{"url_path":"/sec/ozsc/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 FORM 10-K SUMMARY**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1679817/0001493152-26-023179-index.html","accession_number":"0001493152-26-023179","cik":"0001679817","ticker":"OZSC","issuer_name":"OZOP ENERGY SOLUTIONS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1679817/0001493152-26-023179-index.html","primary_entity_key":"0001679817","primary_entity_name":"OZOP ENERGY SOLUTIONS, INC."},"word_count":20807,"has_tables":true,"body_markdown":"**ITEM\n16. FORM 10-K SUMMARY**\n\n \n\nNot\napplicable.\n\n \n\n27\n\n \n\n \n\n**Signatures**\n\n \n\nPursuant\nto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed\non its behalf by the undersigned, thereunto duly authorized.\n\n \n\n**Ozop\nEnergy Solutions, Inc.**\n \n\n \n \n\nBy:\n*/s/\nBrian P. Conway*\n \n\n \nBrian\nP. Conway\n \n\n \nChief\nExecutive Officer\n \n\n \n \n \n\nDate:\nMay\n14, 2026\n \n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the\nregistrant and in the capacities and on the dates indicated.\n\n \n\n**Signature**\n** **\n**Title**\n** **\n**Date**\n\n \n \n \n \n \n\n*/s/ Brian P. Conway*\n \nChairman and Chief Executive Officer (principal executive officer)\n \nMay 14, 2026\n\nBrian P. Conway\n \n \n \n \n\n \n\n28\n\n \n\n** **\n\n**OZOP\nENERGY SOLUTIONS, INC. **\n\n** **\n\n**COSOLIDATED\nFINANCIAL STATEMENTS **\n\n \n\n**Table\nof Contents**\n\n \n\n \n**Page**\n\n[Report of Independent Registered Public Accounting Firm](#a_027) (PCAOB ID # 273)\nF-2\n\n \n \n\n[Consolidated Balance Sheets as of December 31, 2025, and 2024](#a_028)\nF-3\n\n \n \n\n[Consolidated Statements of Operations for the years ended December 31, 2025, and 2024](#a_029)\nF-4\n\n \n \n\n[Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025, and 2024](#a_030)\nF-5\n\n \n \n\n[Consolidated Statements of Cash Flows for the years ended December 31, 2025, and 2024](#a_030)\nF-7\n\n \n \n\n[Notes to Consolidated Financial Statements](#a_031)\nF-8\n\n \n\nF-1\n\n \n\n** **\n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Board of Directors and Stockholders of\n\n \n\nOzop\nEnergy Solutions, Inc.\n\n \n\n**Opinion\non the Consolidated Financial Statements**\n\n \n\nWe\nhave audited the accompanying consolidated balance sheets of Ozop Energy Solutions, Inc. (the “Company”) as of December 31,\n2025, and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended\nDecember 31, 2025 and 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion,\nthe consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as\nof December 31, 2025, and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024,\nin conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Going\nConcern**\n\n** **\n\nThe\naccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note\n2 to the consolidated financial statements, as of December 31, 2025, the Company had an accumulated deficit of $233,581,184 and a working\ncapital deficit of $39,740,819. As of December 31, 2025, the Company was in default of $18,714,423 plus accrued interest on debt instruments\ndue to non-payment upon maturity dates or failure to comply with the loan’s contractual payment terms. These factors, among others,\nraise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these\nmatters are also described in Note 2 to the accompanying consolidated financial statements. The accompanying consolidated financial statements\ndo not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese\nconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion\non the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public\nCompany Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance\nwith the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nThe Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part\nof our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing\nan opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether\ndue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles\nused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\nWe believe that our audits provide a reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matter**\n\n \n\nCritical\naudit matters are matters arising from the current period audit of the financial statements that were communicated or required to be\ncommunicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and\n(2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters for\nthe current period.\n\n \n\n*/s/\nPrager Metis CPAs, LLC*\n\n* *\n\nWe\nhave served as the Company’s auditor since 2018\n\n \n\nHackensack,\nNew Jersey\n\nMay\n14, 2026\n\n \n\nF-2\n\n \n\n** **\n\n**OZOP\nENERGY SOLUTIONS, INC. **\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n** **\n\n  \nDecember\n31,  \nDecember\n31, \n\n  \n2025  \n2024 \n\nASSETS \n    \n   \n\nCurrent\nAssets \n    \n   \n\nCash \n$266,431  \n$797,139 \n\nPrepaid\nexpenses \n 32,058  \n 64,851 \n\nAccounts\nreceivable \n 21,579  \n 80,003 \n\nInventory \n 117,680  \n 10,673 \n\nTotal\nCurrent Assets \n 437,748  \n 952,666 \n\n  \n    \n   \n\nOperating\nlease right-of-use asset, net \n 161,677  \n 226,692 \n\nNote\nreceivable, related party \n 150,000  \n - \n\nProperty\nand equipment, net \n 10,709  \n 561,399 \n\nOther\nassets \n 13,408  \n 13,408 \n\nTOTAL\nASSETS \n$773,542  \n$1,754,165 \n\n  \n    \n   \n\nLIABILITIES\nAND STOCKHOLDERS’ DEFICIT \n    \n   \n\nLiabilities \n    \n   \n\nCurrent Liabilities \n    \n   \n\nAccounts payable and accrued expenses \n$12,854,975  \n$10,947,676 \n\nRelated party liabilities \n 281,600  \n 60,000 \n\nConvertible notes payable, net of discounts \n 2,748,505  \n 25,000 \n\nCurrent portion of notes payable, net of discounts \n 18,448,173  \n 20,241,164 \n\nDerivative liabilities \n 4,193,434  \n 210,493 \n\nOperating lease liability, current portion \n 84,644  \n 163,727 \n\nDeferred liability \n 532,425  \n 502,610 \n\nLiabilities of discontinued operations \n 1,034,811  \n 1,034,811 \n\nTotal Current Liabilities \n 40,178,567  \n 33,185,481 \n\n  \n    \n   \n\nLong Term Liabilities \n    \n   \n\nOperating lease liability, net of current portion \n 93,728  \n 72,662 \n\nTOTAL\nLIABILITIES \n 40,272,295  \n 33,258,143 \n\n  \n    \n   \n\nCOMMITMENTS\nAND CONTINGENCIES \n -   \n -  \n\n  \n    \n   \n\nStockholders’ Deficit \n    \n   \n\nPreferred stock (10,000,000 shares authorized, par value $0.001) \n    \n   \n\nSeries C Preferred Stock (50,000 shares authorized and 2,500 shares issued and outstanding, par value $0.001) \n 3  \n 3 \n\nSeries D Preferred Stock (4,570 shares authorized and 1,334 shares issued and outstanding, par value $0.001) \n 1  \n 1 \n\nSeries E Preferred Stock (3,000 shares authorized, -0- shares issued and outstanding, par value $0.001) \n -  \n - \n\nPreferred Stock value \n -  \n - \n\nCommon stock (25,990,000,000 shares\nauthorized, par value $0.001; 2,665,555 and 1,417,204 shares issued and outstanding as of December 31, 2025 and 2024, respectively)* \n 2,665  \n 1,417 \n\nTreasury\nstock, at cost, 47,500 shares of Series C Preferred Stock and 18,667 shares of Series D Preferred Stock \n (11,249,934) \n (11,249,934)\n\nCommon stock to be issued; 128 shares* \n -  \n - \n\nAdditional paid in capital * \n 206,114,473  \n 205,397,953 \n\nAccumulated deficit \n (233,581,184) \n (224,868,641)\n\nTotal Ozop Energy Solutions, Inc. stockholders’ deficit \n (38,713,976) \n (30,719,201)\n\nNoncontrolling interest \n (784,777) \n (784,777)\n\nTOTAL\nSTOCKHOLDERS’ DEFICIT \n (39,498,753) \n (31,503,978)\n\nTOTAL\nLIABILITIES AND STOCKHOLDERS’ DEFICIT \n$773,542  \n$1,754,165 \n\n \n\n*Retroactively\nrestated for five thousand-for-one share consolidation on January 21, 2026.\n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n** **\n\nF-3\n\n \n\n** **\n\n**OZOP\nENERGY SOLUTIONS, INC.**\n\n** CONSOLIDATED\nSTATEMENTS OF OPERATIONS**\n\n \n\n  \n2025  \n2024 \n\n  \nFor\nthe Year Ended December 31, \n\n  \n2025  \n2024 \n\nRevenue \n$307,421  \n$1,342,653 \n\nCost\nof revenue \n 220,765  \n 1,187,180 \n\nGross\nprofit \n 86,656  \n 155,473 \n\n  \n    \n   \n\nOperating\nexpenses: \n    \n   \n\nGeneral\nand administrative, related parties \n 960,000  \n 960,000 \n\nGeneral\nand administrative, other \n 2,098,483  \n 2,659,155 \n\nTotal\noperating expenses \n 3,058,483  \n 3,619,155 \n\n  \n    \n   \n\nLoss\nfrom continuing operations \n (2,971,827) \n (3,463,682)\n\n  \n    \n   \n\nOther\n(income) expenses: \n    \n   \n\nInterest expense \n 4,205,938  \n 4,014,997 \n\nLoss (gain) on change in fair value of derivatives \n 1,621,028  \n (1,005,585)\n\nGain on litigation settlement \n -  \n (271,360)\n\nGain on sale of building to a related party \n (86,250) \n - \n\nTotal\nOther Expenses \n 5,740,716  \n 2,738,052 \n\n  \n    \n   \n\nLoss\nfrom continuing operations before income taxes \n (8,712,543) \n (6,201,734)\n\nIncome\ntax provision \n -  \n - \n\nNet\nloss from continuing operations \n (8,712,543) \n (6,201,734)\n\nDiscontinued\nOperations: \n    \n   \n\nIncome from discontinued operations, net of tax \n -  \n 3,573 \n\nNet\nloss \n$(8,712,543) \n$(6,198,161)\n\n  \n    \n   \n\nLoss from continuing operations per\nshare of common stock basic and fully diluted* \n$(4.44) \n$(4.89)\n\nIncome from discontinued operations\nper share of common stock basic and fully diluted* \n$0.00  \n$0.00 \n\nLoss\nper share basic and fully diluted* \n$(4.44) \n$(4.88)\n\n  \n    \n   \n\nWeighted\naverage shares outstanding basic and diluted* \n 1,960,377  \n 1,269,152 \n\n \n\n*Retroactively restated\nfor five thousand-for-one share consolidation on January 21, 2026.\n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-4\n\n \n\n** **\n\n**OZOP\nENERGY SOLUTIONS, INC.**\n\n**CONSOLIDATED\nSTATEMENT OF STOCKHOLDERS’ DEFICIT**\n\n**FOR\nTHE YEAR ENDED DECEMBER 31, 2025**\n\n** **\n\n** **** **\n**Shares***** **** **\n**Amount***** **** **\n**Shares**** **** **\n**Amount**** **** **\n**Shares**** **** **\n**Amount**** **** **\nShares*** **** **\n**Amount***** **** **\n**Stock**** **** **\n**Capital***** **** **\n**Deficit**** **** **\nInterest** **** **\n**(Deficit)**** **\n\n** **** **\n**Common\nstock to be issued**** **** **\n**Series\nC Preferred Stock**** **** **\n**Series\nD Preferred Stock**** **** **\n**Common\nStock**** **** **\n**Treasury**** **** **\n\n**Additional**\n\n**Paid-in**\n** **** **\n**Accumulated**** **** **\n**Noncontrolling**** **** **\n\n**Total**\n\n**Stockholders’ Equity**\n** **\n\n** **** **\n**Shares***** **** **\n**Amount***** **** **\n**Shares**** **** **\n**Amount**** **** **\n**Shares**** **** **\n**Amount**** **** **\nShares*** **** **\n**Amount***** **** **\n**Stock**** **** **\n**Capital***** **** **\n**Deficit**** **** **\nInterest** **** **\n**(Deficit)**** **\n\nBalances\nJanuary 1, 2025 \n 128  \n$-  \n 2,500  \n$3  \n 1,334  \n$1  \n 1,417,204  \n$1,417  \n$(11,249,934) \n$205,397,953  \n$(224,868,641) \n$(784,777) \n$(31,503,978)\n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nIssuance\nof shares of common stock sold, net of issuance costs of $27,005 \n -  \n -  \n -  \n -  \n -  \n -  \n 496,163  \n 496  \n -  \n 391,672  \n -  \n -  \n 392,168 \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nIssuance\nof common stock for services \n -  \n -  \n -  \n -  \n -  \n -  \n 40,000  \n 40  \n -  \n 39,960  \n -  \n -  \n 40,000 \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nIssuance\nof common stock for accrued interest and fees \n -  \n -  \n -  \n -  \n -  \n -  \n 512,188  \n 512  \n -  \n 131,169  \n -  \n -  \n 131,681 \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nIssuance\nof common stock for conversion of convertible notes \n -  \n -  \n -  \n -  \n -  \n -  \n 200,000  \n 200  \n -  \n 153,719  \n -  \n -  \n 153,919 \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nNet\nloss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (8,712,543) \n -  \n (8,712,543)\n\nBalances\nDecember 31, 2025 \n 128  \n$-  \n 2,500  \n$3  \n 1,334  \n$1  \n 2,665,555  \n$2,665  \n$(11,249,934) \n$206,114,473  \n$(233,581,184) \n$(784,777) \n$(39,498,753)\n\n  \n\n*Retroactively restated\nfor five thousand-for-one share consolidation on January 21, 2026.\n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n** **\n\nF-5\n\n \n\n** **\n\n**OZOP\nENERGY SOLUTIONS, INC.**\n\n**CONSOLIDATED\nSTATEMENT OF STOCKHOLDERS’ DEFICIT**\n\n**FOR\nTHE YEAR ENDED DECEMBER 31, 2024**\n\n** **\n\n** **** **\n**Shares***** **** **\n**Amount***** **** **\n**Shares**** **** **\n**Amount**** **** **\n**Shares**** **** **\n**Amount**** **** **\nShares*** **** **\n**Amount***** **** **\n**Stock**** **** **\n**Capital***** **** **\n**Deficit**** **** **\nInterest** **** **\n**(Deficit)**** **\n\n** **** **\n**Common\nstock to be issued**** **** **\n**Series\nC Preferred Stock**** **** **\n**Series\nD Preferred Stock**** **** **\n**Common\nStock**** **** **\n**Treasury**** **** **\n\n**Additional**\n\n**Paid-in**\n** **** **\n**Accumulated**** **** **\n**Noncontrolling**** **** **\n\n**Total**\n\n**Stockholders’ Equity**\n** **\n\n** **** **\n**Shares***** **** **\n**Amount***** **** **\n**Shares**** **** **\n**Amount**** **** **\n**Shares**** **** **\n**Amount**** **** **\nShares*** **** **\n**Amount***** **** **\n**Stock**** **** **\n**Capital***** **** **\n**Deficit**** **** **\nInterest** **** **\n**(Deficit)**** **\n\nBalances\nJanuary 1, 2024 \n 128  \n$   -  \n 2,500  \n$3  \n 1,334  \n$1  \n 1,096,303  \n$1,096  \n$(11,249,934) \n$204,185,904  \n$(218,670,480) \n$(784,777) \n$(26,518,187)\n\nBalance \n 128  \n$   -  \n 2,500  \n$3  \n 1,334  \n$1  \n 1,096,303  \n$1,096  \n$(11,249,934) \n$204,185,904  \n$(218,670,480) \n$(784,777) \n$(26,518,187)\n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nIssuance\nof shares of common stock sold, net of issuance costs of $43,569 \n -  \n -  \n -  \n -  \n -  \n -  \n 320,901  \n 321  \n -  \n 1,212,049  \n -  \n -  \n 1,212,370 \n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nNet\nloss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (6,198,161) \n -  \n (6,198,161)\n\nBalances\nDecember 31, 2024 \n 128  \n$-  \n 2,500  \n$3  \n 1,334  \n$1  \n 1,417,204  \n$1,417  \n$(11,249,934) \n$205,397,953  \n$(224,868,641) \n$(784,777) \n$(31,503,978)\n\nBalance \n 128  \n$-  \n 2,500  \n$3  \n 1,334  \n$1  \n 1,417,204  \n$1,417  \n$(11,249,934) \n$205,397,953  \n$(224,868,641) \n$(784,777) \n$(31,503,978)\n\n** **\n\n*\nRetroactively restated for five thousand-for-one share consolidation\non January 21, 2026.\n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n** **\n\nF-6\n\n \n\n** **\n\n**OZOP\nENERGY SOLUTIONS, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n** **\n\n  \n2025  \n2024 \n\n  \nFor\nthe Year Ended December 31, \n\n  \n2025  \n2024 \n\nCash\nflows from operating activities: \n    \n   \n\nNet\nloss from continuing operations \n$(8,712,543) \n$(6,201,734)\n\nNet\nincome from discontinued operations \n -  \n 3,573 \n\nNet\nloss \n (8,712,543) \n (6,198,161)\n\nAdjustments\nto reconcile net loss to net cash used in operating activities \n    \n   \n\nNon-cash\ninterest expense \n 1,166,614  \n 1,119,461 \n\nAmortization\nand depreciation \n 208,553  \n 214,372 \n\nLoss\n(gain) on fair value change of derivatives \n 1,621,028  \n (1,005,585)\n\nInventory\nwrite down \n -  \n 134,025 \n\nGain\non sale of building to a related party \n (86,250) \n - \n\nStock\ncompensation expense \n 40,000  \n - \n\nChanges\nin operating assets and liabilities: \n    \n   \n\nAccounts\nreceivable \n 58,424  \n 88,767 \n\nInventory \n (107,007) \n 945,281 \n\nPrepaid\nexpenses \n 32,792  \n 10,251 \n\nAccounts\npayable and accrued expenses \n 3,395,713  \n 2,920,894 \n\nRelated\nparty liabilities \n 721,600  \n 60,000 \n\nDeferred\nrevenue \n 29,815  \n 12,115 \n\nOperating\nlease liabilities \n (161,125) \n (147,993)\n\nNet\ncash used in continuing operations \n (1,792,386) \n (1,846,573)\n\nNet\ncash used in discontinued operations \n -  \n (3,573)\n\nNet\ncash used in operating activities \n (1,792,386) \n (1,850,146)\n\n  \n    \n   \n\nCash\nflows from investing activities: \n    \n   \n\nPurchase\nof office and computer equipment \n (3,490) \n (11,114)\n\nLoan\nto a related party in exchange for a promissory note receivable \n (150,000) \n - \n\nProceeds\nfrom sale of building to a related party \n 100,000  \n - \n\nNet\ncash used in investing activities \n (53,490) \n (11,114)\n\n  \n    \n   \n\nCash\nflows from financing activities: \n    \n   \n\nProceeds\nfrom sale of common stock, net of costs \n 392,168  \n 1,212,370 \n\nProceeds\nfrom issuances of convertible notes payable, net \n 573,000  \n - \n\nProceeds\nfrom issuances of promissory notes payable, net \n 350,000  \n - \n\nNet\ncash provided by financing activities \n 1,315,168  \n 1,212,370 \n\n  \n    \n   \n\nNet\ndecrease in cash \n (530,708) \n (648,890)\n\n  \n    \n   \n\nCash,\nBeginning of year \n 797,139  \n 1,446,029 \n\n  \n    \n   \n\nCash,\nEnd of year \n$266,431  \n$797,139 \n\n  \n    \n   \n\nSupplemental\ndisclosure of cash flow information: \n    \n   \n\nCash\npaid for interest \n$-  \n$- \n\nCash\npaid for income taxes \n$-  \n$- \n\n  \n    \n   \n\nSchedule\nof non-cash Investing or Financing Activity: \n    \n   \n\nRight-of-use\nassets obtained in exchange for operating lease obligations \n$103,107  \n$- \n\nForgiveness\nof related party liabilities for sale of building to a related party \n$500,000  \n$- \n\nCommon\nstock issued for convertible note payable \n$153,919  \n$- \n\nCommon\nstock issued for accrued interest \n$131,681  \n$- \n\nConvertible\nnote in exchange for promissory note and accrued interest \n$3,558,229  \n$- \n\nDebt\ndiscount related to derivative liability \n$2,415,831  \n$- \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n** **\n\nF-7\n\n \n\n** **\n\n**NOTE\n1 - ORGANIZATION**\n\n \n\n**Business**\n\n \n\nOzop\nEnergy Solutions, Inc. (the” Company,” “we,” “us” or “our”) was originally incorporated\nas Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada.\n\n \n\nOn\nJuly 10, 2020, the Company entered into a Stock Purchase Agreement (the “SPA”) with Power Conversion Technologies, Inc.,\na Pennsylvania corporation (“PCTI”), and Catherine Chis (“Chis”), PCTI’s Chief Executive Officer (“CEO”)\nand its sole shareholder. Under the terms of the SPA, the Company acquired one thousand (1,000) shares of PCTI, which represents all\nof the outstanding shares of PCTI, from Chis in exchange for the issuance of 47,500 shares of the Company’s Series C Preferred\nStock, 18,667 shares of the Company’s Series D Preferred Stock, and 500 shares of the Company’s Series E Preferred Stock\nto Chis.\n\n \n\nOn\nOctober 29, 2020, the Company formed a new wholly owned subsidiary, Ozop Surgical Name Change Subsidiary, Inc., a Nevada corporation\n(“Merger Sub”). The Merger Sub was formed under the Nevada Revised Statutes for the sole purpose and effect of changing the\nCompany’s name to “Ozop Energy Solutions, Inc.” That same day the Company entered into an Agreement and Plan of Merger\n(the “Merger Agreement”) with the Merger Sub and filed Articles of Merger (the “Articles of Merger”) with the\nNevada Secretary of State, merging the Merger Sub into the Company, which were stamped effective as of November 3, 2020. As permitted\nby 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\nthe name of the Company from Ozop Surgical Corp to “Ozop Energy Solutions, Inc.”\n\n \n\nOn\nDecember 11, 2020, the Company formed Ozop Energy Systems, Inc. (“OES”), a Nevada corporation and a wholly owned subsidiary\nof the Company. OES was formed to be a manufacturer and distributor of renewable energy products.\n\n \n\nOn\nAugust 19, 2021, the Company formed Ozop Capital Partners, Inc. (“Ozop Capital”), a Delaware corporation and a wholly owned\nsubsidiary of the Company. Brian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop\nCapital.\n\n \n\nOn\nOctober 29, 2021, EV Insurance Company, Inc. (“EVCO”) was formed as a captive insurance company in the State of Delaware.\nEVCO is a wholly owned subsidiary of Ozop Capital. On January 7, 2022, EVCO filed with New Castle County, Delaware DBA OZOP Plus.\n\n \n\nOn\nFebruary 25, 2022, the Company formed Ozop Engineering and Design, Inc. (“OED”) a Nevada corporation, as a wholly owned subsidiary\nof the Company. OED was formed to become a premier engineering and lighting control design firm. OED offers product and design support\nfor lighting and solar projects with a focus on fast lead times and technical support. OED and our partners are able to offer the resources\nneeded for lighting, solar and electrical design projects. OED will provide customers systems to coordinate the understanding of electrical\nusage with the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs. We work\nwith architects, engineers, facility managers, electrical contractors and engineers.\n\n \n\nOn\nJune 11, 2024, the Company formed Automated Room Controls, Inc. (“ARC”) a Nevada corporation, as a wholly owned subsidiary\nof the Company. ARC was created to address a significant need in the lighting controls industry. ARC’s personnel has extensive\nexperience in lighting controls since 2012, bringing together IT specialists and lighting control experts. We believe that easy deployment\nand creative applications can transform lighting controls into essential tools for enhancing the utility and ambiance of any space. The\nCompany’s mission is to deliver cutting-edge technology that simplifies complex control needs, ensuring seamless integration and\nexceptional performance.\n\n \n\nF-8\n\n \n\n \n\n**Reverse\nStock Split**\n\n \n\nOn\nJanuary 16, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company with the Nevada Secretary\nof State to effect a reverse stock split at a 1-for-5,000 ratio. On January 21, 2026 (the “Effective Time”), every 5,000\nshares of issued and outstanding Common Stock automatically combined into one issued share of common stock, with no change in par value.\nNo fractional shares were issued as a result of the Reverse Stock Split. Instead of issuing fractional shares, the Company rounded shares\nup or down to the nearest whole number as determined by DTC at the participant level. The Reverse Stock Split did not modify any voting\nrights or other terms of the Common Stock. The Company’s Common Stock began trading on a reverse stock split-adjusted basis at\nthe open of the markets on February 21, 2026. As a result, the number of shares of Common Stock outstanding was reduced from 13,327,772,635\nshares to 2,665,555 shares, exclusive of 58,309 whole shares issued for rounding up fractional shares (which were issued in January 2026),\nand the number of authorized shares of Common Stock remains 25,990,000,000 shares.\n\n \n\nUnless\notherwise indicated, all issued and outstanding stock and per share amounts contained in the accompanying consolidated financial statements\nhave been adjusted to reflect the 1-for-5,000 Reverse Stock Split for all prior periods presented. Proportionate adjustments were made\nto the exercise prices and the number of shares underlying outstanding warrants and any convertible instruments, as applicable.\n\n \n\nThe\nimpacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance, less\nthe number of rounded whole shares issued for fractional shares. Therefore, prior period amounts are different than those previously\nreported. Certain amounts within the following tables may not foot due to rounding.\n\n \n\nThe\nfollowing table illustrates changes in equity, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse\nStock Split retroactively adjusted for the periods presented:\n\n SCHEDULE OF CHANGES OF EQUITY TO THE IMPACT OF REVERSE STOCK SPLIT\n\n  \n\n**As\nPreviously Reported**\n  \n\nImpact\nof Reverse Stock Split\n  \n\n**As\nRevised**\n \n\n  \nDecember\n31, 2024 \n\n  \n\n**As\nPreviously Reported**\n  \n\nImpact\nof Reverse Stock Split\n  \n\n**As\nRevised**\n \n\n  \n   \n   \n  \n\nCommon\nstock - shares \n 7,086,021,742  \n (7,084,604,538) \n 1,417,204 \n\nCommon\nstock - amount \n$7,086,021  \n$(7,084,604) \n$1,417 \n\nCommon\nstock to be issued - shares \n 637,755  \n (637,627) \n 128 \n\nCommon\nstock to be issued - amount \n$638  \n$(638) \n$- \n\nAdditional\npaid-in capital \n$198,312,711  \n$7,085,242  \n$205,397,953 \n\n \n\n  \n\nAs\nPreviously Reported\n  \n\nImpact\nof Reverse Stock Split\n  \nAs\nRevised \n\n  \nDecember\n31, 2023 \n\n  \n\nAs\nPreviously Reported\n  \n\nImpact\nof Reverse Stock Split\n  \nAs\nRevised \n\nCommon\nstock - shares \n 5,481,513,400  \n (5,480,417,097) \n 1,096,303 \n\nCommon\nstock - amount \n$5,481,513  \n$(5,480,417) \n$1,096 \n\nCommon\nstock to be issued - shares \n 637,755  \n (637,627) \n 128 \n\nCommon\nstock to be issued - amount \n$638  \n$(638) \n$- \n\nAdditional\npaid-in capital \n$198,704,849  \n$5,481,055  \n$204,185,904 \n\n \n\nF-9\n\n \n\n \n\nThe\nfollowing table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as\nadjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for periods presented:\n\n SCHEDULE OF CHANGE IN LOSS PER SHARE AND WEIGHTED AVERAGE SHARES\n\n  \n**As\nPreviously Reported**  \n\nImpact\nof Reverse Stock Split\n  \n**As\nRevised** \n\n  \nYear\nended December 31, 2024 \n\n  \n**As\nPreviously Reported**  \n\nImpact\nof Reverse Stock Split\n  \n**As\nRevised** \n\nLoss\nattributable to common shareholders \n$(6,198,161) \n$—  \n$(6,198,161)\n\nWeighted\naverage shares used to compute basic and diluted EPS \n 6,345,758,683  \n (6,344,489,531) \n 1,269,152 \n\nLoss\nfrom continuing operations per share - basic and diluted \n$(0.00) \n$(4.89) \n$(4.89)\n\nIncome\nfrom discontinued operations per share - basic and diluted \n$0.00  \n$-  \n$0.00 \n\nLoss\nper share - basic and diluted \n$(0.00) \n$(4.88) \n$(4.88)\n\n \n\nThe\nfollowing shares of common stock exercisable or issuable from outstanding stock warrants and convertible instruments were not included\nin the computation of diluted shares outstanding because the effect would be anti-dilutive:\n\n * *SCHEDULE OF COMMON STOCK EXERCISABLE OR ISSUABLE FROM OUTSTANDING STOCK WARRANTS\n\n  \n\n**As\nPreviously Reported**\n  \n\nImpact\nof Reverse Stock Split\n  \n\n**As\nRevised**\n \n\n  \nDecember\n31, 2024 \n\n  \n\n**As\nPreviously Reported**\n  \n\nImpact\nof Reverse Stock Split\n  \n\n**As\nRevised**\n \n\nUnexercised\ncommon stock purchase warrants \n 732,024,518  \n (731,878,113) \n 146,405 \n\nConvertible\npreferred stock \n 10,629,032,613  \n (10,626,906,806) \n 2,125,807 \n\nConvertible\nnotes payable \n 128,575,444  \n (128,549,729) \n 25,715 \n\nPromissory\nnotes payable \n 1,225,410,959  \n (1,225,165,877) \n 245,082 \n\n \n\n**NOTE\n2 – GOING CONCERN AND MANAGEMENT’S PLANS**\n\n \n\nThe accompanying consolidated\nfinancial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction\nof liabilities in the normal course of business. As of December 31, 2025, the Company had an accumulated deficit of $233,581,184\nand a working capital deficit of $39,740,819.\nAs of December 31, 2025, the Company was in default of $18,714,423\nplus accrued interest on debt instruments due to non-payment upon maturity dates or failure to comply with the loan’s contractual payment terms. These factors, among others, raise substantial\ndoubt about the ability of the Company to continue as a going concern for one year from the date of the issuance of these financial\nstatements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the\nrecoverability and classification of assets or the amounts and classification of liabilities that may result from the possible\ninability of the Company to continue as a going concern.\n\n \n\n**Management’s\nPlans**\n\n \n\nAs\na public company, Management believes it will be able to access the public equities market for fund raising for product development,\nsales and marketing and inventory requirements as we expand our distribution in the U.S. market. Subsequent to December 31, 2025, the\nCompany has received $290,000\nin new promissory notes, and 215,000\nin new convertible notes (See subsequent event footnote).\n\n \n\nF-10\n\n \n\n \n\nOn\nMay 2, 2023, the Company entered into an Equity Financing Agreement (the “Financing Agreement”) and Registration Rights Agreement\n(the “Registration Rights Agreement”) with GHS. Under the terms of the Financing Agreement, GHS has agreed to provide the\nCompany with up to $10,000,000 of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of\nthe registration statement on July 19, 2023, the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares\nof our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled\nto 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\nthe Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of\nthe outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase,\nand the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling\nmore than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of\nthe lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding\nthe 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\n$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\nstatement 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\n31, 2024, the Company sold to GHS 29,304 post reverse split (146,517,693 prior to the reverse split) shares of common stock for proceeds\nof $172,117 net of offering costs.\n\n \n\nOn\nJanuary 26, 2024, the Company receive a Notice of Effectiveness for the sale of up to 200,000 post reverse split (1,000,000,000 prior\nto the reverse split) shares of the Company’s common stock to GHS, pursuant to the May 2, 2023, Financing Agreement and Registration\nRights Agreement. The terms and conditions are similar to the terms and conditions of the July 19, 2023, registration statement. During\nthe year ended December 31, 2024, the Company sold to GHS 200,000 post reverse split (1,000,000,000 prior to the reverse split) shares\nof common stock and received $760,160, net of offering costs.\n\n \n\nOn\nJuly 30, 2024, the Company receive a Notice of Effectiveness for the sale of up to 400,000 post reverse split (2,000,000,000 prior to\nthe reverse split) shares of the Company’s common stock to GHS, pursuant to the May 2, 2023, Financing Agreement and Registration\nRights Agreement. The terms and conditions are similar to the terms and conditions of the July 19, 2023, registration statement. During\nthe year ended December 31, 2024, the Company sold to GHS 91,598 post reverse split (457,990,649 prior to the reverse split) shares of\ncommon stock and received $280,094, net of offering costs. During the year ended December 31, 2025, the Company sold to GHS 272,919 post\nreverse split (1,364,594,180 prior to the reverse split) shares of common stock respectively for proceeds of $295,965, net of offering\ncosts.\n\n \n\nOn\nApril 11, 2025, the Company entered into an Equity Financing Agreement (the “2025 Financing Agreement”) and Registration\nRights Agreement (the “2025 Registration Rights Agreement”) with GHS. Under the terms of the Financing Agreement, GHS has\nagreed to provide the Company with up to $10,000,000 (the “Commitment Amount”) of funding upon effectiveness of a registration\nstatement on Form S-1. Pursuant to the effectiveness of the registration statement the Company has the right to deliver puts to GHS and\nGHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum\namount that the Company shall be entitled to put to GHS in each put notice will not exceed three hundred percent (300%) of the average\nof the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as\nsuch amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the 2025 Financing Agreement, GHS and its affiliates\nwill not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in\nGHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share\nshall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the\nten (10) consecutive trading days preceding the date on which the applicable put iso GHS. No put will be made in an amount equaling less\nthan $10,000 or greater than $1,000,000. Puts may be delivered by the Company to GHS until the earlier of thirty-six (36) months after\nthe effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth\nof put shares. The Company also agreed to issue to the investor as an equity incentive shares (the “Commitment Shares”) equal\nto one quarter of one percent (0.25%) of the Commitment Amount, priced at a fixed price equaling ninety-five (95%) of the VWAP for the\ntrading day preceding the execution of Agreements. This equates to $25,000, and as of the filing date of this quarterly report the shares\nhave not been issued. On May 7, 2025, the Company receive a Notice of Effectiveness for the sale of up to 800,000 post reverse split\n(4,000,000,000 prior to the reverse split) shares of the Company’s common stock to GHS, pursuant to the April 11, 2025, Financing\nAgreement and Registration Rights Agreement. For the year ended December 31, 2025, the Company sold GHS 223,244 post reverse split (1,116,220,813\nprior to the reverse split) shares of common stock for proceeds of $96,203, net of offering costs. Subsequent to December 31, 2025, the\nCompany sold GHS 439,796 post reverse split shares of common stock for proceeds of $47,068 net of offering costs and $5,000 of note payables\npaid.\n\n \n\nOES\noperates in the renewable, electric vehicle (“EV”), energy storage and energy resiliency sectors. We are engaged in multiple\nbusiness lines that include project development as well as equipment distribution.\n\n \n\nF-11\n\n \n\n \n\n*Equipment\nDistributor:* In April 2021, the Company signed a 5five-year lease (beginning June 1, 2021) of approximately 8,100 SF in California,\nfor office and warehouse space to support the sales and distribution of our west coast operations. On February 22, 2023, with an effective\ndate of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the “Sublease”) with the landlord\nand a third party for the office and warehouse in Carlsbad California. Pursuant to the Sublease agreement, the third party will be responsible\nfor all of the Company’s lease obligations through May 31, 2026, the lease termination date.\n\n \n\n*Modular\nEnergy Distribution System:* The **NeoVolt™** System comprises the design engineering, installation, and operational\nmethodologies as well as the financial arbitrage of how we produce, capture and distribute electrical energy for the EV markets. Our\n**NeoVoltTM System**offers (1) charging locations that can be installed with reduced delays, restricted areas or load\nlimits and (2) EV charger electricity that is produced from renewable sources claiming little to no carbon footprint.\n\n \n\nThe\nCompany has developed a business plan for NeoVolt™, a scalable battery storage solution that aims to relieve the stress on existing\ngrid infrastructure by providing distributed energy storage. With the first stage of engineered technical drawings completed, we are\nadvancing to stage two and preparing to construct the initial prototype or proof of concept (PoC). NeoVolt™ is designed with advanced\nfeatures, including automatic adoption of connected devices and dynamic load balancing through a master-slave configuration. These capabilities\nenable NeoVolt™ to seamlessly integrate with and manage energy flows across multiple devices. Furthermore, the PoC is contingent\nupon recent advancements in EV charging and discharging standardizations, including on-board inverters and bi-directional capabilities,\nto ensure compatibility and efficiency in both residential and commercial applications.\n\n \n\nOED\nspecializes in lighting commissioning services. On September 27, 2024, OED signed an agreement with Leviton Manufacturing Co, Inc., to\nserve as a field service technician for their advanced lighting control systems.\n\n \n\nOzop\nPlus markets vehicle service contracts (“VSC’s”) for electric vehicles (EV’s) that offer consumers to be able\nto purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizing\nour partnerships and strengths in the energy market to offer unique and innovative services. Among EV owners’ concerns are the\nEV battery repair and replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear\non additional components that EV vehicles experience. Management believes that the Ozop Plus marketed VSC’s will give “peace\nof mind” to the EV buyer. On October 23, 2024, Ozop Capital Partners, Inc. entered into an agreement with Empire Auto Protect (“Empire”).\nUnder the agreement, Empire will white label Royal Administration’s Fully Charged VSC, to be marketed as Empire Plus. OZOP Plus\nwill be ceded the battery premium portion of all of the Empire Plus VSC’s contracted.\n\n \n\nARC\nhas developed products to be an advanced lighting controls system, intricately engineered to integrate sophisticated wired and wireless\ntechnologies. At its core, it employs a hybrid network topology that facilitates both resilient wired connections and flexible wireless\ncommunications, making it suitable for complex infrastructural environments. The system is equipped with an array of sensors and control\nnodes, enabling precise light management and energy usage monitoring. With support for protocols such as DALI and Zigbee, alongside the\ncapability for seamless integration with IoT platforms, ARC offers a comprehensive solution for intricate lighting networks. This system\nis designed not just for control and efficiency, but also for adaptability to diverse architectural and electrical layouts, embodying\na technical solution for advanced, energy-conscious lighting management.\n\n** **\n\n**NOTE\n3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**Basis\nof Presentation**\n\n \n\nThe\naccompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United\nStates of America (“US GAAP”). The consolidated financial statements include the accounts of the Company and the Company’s\nwholly owned subsidiaries Ozop Energy Systems, Inc. (“OES”), Ozop Capital Partners, Inc. (“Ozop Capital”), Ozop\nEngineering and Design, Inc. (“OED), Automated Room Controls, Inc. (“ARC”), Power Conversion Technologies, Inc. (“PCTI”),\nOzop LLC, Ozop HK and Spinus, LLC (“Spinus”). All intercompany accounts and transactions have been eliminated in consolidation.\n\n \n\nF-12\n\n \n\n** **\n\n**Use\nof Estimates**\n\n \n\nThe\npreparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires\nmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent\nassets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period.\nActual results could differ from those estimates.\n\n \n\n**Cash\nand Cash Equivalents**\n\n \n\nThe\nCompany considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments\nare carried at cost, which approximates fair value. Cash is maintained at a major financial institution. Accounts held at U.S. financial\ninstitutions are insured by the FDIC up to $250,000. The Company is exposed to credit risk in the event of default by the financial institutions\nor the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. Cash\nand cash equivalent balances may, at certain times, exceed federally insured limits. The Company has no cash equivalents at December\n31, 2025, and 2024. The amount in excess of the FDIC insurance as of December 31, 2025, and 2024, was approximately $-0-, and $223,000,\nrespectively. The Company has not experienced any losses on these accounts and management believes, based upon the quality of this major\nfinancial institution, that the credit risk with regard to these deposits is not significant.\n\n** **\n\n**Sales\nConcentration and credit risk**\n\n \n\nFollowing\nis a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the years ended December\n31, 2025, and 2024, and their accounts receivable balance as of December 31, 2025:\n\n  SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR\n\n  \n\n**Sales\n% Year Ended December 31, 2025**\n  \n\n**Sales\n% Year Ended December 31, 2024**\n  \n\n**Accounts\nreceivable balance December 31, 2025**\n \n\nCustomer\nA \n 59% \n -% \n$14,338 \n\nCustomer\nB \n 11% \n -% \n$- \n\nCustomer\nC \n -% \n 64% \n$- \n\nCustomer\nD \n -% \n 18% \n$- \n\n** **\n\n**Accounts\nReceivable**\n\n \n\nThe\nCompany records accounts receivable at the time products and services are delivered. An allowance for losses is established through a\nprovision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability\nis unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables,\nbased on evaluation of the collectability of the accounts and prior loss experience. As of December 31, 2025, two customers represented\n66%, and 28%, respectively of our outstanding accounts receivable. As of December 31, 2024, two customers represented approximately 60%\nand 22%, respectively of our outstanding accounts receivable.\n\n \n\n**Inventory**\n\n \n\nInventories\nare valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs consist\nof finished goods. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including\nknown trends, market conditions, currency exchange rates and other such issues. Based on market conditions during the year ended December\n31, 2024, related to solar panels including but not limited to reduced selling prices in the industry and the abundance of inventory\nsupply in the market, management determined that the net realizable value of certain of the Company’s inventory required a lower\nof cost or market adjustment of $134,025 to the historical cost of inventory purchases for the year ended December 31, 2024.\n\n \n\nF-13\n\n \n\n \n\nThere\nis no inventory markdown for the year ended December 31, 2025. Finished goods inventories as of December 31, 2025, and 2024 were $117,680\nand $10,673, respectively.\n\n \n\n**Purchase\nconcentration**\n\n \n\nARC\nbegan purchasing inventory during the year ended December 31, 2025, and purchased $204,451 of product, which accounts for all the inventory\npurchases for the year ended December 31, 2025. For the year ended December 31, 2025, two vendors represented 76%, and 17%, respectively.\nOES purchases finished renewable energy products from its’ suppliers. For the years ended December 31, 2025, and 2024, the Company\nmade no purchases.\n\n \n\n**Property,\nplant, and equipment**\n\n \n\nProperty\nand equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the\nassets.\n\n \n\nThe\nCompany reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying\namounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows:\n\nSCHEDULES\nOF ESTIMATED LIVES OF PROPERTY AND EQUIPMENT\n\nBuilding \n 10-25\nyears \n\nOffice\nfurniture and equipment \n 3-5\nyears \n\nWarehouse\nequipment \n 7\nyears \n\n \n\n**Revenue\nRecognition**\n\n \n\nThe\nCompany recognizes revenue in accordance with ASC 606, from the commercial sales of products or providing services by: (1) identify the\ncontract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price;\n(4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance\nobligation is satisfied. The Company has no outstanding contracts with any of its’ customers. The Company recognizes revenue when\ntitle, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and is based on\nthe applicable shipping terms for product sales or upon delivery of service to the customer for installation services. Any advance payments\nare recorded as current liability until revenue is recognized.\n\n \n\nFor\nproduct sales contracts with customers, ownership of the goods and associated revenue are transferred to customers at a point in time,\ngenerally upon shipment of a product to the customer or receipt of the product by the customer and without significant judgments. For\nthe periods covered herein, we did not have post shipment obligations such as training or installation, customer acceptance provisions,\ncredits and discounts, rebates and price protection, or other similar privileges.\n\n \n\nFor\ninstallation services contracts with customers, the Company invoices the customer upon completion of the job and recognizes revenue based\non the invoiced amount.\n\n \n\nThe\nfollowing table disaggregates our revenue by major source for the years ended December 31, 2025, and 2024:\n\nSCHEDULE OF DISAGGREGATION OF REVENUE\n\n  \n**2025**  \n**2024** \n\n  \n**Years\nended December 31,** \n\n  \n**2025**  \n**2024** \n\nSourced\nand distributed products \n$105,709  \n$1,042,022 \n\nOED\nInstallations \n 201,712  \n 300,631 \n\nTotal \n$307,421  \n$1,342,653 \n\n \n\nF-14\n\n \n\n \n\n**Advertising\nand Marketing Expenses**\n\n \n\nThe\nCompany expenses advertising and marketing costs as incurred. For the years ended December 31, 2025, and 2024, the Company recorded advertising\nand marketing expenses of $68,194 and $106,705, respectively. The Company includes trade show expenses in advertising and marketing.\n\n \n\n**Research\nand Development**\n\n \n\nCosts\nand expenses that can be clearly identified as research and development are charged to expense as incurred. For the years ended December\n31, 2025, and 2024, the Company recorded $46,832 and $183,897 of research and development expenses, respectively.\n\n \n\n**Convertible\nInstruments**\n\n \n\nThe\nCompany evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and\nHedging Activities.\n\n \n\nApplicable\nGAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative\nfinancial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and\nrisks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host\ncontract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at\nfair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same\nterms as the embedded derivative instrument would be considered a derivative instrument.\n\n \n\nThe\nCompany accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated\nfrom their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value\nof conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at\nthe commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements\nare amortized using the effective interest method.\n\n \n\nThe\nCompany accounts for the conversion of convertible debt when a conversion option has been bifurcated using the conversion method\nwith immediate expense of unamortized discount. Upon conversion, the remaining unamortized discount on the debt host (the conversion\nportion) is immediately recognized in earnings, and the carrying amounts of the debt host and the bifurcated conversion option\nliability (measured at fair value on the conversion date) is derecognized, and equity is recognized for the same amount, with no\nadditional gain or loss recognized in earnings upon conversion.\n\n \n\n**Discontinued\nOperations**\n\n \n\nIn\naccordance with ASC 205-20 *Presentation of Financial Statements: Discontinued Operations*, a disposal of a component of an entity\nor a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift\nthat has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meet the\ncriteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale or discontinued operations criteria the\nmajor current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and\nliabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations,\nless applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing\noperations.\n\n \n\nOn\nSeptember 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of a discontinued\noperation. Accordingly, the operating results of PCTI are reported as net income (loss) from discontinued operations in the accompanying\nconsolidated financial statements for the years ended December 31, 2025, and 2024. For additional information, see Note 13- Discontinued\nOperations.\n\n \n\nF-15\n\n \n\n \n\n**Distinguishing\nLiabilities from Equity**\n\n \n\nThe\nCompany relies on the guidance provided by ASC Topic 480, *Distinguishing Liabilities from Equity*, to classify certain redeemable\nand/or convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The\nCompany will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument,\nother than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of\nits equity shares.\n\n \n\nOnce\nthe Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial\ninstrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”).\nThe Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the\nCompany (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity.\n\n \n\nOur\nCEO and Chairman holds sufficient shares of the Company’s voting preferred stock that give sufficient voting rights under the articles\nof incorporation and bylaws of the Company such that the CEO and Chairman can at any time unilaterally vote to increase the number of\nauthorized shares of common stock of the Company, without the need to call a general meeting of common shareholders of the Company.\n\n \n\n*Initial\nMeasurement*\n\n \n\nThe\nCompany records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value,\nor cash received.\n\n \n\n*Subsequent\nMeasurement – Financial Instruments Classified as Liabilities*\n\n \n\nThe\nCompany records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes\nin the fair value of its financial instruments classified as liabilities are recorded as other income (expenses).\n\n \n\n**Fair\nValue of Financial Instruments**\n\n \n\nThe\nCompany measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair\nvalue measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the\ncase may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants\nwould use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework\nfor measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical\nlevel.\n\n \n\nThe\nfollowing are the hierarchical levels of inputs to measure fair value:\n\n \n\n \n●\nLevel\n1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.\n\n \n●\nLevel\n2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets\nor liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that\nare derived principally from or corroborated by observable market data by correlation or other means.\n\n \n●\nLevel\n3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value.\nThese assumptions are required to be consistent with market participant assumptions that are reasonably available.\n\n \n\nFrom\ntime to time, certain of the Company’s embedded conversion features on debt and outstanding warrants have been treated as derivative\nliabilities for accounting purposes under ASC 815 due to insufficient authorized shares to fully settle conversion features of the instruments\nif exercised. In this case, the Company utilized the latest inception date sequencing method to reclassify outstanding instruments as\nderivative instruments. These contracts were recognized at fair value with changes in fair value recognized in earnings until such time\nas the conditions giving rise to such derivative liability classification were settled.\n\n \n\nF-16\n\n \n\n \n\nThe\ncarrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts\npayable and accrued expenses and certain notes payable approximate their fair values because of the short maturity of these instruments.\n\n \n\nThe\nfollowing table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of December\n31, 2025, and 2024, for each fair value hierarchy level:\n\nSCHEDULE OF DERIVATIVE INSTRUMENTS\n\nDecember\n31, 2025 \n\nDerivative\nLiabilities\n  \nTotal \n\nLevel\nI \n$-  \n$- \n\nLevel\nII \n$-  \n$- \n\nLevel\nIII \n$4,193,434  \n$4,193,434 \n\n \n\nDecember\n31, 2024 \n\nDerivative\nLiabilities\n  \nTotal \n\nLevel\nI \n$-  \n$- \n\nLevel\nII \n$-  \n$- \n\nLevel\nIII \n$210,493  \n$210,493 \n\n \n\n**Leases**\n\n \n\nThe\nCompany accounts for leases under ASU 2016-02, applying the package of practical expedients to leases that commenced before the effective\ndate whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the\nlease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered\ninto on or after the effective date, at the inception of a contract the Company assess whether the contract is, or contains, a lease.\nOur assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right\nto substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct\nthe use of the asset. We allocate the consideration in the contract to each lease component based on its relative stand-alone price to\ndetermine the lease payments.\n\n \n\nOperating\nlease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based\non the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an\nimplicit rate, the Company used an incremental borrowing rate of 7.5%, for the existing lease, based on the information available at\nthe adoption date in determining the present value of future payments. Operating lease expense is recognized pursuant to on a straight-line\nbasis over the lease term and is included in rent in the consolidated statements of operations.\n\n \n\n**Income\nTaxes**\n\n** **\n\nIncome\ntaxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences\nattributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective\ntax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected\nto apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred\ntax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation\nallowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the\ndeferred tax assets will not be realized.\n\n \n\nTax\nbenefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on\nexamination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements\nfrom such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon\nultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax\nexpense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.\n\n \n\nF-17\n\n \n\n \n\n**Segment\nPolicy**\n\n \n\nThe\nCompany uses the “management approach” in determining reportable operating segments. The management approach considers the\ninternal organization and reporting used by the Company’s chief operating decision maker (“CODM”), who is our chief\nexecutive officer, for making operating decisions and assessing performance as the source for determining the Company’s reportable\nsegments. Management, including the chief operating decision maker, reviews operating results solely by monthly revenue and operating\nresults of the Company and, as such, the Company has determined that the Company has one operating segment (renewable energy) as defined\nby ASC Topic 280 “Segment Reporting”.\n\n \n\n**Earnings\n(Loss) Per Share**\n\n \n\nThe\nCompany reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share\nis computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted\nearnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock, common stock equivalents\nand other potentially dilutive securities outstanding during the period. As of December 31, 2025, and 2024, the Company’s dilutive\nsecurities are convertible into approximately 905,099,490 post reverse split (4,525,497,450,722 prior to the reverse split) and 2,543,009\npost reverse split (12,715,043,534 prior to the reverse split) shares of common stock, respectively. The following table represents the\nclasses of dilutive securities as of December 31, 2025, and 2024:\n\nSCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE\n\n  \n\nDecember\n31, 2025\n  \n\nDecember\n31, 2024\n \n\nConvertible\npreferred stock (1) \n 3,998,332  \n 2,125,807 \n\nUnexercised\ncommon stock purchase warrants (1) \n 1,271,405  \n 146,405 \n\nConvertible\nnotes payable (1) \n 740,050,588  \n 25,715 \n\nPromissory\nnotes payable (1) \n 159,779,165  \n 245,082 \n\n Total \n 905,099,490  \n 2,543,009 \n\n \n\n(1)\nThe\npotentially dilutive shares included in the above table are limited whereby the conversion or exercise cannot result in the beneficial\nowner holding more than 4.99% of the then outstanding shares of common stock subsequent to any conversion or exercise. These shares\nwere excluded from the diluted per share calculation because the effect of including these potential shares was anti-dilutive due\nto the Company’s net loss position.\n\n \n\n**Recent\nAccounting Pronouncements**\n\n \n\nFrom\ntime-to-time new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard\nsetting bodies that may have an impact on the Company’s accounting and reporting. Unless otherwise discussed, the Company believes\nthat other recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will\nnot have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations\nand cash flows when implemented.\n\n \n\n*Recently\nadopted accounting pronouncements*\n\n \n\nIncome\nTaxes\n\n \n\nIn\nDecember 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended\nto improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of\nincome (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state and foreign\njurisdictions, among others. ASU 2023-09 was effective for annual reporting periods beginning after December 15, 2024. We adopted this\nASU on a prospective basis effective January 1, 2025. The adoption of ASU 2023-09 did not have a significant impact on the Company’s\nconsolidated financial statements and related disclosures. Refer to Note 14, *Income Taxes* for the inclusion of new disclosures\nrequired.\n\n \n\nF-18\n\n \n\n \n\nSegment\nReporting\n\n \n\nIn\nNovember 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280).\nThis ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that\nare regularly provided to the CODM and included within each reported measure of a segment’s profit or loss. This ASU also requires\ndisclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures\nof a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for\nannual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted\nthis ASU retrospectively on December 31, 2024. The adoption of ASU 2023-07 did not have a significant impact on the Company’s consolidated\nfinancial statements and related disclosures.\n\n \n\n*Recently\nissued accounting pronouncements not yet adopted*\n\n \n\nDisaggregation\nof Income Statement Expenses\n\n \n\nIn\nNovember 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation\nDisclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disaggregated disclosure of income\nstatement expenses for public business entities. ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating\ninformation about prescribed categories underlying any relevant income statement expense caption. The prescribed categories include,\namong other things, purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Additionally, entities\nmust disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.\nASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within fiscal\nyears beginning after December 15, 2027. The guidance can be applied prospectively with an option for retrospective application. Early\nadoption is also permitted. We are currently evaluating the provisions of this ASU.\n\n \n\nFinancial\nInstruments – Measurement of Credit Losses for Accounts Receivable and Contract Assets\n\n \n\nIn\nJuly 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts\nReceivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions\nat the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts\nreceivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods\nwithin those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption\nis permitted. The Company is currently evaluating the impact that ASU 2025-05 will have on the consolidated financial statements.\n\n \n\n**NOTE\n4 – PROPERTY AND EQUIPMENT**\n\n \n\nThe\nfollowing table summarizes the Company’s property and equipment:\n\nSCHEDULE OF PROPERTY AND EQUIPMENT\n\n  \n\nDecember\n31, 2025\n  \n\nDecember\n31, 2024\n \n\nOffice\nequipment \n$239,336  \n$235,846 \n\nBuilding\nand building improvements \n -  \n 600,000 \n\nLess:\nAccumulated depreciation \n (228,627) \n (274,447)\n\nProperty\nand Equipment, Net \n$10,709  \n$561,399 \n\n \n\nDuring\nthe year ended December 31, 2025, the Company sold its building to an entity controlled by the Company’s CEO. The sale price was\n$600,000 and the Company received $100,000 in cash and the buyer forgave $500,000 of related party accrued and unpaid management fees\nowed to the CEO (see Note 8). The Company recorded a gain on the sale of the building to a related party of $86,250, which is included\nin the Statement of Operations for the year ended December 31, 2025. After the building was sold to the related party, the Company leased\nback the building from the same related party in September 2025 for a three-year lease with a monthly lease payment of $5,000 beginning\non September 1, 2026, which was accounted for as a sale and leaseback transaction (see Note 12).\n\n \n\nDepreciation\nexpense was $40,430 and $68,613 for the years ended December 31, 2025, and 2024, respectively.\n\n \n\nF-19\n\n \n\n \n\n**NOTE\n5 - CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES**\n\n \n\nConvertible\nPromissory Notes are categorized as equity or debt based on the terms of the notes and the guidance in ASC 480, Distinguishing Liabilities\nfrom Equity, and ASC 815, Derivatives and Hedging.\n\n \n\nConvertible\nnotes that meet the criteria for equity classification (e.g., conversion into a fixed number of shares with no obligation to deliver\ncash) are recorded in equity at issuance. Instruments classified as equity are not subsequently remeasured, and no interest expense is\nrecognized.\n\n \n\nConvertible\nnotes that include a contractual obligation to deliver cash or other financial assets, or that do not meet the criteria for equity classification,\nare recorded as debt. These notes are initially recognized at the proceeds received, net of discounts and issuance costs in accordance\nwith ASC 480-10-55-44 on the consolidated balance sheets, and subsequently measured at amortized cost using the effective interest method.\nInterest expense is recognized in the statement of operations.\n\n \n\nIf\nthe instrument contains embedded conversion features or other terms that require bifurcation under ASC 815, these features are separated\nfrom the host contract and recorded as derivative liabilities at fair value. Derivative liabilities are remeasured at fair value at each\nreporting date, with changes in fair value recognized in the consolidated statements of operations.\n\n \n\nThe\nCompany accounts for derivative financial instruments in accordance with Accounting Standards Codification (ASC) 815, Derivatives and\nHedging. Under this guidance, the Company evaluates whether an embedded feature within a financial instrument is required to be accounted\nfor separately as a derivative.\n\n \n\nEmbedded\nderivatives that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that are not\neligible for the scope exceptions under ASC 815, are bifurcated from the host instrument and accounted for as separate derivative financial\ninstruments. These derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value, with\nchanges in fair value recognized in the consolidated statements of operations in the period in which they occur.\n\n \n\nWhen\nthe Company issues convertible debt instruments that contain embedded conversion features with variable settlement terms or other features\nthat result in a potential issuance of a variable number of shares, the embedded conversion feature is assessed under ASC 815 -15-25\nand ASC 815-10-15-83. If the conversion feature requires bifurcation, it is separated from the debt host and accounted for as a derivative\nliability.\n\n \n\nOn\nJuly 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due 15% convertible note issued by the Company on September\n13, 2017. As of December 31, 2025, and 2024, the outstanding principal balance of this note was $25,000.\n\n \n\nF-20\n\n \n\n \n\nOn\nMay 28, 2025 (the “Issue Date”), the Company entered into a 12%, $200,000 face value promissory note (the “May 2025\nNote”), with a third-party (the “Holder”) due May 28, 2026 (the “Maturity Date”). The Holder shall have\nthe right from time to time, and at any time following, convert all or any part of the outstanding and unpaid principal, interest and\nany other amounts due into fully paid and non-assessable shares of common stock of the Company. The per share conversion price into which\nPrincipal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder\nas further described in this Note (the “Conversion Price”) shall equal the Market Price (as defined in the Note), subject\nto adjustment as provided in this Note. “Market Price” shall mean 70% of the lowest Trading Price (as defined below) for\nthe Common Stock during the five (5) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading\nPrice” means, for any security as of any date, the volume weighted average price on the Principal Market as reported by a reliable\nreporting service (“Reporting Service”) designated by the Holder (i.e. Quotestream or Bloomberg). The Company received proceeds\nof $191,000 on June 3, 2025, and the Company reimbursed the investor for expenses for legal fees and due diligence of $9,000. Pursuant\nto ASC 815, the Company determined that the conversion feature is embedded in the debt host and accounted for the conversion feature\nas a derivative liability with an initial fair value of $179,173 by the Monte Carlo simulation valuation method (with assumptions of\nvolatility of 236.61% and risk free rate of 4.16%). In conjunction with this Note, the Company issued 2 common stock purchase warrants;\neach warrant entitles the Holder to purchase 200,000 post reverse split (1,000,000,000 prior to the reverse split) shares of common stock\nat an exercise price of $1.00 post reverse split ($0.0002 prior to the reverse split) per share, subject to adjustments and expires on\nthe five-year anniversary of the Issue Date. At issuance, the Company had insufficient authorized shares available to settle these outstanding\nwarrants, these warrants are classified and recorded as a derivative liability. The warrants were valued at $969,039 at issuance, by\nthe Monte Carlo simulation valuation method (with assumptions of volatility of 187.76% and risk free rate of 4.05%). The derivative liabilities\nfrom the embedded conversion feature and liability-classified warrants resulted in a debt discount of $191,000, and a derivative expense\nof $957,212 at issuance. For the year ended December 31, 2025, amortization of the debt discount (including debt issuance costs) of $32,526\nbased on the effective interest method was charged to interest expense. As of December 31, 2025, the outstanding principal balance of\nthe convertible note was $200,000, with a carrying value of $32,526, net of unamortized discounts of $167,474 as of December 31, 2025.\nThe derivative liability will be remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated\nstatements of operations. As of November 28, 2025, the Company was in default of this note due to violation of the “Amortization Payments” term as specified in the note agreement, which requires\nthe Company to make monthly repayment instalment of $37,300 over a six-month period starting from November 28, 2025, and repay all remaining outstanding amounts under this note on May\n28, 2026, the Maturity Date.\n\n \n\nOn\nJuly 15, 2025 (the “Issue Date”), the Company entered into a 12%, $200,000 face value promissory note (the “July 2025\nNote”) with a third-party (the “Holder”) due July 14, 2026 (the “Maturity Date”). The July 2025 Note is\nwith the same lender and the same terms as the May 2025 Note. The Company received proceeds of $191,000 on July 15, 2025, and the Company\nreimbursed the investor for expenses for legal fees and due diligence of $9,000. Pursuant to ASC 815, the Company determined that the\nconversion feature is embedded in the debt host and accounted for the conversion feature as a derivative liability with an initial fair\nvalue of $187,309 by the Monte Carlo simulation valuation method (with assumptions of volatility of 257.88% and risk free rate of 4.11%).\nIn conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 200,000\npost reverse split (1,000,000,000 prior to the reverse split) shares of common stock at an exercise price of $1.00 post reverse split\n($0.0002 prior to the reverse split) per share, subject to adjustments and expires on the five-year anniversary of the Issue Date. At\nissuance, the Company had insufficient authorized shares available to settle these outstanding warrants, these warrants are classified\nand recorded as a derivative liability. The warrants were valued at $836,069 at issuance, by the Monte Carlo simulation valuation method\n(with assumptions of volatility of 185.97% and risk free rate of 4.05%). The derivative liabilities from the embedded conversion feature\nand liability-classified warrants resulted in a debt discount of $191,000, and a derivative expense of $832,378 at issuance. For the\nyear ended December 31, 2025, amortization of the debt discount (including debt issuance costs) of $35,814 based on the effective interest\nmethod was charged to interest expense. As of December 31, 2025, the outstanding principal balance of the convertible note was $200,000,\nwith a carrying value of $35,814, net of unamortized discounts of $164,186 as of December 31, 2025. The derivative liability will be\nremeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.\nAs of November 28, 2025, the Company was in default of this note due to the cross default provisions in this note in connection with the default of\nthe May 28, 2025 note.\n\n \n\nOn\nSeptember 24, 2025 (the “Issue Date”), the Company entered into a 12%, $200,000 face value promissory note (the “September\n2025 Note”) with a third-party (the “Holder”) due September 23, 2026 (the “Maturity Date”). The September\n2025 Note is with the same lender and the same terms as the May 2025 Note. The Company received proceeds of $191,000 on September 24,\n2025, and the Company reimbursed the investor for expenses for legal fees and due diligence of $9,000. Pursuant to ASC 815, the Company\ndetermined that the conversion feature is embedded in the debt host and accounted for the conversion feature as a derivative liability\nwith an initial fair value of $176,598 by the Monte Carlo simulation valuation method (with assumptions of volatility of 212.92% and\nrisk free rate of 3.63%). In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the\nHolder to purchase 200,000 post reverse split (1,000,000,000 prior to the reverse split) shares of common stock at an exercise price\nof $1.00 post reverse split ($0.0002 prior to the reverse split) per share, subject to adjustments and expires on the five-year anniversary\nof the Issue Date. At issuance, the Company had insufficient authorized shares available to settle these outstanding warrants, these\nwarrants are classified and recorded as a derivative liability. The warrants were valued at $332,395 at issuance, by the Monte Carlo\nsimulation valuation method (with assumptions of volatility of 259.75% and risk free rate of 3.70%). The derivative liabilities from\nthe embedded conversion feature and liability-classified warrants resulted in a debt discount of $191,000, and a derivative expense of\n$317,993 at issuance. For the year ended December 31, 2025, amortization of the debt discount (including debt issuance costs) of $11,574\nbased on the effective interest method was charged to interest expense. As of December 31, 2025, the outstanding principal balance of\nthe convertible note was $200,000, with a carrying value of $11,574, net of unamortized discounts of $188,426 as of December 31, 2025.\nThe derivative liability will be remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated\nstatements of operations. As of November 28, 2025, the Company was in default of this note due to the cross default provisions in this\nnote in connection with the default of the May 28, 2025 note.\n\n \n\nF-21\n\n \n\n \n\nOn July 31, 2025, the Company\nentered into an Exchange Agreement, whereby, the Company agreed that the holder may exchange any part or all of the outstanding\nprincipal and interest (the Exchange Amount) of the promissory note entered into on February 9, 2021 (see Note 7) at any time and\nfrom time to time into the number of common shares equal to the Exchange Amount divided by the lowest trading price from the\nprevious ten (10) trading days, and to extend the maturity date of the note to March 31, 2026. The Company determined the Exchange\nAgreement represented a substantial modification to the existing debt. Accordingly, the Company extinguished the promissory note\ndated February 9, 2021, as well as the accrued interest as of July 31, 2025, and recorded two convertible notes, one for the\nprincipal amount of $2,200,000\nwith an annual interest rate of 15%\nand one for the accrued interest of $1,358,229\nwith no additional interest in the future. The embedded conversion features for these convertible notes were accounted for as\nderivatives, which were valued at an initial amount of $1,842,831\non July 31, 2025 by the Monte Carlo simulation valuation method (with assumptions of volatility of 321%\nand risk free rate of 4.24%),\nand were recorded as debt discount that will be amortized based on the effective interest rate through the new maturity date of the\nnote of March 31, 2026. For the year ended December 31, 2025, amortization of the debt discount of $980,262 based on the effective\ninterest method was charged to interest expense. During the year ended December 31, 2025, the holder converted principal of $100,000\nof the note into 200,000\npost reverse split (1,000,000,000\nprior to the reverse split) shares of common stock at a conversion price of $0.50\npost reverse split ($0.0001\nprior to the reverse split). The Company reduced derivative liabilities by $53,919\nfor the conversions and amortized as interest expense $47,932\nin reducing the debt discount. As of December 31, 2025, the outstanding principal balance of the two convertible notes was $3,458,229,\nwith a carrying value of $2,643,592,\nnet of unamortized discount of $814,637\nas of December 31, 2025.\n\n \n\nThe\nfollowing table summarizes the Company’s convertible notes payable:\n\nSCHEDULE OF CONVERTIBLE NOTES PAYABLE\n\n  \n\nYear\nended\nDecember 31, 2025\n  \n\nYear\nended\nDecember 31, 2024\n \n\nBeginning\nbalance \n$25,000  \n$25,000 \n\nNew\nconvertible note issuances \n 600,000  \n - \n\nConvertible\nnotes issued in exchange for promissory note and accrued interest as a result of loan modification (see Note 6) \n 3,558,229  \n - \n\nLess:\nconversion \n (100,000) \n - \n\nLess:\nunamortized discounts \n (1,334,724) \n - \n\nEnding\nbalance, net of discounts \n$2,748,505  \n$25,000 \n\n \n\nThe\nCompany valued the derivative liabilities at December 31, 2025, and 2024, at $4,193,434 and $210,493 respectively.\n\n \n\n(1)For\nthe derivative liabilities associated with the embedded conversion feature of convertible\nnotes, the Company used the Monte Carlo simulation valuation method with the following assumptions\nas of December 31, 2025, and 2024, risk free rate at 3.54% to 3.67%, and 4.24%, respectively,\nand volatility of 300.23% to 347%, and 101%, respectively.\n\n \n\n(2)For\nthe derivative liabilities associated with the new warrants issued in 2025 with the convertible\nnotes, the Company used the Monte Carlo simulation valuation method with the following assumptions\nas of December 31, 2025, risk free rate at 3.68% to 3.71%, and volatility of 254.9% to 262.04%.\n\n \n\n(3)For\nthe derivative liabilities associated with the remaining outstanding warrants which were\nprimarily issued in prior years, the following assumptions were utilized in the Black-Scholes\nvaluation method as of December 31, 2025, and 2024, risk free interest rate of 3.54% to 3.59%\nand 4.18% to 4.25%, respectively, volatility of 347%, and 121% to 146%, respectively, and\nexercise prices of $9.50 to $40.00 post reverse split ($0.0019 to $0.008 prior to the reverse\nsplit) per share for both years.\n\n \n\nF-22\n\n \n\n \n\nA\nsummary of the activity related to derivative liabilities for the years ended December 31, 2025, and 2024, is as follows:\n\nSCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE\n\n  \n\n**Derivative\nliabilities associated with warrants**\n  \n\n**Derivative\nliabilities associated with convertible notes**\n  \n\nTotal\nderivative liabilities\n \n\n  \n   \n   \n  \n\nBalance\nJanuary 1, 2025 \n$176,103  \n$34,390  \n$210,493 \n\nFair\nvalue of issuances during the year \n 2,137,502  \n 2,385,913  \n 4,523,415*\n\nChange\nin fair value \n (668,867) \n 182,312  \n (486,555)\n\nWrite\noff for conversions \n -  \n (53,919) \n (53,919)\n\nBalance\nDecember 31, 2025 \n$1,644,738  \n$2,548,696  \n$4,193,434 \n\n \n\n*The amount included\n$2,107,583 that was charged to derivative expense at issuance due to fair value of the derivative instruments exceeding the carrying\namount of the debt host.\n\n \n\n  \n\n**Derivative\nliabilities associated with warrants**\n  \n\n**Derivative\nliabilities associated with convertible notes**\n  \n\nTotal\nderivative liabilities\n \n\n  \n   \n   \n  \n\nBalance\nJanuary 1, 2024 \n$1,187,076  \n$29,002  \n$1,216,078 \n\nChange\nin fair value \n (1,010,973) \n 5,388  \n (1,005,585)\n\nBalance\nDecember 31, 2024 \n$176,103  \n$34,390  \n$210,493 \n\n \n\n**NOTE\n6 – NOTES PAYABLE**\n\n \n\nThe\nCompany has the following notes payable outstanding:\n\nSCHEDULE OF NOTES PAYABLE\n\n  \n\nDecember\n31, 2025\n  \n\nDecember\n31, 2024\n \n\n  \n   \n  \n\nNote\npayable, interest at 8% or 20% (if default), matured January 5, 2020, in default \n$45,000  \n$45,000 \n\nOther,\ndue on demand, interest at 6%, currently in default \n 50,000  \n 50,000 \n\nNote\npayable $750,000 face value, interest at 12% or 24% (if default), matured August 24, 2021, in default \n 375,000  \n 375,000 \n\nNote\npayable $389,423 face value, interest at 15%, matured November 6, 2025, net of discount of $0 (2025) and $48,259 (2024) respectively,\nin default \n 389,423  \n 341,164 \n\nNote\npayable $1,000,000 face value, interest at 12% or 24% (if default), matured November 13, 2021, in default \n 1,000,000  \n 1,000,000 \n\nNote\npayable $2,200,000 face value, interest at 15%, matures March 31, 2026, the December 31, 2025 balance of $2,100,000 was included\nand presented under convertible notes payable as a result of loan modification (see Note 5) \n -  \n 2,200,000 \n\nNote\npayable $11,110,000 face value, interest at 15%, matured October 31, 2024, in default \n 11,110,000  \n 11,110,000 \n\nNote\npayable $3,300,000 face value, interest at 15%, matured October 31, 2024, in default \n 3,300,000  \n 3,300,000 \n\nNote\npayable $3,020,000 face value, matured March 31, 2023, in default \n 1,820,000  \n 1,820,000 \n\nNote\npayable $165,000 face value, interest at 15%, matures August 13, 2026, net of discount of $9,375 \n 155,625  \n - \n\nNote\npayable $250,000 face value, interest at 15%, matures November 21, 2026, net of discount of $46,875 \n 203,125  \n - \n\nSub-total\nnotes payable, net of discount \n 18,448,173  \n 20,241,164 \n\nLess\nlong-term portion, net of discount \n -  \n - \n\nCurrent\nportion of notes payable, net of discount \n$18,448,173  \n$20,241,164 \n\n \n\nF-23\n\n \n\n \n\nOn\nNovember 21, 2025, the Company entered into a 15% Secured Promissory Note for $250,000 with a third-party lender and a maturity date\nof November 21, 2026. The Company received proceeds of $200,000 on December 9, 2025, and the Company reimbursed the investor for expenses\nfor legal fees and due diligence of $50,000 (original issue discount or “OID”). This note shall be senior secured by any\nand all assets of the Company. For the year ended December 31, 2025, $3,125 was charged to interest expense. As of December 31, 2025,\nthe outstanding principal balance of this note was $250,000 with a carrying value of $203,125, net of unamortized discounts of $46,875\nas of December 31, 2025.\n\n \n\nOn\nAugust 13, 2025, the Company entered into a 15% Secured Promissory Note for $165,000 with a third-party lender and a maturity date of\nAugust 13, 2026. The Company received proceeds of $150,000 on August 14, 2025, and the Company reimbursed the investor for expenses for\nlegal fees and due diligence of $15,000 (original issue discount or “OID”). This note shall be senior secured by any and\nall assets of the Company. For the year ended December 31, 2025, $5,625 was charged to interest expense. As of December 31, 2025, the\noutstanding principal balance of this note was $165,000 with a carrying value of $155,625, net of unamortized discounts of $9,375 as\nof December 31, 2025.\n\n \n\nOn\nNovember 11, 2022, the Company entered into a non-interest bearing, $3,020,000 face value promissory note with a third-party lender with\nscheduled weekly payments and a maturity date of March 31, 2023. In exchange for the issuance of the $3,020,000 note, inclusive of an\noriginal issue discount of $250,000, and the reclass of $260,000 from accounts payable and accrued expenses the Company received proceeds\nof $2,510,000 on November 11, 2022, from the lender. Through December 31, 2025, the Company has repaid $1,200,000 of the principal of\nthe note. As of December 31, 2025, and 2024, the outstanding principal balance of this note was 1,820,000. The Company is in default\non the weekly payments. The Company is currently in discussions with the lender regarding an extension of the maturity date.\n\n \n\nOn\nDecember 7, 2021, the Company entered into a 12%, $3,300,000 face value promissory note with a third- party lender with a maturity date\nof December 7, 2022. In exchange for the issuance of the $3,300,000 note, inclusive of an original issue discount of $300,000, the Company\nreceived proceeds of $3,000,000 on December 13, 2021, from the lender. In conjunction with the note, the Company issued a warrant to\npurchase 15,000 post reverse split (75,000,000 prior to the reverse split) shares of common stock at $195 post reverse split ($0.039\nprior to the reverse split) per share (subject to adjustments) with an expiry date on the three- year anniversary of the note. On October\n31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15% per annum. The Company\nissued warrants to purchase 15,000 post reverse split (75,000,000 prior to the reverse split) shares of common stock at an exercise price\nof $33.50 post reverse split ($0.0067 prior to the reverse split) per share and with an expiration of October 31, 2025, in exchange for\nthe extension. The warrants were valued at $510,000 by the Black-Scholes option pricing method and have been amortized through the new\nmaturity date of the note. The Company determined that this transaction was a modification of the existing note. For the year ended December\n31, 2025, there was no charge to interest expense, and for the year ended December 31, 2024, $212,500 was charged to interest expense.\nAs of December 31, 2025, and 2024, the outstanding principal balance of this note was $3,300,000. The Company is currently in discussions\nwith the lender regarding an extension of the maturity date.\n\n \n\nF-24\n\n \n\n \n\nOn\nMarch 17, 2021, the Company entered into a 12%, $11,110,000 face value promissory note with a third- party lender with a maturity date\nof March 17, 2022. In exchange for the issuance of the $11,110,000 note, inclusive of an original issue discount of $1,000,000 and lender\ncosts of $110,000, the Company received proceeds of $10,000,000 on March 23, 2021, from the lender. In conjunction with the note, the\nCompany issued a warrant to purchase 50,000 post reverse split (250,000,000 prior to the reverse split) shares of common stock at $650\npost reverse split ($0.13 prior to the reverse split) per share (subject to adjustments) with an expiry date on the three- year anniversary\nof the note. On October 31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased\nto 15% per annum. The Company issued warrants to purchase 50,000 post reverse split (250,000,000 prior to the reverse split) shares of\ncommon stock at an exercise price of $33.50 post reverse split ($0.0067 prior to the reverse split) per share and with an expiration\nof October 31, 2025, in exchange for the extension. The warrants were valued at $1,700,000 by the Black-Scholes option pricing method\nand have been amortized through the new maturity date of the note. The Company determined that this transaction was a modification of\nthe existing note. For the year ended December 31, 2025, there was no charge to interest expense, and for the year ended December 31,\n2024, $708,333 was charged to interest expense. As of December 31, 2025, and 2024, the outstanding principal balance of this note was\n$11,110,000. The Company is currently in discussions with the lender regarding an extension of the maturity date.\n\n \n\nOn\nFebruary 9, 2021, the Company entered into a 12%, $2,200,000 face value promissory note with a third- party lender with a maturity date\nof February 9, 2022. In exchange for the issuance of the $2,200,000 note, inclusive of an original issue discount of $200,000, the Company\nreceived proceeds of $2,000,000 on February 16, 2021, from the lender. In conjunction with the note, the Company issued a warrant to\npurchase 10,000 post reverse split (50,000,000 prior to the reverse split) shares of common stock at $750 post reverse split ($0.15 prior\nto the reverse split) per share (subject to adjustments) with an expiry date on the three- year anniversary of the note. On October 31,\n2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15% per annum. The Company\nissued warrants to purchase 10,000 post reverse split (50,000,000 prior to the reverse split) shares of common stock at an exercise price\nof $33.50 post reverse split ($0.0067 prior to the reverse split) per share and with an expiration of October 31, 2025, in exchange for\nthe extension. The warrants were valued at $340,000 by the Black-Scholes option pricing method and have been amortized through the new\nmaturity date of the note. The Company determined that this transaction was a modification of the existing note. On July 31, 2025, the\nCompany entered into an Exchange Agreement (see Note 5), whereby, the Company agreed that the holder may exchange any part or all of\nthe outstanding principal and interest (the Exchange Amount) at any time and from time to time into the number of common shares equal\nto the Exchange Amount divided by the lowest trading price from the previous ten (10) trading days, and to extend the maturity date of\nthe note to March 31, 2026. As a result, this note (with all of its outstanding principal and accrued interest as of July 31, 2025) was\nexchanged into a convertible note. The Company determined the Exchange Agreement represented a substantial modification to the existing\ndebt. Accordingly, the Company extinguished the promissory note dated February 9, 2021, as well as the accrued interest as of July 31,\n2025, and recorded two convertible notes, one for the principal amount of $2,200,000 (at an annual interest rate of 15%) and one for\nthe accrued interest of $1,358,229 (with no additional interest in the future). For the year ended December 31, 2024, $141,667 was charged\nto interest expense. As of December 31, 2025, the outstanding principal balance of this note of $2,100,000 was included and presented\nunder convertible notes payable. As of December 31, 2024, the outstanding principal balance of this note was $2,200,000.\n\n \n\nOn\nNovember 13, 2020, the Company entered into a 12%, $1,000,000 face value promissory note with a third-party due November 13, 2021. Principal\npayments shall be made in six instalments of $166,667 commencing 180 days from the issue date and continuing each 30 days thereafter\nfor 5 months and the final payment of principal and interest due on the maturity date. The Company received proceeds of $890,000 on November\n20, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $110,000. In conjunction with this\nnote, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 25,000 post reverse split (125,000,000\nprior to the reverse split) shares of common stock at an exercise price of $40 post reverse split ($0.008 prior to the reverse split)\nper share, subject to adjustments and expires on the five-year anniversary of the issue date. This note is in default and the interest\nrate from the date of default is the lesser of 24% or the highest amount permitted by law. As of December 31, 2025, and 2024, the outstanding\nprincipal balance of this note was $1,000,000. As of December 31, 2025, and 2024, the accrued interest is $1,095,452 and $855,452, respectively.\nThe Company is in discussions with the lender regarding the extension of the maturity date of this note.\n\n \n\nF-25\n\n \n\n \n\nOn\nNovember 6, 2020, the Company entered into a Settlement Agreement with the holder of $120,000 of convertible notes with accrued and unpaid\ninterest of $8,716 and a $210,000 Promissory Noted dated June 23, 2020, with accrued and unpaid interest of $15,707. The Company issued\na new 12% Promissory Note with a face value of $389,423 and a maturity date of November 6, 2023, and was in default. In conjunction with\nthis settlement, the Company issued a warrant to purchase 12,000 post reverse split (60,000,000 prior to the reverse split) shares of\ncommon stock at an exercise price of $37.50 post reverse split ($0.0075 prior to the reverse split) per share, subject to adjustments\nand expires on the five-year anniversary of the issue date. The Company analyzed the transaction and concluded that this was a modification\nto the existing debt. The investor exercised the warrant on January 14, 2021. On November 6, 2023, the maturity date of the note was\nextended to November 6, 2025, and the interest rate was increased to 15% per annum. The Company issued warrants to purchase 12,000 post\nreverse split (60,000,000 prior to the reverse split) shares of common stock at an exercise price of $9.50 post reverse split ($0.0019\nprior to the reverse split) per share, and with an expiration of November 6, 2026, in exchange for the extension. The warrants were valued\nat $113,921 by the Black-Scholes option pricing method and have been amortized through the new maturity date of the note. The Company\ndetermined that this transaction was a modification of the existing note. For the years ended December 31, 2025, and 2024, $48,259 and\n$56,961, respectively, were charged to interest expense. As of December 31, 2025, and 2024, the outstanding principal balance of this\nnote was $389,423 with a carrying value of $389,423 and $341,164, respectively, net of unamortized discounts of $-0- and $48,259, respectively,\nas of December 31, 2025, and 2024.\n\n \n\nOn\nAugust 24, 2020 (the “Issue Date”), the Company entered into a 12%, $750,000 face value promissory note with a third-party\n(the “Holder”) due August 24, 2021 (the “Maturity Date”). Principal payments shall be made in six instalments\nof $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal\nand interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default,\nas defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into\nfully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement)\nduring the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days\nending on the day preceding the conversion date. The Company received proceeds of $663,000 on August 25, 2020, and the Company reimbursed\nthe investor for expenses for legal fees and due diligence of $87,000. In conjunction with this Note, the Company issued 2 common stock\npurchase warrants; each warrant entitles the Holder to purchase 24,590 post reverse split (122,950,819 prior to the reverse split) shares\nof common stock at an exercise price of $30.50 post reverse split ($0.0061 prior to the reverse split) per share, subject to adjustments\nand expires on the five-year anniversary of the Issue Date. On July 15, 2025, the warrants were extended to have a maturity date of the\neighth-year anniversary of the Issue Date. As of December 31, 2025, and 2024, the outstanding principal balance of this note was $375,000.\nThis note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted by law. During\nthe year ended December 31, 2025, the Holder converted $131,681 of accrued interest (plus conversion fees) into 512,188 post reverse\nsplit (2,560,935,900 prior to the reverse split) shares of common stock at a conversion price of $0.20 to $0.40 post reverse split ($0.00004\nto $0.00008 prior to the reverse split). As of December 31, 2025, and 2024, the accrued interest is $423,896 and $360,247, respectively.\nThe Company is in discussions with the lender regarding the extension of the maturity date of this note.\n\n \n\n**NOTE\n7 – DEFERRED LIABILITY**\n\n \n\nOn\nSeptember 2, 2020, PCTI entered into an agreement with a third- party. Pursuant to the terms of the agreement, in exchange for $750,000,\nPCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the agreement. Payments are due\nninety (90) days after each calendar quarter, with the first payment due on or before March 31, 2021, for revenues for the quarter ending\nDecember 31, 2020. On February 26, 2021, the agreement was assigned to Ozop and on March 4, 2021, the note was amended, whereby in exchange\nfor 35,000 post reverse split (175,000,000 prior to the reverse split) shares of common stock, the royalty percentage was amended to\n1.8%. No payments have been made and the Company is in default of the agreement. On November 11, 2022, the third-party and the Company\nagreed to reduce the liability by $260,000 and add $260,000 to the promissory note issued on November 11, 2022.\n\n \n\nEV\nInsurance Company records premiums received from the issuance of Vehicle Service Contracts (“VSC’s”) as a deferred\nliability. The Company will analyze the deferred liability to determine if any amounts can be recorded as income with the balance remaining\nin deferred liabilities for potential future claims. As of December 31, 2025, and 2024, the Company has recorded $42,425 and $12,610\nas deferred liabilities related to VSC’s.\n\n \n\nThe\ndeferred liability as of December 31, 2025, and 2024, on the consolidated balance sheets is $532,425 and $502,610, respectively.\n\n \n\nF-26\n\n \n\n \n\n**NOTE\n8 – RELATED PARTY TRANSACTIONS AND BALANCES**\n\n \n\n**Employment\nAgreement**\n\n \n\nOn\nJuly 10, 2020, pursuant to the PCTI transaction, the Company assumed an employment contract entered into on February 28, 2020, between\nthe Company and Mr. Conway (the “Employment Agreement”). Mr. Conway’s compensation as adjusted was $20,000 per month.\nEffective January 1, 2022, the Company entered into a new employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway\nreceives annual compensation of $240,000 from the Company and will also be eligible to receive bonuses and equity grants at the discretion\nof the BOD. The Company also agreed to compensate Mr. Conway for services provided directly to any of the Company’s subsidiaries.\nCurrently, the subsidiaries of Ozop Capital, OES and OED, each compensates Mr. Conway $20,000 per month.\n\n \n\n**Management\nFees, Sale of Building and Related Party Payables**\n\n \n\nFor\nthe years ended December 31, 2025, and 2024, the Company recorded expenses to Mr. Conway of $960,000, respectively. During the year ended\nDecember 31, 2025, the Company sold its building to an entity controlled by Mr. Conway. The sale price was $600,000 and the Company received\n$100,000 in cash and Mr. Conway forgave $500,000 of related party accrued and unpaid management fees owed. The Company recorded a gain\non the sale of the building to a related party of $86,250, which is included in the Statement of Operations for the year ended December\n31, 2025 (see Note 4). After the building was sold to the related party, the Company leased back the building from the same related party\nin September 2025 for a three-year lease with a monthly lease payment of $5,000 beginning on September 1, 2026, which was accounted for\nas a sale and leaseback transaction (see Note 12). As of December 31, 2025, and 2024, the Company owes Mr. Conway $281,600 and $60,000\nfor unpaid management fees, which is included in related party liabilities on the consolidated balance sheets presented herein.\n\n \n\n**Note\nreceivable, related party**\n\n** **\n\nDuring\nthe year ended December 31, 2025, the Company loaned 14464664 Canada Inc. (“Bluezone Beverages”) $150,000 in exchange for\na promissory note issued on December 9, 2025, that bears interest at 5% and has a maturity date of December 8, 2027. The Company had a\nbinding letter of intent with Bluezone Beverages (see Note 15 - subsequent events).\n\n \n\n**NOTE\n9 – COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Agreements**\n\n \n\nOn\nSeptember 1, 2021, Ozop Capital entered into an advisory agreement (the “RMA Agreement”) with Risk Management Advisors, Inc.\n(“RMA”). Pursuant to the terms of the RMA Agreement, RMA will assist Ozop Capital in analyzing, structuring, and coordinating\nOzop Capital’s participation in a captive insurance company. RMA will coordinate legal, accounting, tax, actuarial and other services\nnecessary to implement the Company’s participation in a captive insurance company, including, but not limited to, the preparation\nof an actuarial feasibility study, filing of all required regulatory applications, domicile selection, structural selection, and coordination\nof the preparation of legal documentation. The fee for these services was $100,000. Ozop Capital agreed to pay $50,000 and to issue $50,000\nof shares of restricted common stock. The parties agreed to a reduced fee of $48,000 for the years ended December 31, 2025, and 2024,\nwhich has been accrued as of December 31, 2025 ($144,000), and December 31, 2024 ($96,000), and is included in accounts payable and accrued\nexpenses on the consolidated balance sheets presented herein. As of December 31, 2025, and 2024, the Company has recorded 128 post reverse\nsplit (637,755 prior to the reverse split) shares of common stock to be issued for the balance owed, in addition to the $48,000.\n\n \n\nOn\nMarch 4, 2019, the Company entered into a Separation Agreement (the “Separation Agreement”) with Salman J. Chaudhry, pursuant\nto which the Company agreed to pay Mr. Chaudry $227,200 (the “Outstanding Fees”) in certain increments as set forth in the\nSeparation Agreement. As of December 31, 2025, and 2024, the balance owed Mr. Chaudhry is $162,085.\n\n \n\nF-27\n\n \n\n \n\nOn\nSeptember 2, 2020, PCTI entered into an Agreement with a third-party. Pursuant to the terms of the agreement, in exchange for $750,000,\nPCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the agreement. On February 26, 2021,\nthe agreement was assigned to Ozop and on March 4, 2021, the agreement was amended, whereby in exchange for 35,000 post reverse split\n(175,000,000 prior to the reverse split) shares of common stock, the royalty percentage was amended to 1.8% (see Note 7). As of December\n31, 2025, and 2024, the Company has recorded $243,272, respectively, and is included in accounts payable and accrued expenses on the\nconsolidated balance sheets presented herein.\n\n \n\n*Legal\nmatters*\n\n \n\nWe\nknow of no material, existing or pending legal proceedings against our Company.\n\n \n\nWe\nwere involved as a plaintiff in a Complaint filed in the **SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN DIEGO NORTH\nCOUNTY (the “Complaint”)**on November 14, 2022**.** The Complaint alleges that former employees would place an order\nfrom a customer for purchase of product from OZOP with funds the exact source of which is presently unknown. OZOP alleges that next,\nthe customer would sell that product to OZOP’s customers at a price marked up from the price for which the customer purchased from\nOZOP – to the benefit of Defendants and to the detriment of OZOP, their employer at the time. The Complaint further alleges that\nthe former employees falsely represented that the price the customer was obtaining from other suppliers and therefore was willing to\npay for OZOP product decreased, which allowed them to use the customer to then sell additional product to OZOP’s customers at increasingly\nlarger margins, thus further wrongfully enriching themselves to the detriment of their employer, OZOP. The lawsuit also alleges that\nthe employees were also making false statements to Ozop’s customers regarding the financial condition of Ozop and the lack of module\ninventory.\n\n \n\nOn\nApril 4, 2024, the Company executed a Settlement Agreement (the “Settlement”) with its former employees and Your Home Solutions\nCorp (“YHS”). YHS and the former employees were all defendants (the “Defendants”) in the Complaint. Pursuant\nto the terms of the Settlement, the Defendants paid the Company $1,125,000 during the year ended December 31, 2024. In exchange, the\nCompany agreed to release all Defendants from the lawsuit and to deliver 11 containers of solar panels. Upon the receipt of the $1,125,000\nand the delivery of the 11 containers, and pursuant to the Settlement, the Company recorded sales of $728,640, a credit of $125,000 to\nlegal expense and for the year ended December 31, 2024, recorded a gain on litigation settlement of $271,360.\n\n \n\nThere\nare no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse\nparty or has a material interest adverse to our interest.\n\n \n\n**NOTE\n10– STOCKHOLDERS’ EQUITY**\n\n \n\n**Common\nstock**\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued an aggregate of 496,163 post reverse split (2,480,814,993 prior to the reverse split)\nshares of common stock respectively and received net proceeds of $392,168 after issuance costs of $27,005.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued an aggregate of 40,000 post reverse split (200,000,000 prior to the reverse split)\nshares of common stock pursuant to a Service Agreement (including amendments) with a third party and recorded a stock based compensation\nof $40,000.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued 512,188 post reverse split (2,560,935,900 prior to the reverse split) shares of\ncommon stock in payment of accrued interest of $130,181 and fees of $1,500.\n\n \n\nDuring\nthe year ended December 31, 2025, a convertible note holder converted principal of $100,000\ninto 200,000\npost reverse split (1,000,000,000\nprior to the reverse split) shares of common stock at a conversion\nprice of $0.50 post\nreverse split ($0.0001 prior\nto the reverse split). The equity recorded is the sum of the carrying amounts of the debt host\nand the bifurcated conversion option liability, which is valued at $153,919.\n\n \n\nF-28\n\n \n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued an aggregate of 320,901 post reverse split (1,604,508,342 prior to the reverse split)\nshares of common stock and received net proceeds of $1,212,370 after issuance costs of $43,569.\n\n \n\n*Increase\nin Authorized Shares*\n\n \n\nOn\nJune 4, 2024, the Board of Directors (the “BOD’’) of the Company approved to amend the Company’s Articles of\nIncorporation (the “2024 Amendment”) to increase the authorized capital stock of the Company to 9,000,000,000 shares, of\nwhich 8,990,000,000 shall be authorized as common shares and 10,000,000 shall be authorized as preferred shares. The Company filed the\n2024 Amendment with the State of Nevada on July 22, 2024.\n\n \n\nOn\nMarch 4, 2025, the BOD of the Company approved to amend the Company’s Articles of Incorporation (the “March 2025 Amendment”)\nto 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\nshares and 10,000,000 shall be authorized as preferred shares. The Company filed the March 2025 Amendment with the State of Nevada on\nApril 10, 2025.\n\n \n\nOn\nMay 21, 2025, the BOD of the Company approved to amend the Company’s Articles of Incorporation (the “May 2025 Amendment”)\nto increase the authorized capital stock of the Company to 26,000,000,000 shares, of which 25,990,000,000 shall be authorized as common\nshares and 10,000,000 shall be authorized as preferred shares. The Company filed the May 2025 Amendment with the State of Nevada on July\n1, 2025.\n\n \n\n**Preferred\nstock**\n\n \n\nAs\nof December 31, 2025, and 2024, 10,000,000 shares have been authorized as preferred stock, par value $0.001 (the “Preferred Stock”),\nwhich such Preferred Stock shall be issuable in such series, and with such designations, rights and preferences as the Board of Directors\nmay determine from time to time.\n\n \n\n**Series\nC Preferred Stock**\n\n \n\nOn\nJuly 7, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series\nC Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company’s\npreferred remain designated as Series C Preferred Stock. The holders of Series C Preferred Stock have no conversion rights and no dividend\nrights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately\nas a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote. As of December\n31, 2025, and 2024, there were 2,500 shares of Series C Preferred Stock issued and outstanding and the shares are held by Mr. Conway.\n\n** **\n\n**Series\nD Preferred Stock**\n\n \n\nOn\nJuly 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock.\nOn July 10, 2020, pursuant to the SPA with PCTI, the Company issued 18,667 shares of Series D preferred Stock to Chis, and on August\n28, 2020, pursuant to Mr. Conway’s employment agreement, the Company issued 1,333 shares of Series D Preferred Stock to Mr. Conway.\nOn July 13, 2021, the Company purchased 18,667 shares of the Company’s Series D Preferred Stock held by Chis.\n\n \n\nOn\nJuly 27, 2021, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation\nof Series D Preferred Stock (the “Series D Amendment”). Under the terms of the Series D Amendment, 4,570 shares of the Company’s\npreferred stock will be designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall\nnot be entitled to receive dividends. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock\nheld by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued\nand 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\nshares of Series D Convertible Preferred Stock and multiply that result by the number of shares of Series D Convertible Preferred Stock\nbeing converted. Except as provided in the Series D Amendment or as otherwise required by law, no holder of the Series D Convertible\nPreferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release\nor other action. The Series D Convertible Preferred Stock shall not bear any liquidation rights. On July 28, 2021, the Company closed\non a Stock and Warrant Purchase Agreement (the “Series D SPA”). Pursuant to the terms of Series D SPA, an investor in exchange\nfor $13,200,000 purchased one share of Series D Preferred Stock, and a warrant to acquire 3,236 shares of Series D Preferred Stock. As\nof December 31, 2025, and 2024, there were 1,334 shares, respectively, of Series D Preferred Stock issued and outstanding and a warrant\nto purchase 3,236 shares of Series D Preferred Stock are outstanding as of December 31, 2025, and 2024.\n\n \n\nF-29\n\n \n\n \n\nThe\nwarrant has a 15- year term and Partial Warrant Lock Up and Leak-Out Period. The Holder may only exercise the Warrant and purchase Warrant\nShares as follows:\n\n \n\n \ni.\nUp\nto 162 (one hundred and sixty-two) Warrant Shares, at any time or times on or after five (5) business days from the closing of the\nSeries D SPA (“the Initial Exercise Date”) subject to up to a maximum number of Warrant Shares that, if converted, would\nbe equal to no more than a maximum of 4.99% of the total number of outstanding shares of Common Stock of the Company and no later\nthan on or before the 15th year anniversary of the Initial Exercise Date (“the Termination Date”); and\n\n \n \n \n\n \nii.\nThe\nRemainder of the Warrant representing up to 3,074 (three thousand and seventy-four) Warrant Shares (“Remaining Warrant Shares”)\nshall be locked up for a period of 36 (thirty-six) months from the Initial Exercise Date (“Lock Up Period”) and shall\nbecome exercisable at any time or times from the date that is the 36 (thirty-six) month anniversary of the Initial Exercise Date\n(“Lock Up Period Termination Date”) and no later than on or before the Termination Date, as follows:\n\n \n\n \na.\nDuring\nevery 1 (one) year period, starting on the day that is the Lock Up Period Termination Date, the Holder shall have the right to exercise\nthe Remainder of the Warrant up to a maximum number of Remaining Warrant Shares that, if converted, would be equal to no more than\na maximum of 4.99% of the total number of outstanding shares of Common Stock of the Company during such given year (“Leak-Out\nPeriod”). The Leak-Out Period shall come into effect on the day that is the Lock Up Period Termination Date and remain effective\non a yearly basis, for a period of 10 (ten) years thereafter, after which the Leak-Out Period will automatically terminate and become\nnull and void. For clarity purposes the Remainder of the Warrant shall become freely exercisable at any time or times beginning on\nJune 29, 2034, and until the Termination Date.\n\n** **\n\n**Series\nE Preferred Stock**\n\n \n\nOn\nJuly 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series E Preferred Stock.\nUnder the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock have\nbeen designated as Series E Preferred Stock. The holders of the Series E Convertible Preferred Stock shall not be entitled to receive\ndividends. No holder of the Series E Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation\nfor their vote, waiver, release or other action, except as may be otherwise expressly required by law. At any time, the Corporation may\nredeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”)\nat $1,000 (one thousand dollars) per share. The shares of Series E Preferred Stock have not been registered under the Securities Act\nof 1933 or the laws of any state of the United States and may not be transferred without such registration or an exemption from registration.\nAs of December 31, 2025, and 2024, there were -0- shares of Series E Preferred Stock issued and outstanding, respectively.\n\n \n\n**NOTE\n11 – NONCONTROLLING INTEREST**\n\n \n\nOn\nAugust 19, 2021, the Company formed Ozop Capital. The Company initially owned 51% with PJN Holdings, LLC (“PJN”) owning 49%.\nBrian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop Capital. The Company presents\ninterest held by noncontrolling interest holders within noncontrolling interest in the consolidated financial statements. On September\n13, 2022, there was a change in the ownership percentages, as PJN returned 490,000 shares, representing their 49% ownership. As of that\ndate, Ozop Capital is a wholly owned subsidiary of the Company. As of December 31, 2025, and 2024, the accumulative noncontrolling interest\nis $784,777, respectively.\n\n \n\nF-30\n\n \n\n \n\n**NOTE\n12 - OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES**\n\n \n\nOn\nApril 14, 2021, the Company entered into a 5 five-year\nlease which began on June 1, 2021, for approximately 8,100 square feet of office and warehouse space in Carlsbad, California,\nexpiring May 31, 2026. Initial lease payments of $13,148 begin on June 1, 2021, and increase by approximately 2.4% annually\nthereafter. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 7.5%, as the\ninterest rate implicit in most of our leases is not readily determinable. During the year ended December 31, 2021, upon adoption of\nASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $702,888 for this lease. On February 22, 2023, with\nan effective date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the\n“Sublease”) with the landlord and a third party for the office and warehouse in Carlsbad California. Pursuant to the\nSublease agreement, the third party will be responsible for all of the Company’s lease obligations through May 31, 2026, the\nlease termination date.\n\n \n\n*Sale-Leaseback\nTransaction*\n\n \n\nIn\nAugust 2025, the Company sold its building in Warwick, New York to a related party (see Note 4 and Note 8) with the related party obtained\nfull control of the real property and no “continuing involvement” of the Company after the sale. On September 1, 2025, the\nCompany entered into a three-year lease with the same related party to lease back the previously sold building for office space, expiring\nAugust 31, 2028. Lease payments of $5,000 begin on September 1, 2026, on a monthly basis. The Company determined that the sale and leaseback\ntransaction qualified as a sale, and the sale and the leaseback were accounted for separately, with the lease being accounted for in\naccordance with ASC 842. This three-year lease agreement is determined to be an operating lease. The interest rate used to determine\nthe present value is our incremental borrowing rate, estimated to be 7.5%, as the interest rate implicit in most of our leases is not\nreadily determinable. During the year ended December 31, 2025, the Company recorded right-of-use assets and lease liabilities of $103,107\nfor this lease.\n\n \n\nIn\nadopting Topic 842, the Company has elected the ‘package of practical expedients’, which permit it not to reassess under\nthe new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not\nelect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition,\nthe Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less.\n\n \n\nRight-of-use\nassets are summarized below:\n\n SCHEDULE OF RIGHT-OF-USE ASSETS\n\n  \n\nDecember\n31, 2025\n  \n\nDecember\n31, 2024\n \n\nOffice\nand warehouse lease \n$805,995  \n$702,888 \n\nLess:\nAccumulated amortization \n (644,318) \n (476,196)\n\nRight-of-use\nassets, net \n$161,677  \n$226,692 \n\n \n\nOperating\nlease liabilities are summarized as follows:\n\n SCHEDULE OF OPERATING LEASE LIABILITIES\n\n  \n\nDecember\n31, 2025\n  \n\nDecember\n31, 2024\n \n\nLease\nliability \n$178,372  \n$236,389 \n\nLess\ncurrent portion \n (84,644) \n (163,727)\n\nLong\nterm portion \n$93,728  \n$72,662 \n\n \n\nMaturity\nof lease liabilities are as follows:\n\n SCHEDULE OF MATURITY OF LEASE LIABILITIES\n\n  \n**Amount** \n\nFor\nthe year ending December 31, 2026 \n$94,030 \n\nFor\nthe year ending December 31, 2027 \n 60,000 \n\nFor\nthe year ending December 31, 2028 \n 40,000 \n\nTotal \n$194,030 \n\nLess:\npresent value discount \n (15,658)\n\nLease\nliability \n$178,372 \n\n \n\nFor\nthe years ended December 31, 2025, and 2024 the Company recorded a debit of $6,997 and a credit of $2,234, respectively, to operating\nlease expense (after netting off the sublease income).\n\n \n\nF-31\n\n \n\n \n\n**NOTE\n13 – DISCONTINUED OPERATIONS**\n\n \n\nOn\nSeptember 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of a discontinued\noperation. Accordingly, the operating results of PCTI are reported as income from discontinued operations in the accompanying consolidated\nfinancial statements for the years ended December 31, 2025, and 2024. On October 3, 2022, PCTI filed a Voluntary Petition for Non- Individuals\nFiling for Bankruptcy. On November 30, 2022, the Trustee filed a Notice of Abandonment of Estate Property, as it is over encumbered by\nthe secured creditors. No objections were filed, and as such the inventory and equipment is now considered abandoned to the secured creditors\nto do with what they wish. In March 2023, the Trustee declared this a no-asset case and closed the bankruptcy.\n\n \n\nThe\nresults of operations of this component, for all periods, are separately reported as “discontinued operations”. A reconciliation\nof the major classes of line items constituting the income (loss) from discontinued operations, net of income taxes as is presented in\nthe Consolidated Statements of Operations for the years ended December 31, 2025, and 2024 are summarized below:\n\n SCHEDULE\nOF LOSS FROM DISCONTINUED OPERATIONS\n\n  \n**2025**** **** **\n**2024** \n\n  \n**Year\nended December 31,** \n\n  \n**2025**** **** **\n**2024** \n\nRevenues \n$      -  \n$3,573 \n\nCost\nof goods sold \n -  \n - \n\nGross\nprofit \n -  \n 3,573 \n\nOperating\nexpenses \n -  \n - \n\nIncome\nfrom discontinued operations \n$-  \n$3,573 \n\n \n\nThere\nare no assets as of December 31, 2025, and 2024, as the secured lender has taken possession. Liabilities of discontinued operations are\nseparately reported as of December 31, 2025, and 2024. All liabilities are classified as current. The following tables present the reconciliation\nof carrying amounts of the major classes of liabilities of the Company classified as discontinued operations in the consolidated balance\nsheets at December 31, 2025, and 2024:\n\n \n\n**Current\nliabilities**\n\n \n\n  \n\n**December\n31, 2025**\n  \n\n**December\n31, 2024**\n \n\nAccounts\npayable and accrued liabilities \n$445,565  \n$445,565 \n\nCurrent\nportion of notes payable \n 589,246  \n 589,246 \n\nTotal\ncurrent liabilities of discontinued operations \n$1,034,811  \n$1,034,811 \n\n \n\nOn\nMay 16, 2022, Huntington National Bank (“Huntington”) filed a Complaint for Confession of Judgment (“COJ”) against\nCatherine Chis (“Chis”). Chis was the former CEO of PCTI and a Guarantor on Huntington’s Letter of Credit financing\n(“LOC”) and a Term Loan (“Term Loan”). The Chis COJ for the LOC was for $352,415 and accrues per diem interest\nof $63.65, and the Chis COJ for the Term Loan was for $141,415 and accrues per diem interest of $28.60. On June 24, 2022, Huntington\nfiled a COJ against Power Conversion Technologies, Inc (“PCTI”). The PCTI COJ for the LOC was for $354,774 and accrues per\ndiem interest of $63.65 and the PCTI COJ for the LOC was for $142,473 and accrues per diem interest of $28.60. On July 20, 2022, Huntington\nassigned the PCTI judgment against PCTI to Meraki Advisors, LLC. (“Meraki”). The Company’s understanding is Meraki\nis a Pennsylvania limited liability company, controlled by Chis.\n\n \n\nIncluded\nin the Current portion of notes payable are the principal balances of Huntington’s LOC of $344,166 and Term Loan of $134,681. Accrued\ninterest and fees on the LOC and Term Loan debt $54,256 is included in accounts payable and accrued liabilities.\n\n \n\nF-32\n\n \n\n \n\n**NOTE\n14 - INCOME TAXES**\n\n \n\nUpon\nadoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 3, *Summary of Significant Accounting Policies*,\nour loss before provision for income taxes for the year ended December 31, 2025, was as follows:\n\n SCHEDULE\nOF INCOME BEFORE PROVISION FOR INCOME TAXES\n\n  \n\nYear\nEnded\n\nDecember\n31, 2025\n \n\nDomestic \n$(8,712,543)\n\nForeign \n - \n\nLoss\nbefore provision for income taxes \n$(8,712,543)\n\n \n\nLoss\nbefore provision for income taxes for the year ended December 31, 2024, was $6,198,161.\n\n \n\nUpon\nadoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 3, *Summary of Significant Accounting Policies*,\nthe reconciliation of taxes at the federal statutory rate to our provision for income taxes for the year ended December 31, 2025, was\nas follows:\n\n SCHEDULE\nOF RECONCILIATION OF TAXES AT THE FEDERAL STATUTORY RATE FOR INCOME TAXES\n\n  \nYear\nEnded December 31, 2025 \n\n  \nAmount  \n% \n\nStatutory\nU.S. Federal Income Tax rate \n$(1,829,634) \n (21.0)%\n\nState\nincome taxes, net of federal income tax benefit \n -  \n - \n\nTax\neffect of expenses that are not deductible for income tax purposes: \n    \n   \n\nStock\nbased compensation \n 8,400  \n 0.1 \n\nChange\nin fair value derivatives of notes payable and warrants \n 340,416  \n 3.9 \n\nAmortization\nof discounts on notes payable and warrants \n 244,989  \n 2.8 \n\nChange\nof valuation allowance \n 1,235,829  \n 14.2 \n\nEffective\ntax expense \n$—  \n —%\n\n \n\nThe\nreconciliation of taxes at the federal statutory rate to our provision for income taxes for the year ended December 31, 2024, in accordance\nwith the guidance prior to the adoption of ASU 2023-09 was as follows:\n\n \n\n  \nYear Ended\nDecember 31, 2024 \n\nStatutory U.S. federal income tax rate \n (21.0)%\n\nState income taxes, net of federal income tax benefit \n (0.0)\n\nTax effect of expenses that are not deductible for income tax purposes: \n   \n\nChange in fair value derivatives of notes payable and warrants \n (3.4)\n\nAmortization of discounts on notes payable and warrants \n 3.8 \n\nChange in Valuation Allowance \n 20.6 \n\nEffective tax rate \n -%\n\n \n\nF-33\n\n \n\n \n\nThe\nsignificant components of the deferred tax assets (liabilities) for the years ended December 31, 2025, and 2024, are summarized below:\n\n SCHEDULE\nOF DEFERRED TAX ASSETS\n\n  \n2025  \n2024 \n\nDeferred\ntax assets: \n    \n   \n\nNet operating loss \n$7,418,097  \n$6,182,268 \n\nTotal deferred tax assets \n 7,418,097  \n 6,182,268 \n\n  \n    \n   \n\nDeferred\ntax liabilities \n -  \n - \n\n  \n    \n   \n\nValuation\nAllowance \n (7,418,097) \n (6,182,268)\n\nNet\ndeferred tax assets \n$-  \n$- \n\n \n\nAs\nof December 31, 2025, the Company had federal net operating loss carryforwards of approximately $35.3 million which may be carried forward\nindefinitely. These net operating loss carryforwards may be used to offset future taxable income and thereby reduce the Company’s\nU.S. federal income taxes. The net operating losses may be subject to limitation under Internal Revenue Code Section 382 should there\nbe a greater than 50% change in ownership as determined under the regulations.\n\n \n\nIn\nassessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of\nthe deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future\ntaxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal\nof deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment,\nmanagement has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely\nthan not that all of the deferred tax assets will not be realized.\n\n \n\nIn\naccordance with ASC 740, a valuation allowance must be established if it is more likely than not that the deferred tax assets will not\nbe realized. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things,\nthe Company’s most recent results of operations and expected future profitability. Based on the Company’s cumulative losses\nin recent years, a full valuation allowance against the Company’s deferred tax assets as of December 31, 2025, and 2024, respectively\nhas been established as Management believes that the Company will not more likely than not realize the benefit of those deferred tax\nassets. Therefore, no tax provision has been recorded for the years ended December 31, 2025, and 2024, respectively.\n\n \n\nThe\nCompany complies with the provisions of ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination\nof whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10,\nthe Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will\nbe sustained on examination by the taxing authorities, based on the technical merits of the position. Management has determined that\nthe Company has no significant uncertain tax positions requiring recognition under ASC 740-10.\n\n \n\nThe\nCompany is subject to income tax in the U.S., and certain state jurisdictions. The Company has not been audited by the U.S. Internal\nRevenue Service, or any states in connection with income taxes. The federal and state tax authorities can generally reduce a net operating\nloss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net\noperating loss which may be allowed as a deduction against income for a period within the statute of limitations.\n\n \n\nThe\nCompany recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense. No\ninterest or penalties have been recorded for the years ended December 31, 2025, and 2024, respectively.\n\n \n\nF-34\n\n \n\n \n\n**NOTE\n15 – SUBSEQUENT EVENTS**\n\n \n\n*Reverse\nStock Split (see Note 1)*\n\n \n\nOn\nJanuary 21, 2026, every 5,000 shares of issued and outstanding Common Stock automatically combined into one issued share of common stock,\nwith no change in par value. Additionally, a total of 58,309 post reverse split shares were issued to shareholders as a round up for\nthe reverse stock split. Accordingly, all of the below transactions are reported on a post reverse split adjusted basis.\n\n \n\n*Note\nReceivable, related party*\n\n \n\nOn\nJanuary 5, 2026, in exchange for $75,000 we were issued a note receivable from a related party for $75,000, with an annual interest rate\nof 5% and a maturity date of January 5, 2028.\n\n \n\nOn\nFebruary 4, 2026, in exchange for $100,000 we were issued a note receivable from a related party for $100,000, with an annual interest\nrate of 5% and a maturity date of February 4, 2028.\n\n \n\n*Common\nStock Sold to GHS*\n\n* *\n\nSubsequent\nto December 31, 2025, the Company sold to GHS an aggregate of 439,796 shares of common stock for proceeds of $47,068 net of offering\ncosts and $5,000 of note payables paid.\n\n \n\n*Common\nStock Issued for Conversions*\n\n \n\nOn\nFebruary 5, 2026, the Holder of the promissory note dated August 24, 2020, converted $13,424 of accrued interest and fees into 142,500\nshares of common stock at a conversion price of $0.0942.\n\n \n\nOn\nMarch 25, 2026, the Holder of the promissory note dated August 24, 2020, converted $8,319 of accrued interest and fees into 179,900 shares\nof common stock at a conversion price of $0.04624.\n\n \n\nOn\nApril 14, 2026, the Holder of a convertible promissory note converted $12,950 of principal into 185,000 shares of common stock at a conversion\nprice of $0.07.\n\n \n\nOn May 8, 2026, the Holder of the promissory note\ndated August 24, 2020, converted $23,023 of accrued interest and fees into 213,100 shares of common stock at a conversion price of $0.10804.\n\n \n\n*Common\nStock Issued for Services*\n\n \n\nOn\nMarch 2, 2026, the Company issued 300,000 shares of restricted common stock, pursuant to an agreement for advisory services.\n\n \n\nOn\nApril 20, 2026, the Company issued 300,000 shares of restricted common stock, pursuant to an agreement for advisory services.\n\n \n\n*Secured\nPromissory Note Issuance*\n\n \n\nOn\nJanuary 5, 2026, the Company entered into a 15% Secured Promissory Note for $100,000 with a third-party lender and a maturity date of\nJanuary 5, 2027. The Company received proceeds of $90,000 on January 5, 2026, and the Company reimbursed the investor for expenses for\nlegal fees and due diligence of $10,000 (original issue discount or “OID”). This note shall be senior secured by any and\nall assets of the Company.\n\n \n\nOn\nFebruary 3, 2026, the Company entered into a 15% Secured Promissory Note for $110,000 with a third-party lender and a maturity date of\nFebruary 3, 2027. The Company received proceeds of $100,000 on February 3, 2026, and the Company reimbursed the investor for expenses\nfor legal fees and due diligence of $10,000. This note shall be senior secured by any and all assets of the Company.\n\n \n\nOn May 13, 2026, the Company entered into a 15% Secured Promissory Note for $110,000 with a third-party lender and a maturity date of\nMay 13, 2027. The Company received proceeds of $100,000 on May 13, 2026, and the Company reimbursed the investor for expenses for legal\nfees and due diligence of $10,000. This note shall be senior secured by any and all assets of the Company.\n\n \n\n*Convertible\nPromissory Note Issuance*\n\n \n\nOn\nJanuary 22, 2026, the Company entered into a 12%,\n$75,000\nface value convertible promissory note with a third-party due October 30, 2026. The Company received proceeds of $75,000\non January 26, 2026. The conversion price shall equal to 65% multiplied by the lowest trading price for the Common Stock during the\nten (10) trading days prior to the conversion date.\n\n \n\nOn\nJanuary 22, 2026, the Company entered into a 12%, $147,000 face value convertible promissory note with a third-party due October 30,\n2026. The Company received proceeds of $140,000 on January 26, 2026, and the Company reimbursed the investor for expenses for legal fees\nand due diligence of $7,000. The conversion price shall equal to 65%, multiplied by the lowest trading price for the Common Stock during\nthe ten (10) trading days prior to the conversion date.\n\n \n\nOn April 20, 2026, the Company entered into a 12%, $100,000 face value convertible promissory note with a third-party due January 30,\n2027. The conversion price shall be equal to 65%, multiplied by the lowest trading price for the Common Stock during the ten (10) trading\ndays prior to the conversion date. The Company has not yet received proceeds of $93,000 and the Company will reimburse the investor for\nexpenses for legal fees and due diligence of $7,000 when the note is funded.\n\n \n\n*Binding\nLetter of Intent*\n\n \n\nOn\nJanuary 21, 2026, the Company entered into a binding letter of intent (the “LOI”) to acquire 100% of 14464664 Canada Inc.\n(“Bluezone Beverages”) and 100% of 9466-5971 Quebec Inc. (“Varon Spirits”). Pursuant to the LOI, within 120 days\nof the execution of the LOI, the Company, Bluezone Beverages, Varon Spirits and the other parties to the LOI, shall enter into definitive\nagreements necessary to complete and close the proposed transaction.\n\n \n\nThe\nCompany has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there\nare no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.\n\n \n\nF-35"}