~~accordance~~purchase ~~with~~order ~~ASC~~termination ~~815~~fees charged by the Company’s solar panel supplier, ~~Derivatives~~all ~~and~~of which was in connection with an early ~~Hedging~~termination ~~Activities~~of vendor agreement.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.32

33Salaries, taxes, and benefits decreased for the year ended December 31, 2024, compared to December 31, 2023. Ozop Energy Systems currently has 2 employees with an aggregate annual salary of $204,000 and focused on information technology and general and administrative functions. The solar distribution of this vertical is being managed by our financial consultant and the Company’s CEO. OED currently has four employees with an aggregate annual compensation of $454,000. OED has allocated $85,878 of salaries to cost of sales for the year ended December 31, 2024, 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 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, 2024, and 2023, are as follows:

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

	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

~~The~~Professional ~~Company~~and ~~accounts~~consulting fees decreased for the ~~conversion~~year ofended ~~convertible~~December ~~debt~~31, ~~when~~2024, acompared ~~conversion~~to ~~option~~the ~~has~~year ~~been~~ended ~~bifurcated~~December ~~using~~31, ~~the general extinguishment standards~~2023. The ~~debt~~decrease ~~and~~is ~~equity~~due to ~~linked~~the ~~derivatives~~expiration ~~are~~of ~~removed~~certain atconsulting ~~their~~contracts ~~carrying amounts~~ and ~~the~~legal ~~shares~~fees ~~issued~~related ~~are~~to ~~measured~~the atYHS ~~their~~litigation. ~~then-current fair~~These ~~value,~~decreases ~~with~~were ~~any~~partially ~~difference~~offset by ~~recorded~~increases asin ageneral ~~gain~~legal orexpenses ~~loss~~and onauditing ~~extinguishment of the two separate accounting liabilities~~fees.

~~OFF~~Advertising ~~BALANCE~~and ~~SHEET~~marketing ~~ARRANGEMENTS~~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.

WeResearch ~~have~~and nodevelopment ~~off-balance~~costs ~~sheet~~increased ~~arrangements~~for the year ended December 3, ~~including~~2024, ~~arrangements~~compared ~~that~~to ~~would~~the ~~affect~~year ~~our~~ended ~~liquidity~~December 31, ~~capital resources~~2023, ~~market~~due ~~risk~~to ~~support~~the development and ~~credit~~testing ~~risk~~of ~~support~~the orARC ~~other benefits~~products.

~~DIRECTORS~~Insurance expenses decreased for the year ended December 31, 2024, compared to the year ended December 31, 2023. The decrease was the result of ~~EXECUTIVE~~the ~~OFFICERS~~Company ~~AND~~not ~~CORPORATE~~renewing ~~GOVERNANCE~~the credit insurance policy for OES, which terminated April 30, 2024. The Company estimates that the monthly insurance expense to be approximately $20,000 per month.

~~Identification~~General ofand ~~directors~~administrative expense other, increased for the year ended December 31, 2024, compared to the year ended December 31, 2023. There were increases in Dues and ~~executive~~Subscriptions ~~officers~~($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).

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

Name		Age		Position		Beginning
Brian Conway		53		Chief Executive Officer and Interim Chief Financial Officer		February 28, 2020

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

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

	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

~~Family Relationships~~33

~~None~~The decrease 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.

~~Involvement~~Net inincome ~~Certain~~(loss), ~~Legal~~attributable ~~Proceedings~~to the Company

NoNet ~~director~~loss attributable to the Company for the year ended December 31, ~~executive~~2024, ~~officer~~was $6,198,161 ~~significant~~compared ~~employee~~to $7,369,681 orfor ~~control~~the ~~person~~year ofended December 31, 2023. The loss for the ~~Company~~year ~~has~~ended ~~been~~December ~~involved~~31, in2023, ~~any~~included ~~legal~~the ~~proceeding~~termination ~~listed~~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 ~~Item~~fair ~~401(f)~~value of ~~Regulation~~derivatives ~~S-K~~of in$1,005,585 for the ~~past~~year 10ended ~~years~~December 31, 2024, compared to $3,212,113 for the year ended December 31, 2023.

34Liquidity and Capital Resources

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

~~Our~~Currently, ~~Board~~our ~~has~~current capital and our other existing resources will not ~~established~~be ~~any~~sufficient ~~committees,~~to ~~including~~provide anthe ~~audit~~working ~~committee~~capital needed for our current business, and, aadditional ~~compensation~~capital ~~committee~~will orbe arequired ~~nominating~~to ~~committee~~meet our debt obligations, orand ~~any~~to ~~committee performing~~further aexpand ~~similar~~our ~~function~~business. ~~The~~We ~~functions~~may ofbe ~~those~~unable ~~committees~~to obtain the additional capital required. If we are ~~being~~unable ~~undertaken~~to bygenerate ~~our~~capital ~~Board.~~or ~~Because~~raise weadditional dofunds ~~not~~when required, it will have ~~any~~a ~~independent~~negative ~~directors,~~impact on our ~~Board~~business ~~believes~~development ~~that~~and ~~the~~financial ~~establishment~~results. ofThese ~~committees~~conditions ofraise substantial doubt about our ~~Board~~ability ~~would~~to ~~not~~continue ~~provide~~as ~~any~~a going ~~benefits~~concern toas well as our ~~Company~~recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. This “going concern” could impair our ability to finance our operations through the sale of debt or equity securities. Management’s beplans ~~considered~~in ~~more~~regard ~~form~~to ~~than~~these ~~substance~~factors are discussed in Note 2 to the consolidated financial statements filed herein.

~~Given~~For ~~our~~the ~~relative~~year ~~size~~ended ~~and~~December ~~lack~~31, ~~of directors’ and officers’ insurance coverage~~2024, we doprimarily ~~not~~funded ~~anticipate that any of~~ our ~~stockholders will~~business ~~make~~with ~~such a recommendation in~~ the ~~near~~existing ~~future.~~cash ~~While~~on ~~there~~hand ~~have~~as ~~been no nominations~~ of ~~additional~~January ~~directors~~1, ~~proposed~~2024, incash ~~the event~~received ~~such~~from athe ~~proposal~~sale isof ~~made,~~inventory ~~all~~and ~~current~~collection ~~members~~ of ~~our~~accounts ~~Board~~receivable, ~~will~~and ~~participate~~$1,212,370 inreceived ~~the~~from ~~consideration~~sales of ~~director~~common ~~nominees~~stock.

As ~~with~~of ~~most~~December ~~small~~31, ~~early-stage companies until such time as our Company further develops our business~~2024, ~~achieves~~we ahad ~~greater~~cash ~~revenue~~of ~~base~~$797, ~~and~~139 ~~has~~as ~~sufficient~~compared ~~working capital~~ to ~~purchase~~$1,446,029 ~~directors’~~as ~~and~~of ~~officers’~~December ~~insurance~~31, ~~we do not have any immediate prospects to attract independent directors~~2023. ~~When~~As weof ~~are~~December ~~able~~31, ~~to expand our Board to include one or more independent directors~~2024, we ~~intend~~had ~~to establish~~current anliabilities ~~audit committee~~ of ~~our~~$33,185,481, ~~Board~~compared ofto ~~Directors.~~current Itassets ~~is our intention that one or more~~ of ~~these~~$952,666, ~~independent~~which ~~directors~~resulted ~~will~~in ~~also~~a ~~qualify~~working ~~as an~~capital ~~audit~~deficit ~~committee~~of ~~financial expert~~$32,232,815. ~~Our~~The ~~securities~~current liabilities are ~~not~~comprised ~~quoted on an exchange that has requirements that a majority~~ of ~~our~~accounts ~~Board members~~payable ~~be independent,~~ and weaccrued ~~are~~expenses, ~~not~~related ~~currently~~party ~~otherwise~~liabilities, ~~subject~~convertible ~~to any law~~debt, ~~rule~~derivative ~~or regulation requiring that all or any portion of~~liabilities, ~~our~~lease ~~Board~~obligations, ofdeferred ~~Directors include “independent” directors~~liability, ~~nor~~notes ~~are~~payable weand ~~required~~liabilities ~~to establish or maintain an audit committee or other committee~~ of ~~our~~discontinued ~~Board~~operations.

~~Code~~Operating ~~of Ethics~~Activities

WeFor ~~adopted~~the ayear ~~Code~~ended ofDecember ~~Ethics~~31, ~~for~~2024, ~~Senior~~net ~~Financial~~cash ~~Management~~used toin ~~promote~~operating ~~honest~~activities ~~and~~was ~~ethical~~$1,850,146 ~~conduct~~compared ~~and~~ to ~~deter~~$799,282 ~~wrongdoing.~~for ~~This~~the ~~Code~~year ~~applies~~ended December to31, ~~our~~2023. ~~Chief~~For ~~Executive~~the ~~Officer~~year ~~and~~ended ~~Chief~~December ~~Financial~~31, ~~Officer~~2024, ~~and~~our ~~other~~net ~~employees~~cash ~~performing~~used ~~similar~~in ~~functions.~~operating ~~The~~activities ~~obligations~~was ofprimarily attributable to the ~~Code~~net loss of ~~Ethics~~$6,198,161, ~~supplement~~the gain on the change in fair value of derivatives of $1,005,585, ~~but~~adjusted doby ~~not~~non-cash ~~replace~~interest expense of $1,119,461, the ~~any~~inventory ~~other~~write-down ~~code~~of $134,025 and amortization and depreciation of ~~conduct~~$214,372. orNet ~~ethics~~changes ~~policy~~of ~~applicable~~$3,889,315 toin ~~our~~operating ~~employees~~assets ~~generally~~and liabilities reduced the cash used in operating activities.

~~Under the Code of Ethics, all members of the senior financial management shall:~~34

~~● Act honestly and ethically in~~ For the ~~performance~~year ofended ~~their~~December ~~duties at our company~~31, ~~● Avoid actual or apparent conflicts of interest between personal and professional relationships~~2023, ●net ~~Provide~~cash ~~full,~~used ~~fair, accurate, timely and understandable disclosure~~ in ~~reports~~operating ~~and~~activities ~~documents~~was ~~that we file with~~$799,282. orFor ~~submits to,~~ the ~~SEC~~year ~~and~~ended inDecember ~~other public communications by our company~~31, ~~● Comply with rules and regulations of federal~~2023, ~~state~~our ~~and~~net ~~local~~cash used ~~governments~~in ~~and~~operating ~~other~~activities ~~private~~was ~~and~~primarily ~~public~~attributable ~~regulatory~~to ~~agencies that effect~~ the ~~conduct~~net loss of ~~our business and our financial reporting~~$7, ~~● Act in good faith~~369, ~~responsibly~~681, ~~with due care, competence and diligence, without misrepresenting material facts or allowing~~ the ~~member’s~~gain ~~independent~~on ~~judgment to be subordinated ● Respect~~ the ~~confidentiality~~change ~~of information~~ in ~~the~~fair ~~course~~value of ~~work,~~derivatives of ~~except when authorized or legally obtained to disclosure such information~~$3,212,113, ~~● Share knowledge~~ and ~~maintain skills relevant to carrying out the member’s duties within our company~~$250,000 ●of ~~Proactively~~income ~~promote~~on ~~ethical~~forfeited ~~behavior~~customer ~~as a responsible partner among peers and colleagues in the work environment and community~~deposit, ●adjusted ~~Achieve~~by ~~responsible~~non-cash ~~use~~items of ~~and~~the ~~control~~termination ~~over~~expense ~~all assets and resources~~ of ~~our company entrusted to the member~~$1,755,082, interest ~~and~~expense ~~● Promptly bring to the attention~~ of ~~the~~$1,465,518, ~~Chief Executive Officer any information concerning (a) significant deficiencies in~~ the ~~design~~inventory orwrite-down ~~operating~~ of ~~internal controls which could adversely affect to record~~$1, ~~process~~495,978 ~~summarize~~ and ~~report~~amortization ~~financial~~and ~~data~~depreciation orof ~~(b) any fraud~~$230,134. ~~whether~~Net orchanges ~~not material~~of $5,107,251 ~~that~~in ~~involves~~operating ~~management~~assets orand ~~other~~liabilities ~~employees~~reduced ~~who~~the ~~have~~cash aused ~~significant role~~ in ~~our~~operating ~~financial reporting or internal controls~~activities.

~~Director~~Investing ~~Independence~~Activities

~~None~~For of the ~~members~~year ofended ~~our~~December 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 tests31, ~~such as that the director is not~~2024, ~~and~~ ~~has not been for at least three years, one of our employees and that neither~~ the ~~director,~~net ~~nor~~cash ~~any~~used ~~of his family members has engaged~~ in ~~various~~investing ~~types~~activities ofwas ~~business dealings with us. In addition~~$11,114, ~~our~~compared ~~Board has not made a subjective determination as~~ to ~~each director that no relationships exist which~~$2,162 infor the ~~opinion~~year ofended ~~our Board, would interfere with the exercise of independent judgment in carrying out~~December ~~the responsibilities of a director~~31, ~~though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations~~2023, ~~our~~primarily ~~Board~~due ~~would have reviewed and discussed information provided by the directors and us with regard~~ to ~~each director’s~~purchase ~~business~~of ~~and~~office ~~personal activities~~ and ~~relationships~~computer asequipment ~~they~~for ~~may~~both ~~relate to us and our management~~years.

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

~~Our~~For ~~board~~the asyear aended ~~whole~~December ~~will~~31, ~~consider executive officer compensation~~2024, ~~and our entire board participates in~~ the ~~consideration~~net ofcash ~~director~~provided ~~compensation. Our~~by ~~board~~financing asactivities awas ~~whole oversees our compensation policies~~$1, ~~plans and programs~~212,370, ~~reviews~~from ~~and approves corporate performance goals and objectives relevant to~~ the ~~compensation~~sales of ~~our~~common ~~executive officers, if any, and administers our equity incentive and~~ stock ~~option~~to ~~plans~~GHS, net ifof ~~any~~issuance costs.

~~Each~~For ~~of our directors participates in~~ the ~~consideration~~year ofended ~~director~~December ~~nominees.~~31, ~~In addition to nominees recommended by directors~~2023, ~~our~~the ~~board will~~net ~~consider~~cash ~~nominees~~provided ~~recommended~~ by ~~shareholders~~financing ifactivities ~~submitted~~was ~~in writing to our secretary~~$878,263. ~~Our~~During ~~board~~the ~~believes~~year ~~that~~ended ~~any~~December ~~candidate~~31, ~~for director~~2023, we ~~whether~~received ~~recommended~~$1,828,263, bynet ~~shareholders~~of orissuance ~~by the board~~costs, ~~should~~from ~~be considered on~~ the ~~basis~~sales of ~~all~~common ~~factors~~stock ~~relevant~~ to ~~our~~GHS, ~~needs~~ and ~~the~~we ~~credentials~~made payments of ~~the~~$950,000 ~~candidate~~for atnotes ~~the time the candidate is proposed~~payable. ~~Such factors include relevant business and industry experience and demonstrated character and judgment.~~

~~Compliance~~Critical ~~with~~Accounting ~~Section~~Policies ~~16(a)~~and ~~of the Securities Exchange Act of 1934~~Estimates

~~Section~~The ~~16(a)~~Company’s ofconsolidated financial statements are prepared in accordance with GAAP in the ~~Securities~~United ~~Exchange~~States. ~~Act~~The preparation of ~~1934~~its consolidated financial statements and related disclosures requires ~~the~~it ~~Company’s~~to ~~directors~~make estimates and ~~executive~~judgments ~~officers,~~that ~~persons~~affect ~~who~~the ~~beneficially~~reported amounts of assets, ~~own~~liabilities, ~~more~~revenue, ~~than~~costs ~~10%~~and ofexpenses, aand ~~registered~~the ~~class~~disclosure of contingent assets and liabilities in the Company’s ~~equity~~financial ~~securities,~~statements. The ~~and~~Company ~~certain~~bases ~~other~~its ~~persons~~estimates toon ~~file~~historical ~~reports~~experience, ofknown ~~ownership~~ trends and ~~changes~~events inand ~~ownership~~various onother ~~Forms~~factors 3,that 4it ~~and~~believes 5are ~~with~~reasonable under the ~~SEC~~circumstances, ~~and~~the toresults ~~furnish~~of which form the ~~Company~~basis ~~with~~for ~~copies~~making ofjudgments about the ~~forms.~~carrying ~~The~~values ~~Company~~of ~~does~~assets ~~not believe~~and liabilities that ~~all~~are ofnot ~~its~~readily ~~directors,~~apparent ~~executive~~from ~~officers~~other ~~and~~sources. ~~greater~~The ~~than~~Company ~~10%~~evaluates ~~beneficial~~its ~~owners~~estimates ~~complied~~and ~~with~~assumptions ~~all~~on ~~such~~an ~~filing~~ongoing ~~requirements~~basis. Actual results ~~during~~may ~~2023~~differ from these estimates under different assumptions or conditions.

35Our 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.

~~EXECUTIVE~~OFF ~~COMPENSATION~~BALANCE ~~SUMMARY~~SHEET ~~COMPENSATION TABLE~~ARRANGEMENTS

~~The~~We ~~following~~have ~~table~~no ~~sets~~off-balance ~~forth~~sheet ~~information~~arrangements, ~~regarding~~including ~~compensation~~arrangements ~~earned~~that inwould oraffect ~~with~~our ~~respect~~liquidity, tocapital ~~our~~resources, ~~fiscal~~market ~~years~~risk ~~2023~~ support and ~~2022:~~credit risk support or other benefits.

(i) our principal executive officer or other individual serving in a similar capacity during the fiscal years 2023, and 2022; (ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at December 31, 2023, and 2022, whose compensation exceed $100,000; and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, 2023. Compensation information is shown for the fiscal years ended December 31, 2023, and 2022:35

Name and Principal Position	Year		Salary		Bonus		Stock Awards		Option Awards		All Other Compensation		Total
Brian P Conway (1)		2023	$	960,000	$	—	$	—	$	—	$	—	$	960,000
		2022	$	840,000	$	250,000	$	—	$	—	$	—	$	1,090,000

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~(1)~~Identification Onof ~~February~~directors ~~28,~~and ~~2020,~~executive Mrofficers. ~~Conway was appointed as the Company’s Chief Executive Officer.~~

~~2023~~The ~~OPTION~~names ~~GRANTS~~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.

There were no options to purchase shares of our Common Stock issued and outstanding as of December 31, 2023, or December 31, 2022.

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

~~OUTSTANDING~~Brian ~~EQUITY~~P. ~~AWARDS~~Conway, ATthe ~~2023~~Chief ~~FISCAL~~Executive ~~YEAR~~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-~~END~~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~~Family ~~were no outstanding equity awards for the years ended December 31, 2023, and 2022.~~Relationships

~~EXECUTIVE EMPLOYMENT AGREEMENTS~~None

OnInvolvement ~~July~~in ~~10,~~Certain ~~2020,~~Legal 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.Proceedings

~~Effective~~No ~~January 1~~director, ~~2021,~~executive ~~Mr. Conway’s compensation is $20~~officer,~~000~~ ~~per~~significant ~~month~~employee, ~~and~~or oncontrol ~~September~~person 1, 2021, Mr. Conway began receiving $10,000 per month from Ozop Capital. Effective January 1, 2022, the Company entered into a new employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway received a $250,000 contract renewal bonus and will receive an annual compensation of ~~$240,000 from~~ the Company ~~and~~ ~~will~~has ~~also~~been beinvolved ~~eligible~~in toany ~~receive~~legal ~~bonuses~~proceeding ~~and equity grants at the discretion of the BOD. The Company also agreed to compensate Mr.~~listed ~~Conway~~in ~~for~~Item ~~services~~401(f) ~~provided directly to any~~ of ~~the~~Regulation ~~Company’s~~S-K ~~subsidiaries. Ozop Capital increased Mr. Conway’s compensation to $20,000 per month~~ in ~~January~~the ~~2022~~past ~~and~~10 ~~OES and OED began compensating Mr~~years. ~~Conway $20,000 in April 2022.~~

~~Other~~Corporate than the foregoing, currently, we do not have any written employment agreement or other formal compensation agreements with our officers and directors. Compensation arrangements are the subject of ongoing development, and we will make appropriate additional disclosures as they are further developed and formalized.Governance

~~DIRECTOR~~Our ~~COMPENSATION~~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.

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

WeAs ~~have~~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 ~~compensated~~have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, ~~for~~we ~~their~~intend ~~service~~to onestablish an audit committee of our Board ~~from~~of Directors. It is our ~~inception~~intention ~~through~~that ~~fiscal~~one ~~2023~~or more of these independent directors will also qualify as an audit committee financial expert. ~~There~~Our securities are nonot ~~arrangements~~quoted ~~currently~~on an exchange that has requirements that a majority of our Board inmembers ~~place~~be ~~pursuant~~independent, and we are not currently otherwise subject to ~~which~~any ~~directors~~law, ~~will~~rule beor ~~compensated~~regulation inrequiring ~~the~~that ~~future~~all ~~for~~or any ~~services~~portion ~~provided~~of our asBoard aof ~~director~~Directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our Board.

36Code of Ethics

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

The following table shows the beneficial ownership of the Company’s shares as of July 8, 2024, (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 July 8, 2024, upon the exercise of stock options by employees or outside directors and shares of restricted stock.36

~~Unless~~Under ~~otherwise~~the ~~indicated,~~Code ~~each~~ of ~~the~~Ethics, ~~persons~~all ormembers ~~entities~~of ~~listed below exercises sole voting and dispositive power over~~ the ~~shares~~senior ~~that~~financial ~~each of~~management ~~them beneficially owns.~~shall:

~~For~~ ● Act honestly and ethically in the ~~beneficial~~performance ~~ownership~~of their duties at our company, ● Avoid actual or apparent conflicts of interest between personal and professional relationships, ● Provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submits to, the ~~stockholders~~SEC ~~owning~~and 5%in other public communications by our company, ● Comply with rules and regulations of federal, state and local governments and other private and public regulatory agencies that effect the conduct of our business and our financial reporting, ● Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or ~~more~~allowing the member’s independent judgment to be subordinated ● Respect the confidentiality of information in the ~~shares~~course of work, except when authorized or legally obtained to disclosure such information, ● Share knowledge and maintain skills relevant to carrying out the ~~Company~~member’s ~~relied~~duties onwithin ~~publicly~~our ~~available~~company, ~~filings~~● Proactively promote ethical behavior as a responsible partner among peers and ~~representations~~ colleagues in the work environment and community, ● Achieve responsible use of and control over all assets and resources of our company entrusted to the ~~stockholders~~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.

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		2,899,944,895		30.44	%
	Series C Preferred Stock		2,500		100.0	%
	Series D Preferred Stock		1,333		99.9	%

Director Independence

~~(1)~~None ~~Percentages~~of ~~are~~the ~~based~~members onof ~~6,628,031,093shares~~our Board of ~~the~~Directors ~~Company’s~~qualifies ~~common~~as ~~stock,~~an ~~2,500~~independent ~~shares~~director ofin ~~Series~~accordance Cwith ~~Preferred~~the ~~Stock~~published ~~and~~listing ~~1,334 shares~~requirements of the ~~Series~~NASDAQ DGlobal ~~Preferred~~Market. ~~stock~~The ~~issued~~NASDAQ ~~and~~independence ~~outstanding~~definition asincludes a series of ~~July~~objective 8tests, ~~2024.~~such ~~The~~as ~~voting~~that ~~rights associated with~~ the ~~Series~~director Cis ~~Preferred~~not, ~~Stock~~and inhas ~~the~~not ~~aggregate~~been ~~are~~for ~~equal~~at toleast ~~67%~~three ofyears, ~~the~~one ~~total~~of ~~vote.~~our ~~Series~~employees Cand ~~Preferred~~that ~~Stock~~neither ~~has~~the nodirector, ~~conversion~~nor ~~rights.~~any ~~Any~~of ~~holder~~his ~~may,~~family atmembers ~~any~~has engaged ~~time~~in ~~convert~~various ~~any~~types ~~number~~ of ~~shares~~business ofdealings ~~Series~~with Dus. ~~Convertible~~In ~~Preferred~~addition, ~~Stock~~our ~~held~~Board byhas ~~such~~not ~~holder~~made ~~into~~ a ~~number~~subjective ofdetermination ~~fully~~as ~~paid~~to ~~and~~each ~~nonassessable~~director that ~~shares~~no ofrelationships ~~common~~exist ~~stock~~which, ~~determined~~in ~~by multiplying~~ the ~~number~~opinion of ~~issued~~our ~~and~~Board, ~~outstanding~~would ~~shares~~interfere ofwith ~~common~~the ~~stock~~exercise of ~~the~~independent ~~Company~~judgment onin ~~the~~carrying ~~date~~out the responsibilities of ~~conversion~~a director, bythough ~~1.5~~such ~~and~~subjective ~~dividing~~determination ~~that~~is ~~number~~required by the ~~number~~NASDAQ ofrules. ~~authorized~~Had ~~shares~~our Board of ~~Series~~Directors made Dthese ~~Convertible~~determinations, ~~Preferred~~our ~~Stock~~Board ~~multiplied~~ would have reviewed and discussed information provided by the ~~number~~directors ofand ~~Series~~us Dwith ~~shares~~regard ~~being~~to ~~converted.~~each director’s ~~Series~~business Dand ~~Preferred~~personal ~~Stock~~activities ~~has~~and norelationships ~~voting~~as ~~rights~~they may relate to us and our management.

~~(2)~~In ~~Includes~~performing ~~1,333~~the ~~shares~~functions of ~~Series~~the Daudit ~~Preferred~~committee, ~~Stock~~our ~~convertible~~board ~~into~~oversees 2our accounting and financial reporting process. In this function,~~899~~ our board performs several functions. Our board,~~944~~ among other duties,~~895~~ ~~shares~~evaluates and assesses the qualifications of ~~common~~the ~~stock~~Company’s independent auditors; determines whether to retain or terminate the existing independent auditors; meets with the independent auditors and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews and approves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be included in our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company’s management and the independent auditors the results of the annual audit and the results of our quarterly financial statements.

~~Certain~~Our ~~Relationships~~board as a whole will consider executive officer compensation, and ~~Related~~our ~~Transactions~~entire board participates in the consideration of director compensation. Our board as a whole oversees our compensation policies, plans and programs, reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers, if any, and administers our equity incentive and stock option plans, if any.

~~For~~Each of our directors participates in the ~~years~~consideration ~~ended~~of ~~December~~director 31nominees. In addition to nominees recommended by directors, ~~2023~~our board will consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for director, ~~and~~whether ~~2022~~recommended by shareholders or by the board, should be considered on the ~~Company~~basis ~~recorded~~of ~~expenses~~all factors relevant to ~~its~~our ~~officers~~needs and inthe credentials of the ~~following~~candidate ~~amounts:~~at the time the candidate is proposed. Such factors include relevant business and industry experience and demonstrated character and judgment.

	Year ended December 31,
	2023		2022
CEO, parent	$	960,000	$	840,000
CEO, parent- bonus		-		250,000
Total	$	960,000	$	1,090,000

~~RELATED~~Compliance ~~PARTY~~with ~~TRANSACTIONS~~Section 16(a) of the Securities Exchange Act of 1934

~~N/A~~Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, persons who beneficially own more than 10% of a registered class of the Company’s equity securities, and certain other persons to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC, and to furnish the Company with copies of the forms. The Company does not believe that all of its directors, executive officers and greater than 10% beneficial owners complied with all such filing requirements during 2024.

~~Item~~EXECUTIVE ~~11A.~~COMPENSATION ~~MATERIAL~~SUMMARY ~~CHANGES~~COMPENSATION TABLE

~~There~~The ~~have~~following ~~been~~table nosets ~~material~~forth ~~changes~~information inregarding ~~the~~compensation ~~registrant’s~~earned ~~affairs~~in ~~since~~or ~~the~~with ~~end~~respect ofto ~~the~~our ~~latest~~ fiscal ~~year~~years ~~for~~2024 ~~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.~~2023:

~~Item 12.~~(i) ~~INCORPORATION~~our OFprincipal ~~CERTAIN~~executive ~~INFORMATION~~officer BYor ~~REFERENCE~~other individual serving in a similar capacity during the fiscal years 2024, and 2023; (ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at December 31, 2024, and 2023, whose compensation exceed $100,000; and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, 2024. Compensation information is shown for the fiscal years ended December 31, 2024, and 2023:

N/A

Name and Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards		All Other Compensation		Total
Brian P Conway ⁽¹⁾	2024	$	960,000	$	-	$	-	$	—	$	—	$	960,000
	2023	$	960,000	$	-	$	-	$	—	$	—	$	960,000

37(1) On February 28, 2020, Mr. Conway was appointed as the Company’s Chief Executive Officer.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

									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

~~Item~~2024 ~~13.~~OPTION ~~OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION~~GRANTS

~~The~~There ~~following~~were ~~table~~no isoptions ~~an itemization of all expenses, without consideration~~ to ~~future~~purchase ~~contingencies,~~shares ~~incurred~~of ~~or expected to be incurred by~~ our ~~Corporation~~Common inStock ~~connection~~issued ~~with the issuance~~ and ~~distribution~~outstanding as of ~~the~~December ~~common~~31, ~~shares~~2024, ~~being~~or ~~offered~~December by31, ~~this Prospectus~~2023. ~~Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering.~~

Item	Amount
SEC Registration Fee	$	201
Legal Fees and Expenses*	$	30,000
Accounting Fees and Expenses*	$	87,500
Miscellaneous*	$	-
Total*	$	117,701

OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

~~Item~~There ~~14.~~were ~~INDEMNIFICATION~~no OFoutstanding ~~OFFICERS~~equity ~~AND~~awards ~~DIRECTORS~~for the years ended December 31, 2024, and 2023.

Pursuant to Section 607.0850 of the Nevada Revised Statutes, we have the power to indemnify any person made a party to any lawsuit by reason of being a director or officer of the Registrant, or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Our Bylaws provide that the Registrant shall indemnify its directors and officers to the fullest extent permitted by Nevada law.38

~~With~~EXECUTIVE ~~regard~~EMPLOYMENT 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.AGREEMENTS

~~Item~~On 15July 10, 2020, pursuant to the PCTI transaction, the Company assumed an employment contract entered into on February 28, 2020, between the Company and Mr. ~~RECENT~~Conway ~~SALES~~(the OF“Employment ~~UNREGISTERED~~Agreement”). ~~SECURITIES~~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.

OnEffective ~~July~~January 1, ~~2021~~2022, the Company ~~issued~~entered 2into an employment agreement with Mr. Conway. Pursuant to the agreement,~~500~~ Mr. Conway received a $250,000 contract ~~shares~~renewal ~~pursuant~~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 anreceive ~~employment~~bonuses ~~agreement~~and equity grants at the discretion of the BOD. The ~~shares~~Company ~~were~~also ~~valued~~agreed atto $0compensate Mr.~~0745~~ ~~per~~Conway for ~~share~~services ~~(the market~~provided ~~price~~directly to any of the ~~common~~Company’s ~~stock~~subsidiaries. onCurrently, the ~~date~~subsidiaries of ~~the~~Ozop ~~issuance)~~Capital, OES and OED, each compensates Mr. Conway $20,000 per month.

OnOther ~~July~~than 1the foregoing, ~~2021~~currently, ~~the~~we ~~Company~~do ~~issued~~not ~~2,500,000~~have ~~shares~~any ~~pursuant~~written ~~to an~~ employment agreement. ~~The~~or ~~shares~~other ~~were~~formal ~~valued~~compensation atagreements $0with our officers and directors.~~0745~~ ~~per~~Compensation ~~share~~arrangements (are the ~~market~~ ~~price~~subject of ~~the~~ongoing ~~common~~development, ~~stock~~and onwe ~~the~~will ~~date~~make ofappropriate ~~the~~additional ~~issuance)~~disclosures as they are further developed and formalized.

OnDIRECTOR September 3, 2021, the Company issued 452,080 shares of common stock pursuant to a consulting agreement. The shares were valued at $0.0553 per share (the market price of the common stock on the date of the agreement).COMPENSATION

OnDirector ~~October~~Compensation ~~8, 2021, the Company issued 2,500,000 shares pursuant to an employment agreement. The shares were valued at $0.0445 per share (the market price of the common stock on the date of the issuance).~~Policies

OnWe ~~October~~have 8,not ~~2021,~~compensated ~~the~~our ~~Company~~directors ~~issued~~for ~~2,500,000~~their ~~shares~~service ~~pursuant~~on toour anBoard ~~employment~~from ~~agreement.~~our ~~The~~inception ~~shares~~through ~~were~~December ~~valued~~31, ~~at $0~~2024.~~0445~~ ~~per~~There ~~share~~are no arrangements ~~(the~~currently ~~market~~in ~~price~~place ofpursuant ~~the~~to ~~common~~which ~~stock~~directors onwill ~~the~~be ~~date~~compensated ofin the ~~issuance)~~future for any services provided as a director.

OnSECURITY ~~January~~OWNERSHIP ~~14,~~OF ~~2022,~~CERTAIN ~~the~~BENEFICIAL ~~Company~~OWNERS ~~issued~~AND ~~2,500,000 shares pursuant to an employment agreement. The shares were valued at $0.23 per share (the market price of the common stock on the date of the issuance).~~MANAGEMENT

OnThe ~~January~~following ~~14,~~table ~~2022,~~shows the beneficial ownership of the Company’s ~~issued~~shares 2as of April 15,~~500~~ 2025,~~000~~ ~~shares~~(unless ~~pursuant~~otherwise noted) by (i) each person known by the Company to anown ~~employment~~beneficially ~~agreement.~~more ~~The~~ than 5% of the outstanding shares, ~~were~~(ii) ~~valued~~each atdirector ~~$0.23~~and ~~per~~director ~~share~~nominee (of the Company, ~~market~~(iii) ~~price~~each executive officer of the ~~common~~Company ~~stock~~named onin the ~~date~~Summary ofCompensation Table (the ~~issuance~~“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.

~~The~~Unless ~~Company~~otherwise ~~issued~~indicated, ~~the~~each ~~foregoing securities in reliance on an exemption from registration provided by Section 4(a)(2)~~ of the ~~Securities~~persons ~~Act of 1933, as amended, and/~~or ~~Rule~~entities ~~506(b)~~listed ~~promulgated~~below ~~thereunder,~~exercises assole ~~there~~voting ~~was~~and nodispositive ~~general~~power ~~solicitation~~over to the ~~investors~~shares ~~and~~that ~~the transactions~~each ~~did~~of ~~not~~them ~~involve~~beneficially ~~a public offering~~owns.

38For the beneficial ownership of the stockholders owning 5% or more of the shares, the Company relied on publicly available filings and representations of the stockholders.

Table of Contents

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	%

	Page
Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023 (Unaudited)	F-2
Consolidated Statements of Operations for the three months ended March 31, 2024, and 2023 (Unaudited)	F-3
Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2024, and 2023 (Unaudited)	F-4
Consolidated Statements of Cash Flows for the three months ended March 31, 2024, and 2023 (Unaudited)	F-6
Notes to Consolidated Financial Statements (unaudited)	F-7

(1) Percentages are based on 8,450,615,922 shares of the Company’s common stock, 2,500 shares of Series C Preferred Stock and 1,334 shares of Series D Preferred stock issued and outstanding as of April 15, 2025. The voting rights associated with the Series C Preferred Stock in the aggregate are equal to 67% of the total vote. Series C Preferred Stock has no conversion rights. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock multiplied by the number of Series D shares being converted. Series D Preferred Stock has no voting rights.

F-(2) Includes 1,333 shares of Series D Preferred Stock convertible into 3,697,375,610 shares of common stock.

~~OZOP ENERGY SOLUTIONS, INC.~~39

~~CONSOLIDATED~~Certain ~~BALANCE~~Relationships ~~SHEETS~~and Related Transactions

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

	March 31, 2024			December 31, 2023
ASSETS
Current Assets
Cash	$	1,154,964		$	1,446,029
Prepaid expenses		80,043			75,103
Accounts receivable		125,569			168,770
Inventory		1,027,298			1,089,979
Vendor deposits
Total Current Assets		2,387,874			2,779,881
Operating lease right-of-use asset, net		337,036			372,451
Property and equipment, net		601,443			618,899
Other assets		13,408			13,408
TOTAL ASSETS	$	3,339,761		$	3,784,639
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accounts payable and accrued expenses	$	8,822,759		$	8,026,784
Convertible notes payable		25,000			25,000
Current portion of notes payable, net of discounts		19,156,250			18,837,500
Customer deposits
Derivative liabilities		754,073			1,216,078
Operating lease liability, current portion		151,800			147,993
Deferred liability		490,855			490,495
Liabilities of discontinued operations		1,034,811			1,038,384
Total Current Liabilities		30,435,548			29,782,234
Long Term Liabilities
Notes payable, net of discount		298,443			284,203
Operating lease liability, net of current portion		197,197			236,389
TOTAL LIABILITIES		30,931,188			30,302,826
COMMITMENTS AND CONTINGENCIES		-			-
Stockholders’ Deficit
Preferred stock (10,000,000 shares authorized, par value $0.001) Series C Preferred Stock (50,000 shares authorized and 2,500 shares issued and outstanding, par value $0.001)		3			3
Series D Preferred Stock (4,570 shares authorized and 1,334 shares issued and outstanding, par value $0.001)		1			1
Series E Preferred Stock (3,000 shares authorized, -0- issued and outstanding, par value $0.001)		-			-
Preferred stock, value		-			-
Common stock (6,990,000,000 shares authorized, par value $0.001; 5,821,817,128 and 5,481,513,400 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively)		5,821,817			5,481,513
Treasury stock, at cost, 47,500 shares of Series C Preferred Stock and 18,667 shares of Series D Preferred Stock		(11,249,934	)		(11,249,934	)
Common stock to be issued; 637,755 shares		638			638
Additional paid in capital		198,715,100			198,704,849
Accumulated deficit		(220,094,275	)		(218,670,480	)
Total Ozop Energy Solutions, Inc. stockholders’ deficit		(26,806,650	)		(25,733,410	)
Noncontrolling interest		(784,777	)		(784,777	)
TOTAL STOCKHOLDERS’ DEFICIT		(27,591,427	)		(26,518,187	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	3,339,761		$	3,784,639

RELATED PARTY TRANSACTIONS

~~The accompanying notes are an integral part of these consolidated financial statements.~~N/A

~~F-2~~Item 11A. MATERIAL CHANGES

~~OZOP~~There ~~ENERGY~~have ~~SOLUTIONS,~~been ~~INC~~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.

~~CONSOLIDATED~~Item ~~STATEMENTS~~12. INCORPORATION OF ~~OPERATIONS~~CERTAIN INFORMATION BY REFERENCE.

~~(Unaudited)~~N/A

	For the Three Months Ended March 31,
	2024			2023
Revenue	$	251,722		$	2,791,198
Cost of goods sold
Cost of revenue		115,445			2,394,700
Gross profit		136,277			396,498
Operating expenses:
General and administrative, related parties		240,000			240,000
Loss associated with early termination of vendor agreement
General and administrative, other		728,763			829,762
Total operating expenses		968,763			1,069,762
Loss from continuing operations		(832,486	)		(673,264	)
Other (income) expenses:
Interest expense		1,056,887			1,221,533
Loss (gain) on change in fair value of derivatives		(462,005	)		638,118
Total Other (Income) Expenses		594,882			1,859,651
Loss from continuing operations before income taxes		(1,427,368	)		(2,532,915	)
Income tax provision		-			-
Net loss from continuing operations		(1,427,368	)		(2,532,915	)
Discontinued Operations:
Loss on disposal of assets
Income (loss) from discontinued operations, net of tax
Income from discontinued operations		3,573			5,363
Net loss	$	(1,423,795	)	$	(2,527,552	)
Less: net loss attributable to noncontrolling interest
Net income (loss) attributable to Ozop Energy Solutions, Inc.
Loss from contuining operations per share of common stock basic and fully diluted	$	(0.00	)	$	(0.00	)
Income from discontinued operations per share of common stock basic and fully diluted	$	0.00		$	0.00
Loss per share basic and fully diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
Basic and diluted		5,670,128,359			4,834,943,957

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

~~The~~Item ~~accompanying~~13. ~~notes~~OTHER ~~are~~EXPENSES anOF ~~integral~~ISSUANCE ~~part~~AND ~~of these consolidated financial statements.~~DISTRIBUTION

~~F-3~~The 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.

OZOP ENERGY SOLUTIONS, INC.

Item	Amount

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

~~CONSOLIDATED~~Item ~~STATEMENT~~14. INDEMNIFICATION OF ~~STOCKHOLDERS’~~OFFICERS ~~DEFICIT~~AND DIRECTORS

~~FOR~~Pursuant ~~THE~~to ~~THREE~~Section ~~MONTHS~~607.0850 ~~ENDED~~of ~~MARCH~~the 31Nevada Revised Statutes, ~~2024~~we have the power to indemnify any person made a party to any lawsuit by reason of being a director or officer of the Registrant, or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Our Bylaws provide that the Registrant shall indemnify its directors and officers to the fullest extent permitted by Nevada law.

With 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 (~~Unaudited~~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.

	Common stock to be issued				Series C Preferred Stock				Series D Preferred Stock				Common Stock				Treasury			Additional Paid-in		Accumulated			Noncontrolling			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Stock			Capital		Deficit			Interest			(Deficit)
Balances January 1, 2024		637,755	$	638		2,500	$	3		1,334	$	1		5,481,513,400	$	5,481,513	$	(11,249,934	)	$	198,704,849	$	(218,670,480	)	$	(784,777	)	$	(26,518,187	)
Issuance of shares of common stock sold, net of issuance costs of $12,384		-		-		-		-		-		-		340,303,728		340,304		-			10,251		-			-			350,555
Issuance of shares of common stock sold, net of issuance costs		-		-		-		-		-		-		340,303,728		340,304		-			10,251		-			-			350,555
Net loss		-		-		-		-		-		-		-		-		-			-		(1,423,795	)		-			(1,423,795	)
Balances March 31, 2024		637,755	$	638		2,500	$	3		1,334	$	1		5,821,817,128	$	5,821,817	$	(11,249,934	)	$	198,715,100	$	(220,094,275	)	$	(784,777	)	$	(27,591,427	)

Item 15. RECENT SALES OF UNREGISTERED SECURITIES

~~The~~On ~~accompanying~~January ~~notes~~14, ~~are~~2022, the Company issued 2,500,000 shares pursuant to an ~~integral~~employment ~~part~~agreement. The shares were valued at $0.027 per share (the market price of ~~these~~the ~~consolidated~~common ~~financial~~stock ~~statements~~on the date of the issuance).

~~F-4~~On January 14, 2022, the Company issued 2,500,000 shares pursuant to an employment agreement. The shares were valued at $0.027 per share (the market price of the common stock on the date of the issuance).

~~OZOP~~The ~~ENERGY~~Company ~~SOLUTIONS~~issued the foregoing securities in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, ~~INC~~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.

~~CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT~~40

~~FOR~~OZOP ~~THE~~ENERGY ~~THREE MONTHS ENDED MARCH 31~~SOLUTIONS, ~~2023~~INC.

~~(Unaudited)~~COSOLIDATED FINANCIAL STATEMENTS

	Common stock to be issued				Series C Preferred Stock				Series D Preferred Stock				Common Stock				Treasury			Additional Paid-in		Accumulated			Noncontrolling			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Stock			Capital		Deficit			Interest			(Deficit)
Balances January 1, 2023		637,755	$	638		2,500	$	3		1,334	$	1		4,771,275,349	$	4,771,275	$	(11,249,934	)	$	197,586,824	$	(211,300,799	)	$	(784,777	)	$	(20,976,769	)
Balance		637,755	$	638		2,500	$	3		1,334	$	1		4,771,275,349	$	4,771,275	$	(11,249,934	)	$	197,586,824	$	(211,300,799	)	$	(784,777	)	$	(20,976,769	)
Issuance of shares of common stock sold, net of issuance costs of $19,110		-		-		-		-		-		-		107,756,783		107,757		-			418,636		-			-			526,393
Issuance of shares of common stock sold, net of issuance costs		-		-		-		-		-		-		107,756,783		107,757		-			418,636		-			-			526,393
Net income		-		-		-		-		-		-		-		-		-			-		(2,527,552	)		-			(2,527,552	)
Net income (loss)		-		-		-		-		-		-		-		-		-			-		(2,527,552	)		-			(2,527,552	)
Balances March 31, 2023		637,755	$	638		2,500	$	3		1,334	$	1		4,879,032,132	$	4,879,032	$	(11,249,934	)	$	198,005,460	$	(213,828,351	)	$	(784,777	)	$	(22,977,928	)
Balance		637,755	$	638		2,500	$	3		1,334	$	1		4,879,032,132	$	4,879,032	$	(11,249,934	)	$	198,005,460	$	(213,828,351	)	$	(784,777	)	$	(22,977,928	)

Table of Contents

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

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

Consolidated Balance Sheets as of December 31, 2024, and 2023	F-3

Consolidated Statements of Operations for the years ended December 31, 2024, and 2023	F-4

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2024, and 2023	F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2024, and 2023	F-7

Notes to Consolidated Financial Statements	F-8

F-51

~~OZOP ENERGY~~REPORT ~~SOLUTIONS,~~OF ~~INC.~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~CONSOLIDATED~~To ~~STATEMENTS~~the OFBoard ~~CASH~~of ~~FLOWS~~Directors and Stockholders of

~~(Unaudited)~~Ozop Energy Solutions, Inc.

	For the Three Months Ended March 31,
	2024			2023
Cash flows from operating activities:
Net loss from continuing operations	$	(1,427,368	)	$	(2,532,915	)
Net income from discontinued operations		3,573			5,363
Net loss		(1,423,795	)		(2,527,552	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Non-cash interest expense		332,990			500,568
Amortization and depreciation		52,870			55,912
Inventory write-down
Stock compensation expense
Termination costs of vendor agreements
Income on forfeited customer deposit
(Gain) loss on fair value change of derivatives		(462,005	)		638,118
Changes in operating assets and liabilities:
Accounts receivable		43,201			(36,270	)
Inventory		62,681			1,952,844
Prepaid expenses		(4,941	)		(9,915	)
Vendor deposits		-			(633,445	)
Accounts payable and accrued expenses		795,977			708,358
Deferred revenue		360			-
Operating lease liabilities		(35,385	)		(31,882	)
Customer deposits
Net cash provided by (used in) continuing operations		(638,047	)		616,736
Net cash used in discontinued operations		(3,573	)		(5,363	)
Net cash provided by (used in) operating activities		(641,620	)		611,373
Cash flows from investing activities:
Purchase of office and computer equipment		-			(2,162	)
Net cash used in investing activities		-			(2,162	)
Cash flows from financing activities:
Proceeds from sale of common stock, net of costs		350,555			526,393
Proceeds from issuances of notes payable
Payments of principal of notes payable		-			(550,000	)
Net cash provided by (used in) financing activities		350,555			(23,607	)
Net increase (decrease) in cash		(291,065	)		585,604
Cash, Beginning of period		1,446,029			1,369,210
Cash, End of period	$	1,154,964		$	1,954,814
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Opinion on the Consolidated Financial Statements

~~The~~We have audited the accompanying ~~notes~~consolidated ~~are~~balance ansheets ~~integral~~of ~~part~~Ozop Energy Solutions, Inc. (the “Company”) as of ~~these~~December 31, 2024, and 2023, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2024, and 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024, and 2023, in conformity with accounting principles generally accepted in the United States of America.

~~F-6~~Going Concern

~~OZOP~~The ~~ENERGY~~accompanying ~~SOLUTIONS~~financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the consolidated financial statements, ~~INC~~as of December 31, 2024, the Company had an accumulated deficit of $224,868,641 and a working capital deficit of $32,232,815. As of December 31, 2024, the Company was in default of $19,925,000 plus accrued interest on debt instruments due to non-payment upon maturity dates. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the accompanying consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Notes~~Basis tofor ~~Consolidated Financial Statements~~Opinion

~~March~~These ~~31,~~consolidated ~~2024~~financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~(Unaudited)~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~NOTE~~Our 1audits -included ~~ORGANIZATION~~performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Business~~Critical Audit Matter

~~Ozop~~Critical ~~Energy~~audit ~~Solutions,~~matters ~~Inc.~~are (matters arising from the” ~~Company,”~~current ~~“we,”~~period ~~“us”~~audit of the financial statements that were communicated or ~~“our”~~required to be communicated to the audit committee and that (1) ~~was~~relate ~~originally~~to ~~incorporated as~~accounts ~~Newmarkt~~or ~~Corp.~~disclosures onthat ~~July~~are 17material to the financial statements and (2) involved our especially challenging, ~~2015~~subjective, ~~under~~or ~~the~~complex ~~laws~~judgments. ofWe ~~the~~determined ~~State~~that ofthere ~~Nevada~~were no critical audit matters for the current period.

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~~Prager ~~“Merger~~Metis ~~Agreement”)~~CPAs 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.”LLC

OnWe ~~December~~have ~~11,~~served ~~2020,~~as the Company’s ~~formed~~auditor ~~Ozop~~since ~~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.~~2018

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

OnApril ~~October 29~~15, 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.2025

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.F-2

~~On May~~OZOP 5,ENERGY ~~2023~~SOLUTIONS, the Board of Directors of the Company approved to amend the Company’s Articles of Incorporation (the “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 sharesINC. ~~The Company filed the Amendment with the State of Nevada on June 23, 2023.~~

~~NOTE 2~~CONSOLIDATED –BALANCE ~~GOING CONCERN AND MANAGEMENT’S PLANS~~SHEETS

The 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, 2024, the Company had an accumulated deficit of $220,094,275 and a working capital deficit of $28,047,674 (including derivative liabilities of $754,073). As of March 31, 2024, the Company was in default of $3,315,000 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.

	2024			2023
	December 31,
	2024			2023
ASSETS
Current Assets
Cash	$	797,139		$	1,446,029
Prepaid expenses		64,851			75,103
Accounts receivable		80,003			168,770
Inventory		10,673			1,089,979
Total Current Assets		952,666			2,779,881

Operating lease right-of-use asset, net		226,692			372,451
Property and equipment, net		561,399			618,899
Other assets		13,408			13,408
TOTAL ASSETS	$	1,754,165		$	3,784,639

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accounts payable and accrued expenses	$	10,947,676		$	8,026,784
Related party liabilities		60,000			-
Convertible notes payable		25,000			25,000
Current portion of notes payable, net of discounts		20,241,164			18,837,500
Derivative liabilities		210,493			1,216,078
Operating lease liability, current portion		163,727			147,993
Deferred liability		502,610			490,495
Liabilities of discontinued operations		1,034,811			1,038,384
Total Current Liabilities		33,185,481			29,782,234

Long Term Liabilities
Notes payable, net of discount		-			284,203
Operating lease liability, net of current portion		72,662			236,389
TOTAL LIABILITIES		33,258,143			30,302,826

COMMITMENTS AND CONTINGENCIES		-			-

Stockholders’ Deficit
Preferred stock (10,000,000 shares authorized, par value $0.001)
Series C Preferred Stock (50,000 shares authorized and 2,500 shares issued and outstanding, par value $0.001)		3			3
Series D Preferred Stock (4,570 shares authorized and 1,334 shares issued and outstanding, par value $0.001)		1			1
Series E Preferred Stock (3,000 shares authorized, -0- shares issued and outstanding, par value $0.001)		-			-
Preferred Stock		-			-
Common stock (8,990,000,000 shares authorized, par value $0.001; 7,086,021,742 and 5,481,513,400 shares issued and outstanding as of December 31, 2024, and 2023, respectively)		7,086,021			5,481,513
Treasury stock, at cost, 47,500 shares of Series C Preferred Stock and 18,667 shares of Series D Preferred Stock		(11,249,934	)		(11,249,934	)
Common stock to be issued; 637,755 shares		638			638
Additional paid in capital		198,312,711			198,704,849
Accumulated deficit		(224,868,641	)		(218,670,480	)
Total Ozop Energy Solutions, Inc. stockholders’ deficit		(30,719,201	)		(25,733,410	)
Noncontrolling interest		(784,777	)		(784,777	)
TOTAL STOCKHOLDERS’ DEFICIT		(31,503,978	)		(26,518,187	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,754,165		$	3,784,639

~~F-7~~The accompanying notes are an integral part of these consolidated financial statements.

~~Management’s Plans~~F-3

~~As a~~OZOP ~~public~~ENERGY ~~company~~SOLUTIONS, ~~Management believes it will be able to access the public equities market for fund raising for product development, sales and marketing and inventory requirements as we expand our distribution in the U~~INC.~~S. market.~~

~~On May~~CONSOLIDATED 2,STATEMENTS ~~2023,~~OF the Company entered into an Equity Financing Agreement (the “Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS. Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $10,000,000 of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement on July 19, 2023, the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred fifty percent (250%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS. No put will be made in an amount equaling less than $10,000 or greater than $750,000. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares. During the year ended December 31, 2023, the Company sold to GHS 587,432,649 shares of common stock and received $1,230,043 net of offering costs. During the three months ended March 31, 2024, the Company sold to GHS 146,517,693 shares of common stock for proceeds of $172,117 net of offering costs.OPERATIONS

On January 26, 2024, the Company receive a Notice of Effectiveness for the sale of up to One Billion (1,000,000,000) shares of the Company’s common stock to GHS, pursuant to the May 2, 2023, Financing Agreement and Registration Rights Agreement. The terms and conditions are similar to the terms and conditions of the July 19, 2023, registration statement. During the quarter ended March 31, 2024, the Company sold to GHS 193,786,035 shares of common stock and received $178,438, net of offering costs. Subsequent to March 31, 2024, the Company has sold to GHS 298,285,992 shares of common stock for proceeds of $187,995, net of offering costs.

	2024			2023
	For the Year Ended December 31,
	2024			2023
Revenue	$	1,342,653		$	4,760,705
Cost of revenue		1,187,180			5,367,636
Gross profit (loss)		155,473			(606,931	)

Operating expenses:
General and administrative, related parties		960,000			960,000
Loss associated with early termination of vendor agreement		-			1,755,082
General and administrative, other		2,659,155			2,929,899
Total operating expenses		3,619,155			5,644,981

Loss from continuing operations		(3,463,682	)		(6,251,912	)

Other (income) expenses:
Interest expense		4,014,997			4,351,333
Gain on change in fair value of derivatives		(1,005,585	)		(3,212,113	)
Gain on litigation settlement		(271,360	)		-
Total Other (Income) Expenses		2,738,052			1,139,220

Loss from continuing operations before income taxes		(6,201,734	)		(7,391,132	)
Income tax provision		-			-
Net loss from continuing operations		(6,201,734	)		(7,391,132	)
Discontinued Operations:
Income from discontinued operations, net of tax		3,573			21,451
Net loss	$	(6,198,161	)	$	(7,369,681	)

Loss from contuining operations per share of common stock
basic and fully diluted	$	(0.00	)	$	(0.00	)
Income from discontinued operations per share of common stock
basic and fully diluted	$	0.00		$	0.00
Loss per share basic and fully diluted	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding basic and diluted		6,345,758,683			4,980,801,687

~~OES operates~~The inaccompanying ~~the~~notes ~~renewable,~~are ~~electric~~an ~~vehicle~~integral ~~(“EV”),~~part ~~energy~~of ~~storage and energy resiliency sectors. We are engaged in multiple~~these ~~business~~consolidated ~~lines~~financial ~~that include project development as well as equipment distribution~~statements.

~~Equipment Distributor: In April 2021, the Company signed a five~~F-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. OES currently is focused on solar panel sales to other distributors and large installation companies.4

~~Modular Energy~~OZOP ~~Distribution~~ENERGY ~~System: The Neo-GridTM System comprises of the design engineering~~SOLUTIONS, ~~installation, and operational methodologies as well as the financial arbitrage of how we produce, capture and distribute electrical energy for the EV markets~~INC. The Company has acquired the license rights to the Neo-GridTM System, a proprietary system (patent pending), for the capture and distribution of electrical energy for the EV market. The Neo-GridTM System will serve both the private auto and the commercial sectors. Our Neo-GridTM 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.

~~F-8~~CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

~~The Company~~FOR ~~has~~THE ~~developed~~YEAR aENDED ~~business~~DECEMBER plan for the Neo-GridTM System for the distribution of electrical energy providing a solution to the inevitable stress to the existing grid infrastructure. The Company has completed its’ research and development of the Neo-GridTM System as well as completed the first set of engineered technical drawings. This first stage of the engineered technical drawings allows us to move forward with stage two31, as well as to begin to construct the first prototype or proof of concept, (“PoC”). Our PoC design is partially reliant on auto manufacturers establishing standardizations of the actual charging/discharging protocols of the batteries such as on-board inverters as well as bi-directional capabilities in electric vehicles, which have only recently been established. 2024

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.

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Treasury Stock			Capital			Deficit			Interest			Equity (Deficit)
	Common stock to be issued				Series C Preferred Stock				Series D Preferred Stock				Common Stock				Treasury			Additional Paid-in			Accumulated			Noncontrolling			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Stock			Capital			Deficit			Interest			(Deficit)
Balances January 1, 2024		637,755	$	638		2,500	$	3		1,334	$	1		5,481,513,400	$	5,481,513	$	(11,249,934	)	$	198,704,849		$	(218,670,480	)	$	(784,777	)	$	(26,518,187	)

Issuance of shares of common stock sold, net of issuance costs of $43,569		-		-		-		-		-		-		1,604,508,342		1,604,508		-			(392,138	)		-			-			1,212,370

Net loss		-		-		-		-		-		-		-		-		-			-			(6,198,161	)		-			(6,198,161	)
Balances December 31, 2024		637,755	$	638		2,500	$	3		1,334	$	1		7,086,021,742	$	7,086,021	$	(11,249,934	)	$	198,312,711		$	(224,868,641	)	$	(784,777	)	$	(31,503,978	)

~~OED is~~The ~~developing~~accompanying anotes ~~product~~are ~~branded OZOP ARC. OZOP ARC is~~ an ~~advanced~~integral ~~lighting~~part 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~~these ~~and~~consolidated ~~Zigbee,~~financial ~~alongside the capability for seamless integration with IoT platforms, OZOP ARC offers a comprehensive solution for intricate lighting networks~~statements. This system is designed not just for control and efficiency, but also for adaptability to diverse architectural and electrical layouts, embodying a technical solution for advanced, energy-conscious lighting management.

~~NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~F-5

~~Basis of~~OZOP ~~Presentation~~ENERGY SOLUTIONS, INC.

~~The accompanying~~CONSOLIDATED ~~unaudited~~STATEMENT ~~consolidated~~OF financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the CompanySTOCKHOLDERS’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2024, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Current Report on Form 10-K filed on April 16, 2024.DEFICIT

~~The unaudited~~FOR ~~consolidated~~THE ~~financial~~YEAR ~~statements~~ENDED ~~include~~DECEMBER ~~the accounts of the Company and Ozop Energy Systems~~31, Inc. and the Company’s other wholly owned subsidiaries Ozop Capital Partners, Inc., Ozop Engineering and Design, Inc., Power Conversion Technologies, Inc. (“PCTI”), Ozop LLC, Ozop HK and Spinus, LLC (“Spinus”). All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“US GAAP”).2023

F-9

																													Total
	Common stock to be issued				Series C Preferred Stock				Series D Preferred Stock				Common Stock				Treasury				Additional Paid-in		Accumulated			Noncontrolling			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Stock				Capital		Deficit			Interest			(Deficit)
Balances January 1, 2023		637,755	$	638		2,500	$	3		1,334	$	1		4,771,275,349	$	4,771,275	$	(11,249,934	)		$	197,586,824	$	(211,300,799	)	$	(784,777	)	$	(20,976,769	)
Balance		637,755	$	638		2,500	$	3		1,334	$	1		4,771,275,349	$	4,771,275	$	(11,249,934	)		$	197,586,824	$	(211,300,799	)	$	(784,777	)	$	(20,976,769	)

Issuance of shares of common stock sold, net of issuance costs of $58,230		-		-		-		-		-		-		710,238,051		710,238		-				1,118,025		-			-			1,828,263
Issuance of shares of common stock sold, net of issuance costs		-		-		-		-		-		-		710,238,051		710,238		-				1,118,025		-			-			1,828,263
																				&

Year ended
December 31,

Gross margin (loss)