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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

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

 For
the fiscal year ended December 31, 2023

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

 For
the transition period from __________ to __________

 Commission
file number 000-55976

 OZOP

 (Exact
name of registrant as specified in its charter)

 Nevada

 3841

 35-2540672

 (State
 or Other Jurisdiction of

 Incorporation
 or Organization)

 (Primary
 Standard Industrial

 Classification
 Number)

 (IRS
 Employer

 Identification
 Number)

 Ronald Reagan Blvd.

 Warwick,
 NY 10990

 ( 877)
 785-6967

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

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

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

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

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

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

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

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

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

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

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

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

 The
aggregate market value of the registrant's common stock held by non-affiliates on June 30, 2023, was $ 37,195,014 (computed using
the closing price of the common stock on June 30, 2023, as reported by the OTC Markets).

 As
of April 16, 2024, 5,907,488,753 shares of common stock of the registrant were outstanding.

 Table
of Contents

 Page

 Item

 Business

 Item
 1A

 Risk Factors

 Item
 1B

 Unresolved Staff Comments

 Item

 Properties

 Item

 Legal Proceedings

 Item

 Mine Safety Disclosures

 Item

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 Selected Financial Data

 Item

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item

 Financial Statements and Supplementary Data

 Item

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls and Procedures

 Item
 9B

 Other Information

 Item

 Directors, Executive Officers and Corporate Governance

 Item

 Executive Compensation

 Item

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain Relationships and Related Transactions, and Director Independence

 Item

 Principal Accountant Fees and Services

 Item

 Exhibits and Financial Statement Schedules

 Signatures

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

 PART
I

 Item
1. Description of Business

 ORGANIZATION

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

 Our
corporate website is located at  and the contents of our website are expressly not incorporated herein.

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

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

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

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

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

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

 Corporate
Matters

 On
July 7, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company's Series
C Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company's
preferred remain designated as Series C Preferred Stock. The holders of Series C Preferred Stock have no conversion rights and no dividend
rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately
as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote. On July 10,
2020, pursuant to the SPA with PCTI, the Company issued 47,500 shares of Series C preferred Stock to Chis. On July 13, 2021, the Company
purchased 47,500 shares of the Company's Series C Preferred Stock held by Chis (see below). As of December 31, 2023, and 2022,
there were 2,500 shares, respectively, of Series C Preferred Stock issued and outstanding, all owned by Mr. Conway.

 On
July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company's Series D Preferred Stock.
Under the terms of the Certificate of Designation of Series D Preferred Stock, 20,000 shares of the Company's preferred stock have
been designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not be entitled
to receive dividends. The holders as a group may, at any time convert all of the shares of Series D Convertible Preferred Stock into
a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares
of common stock of the Company on the date of conversion, by 3. Except as provided in the Certificate of Designation or as otherwise
required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders
of the Company for their vote, waiver, release or other action. The Series D Convertible Preferred Stock shall not bear any liquidation
rights. On July 10, 2020, pursuant to the SPA with PCTI, the Company issued 18,667 shares of Series D preferred Stock to Chis, and on
August 28, 2020. Pursuant to Mr. Conway's employment agreement, the Company issued 1,333 shares of Series D Preferred Stock to
Mr. Conway. On July 13, 2021, the Company purchased 18,667 shares of the Company's Series D Preferred Stock held by Chis (see below).

 On
July 13, 2021, the Company entered into a Definitive Agreement (the "Agreement") with Chis to purchase the 47,500 shares
of the Company's Series C Preferred Stock held by Chis and the 18,667 shares of the Company's Series D Preferred Stock held
by Chis for the total purchase price of $11,250,000. In conjunction with the Agreement, Chis resigned from any and all positions held
in the Company's wholly owned subsidiary, PCTI. Further, Chis agreed that upon her resignation and for a period of five years thereafter
(the "Restriction Period"), she shall not, directly or indirectly, solicit the employment of, assist in the soliciting of
the employment of, or hire any employee or officer of the Company, including those of any of its present or future subsidiaries, or induce
any person who is an employee, officer, agent, consultant or contractor of the Company to terminate such relationship with the Company.
Additionally, Chis agrees that during the Restriction Period, she shall not compete with the Company or PCTI anywhere worldwide or be
employed by any competitor of the Company.

 On
July 27, 2021, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation
of Series D Preferred Stock (the "Series D Amendment"). Under the terms of the Series D Amendment, 4,570 shares of the Company's
preferred stock will be designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall
not be entitled to receive dividends. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock
held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued
and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of shares
of Series D Convertible Preferred Stock being converted. Except as provided in the Series D Amendment or as otherwise required by law,
no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company
for their vote, waiver, release or other action. The Series D Convertible Preferred Stock shall not bear any liquidation rights. On July
28, 2021, the Company closed on a Stock and Warrant Purchase Agreement (the "Series D SPA"). Pursuant to the terms of Series
D SPA, an investor in exchange for $13,200,000 purchased one share of Series D Preferred Stock, and a warrant to acquire 3,236 shares
of Series D Preferred Stock. As of December 31, 2023, and 2022, there were 1,334 shares, respectively, of Series D Preferred Stock issued
and outstanding and warrants to purchase 3,236 shares of Series D Preferred Stock are outstanding as of December 31, 2023. Mr. Conway
owns 1,333 shares of Series D Preferred Stock as of December 31, 2023, and 2022.

 On
July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company's Series E Preferred Stock.
Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company's preferred stock have
been designated as Series E Preferred Stock. The holders of the Series E Convertible Preferred Stock shall not be entitled to receive
dividends. No holder of the Series E Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation
for their vote, waiver, release or other action, except as may be otherwise expressly required by law. At any time, the Corporation may
redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock ("Optional Redemption")
at $1,000 (one thousand dollars) per share. The shares of Series E Preferred Stock have not been registered under the Securities Act
of 1933 or the laws of any state of the United States and may not be transferred without such registration or an exemption from registration.
As of December 31, 2023, and 2022, there were -0- shares, respectively, of Series E Preferred Stock issued and outstanding.

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

the year ended December 31, 2023, the Company sold GHS 51,087,628 shares of common stock and received $205,443, net of offering costs.
During the year ended December 31, 2022, the Company sold to GHS 148,912,372 shares of common stock and received $1,141,514, net of offering
costs. As of January 23, 2023, the Company sold GHS 200,000,000 shares of common stock.

 On
January 18, 2023, the Company and GHS signed a Securities Purchase Agreement (the "2 nd GHS Purchase Agreement")
for the sale of up to One Hundred Fifty Million (150,000,000) shares of the Company's common stock to GHS. The terms and conditions
of the 2 nd GHS Purchase Agreement are similar to the terms and conditions of the 1 st GHS Purchase Agreement. During
the year ended December 31, 2023, the Company sold to GHS 71,717,774 shares of common stock and received $392,777 net of offering costs.

 On
May 2, 2023, the Company entered into an Equity Financing Agreement (the "Financing Agreement") and Registration Rights Agreement
(the "Registration Rights Agreement") with GHS. Under the terms of the Financing Agreement, GHS has agreed to provide the
Company with up to $10,000,000 of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of
the registration statement on July 19, 2023, the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares
of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled
to put to GHS in each put notice will not exceed two hundred fifty percent (250%) of the average of the daily trading dollar volume of
the Company's common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of
the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase,
and the Company may not put shares of the Company's common stock to GHS that would result in GHS's beneficial ownership equal l ing
more than 4.99% of the Company's outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of
the lowest daily volume weighted average price of the Company's common stock for the ten (10) consecutive trading days preceding
the date on which the applicable put is delivered to GHS. No put will be made in an amount equal l ing less than $10,000 or greater than
$750,000. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration
statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares. During the year ended December
31, 2023, the Company sold to GHS 587,432,649 shares of common stock and received $1,230,04 3 net of offering costs. From January 1, 2024, through April 16, 2024, the Company sold GHS 425,975,373 shares of common stock for proceeds
of $416,696 net of offering costs.

 Discontinued
Operations

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

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

 Business
Overview

 Ozop
Energy Systems

 OES
operates in the renewable, electric vehicle ("EV"), energy storage and energy resiliency sectors. We are engaged in multiple
business lines that include project development as well as equipment distribution. Our solar and energy storage projects involve battery
and solar photovoltaics (PV) installations.

 Equipment
Distributor: OES operates in the component supply/distribution side of the renewable, resiliency and energy storage industries
distributing the core components associated with residential and commercial solar PV systems as well as onsite battery storage and power
generation. In April 2021, the Company signed a five- year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for
office and warehouse space to support the sales and distribution of our west coast operations. On February 22, 2023, with an effective
date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the "Sublease") with the landlord
and a third party for the office and warehouse in Carlsbad California. Pursuant to the Sublease agreement, the third party will be responsible
for all of the Company's lease obligations through May 31, 2026, the lease termination date. The Company and the subleasee have
agreed to work together regarding any existing Company inventory in the facility. OES currently is focused on solar panel sales to other
distributors and large installation companies.

 Modular
Energy Distribution System: The Neo-Grid TM System comprises of the design engineering, installation, and operational
methodologies as well as the financial arbitrage of how we produce, capture and distribute electrical energy for the EV markets. OES
has acquired the license rights to the Neo-Grid TM System, a proprietary system (patent pending), for the capture and
distribution of electrical energy for the EV market. The Neo-Grid TM System will serve both the private auto
and the commercial sectors. The exponential growth of the EV industry has been accelerated by the recent major commitments of most of
the major car manufacturers. Our Neo-Grid TM System leverages this accelerated
growth by offering (1) charging locations that can be installed with reduced delays, restricted areas or load limits and (2) EV charger
electricity that is produced from renewable sources claiming little to no carbon footprint.

 OES
has developed a business plan for the Neo-Grid TM System for the distribution of electrical energy providing a solution
to the inevitable stress to the existing grid infrastructure. The Company has completed its' research and development of the Neo-Grid TM
 System as well as completed the first set of engineered technical drawings. This first stage of the engineered technical
drawings allows us to move forward with stage two, as well as to begin to construct the first prototype or proof of concept, ("PoC").
Our PoC design is partially reliant on auto manufacturers establishing standardizations of the actual charging/discharging protocols
of the batteries such as on-board inverters as well as bi-directional capabilities in electric vehicles, which have only recently been
established. As the market growth rate of EV's continues to rise, the stress on the existing grid-tied infrastructure shows the
need for the continued development of our Neo-Grid TM System solution.

 OZOP
Plus

 On
August 19, 2021, the Company formed Ozop Capital Partners, Inc. ("Ozop Capital"), a Delaware corporation and a wholly owned
subsidiary of the Company. On October 29, 2021, EV Insurance Company, Inc. ("EVCO") was formed as a captive insurer that
reinsures in the State of Delaware. EVCO (DBA "OZOP Plus") is a wholly owned subsidiary of Ozop Capital. EVCO has agreements
with others whereby the battery premium associated with any EV VSC will be ceded to EVCO. OZOP Plus markets vehicle service contracts
("VSC's") for electric vehicles (EV's) that offer consumers to be able to purchase additional months and miles
above the manufacturer's warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in the
energy market to offer unique and innovative services. Among EV owners' concerns are the EV battery repair and replacement costs,
range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear on additional components that EV vehicles
experience. Management believes that the OZOP Plus marketed VSC's will give "peace of mind" to the EV buyer.

 Ozop
Engineering and Design

 OED
was formed to become a premier engineering and lighting control design firm. OED offers product and design support for lighting and solar
projects with a focus on fast lead times and technical support. OED and our partners are able to offer the resources needed for lighting,
solar and electrical design projects. OED provides its' customers systems to coordinate the understanding of electrical usage with
the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs by working with architects,
engineers, facility managers, electrical contractors and engineers.

 Sales
and marketing

 The
Company markets its products through its websites as well as attending industry-specific trade shows. Additionally, OZOP Plus markets
the EV VSC in conjunction with Royal Administration Services, Inc. ("Royal") through Royal's agents and the Company
also will begin marketing the product through various third-party websites and portals for additional direct to consumer marketing to
EV owners. In April 2023, OED began marketing its' maintenance and support contract program, named Ozop Secure to existing customers
as well as through other distributors.

 Competition

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

 Employees

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

 ITEM
1A. RISK FACTORS

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

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 None.

 ITEM
2. PROPERTIES.

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

 On
April 14, 2021, the Company entered into a five-year lease which began on June 1, 2021, for approximately 8,100 square feet of office
and warehouse space in Carlsbad, California, expiring May 31, 2026. Initial lease payments of $13,148 began on June 1, 2021, and increase
by approximately 2.4% annually thereafter. On February 22, 2023, with an effective date of March 1, 2023, the Company entered into a
Sublease with the landlord and a third party for the office and warehouse in Carlsbad California. Pursuant to the Sublease agreement,
the third party will be responsible for all of the Company's lease obligations through May 31, 2026, the lease termination date.

 ITEM
3. LEGAL PROCEEDINGS.

 On
November 14, 2022, Ozop Energy Systems, Inc. filed a complaint in the Superior Court for County of San Diego, State of California, Ozop
Energy Systems, Inc. v. Serna, et al., Case No. 37-2022-00046102-CU-BT-NC, against five former employees, and a corporation owned
by two of those defendants, Your Home Solution Corp. ("YHS"), which asserts claims for (1) fraud and deceit; (2) breach of
duty of loyalty; (3) intentional interference with prospective economic advantage; (4) violation of Penal Code section 496; (5) violation
of Business and Professions Code section 17200, et. seq.; (6) and accounting. The Complaint alleges that the individual defendants, while
working for Ozop Energy Systems, Inc., illegally diverted customers and profits that belonged to Ozop Energy Systems, Inc. The Complaint
seeks damages in the form of past and future profits, restitution of compensation, and punitive damages.

 On April 4, 2024, the Company executed a Settlement
Agreement (the "Settlement") with its former employees (see Note 10) and Your Home Solutions Corp ("YHS"). YHS
and the former employees were all defendants (the "Defendants") in the Complaint. Pursuant to the terms of the Settlement,
the Defendants are to pay the Company $500,000 within 2 days of the Settlement (which was received as of April 5, 2024) and $625,000 on
or before sixty (60) days from the Settlement, In exchange, the Company agreed to release all Defendants from the lawsuit upon the final
and full payment of $1,125,000 and to deliver 11 containers of solar panels (see Note 10 and Note 17).

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

 ITEM
4. MINE SAFETY DISCLOSURES.

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 The
Company's common stock began trading on May 8, 2017, and currently trades on the OTC Pink Market under the symbol "OZSC."
The closing price of our common stock on April 15, 2024, was $0.0009.

 Holders

 As
of December 31, 2023, the Company had 5,481,513,400 shares of our common stock issued and outstanding held by 117 holders of record.

 Recent
Sales of Unregistered Securities

 The
following are all shares issued during the quarter ended December 31, 2023:

 On
October 13, 2023, the Company sold 47,972,885 shares to GHS at $0.001896 and received net proceeds of $88,112, after deducting transaction
and broker fees of $2,844.

 On
October 31, 2023, the Company sold 91,082,533 shares to GHS at $0.00152 and received net proceeds of $134,652, after deducting transaction
and broker fees of $3,794.

 On
November 15, 2023, the Company sold 86,675,954 shares to GHS at $0.00152 and received net proceeds of $128,088, after deducting transaction
and broker fees of $3,660.

 On
December 5, 2023, the Company sold 102,865,103 shares to GHS at $0.00136 and received net proceeds of $136,074, after deducting transaction
and broker fees of $3,823.

 On
December 20, 2023, the Company sold 95,210,645 shares to GHS at $0.00152 and received net proceeds of $140,801, after deducting transaction
and broker fees of $3,919.

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

 Dividends

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

 Securities
authorized for issuance under equity compensation plans

 None

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 OTHER
STOCKHOLDER MATTERS

 None.

 Item
6. Selected Financial Data

 Not
applicable to smaller reporting companies.

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

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

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

 THE
COMPANY

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

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

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

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

 OES
operates in the renewable, electric vehicle ("EV"), energy storage and energy resiliency sectors. We are engaged in multiple
business lines that include project development as well as equipment distribution. Our solar and energy storage projects involve battery
and solar photovoltaics (PV) installations.

 Equipment
Distributor: OES operates in the component supply/distribution side of the renewable, resiliency and energy storage industries
distributing the core components associated with residential and commercial solar PV systems as well as onsite battery storage and power
generation. In April 2021, the Company signed a five- year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for
office and warehouse space to support the sales and distribution of our west coast operations. On February 22, 2023, with an effective
date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the "Sublease") with the landlord
and a third party for the office and warehouse in Carlsbad California. Pursuant to the Sublease agreement, the third party will be responsible
for all of the Company's lease obligations through May 31, 2026, the lease termination date. The Company and the subleasee have
agreed to work together regarding any existing Company inventory in the facility. OES currently is focused on solar panel sales to other
distributors and large installation companies.

 Modular
Energy Distribution System: The Neo-Grid TM System comprises of the design engineering, installation, and operational
methodologies as well as the financial arbitrage of how we produce, capture and distribute electrical energy for the EV markets. OES
has acquired the license rights to the Neo-Grid TM System, a proprietary system (patent pending), for the capture and
distribution of electrical energy for the EV market. The Neo-Grid TM System will serve both the private auto
and the commercial sectors. The exponential growth of the EV industry has been accelerated by the recent major commitments of most of
the major car manufacturers. Our Neo-Grid TM System leverages this accelerated
growth by offering (1) charging locations that can be installed with reduced delays, restricted areas or load limits and (2) EV charger
electricity that is produced from renewable sources claiming little to no carbon footprint.

 OES
has developed a business plan for the Neo-Grid TM System for the distribution of electrical energy providing a solution
to the inevitable stress to the existing grid infrastructure. The Company has completed its' research and development of the Neo-Grid TM
 System as well as completed the first set of engineered technical drawings. This first stage of the engineered technical
drawings allows us to move forward with stage two, as well as to begin to construct the first prototype or proof of concept, ("PoC").
Our PoC design is partially reliant on auto manufacturers establishing standardizations of the actual charging/discharging protocols
of the batteries such as on-board inverters as well as bi-directional capabilities in electric vehicles, which have only recently been
established. As the market growth rate of EV's continues to rise, the stress on the existing grid-tied infrastructure shows the
need for the continued development of our Neo-Grid TM System solution.

 Ozop
Plus markets vehicle service contracts ("VSC's") for electric vehicles (EV's) that offer consumers to be able
to purchase additional months and miles above the manufacturer's warranty and to also bring added value to EV owners by utilizing
our partnerships and strengths in the energy market to offer unique and innovative services. Among EV owners' concerns are the
EV battery repair and replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear
on additional components that EV vehicles experience. Management believes that the Ozop Plus marketed VSC's will give "peace
of mind" to the EV buyer.

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

 Discontinued
Operations

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

 Results
of Operations for the years ended December 31, 2023, and 2022:

 Revenue

 For
the year ended December 31, 2023, the Company generated revenue of $4,760,705 compared to $16,629,450 for the year ended December 31,
2022. Revenues from Ozop Energy Systems, Inc. ("OES") are classified as sourced and distributed products. Ozop Engineering
and Design ("OED") operations began in the quarter ended June 30, 2022, and are classified as design and installation. Sales
are summarized as follows:

 2023

 2022

 Sourced and distributed products

 $
 4,544,855

 $
 16,537,350

 Design and installation

 215,850

 92,100

 Total

 $
 4,760,705

 $
 16,629,450

 Sales
of sourced and distributed products (solar product) were lower for the year ended December 31, 2023, compared to December 31, 2022. The
Company believes the lower revenues were due to higher interest rates affecting homeowners' ability and desire for residential
rooftop solar installations as well as competitors lowering their selling prices to try to capture a part of the lower demand. These
factors also resulted in our customers having excess inventory on hand and the cancellation of orders.

 Cost
of sales

 For
the years ended December 31, 2023, and 2022, the Company recognized $5,367,636 and $15,281,791, respectively, of cost of sales.

 2023

 2022

 Sourced and distributed products

 $
 3,871,658

 $
 15,281,791

 Inventory write down

 1,495,978

 -

 $
 5,367,636

 $
 15,281,791

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

 2023

 2022

 Gross margin (loss)

 (12.7
)%

 8.1
 %

 For
the year ended December 31, 2023, the decrease in gross margin compared to the year ended December 31, 2022, is a result of the $1,495,978
inventory write down.

 Operating
expenses

 Total
operating expenses for the years ended December 31, 2023, and 2022, were $5,644,981 and $5,959,344, respectively. The operating expenses
were comprised of:

 2023

 2022

 Management
 fees, related parties

 $

 $

 Stock-based
 compensation, other

 -0-

 136,249

 Termination
 costs

 1,755,082

 -0-

 Salaries,
 taxes, and benefits

 962,807

 1,303,265

 Professional
 and consulting fees

 1,002,560

 1,885,700

 Advertising
 and marketing

 64,616

 51,441

 Rent
 and office expenses

 151,941

 285,076

 Insurance

 232,637

 278,885

 General
 and administrative, Other

 515,338

 928,728

 Total

 $

 5,644,981

 $

 5,959,344

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

 There
was no stock-based compensation for the year ended December 31, 2023. Stock based compensation, other, for the year ended December
31, 2022, of $136,429 is comprised of the following:

 5,000,000
 shares of common stock issued in the aggregate to two employees pursuant to their offers of employment dated March 31, 2021. The
 shares were valued at $0.027 per share. During the year ended December 31, 2022, the Company included $135,000 in stock compensation
 expense.

 $1,249
 of amortization of stock compensation for shares issued in April 2021.

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

 Salaries,
taxes, and benefits decreased for the year ended December 31, 2023, compared to December 31, 2022. The decrease was a result of the termination
on November 1, 2022, of all Ozop Energy Systems California employees. The decrease was partially offset by Ozop Engineering and Design
("OED") and EV Insurance ("EV") company having employees for the full year in 2023 and OED beginning in April
2022, and EV in October 2022, respectively.

 2023

 2022

 Ozop
 Energy Systems

 $

 277,641

 $

 953,504

 Ozop
 Engineering and Design

 549,128

 314,586

 EV
 Insurance Company

 136,038

 35,175

 Total

 $

 962,807

 $

 1,303,265

 Ozop
Energy Systems currently has 2 employees with an aggregate annual salary of $204,000 and focused on the battery storage system, information
technology and general and administrative functions. The solar distribution of this vertical is being managed by our financial consultant
and the Company's CEO. OED currently has five employees with an aggregate annual compensation of $478,000 and a daily consultant
when needed. EV Insurance Company has one employee with annual compensation of $125,000.

 Professional
and consulting fees decreased for the year ended December 31, 2023, compared to the year ended December 31, 2022. The decrease is due
to the expiration of certain consulting contracts and accounting fees. These decreases were partially offset by increases in legal expenses
and auditing fees.

 Advertising
and marketing expenses increased for the year ended December 31, 2023, compared to December 31, 2022. The increases were related to website
development, lead generation costs, and trade show participation.

 Rent
and office expenses (including supplies, utilities, and internet costs) decreased for the year ended December 31, 2023, compared to the
year ended December 31, 2022. The decrease was a result that effective March 1, 2023, OES subleased the Carlsbad office and warehouse
to a third party.

 Insurance
expenses decreased for the year ended December 31, 2023, compared to the year ended December 31, 2022. The decrease was the result of
the termination of the west coast employees in November 2022, resulting in no health insurance and workers compensation expenses related
thereto. The decrease was reduced by the health insurance costs for OED for the full year ended December 31, 2023, compared to less than
a full year for the year ended December 31, 2022. The Company estimates that the monthly insurance expense to be approximately $20,000
per month.

 General and administrative expenses decreased from $928,728 for the year ended December 31, 2022, to $515,338 for
the year ended December 31, 2023. There were decreases in credit card fees of $130,384, building expenses of $144,998, investor relations
of $92,702, freight out of $79,251, and travel and meals and entertainment of $31,064. These decreases of $478,399 were partially offset
by increases in depreciation expense of $28,851 and other increases of $36,158.

 Other
Income (Expenses)

 Other
expense, net for the year ended December 31, 2023, was $1,139,220 compared to Other income, net, for the year ended December 31, 2022,
of $10,763,570 and were as follows.

 Year
ended

 2023

 2022

 Interest expense

 $
 4,351,333

 $
 8,438,861

 (Gain) loss on change in fair value of derivatives

 (3,212,113
)

 (19,202,431
)

 Total other expense (income), net

 $
 1,139,220

 $
 (10,763,570
)

 The
decrease in interest expense for the year ended December 31, 2023, is primarily a result of the amortization period of certain note discounts
that were completed in 2022. For the year ended December 31, 2023, the Company recognized gains on the change in the fair value of derivatives
less than the gains for the year ended December 31, 2022.

 Net
income (loss), attributable to the Company

 Net
loss attributable to the Company for the year ended December 31, 2023, was $7,369,681 compared to net income attributable to the Company
for the year ended December 31, 2022, of $6,025,812. The change was primarily a result of the gain on the change in fair value of derivatives
of $3,212,113 for the year ended December 31, 2023, compared to $19,202,431 for the year ended December 31, 2022. The loss for the year
ended December 31, 2023, also included the termination costs of $1,755,082 and inventory write down costs of $1,495,978.

 Liquidity
and Capital Resources

 The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had an accumulated deficit
of $218,670,480 and a working capital deficit of $27,002,353 (including derivative liabilities of $1,216,078). As of December 31, 2023,
the Company was in default of $3,315,000 plus accrued interest on debt instruments due to non-payment upon maturity dates. These factors,
among others, raise substantial doubt about the ability of the Company to continue as a going concern for one year from the date of the
issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from
the possible inability of the Company to continue as a going concern.

 Currently,
our current capital and our other existing resources will be sufficient to provide the working capital needed for our current business,
however, additional capital will be required to meet our debt obligations, and to further expand our business. We may be unable to obtain
the additional capital required. If we are unable to generate capital or raise additional funds when required, it will have a negative
impact on our business development and financial results. These conditions raise substantial doubt about our ability to continue as a
going concern as well as our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations.
This "going concern" could impair our ability to finance our operations through the sale of debt or equity securities. Management's
plans in regard to these factors are discussed in Note 2 to the consolidated financial statements filed herein.

 For
the year ended December 31, 2023, we primarily funded our business operations with the existing cash on hand as of January 1, 2023, and
$1,828,263 received from sales of common stock.

 As
of December 31, 2023, we had cash of $1,446,029 as compared to $1,369,210 as of December 31, 2022. As of December 31, 2023, we had
current liabilities of $29,782,234 (including $1,216,078 of non-cash derivative liabilities), compared to current assets of
$2,779,881, which resulted in a working capital deficit of $27,002,353. The current liabilities are comprised of accounts payable,
accrued expenses, convertible debt, derivative liabilities, lease obligations, deferred liability, notes payable and liabilities of
discontinued operations.

 Operating
Activities

 For
the year ended December 31, 2023, net cash used in operating activities was $799,282 compared to $8,599,296 for the year ended December
31, 2022. For the year ended December 31, 2023, our net cash used in operating activities was primarily attributable to the net loss
of $7,369,681, the gain on the change in fair value of derivatives of $3,212,113, and $250,000 of income on forfeited customer deposit,
adjusted by non-cash items of the termination expense of $1,755,082, interest expense of $1,465,518, the inventory write-down of $1,495,978
and amortization and depreciation of $230,134. Net changes of $5,107,251 in operating assets and liabilities reduced the cash used in
operating activities.

 For
the year ended December 31, 2022, our net cash used in operating activities was primarily attributable to the net income of $5,496,140,
adjusted by non- cash interest expense of $5,938,622, stock-based compensation of $136,249 and the non-cash expenses of amortization
and depreciation of $191,818. This was offset by the gain on the fair value changes in derivatives related to warrants and convertible
notes of $19,202,431. Net changes of $1,551,000 in operating assets and liabilities increased the cash used in operating activities.

 Investing
Activities

 For
the year ended December 31, 2023, the net cash used in investing activities was $2,162, compared to $65,202 for the year ended December
31, 2022.

 Financing
Activities

 For
the year ended December 31, 2023, the net cash provided by financing activities was $878,263, compared to $3,401,514 for the year ended
December 31, 2022. During the year ended December 31, 2023, we received $1,828,263, net of issuance costs, from the sales of common stock
to GHS, and we made payments of $950,000 for notes payable.

the year ended December 31, 2022, we received $2,510,000 of proceeds from the issuance of $3,020,000 promissory note and $1,141,514,
net of issuance costs, from the sales of common stock to GHS. During the year ended December 31, 2022, we made payments of $250,000 for
notes payable.

 Critical
Accounting Estimates

 Our
significant accounting policies are described in more details in the notes to our financial statements appearing elsewhere in this Annual
Report on Form 10-K. We believe the following accounting policies to be most critical to the judgement and estimates used in the preparation
of our financial statements:

 Use
of Estimates

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

 Convertible
Instruments

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

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

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

 The
Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment
standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current
fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

 OFF
BALANCE SHEET ARRANGEMENTS

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

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
required for smaller reporting companies.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 See
Index to Financial Statements and Financial Statement Schedules appearing on pages F1-F27 of this annual report on Form 10-K.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 A
review and evaluation was performed by the Company's management, including the Company's Chief Executive Officer (the "CEO")
and Chief Financial Officer (the "CFO"), as of the end of the period covered by this annual report on Form 10-K, of the effectiveness
of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this annual
report. Based on that review and evaluation, the CEO and CFO have concluded that as of December 31, 2023, disclosure controls and procedures
were not effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed,
summarized and reported as required in the application of SEC rules and forms.

 Management's
Report on Internal Controls over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a set of processes designed by,
or under the supervision of, a company's principal executive and principal financial officers, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
GAAP and includes those policies and procedures that:

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of our assets;

 Provide
 reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with
 GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
 could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that
any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

 Our
CEO and CFO have evaluated the effectiveness of our internal control over financial reporting as described in Exchange Act Rules 13a-15(e)
and 15d-15(e) as of the end of the period covered by this report based upon criteria established in "Internal Control-Integrated
Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). As a result of this
evaluation, we concluded that our internal control over financial reporting was not effective as of December 31, 2023, as described below.

 We
assessed the effectiveness of the Company's internal control over financial reporting as of evaluation date and identified the
following material weaknesses:

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

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

 Lack
of Audit Committee: We do not have a functioning audit committee, resulting in lack of independent oversight in the establishment
and monitoring of required internal controls and procedures.

 We
are committed to improving the internal controls and will (1) consider using third party specialists to address shortfalls in staffing
and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant
accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing additional
outside directors and audit committee members in the future.

 We
have discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of these material
weaknesses, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements
could occur that would not be prevented or detected.

 This
Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm
pursuant to the rules of the SEC that permit us to provide only management's report in this annual report.

 Changes
in Internal Control over Financial Reporting

 There
have been no changes in the Company's internal controls over financial reporting that have materially affected, or are reasonably
likely to materially affect, the Company's internal controls over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 OFF
BALANCE SHEET ARRANGEMENTS

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Identification
of directors and executive officers.

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

 Name

 Age

 Position

 Beginning

 Brian
 Conway

 Chief
 Executive Officer and Interim Chief Financial Officer

 February
 28, 2020

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

 Family
Relationships

 None

 Involvement
in Certain Legal Proceedings

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

 Corporate
Governance

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

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

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

 Code
of Ethics

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

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

 Act
 honestly and ethically in the performance of their duties at our company,

 Avoid
 actual or apparent conflicts of interest between personal and professional relationships,

 Provide
 full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submits to, the SEC and
 in other public communications by our company,

 Comply
 with rules and regulations of federal, state and local governments and other private and public regulatory agencies that effect the
 conduct of our business and our financial reporting,

 Act
 in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the member's
 independent judgment to be subordinated

 Respect
 the confidentiality of information in the course of work, except when authorized or legally obtained to disclosure such information,

 Share
 knowledge and maintain skills relevant to carrying out the member's duties within our company,

 Proactively
 promote ethical behavior as a responsible partner among peers and colleagues in the work environment and community,

 Achieve
 responsible use of and control over all assets and resources of our company entrusted to the member, and

 Promptly
 bring to the attention of the Chief Executive Officer any information concerning (a) significant deficiencies in the design or operating
 of internal controls which could adversely affect to record, process, summarize and report financial data or (b) any fraud, whether
 or not material, that involves management or other employees who have a significant role in our financial reporting or internal controls.

 Director
Independence

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

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

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

 Each
of our directors participates in the consideration of director nominees. In addition to nominees recommended by directors, our board
will consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for
director, whether recommended by shareholders or by the board, should be considered on the basis of all factors relevant to our needs
and the credentials of the candidate at the time the candidate is proposed. Such factors include relevant business and industry experience
and demonstrated character and judgment.

 Compliance
with Section 16(a) of the Securities Exchange Act of 1934

 Section
16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, persons who beneficially
own more than 10% of a registered class of the Company's equity securities, and certain other persons to file reports of ownership
and changes in ownership on Forms 3, 4 and 5 with the SEC, and to furnish the Company with copies of the forms. The Company does not
believe that all of its directors, executive officers and greater than 10% beneficial owners complied with all such filing requirements
during 2023.

 ITEM
11. EXECUTIVE COMPENSATION

 EXECUTIVE
COMPENSATION SUMMARY COMPENSATION TABLE

 The
following table sets forth information regarding compensation earned in or with respect to our fiscal years 2023 and 2022:

 (i)

 our
 principal executive officer or other individual serving in a similar capacity during the fiscal years 2023, and 2022;

 (ii)

 our
 two most highly compensated executive officers other than our principal executive officers who were serving as executive officers
 at December 31, 2023, and 2022, whose compensation exceed $100,000; and

 (iii)

 up
 to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as
 an executive officer at December 31, 2023. Compensation information is shown for the fiscal years ended December 31, 2023, and 2022:

 Name and
Principal Position

 Year

 Salary

 Bonus

 Stock
Awards

 Option
 Awards

 All Other
Compensation

 Total

 Brian P Conway (1)

 2023

 $

 $
 -

 $
 -

 $
 —

 $
 —

 $

 2022

 $
 840,000

 $
 250,000

 $
 -

 $
 —

 $
 —

 $

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

 Value of Initial Fixed $100 Investment Based on:

 Year

 Summary Compensation on Table Total for PEO

 Compensation Actually Paid to PEO

 Average Summary Compensation on Table Total for Non-PEO NEOs

 Average Compensation Actually Paid to Non-PEO NEOs

 Total Shareholder Return

 Total Shareholder Return of Peer Group

 Net Income (loss)

 2023

 $

 $

 $
 -

 $
 -

 -66.0
 %

 N/A

 $
 (7,369,681
)

 2022

 $

 $

 $
 -

 $
 -

 -84.7
 %

 N/A

 $

 2021

 $
 3,662,099

 $
 3,662,099

 $
 141,666

 $
 141,166

 353.6
 %

 N/A

 $
 (195,047,946
)

 2023
OPTION GRANTS

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

 OUTSTANDING
EQUITY AWARDS AT 2023 FISCAL YEAR-END

 There
were no outstanding equity awards for the years ended December 31, 2023, and 2022.

 EXECUTIVE
EMPLOYMENT AGREEMENTS

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

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

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

 DIRECTOR
COMPENSATION

 Director
Compensation Policies

 We
have not compensated our directors for their service on our Board from our inception through December 31, 2023. There are no arrangements
currently in place pursuant to which directors will be compensated in the future for any services provided as a director.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The
following table shows the beneficial ownership of the Company's shares as of April 16, 2024, (unless otherwise noted) by (i) each
person known by the Company to own beneficially more than 5% of the outstanding shares, (ii) each director and director nominee of the
Company, (iii) each executive officer of the Company named in the Summary Compensation Table (the "Named Executive Officers"
or "NEOs"), and (iv) all executive officers and directors of the Company as a group. The table includes shares that may be
acquired within 60 days of April 1, 2024, upon the exercise of stock options by employees or outside directors and shares of restricted
stock.

 Unless
otherwise indicated, each of the persons or entities listed below exercises sole voting and dispositive power over the shares that each
of them beneficially owns.

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

 Name and Title:

 Class of
 Security

 Amount of

 beneficial

 ownership

 Percent of
 Class (1)

 Executive Officers and Directors:

 Brian P Conway, CEO and Director (2)

 Common Stock

 2,584,687,913

 30.4
 %

 Series C Preferred Stock

 2,500

 100.0
 %

 Series D Preferred Stock

 1,333

 99.9
 %

 (1)
Percentages are based on 5,907,488,753 shares of the Company's common stock, 2,500 shares of Series C Preferred Stock and 1,334
shares of Series D Preferred stock issued and outstanding as of April 16, 2024. The voting rights associated with the Series C Preferred
Stock in the aggregate are equal to 67% of the total vote. Series C Preferred Stock has no conversion rights. Any holder may, at any
time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable
shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date
of conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock multiplied
by the number of Series D shares being converted. Series D Preferred Stock has no voting rights.

 (2)
Includes 1,333 shares of Series D Preferred Stock convertible into 2,584,687,913 shares of common stock.

 Item
13. Certain Relationships and Related Transactions

 For
the years ended December 31, 2023, and 2022, the Company recorded expenses to its officers of $960,000 and $1,090,000, respectively.

 Item
14. Principal Accountant Fees and Services

 The
following is a summary of the fees billed to us by Prager Metis CPAs LLC, our independent registered public accounting firm, for professional
services rendered for the fiscal years ended December 31, 2023, and 2022.

 2023

 2022

 Audit Fees (1)

 $
 125,000

 $
 87,500

 Total Fees

 $
 125,000

 $
 87,500

 (1)

 Audit
 Fees are fees paid for professional services rendered for the audit of the Company's annual consolidated financial statements,
 reviews of the Company's interim consolidated financial statements and statutory audit requirements at certain non-U.S. locations.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 (a)

 1.

 Financial
 Statements

 The
 financial statements and Reports of Independent Registered Public Accounting Firms are listed in the "Index to Financial Statements
 and Schedules" on page F-1 and included on pages F-2 to F-27.

 2.

 Financial
 Statement Schedules

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

 3.

 Exhibits
 (including those incorporated by reference).

 Exhibit
 No.

 Description

 2.1

 Share Exchange Agreement dated April 5, 2018 by and among Newmarkt Corp., the shareholders of Ozop Surgical, Inc., Ozop Surgical, Inc. and Denis Razvodovskij (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on April 19, 2018).

 2.2

 Stock Purchase Agreement dated June 26, 2020, by and among Ozop Surgical Corp., Power Conversion Technologies, Inc. and Catherine Chis (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 29, 2020).

 2.3

 Merger Agreement and Plan of Merger between Ozop Surgical Corp. and Ozop Surgical Name Change Subsidiary, Inc. (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on November 13, 2020).

 3.1

 Articles of Incorporation (Incorporated by reference to our General Form for Registration of Securities on Form S-1 filed on August 1, 2016)

 3.2

 Bylaws (Incorporated by reference to our General Form for Registration of Securities on Form S-1 filed on August 1, 2016)

 3.3

 Certificate of Amendment of Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on May 8, 2018 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on May 14, 2018).

 3.4

 Certificate of Designations for Series B Preferred Stock. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on April 2, 2019).

 3.5

 Amended and Restated Bylaws of Ozop Surgical Corp. adopted on May 22, 2019. (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on May 22, 2019).

 3.6

 Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on July 25, 2019. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on July 30, 2019).

 3.7

 Certificate of Designation of Series C Preferred Stock. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on September 24, 2019).

 3.8

 Certificate of Withdrawal of Series B Preferred Stock. (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on September 24, 2019).

 3.9

 Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on October 29, 2019. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on October 31, 2019).

 3.10

 Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on December 30, 2020, (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on December 31, 2019).

 3.11

 Amended and Restated Articles of Incorporation as filed with the Nevada Secretary of State on January 21, 2020. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on February 7, 2020).

 3.12

 Amended and Restated Certificate of Designation of Series C Preferred Stock. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on February 5, 2020).

 3.13

 Amendment to Certificate of Designation of Series C Preferred Stock dated July 7, 2020 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on July 10, 2020).

 3.14

 Certificate of Designation of Series D Preferred Stock dated July 7, 2020 (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed on July 10, 2020).

 3.15

 Certificate of Designation of Series E Preferred Stock dated July 7, 2020 (Incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K filed on July 10, 2020).

 3.16

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

 3.17

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

 3.18

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

 3.19

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

 10.1

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

 10.2+

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

 31.1*

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

 31.2*

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

 32.1*

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

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 Cover

 *
Filed herewith.

 +
Management contract or compensatory plan or arrangement.

 ITEM
16. FORM 10-K SUMMARY

 Not
applicable.

 Signatures

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Ozop
 Energy Solutions, Inc.

 By:

 /s/
 Brian P. Conway

 Brian
 P. Conway

 Chief
 Executive Officer

 Date:

 April
 12, 2024

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Brian P. Conway

 Brian
 P. Conway

 Chairman
 and Chief Executive Officer (principal executive officer)

 April
 16, 2024

 OZOP

 COSOLIDATED
FINANCIAL STATEMENTS

 Table
of Contents

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 237)

 Consolidated Balance Sheets as of December 31, 2023, and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023, and 2022

 Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2023, and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023, and 2022

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of

 Ozop
Energy Solutions, Inc.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Ozop Energy Solutions, Inc. (the "Company") as of December 31,
2023, and 2022, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the years ended
December 31, 2023 and 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion,
the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as
of December 31, 2023, and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022,
in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note
2 to the consolidated financial statements, as of December 31, 2023, the Company had an accumulated deficit of $218,670,480 and a working
capital deficit of $27,002,353 (including derivative liabilities of $1,216,078). As of December 31, 2023, the Company was in default
of $3,315,000 plus accrued interest on debt instruments due to non-payment upon maturity dates. These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also
described in Note 2 to the accompanying consolidated financial statements. The accompanying consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

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

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

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

 Critical
Audit Matter

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 /s/
 Prager Metis CPAs LLC

 We
have served as the Company's auditor since 2018

 Hackensack,
New Jersey

 April
16, 2024

 F- 2

 OZOP ENERGY SOLUTIONS, INC.

 CONSOLIDATED BALANCE SHEETS

 2023

 2022

 2023

 2022

 ASSETS

 Current Assets

 Cash

 $
 1,446,029

 $
 1,369,210

 Prepaid expenses

 75,103

 59,405

 Accounts receivable

 168,770

 173,151

 Inventory

 1,089,979

 3,601,026

 Vendor deposits

 -

 3,053,821

 Total Current Assets

 2,779,881

 8,256,613

 Operating lease right-of-use asset, net

 372,451

 507,706

 Property and equipment, net

 618,899

 711,615

 Other assets

 13,408

 13,408

 TOTAL ASSETS

 $
 3,784,639

 $
 9,489,342

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Liabilities

 Current Liabilities

 Accounts payable and accrued expenses

 $
 8,026,784

 $
 5,089,009

 Convertible notes payable

 25,000

 25,000

 Current portion of notes payable, net of discounts

 18,837,500

 4,447,605

 Customer deposits

 -

 250,000

 Derivative liabilities

 1,216,078

 4,314,270

 Operating lease liability, current portion

 147,993

 133,508

 Deferred liability

 490,495

 490,000

 Liabilities of discontinued operations

 1,038,384

 1,059,837

 Total Current Liabilities

 29,782,234

 15,809,229

 Long Term Liabilities

 Notes payable, net of discount

 284,203

 14,272,500

 Operating lease liability, net of current portion

 236,389

 384,382

 TOTAL LIABILITIES

 30,302,826

 30,466,111

 COMMITMENTS AND CONTINGENCIES

 -

 -

 Stockholders' Deficit

 Preferred stock ( 10,000,000 shares authorized, par value $ 0.001)

 Series C Preferred Stock ( 50,000 shares authorized and 2,500 shares issued and outstanding, par value
 $ 0.001)

 Series D Preferred Stock ( 4,570 shares authorized and 1,334 shares issued and
 outstanding, par value $ 0.001)

 Series E Preferred Stock ( 3,000 shares authorized, - 0 - issued and outstanding, par value $ 0.001)

 -

 -

 Preferred stock, value

 -

 -

 Common stock ( 6,990,000,000 shares authorized, par value $ 0.001; 5,481,513,400 and 4,771,275,349
 shares issued and outstanding as of December 31, 2023, and 2022, respectively)

 5,481,513

 4,771,275

 Treasury stock, at cost, 47,500 shares of Series C Preferred Stock and 18,667
 shares of Series D Preferred Stock

)

)

 Common stock to be issued; 637,755 shares

 Additional paid in capital

 198,704,849

 197,586,824

 Accumulated deficit

 ( 218,670,480
)

 ( 211,300,799
)

 Total Ozop Energy Solutions, Inc. stockholders' deficit

 ( 25,733,410
)

 ( 20,191,992
)

 Noncontrolling interest

)

)

 TOTAL STOCKHOLDERS' DEFICIT

 ( 26,518,187
)

 ( 20,976,769
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 3,784,639

 $
 9,489,342

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

 F- 3

 OZOP ENERGY SOLUTIONS, INC.

 CONSOLIDATED STATEMENTS OF OPERATIONS

 2023

 2022

 For the Year Ended December 31,

 2023

 2022

 Revenue

 $
 4,760,705

 $
 16,629,450

 Cost of goods sold

 5,367,636

 15,281,791

 Gross profit (loss)

 ( 606,931
)

 1,347,659

 Operating expenses:

 General and administrative, related parties

 Loss associated with early termination of vendor agreement

 1,755,082

 -

 General and administrative, other

 2,929,899

 4,869,344

 Total operating expenses

 5,644,981

 5,959,344

 Loss from continuing operations

 ( 6,251,912
)

 ( 4,611,685
)

 Other (income) expenses:

 Interest expense

 4,351,333

 8,438,861

 Gain on change in fair value of derivatives

 ( 3,212,113
)

 ( 19,202,431
)

 Total Other (Income) Expenses

 1,139,220

 ( 10,763,570
)

 Income (loss) from continuing operations before income taxes

 ( 7,391,132
)

 6,151,885

 Income tax provision

 -

 -

 Net income (loss) from continuing operations

 ( 7,391,132
)

 6,151,885

 Discontinued Operations:

 Loss on disposal of assets

 -

 ( 252,538
)

 Income (loss) from discontinued operations, net of tax

 ( 403,207
)

 Income (loss) from discontinued operations

 ( 655,745
)

 Net income (loss)

)

 5,496,140

 Less: net loss attributable to noncontrolling interest

 -

 ( 529,672
)

 Net income (loss) attributable to Ozop Energy Solutions, Inc.

 $
)

 $

 Income (loss) from continuing operations per share of common stock basic and
 fully diluted

 $
 ( 0.00
)

 $
 0.00

 Income (loss) from discontinued operations per share of common stock basic and
 fully diluted

 $
 0.00

 $
 ( 0.00
)

 Income (loss) per share basic and fully diluted

 $
 ( 0.00
)

 $
 0.00

 Weighted average shares outstanding

 Basic and diluted

 4,980,801,687

 4,661,316,460

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

 F- 4

 OZOP ENERGY SOLUTIONS, INC.

 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

 FOR THE YEAR ENDED DECEMBER 31, 2023

 Total

 Common stock to be issued

 Series C Preferred Stock

 Series D Preferred Stock

 Common Stock

 Treasury

 Additional

Paid-in

 Accumulated

 Noncontrolling

 Stockholders'

Equity

 Stock

 Capital

 Deficit

 Interest

 (Deficit)

 Balances January 1, 2023

 $

 2,500

 $

 1,334

 $

 4,771,275,349

 $
 4,771,275

 $
)

 $
 197,586,824

 $
 ( 211,300,799
)

 $
)

 $
 ( 20,976,769
)

 Issuance of shares of common stock sold, net of issuance costs of $ 58,230

 -

 -

 -

 -

 -

 -

 710,238,051

 710,238

 -

 1,118,025

 -

 -

 1,828,263

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

 -

)

 Balances December 31, 2023

 $

 2,500

 $

 1,334

 $

 5,481,513,400

 $
 5,481,513

 $
)

 $
 198,704,849

 $
 ( 218,670,480
)

 $
)

 $
 ( 26,518,187
)

 OZOP

 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

 FOR THE YEAR ENDED DECEMBER 31, 2022

 Stock

 Capital

 Deficit

 Interest

 (Deficit)

 Common stock to be issued

 Series C Preferred Stock

 Series D Preferred Stock

 Common Stock

 Treasury

 Additional

Paid-in

 Accumulated

 Noncontrolling

 Total

 Stockholders'

 Equity

 Stock

 Capital

 Deficit

 Interest

 (Deficit)

 Balances January 1, 2022

 $

 2,500

 $

 1,334

 $

 4,617,362,977

 $
 4,617,363

 $
)

 $
 196,464,222

 $
 ( 217,326,611
)

 $
 ( 255,105
)

 $
 ( 27,749,423
)

 Balance

 $

 2,500

 $

 1,334

 $

 4,617,362,977

 $
 4,617,363

 $
)

 $
 196,464,222

 $
 ( 217,326,611
)

 $
 ( 255,105
)

 $
 ( 27,749,423
)

 Issuance of common stock for services

 -

 -

 -

 -

 -

 -

 5,000,000

 5,000

 -

 130,000

 -

 -

 135,000

 Issuance of shares of common stock sold, net of issuance costs of $ 35,822

 -

 -

 -

 -

 -

 -

 148,912,372

 148,912

 -

 992,602

 -

 -

 1,141,514

 Net income (loss)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 529,672
)

 5,496,140

 Net income(loss)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 529,672
)

 5,496,140

 Balances December 31, 2022

 $

 2,500

 $

 1,334

 $

 4,771,275,349

 $
 4,771,275

 $
)

 $
 197,586,824

 $
 ( 211,300,799
)

 $
)

 $
 ( 20,976,769
)

 Balance

 $

 2,500

 $

 1,334

 $

 4,771,275,349

 $
 4,771,275

 $
)

 $
 197,586,824

 $
 ( 211,300,799
)

 $
)

 $
 ( 20,976,769
)

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

 F- 5

 OZOP

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2023

 2022

 For the Year Ended December 31,

 2023

 2022

 Cash flows from operating activities:

 Net income (loss) from continuing operations

 $
 ( 7,391,132
)

 $
 6,151,885

 Net income (loss) from discontinued operations

 ( 655,745
)

 Net income (loss)

)

 5,496,140

 Adjustments to reconcile net income (loss) to net cash used in operating activities

 Non-cash interest expense

 1,465,518

 5,938,622

 Amortization and depreciation

 230,134

 191,818

 Gain on fair value change of derivatives

 ( 3,212,113
)

 ( 19,202,431
)

 Inventory write-down

 1,495,978

 -

 Stock compensation expense

 -

 136,249

 Termination costs of vendor agreements

 1,755,082

 -

 Income on forfeited customer deposit

 ( 250,000
)

 -

 Changes in operating assets and liabilities:

 Accounts receivable

 4,381

 1,119,649

 Inventory

 1,015,069

 ( 2,812,916
)

 Prepaid expenses

 ( 15,699
)

 33,641

 Vendor deposits

 1,298,739

 ( 2,222,952
)

 Accounts payable and accrued expenses

 2,937,774

 2,275,175

 Deferred revenue

 -

 Operating lease liabilities

 ( 133,508
)

 ( 120,177
)

 Customer deposits

 -

 176,580

 Net cash used in continuing operations

 ( 777,831
)

 ( 8,990,602
)

 Net cash provided by (used in) discontinued operations

 ( 21,451
)

 391,306

 Net cash used in operating activities

 ( 799,282
)

 ( 8,599,296
)

 Cash flows from investing activities:

 Purchase of office and computer equipment

 ( 2,162
)

 ( 65,202
)

 Net cash used in investing activities

 ( 2,162
)

 ( 65,202
)

 Cash flows from financing activities:

 Proceeds from sale of common stock, net of costs

 1,828,263

 1,141,514

 Proceeds from issuances of notes payable

 -

 2,510,000

 Payments of principal of convertible note payable and notes payable

 ( 950,000
)

 ( 250,000
)

 Net cash provided by financing activities

 878,263

 3,401,514

 Net increase (decrease) in cash

 76,819

 ( 5,262,984
)

 Cash, Beginning of year

 1,369,210

 6,632,194

 Cash, End of year

 $
 1,446,029

 $
 1,369,210

 Supplemental disclosure of cash flow information:

 Cash paid for interest

 $
 -

 $
 245,565

 Cash paid for income taxes

 $
 -

 $
 -

 Schedule of non-cash Investing or Financing Activity:

 Original issue discount included in notes payable

 $
 -

 $
 250,000

 Reclass from prepaid expenses to fixed assets

 $
 -

 $
 600,000

 Issuance of common stock and preferred stock for consulting fees and compensation

 $
 -

 $
 136,249

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

 F- 6

 OZOP

 Notes
to Consolidated Financial Statements

 December
31, 2023

 NOTE
1 - ORGANIZATION

 Business

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

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

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

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

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

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

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

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

 NOTE
2 – GOING CONCERN AND MANAGEMENT'S PLANS

 The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had an accumulated deficit
of $ 218,670,480 and a working capital deficit of $ 27,002,353 (including derivative liabilities of $ 1,216,078). As of December 31, 2023,
the Company was in default of $ 3,315,000 plus accrued interest on debt instruments due to non-payment upon maturity dates. These factors,
among others, raise substantial doubt about the ability of the Company to continue as a going concern for one year from the date of the
issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from
the possible inability of the Company to continue as a going concern.

 F- 7

 Management's
Plans

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

 On
April 4, 2022, the Company, and GHS Investments LLC ("GHS"). signed a Securities Purchase Agreement (the "1 st
 GHS Purchase Agreement") for the sale of up to Two Hundred Million ( 200,000,000) shares of the Company's common stock
to GHS. We may sell shares of our common stock from time to time over a six (6)- month period ending October 4, 2022, at our sole discretion,
to GHS under the GHS Purchase Agreement. The purchase price shall be 85% of lowest VWAP for the ten (10) days preceding the Company's
notice to GHS for the sale of the Company's common stock. On April 8, 2022, the Company filed a Prospectus Supplement to the Registration
Statement dated October 14, 2021, regarding the GHS Purchase Agreement. On October 17, 2022, the Company and GHS extended the Maturity
Date to April 4, 2023. During the year ended December 31, 2022, the Company sold to GHS 148,912,372 shares of common stock and received
$ 1,141,514, net of offering costs. Subsequent to December 31, 2022, through January 23, 2023, the Company sold GHS 51,087,628 shares
of common stock for proceeds of $ 205,443, net of offering costs. As of January 23, 2023, the Company sold GHS 200,000,000 shares of common
stock.

 On
January 18, 2023, the Company and GHS. signed a Securities Purchase Agreement (the "2 nd GHS Purchase Agreement")
for the sale of up to One Hundred Fifty Million ( 150,000,000) shares of the Company's common stock to GHS. The terms and conditions
of the 2 nd GHS Purchase Agreement are similar to the terms and conditions of the 1 st GHS Purchase Agreement. As
of December 31, 2023, the Company has sold GHS 71,717,774 shares of common stock for proceeds of $ 392,777, net of offering costs.

 On
May 2, 2023, the Company entered into an Equity Financing Agreement (the "Financing Agreement") and Registration Rights
Agreement (the "Registration Rights Agreement") with GHS. Under the terms of the Financing Agreement, GHS has agreed to
provide the Company with up to $ 10,000,000
of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement
on July 19, 2023, the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock
based on the investment amount specified in each put notice. The
maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred fifty percent (250%)
of the average of the daily trading dollar volume of the Company's common stock during the ten (10) trading days preceding the
put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS
and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company's common stock to GHS
that would result in GHS's beneficial ownership equalling more than 4.99% of the Company's outstanding common stock. The
price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the
Company's common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered
to GHS. No put will be made in an amount equalling less than $10,000 or greater than $750,000. Puts may be delivered by the Company
to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on
which GHS has purchased an aggregate of $ 10,000,000
worth of put shares. During the year ended December 31, 2023, the Company sold to GHS 587,432,649
shares of common stock and received $ 1,230,043
net of offering costs. From January 1, 2024, through April 16, 2024, the Company sold GHS 425,975,373 shares of common stock for proceeds
of $ 416,696 net of offering costs.

 OES
operates in the renewable, electric vehicle ("EV"), energy storage and energy resiliency sectors. We are engaged in multiple
business lines that include project development as well as equipment distribution. Our solar and energy storage projects involve battery
and solar photovoltaics (PV) installations.

 F- 8

 Equipment
Distributor: OES operates in the component supply/distribution side of the renewable, resiliency and energy storage industries
distributing the core components associated with residential and commercial solar PV systems as well as onsite battery storage and power
generation. In April 2021, the Company signed a five - year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for
office and warehouse space to support the sales and distribution of our west coast operations. On February 22, 2023, with an effective
date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the "Sublease") with the landlord
and a third party for the office and warehouse in Carlsbad California. Pursuant to the Sublease agreement, the third party will be responsible
for all of the Company's lease obligations through May 31, 2026, the lease termination date. The Company and the subleasee have
agreed to work together regarding any existing Company inventory in the facility. OES currently is focused on solar panel sales to other
distributors and large installation companies.

 Modular
Energy Distribution System: The Neo-Grid TM System comprises of the design engineering, installation, and operational
methodologies as well as the financial arbitrage of how we produce, capture and distribute electrical energy for the EV markets. OES
has acquired the license rights to the Neo-Grid TM System, a proprietary system (patent pending), for the capture and
distribution of electrical energy for the EV market. The Neo-Grid TM System will serve both the private auto and the
commercial sectors. The exponential growth of the EV industry has been accelerated by the recent major commitments of most of the major
car manufacturers. Our Neo-Grid TM System leverages this accelerated growth by offering (1) charging locations that
can be installed with reduced delays, restricted areas or load limits and (2) EV charger electricity that is produced from renewable
sources claiming little to no carbon footprint.

 OES
has developed a business plan for the Neo-Grid TM System for the distribution of electrical energy providing a solution
to the inevitable stress to the existing grid infrastructure. The Company has completed its' research and development of the Neo-Grid TM
 System as well as completed the first set of engineered technical drawings. This first stage of the engineered technical drawings
allows us to move forward with stage two, as well as to begin to construct the first prototype or proof of concept, ("PoC").
Our PoC design is partially reliant on auto manufacturers establishing standardizations of the actual charging/discharging protocols
of the batteries such as on-board inverters as well as bi-directional capabilities in electric vehicles, which have only recently been
established. As the market growth rate of EV's continues to rise, the stress on the existing grid-tied infrastructure shows the
need for the continued development of our Neo-Grid TM System solution.

 Ozop
Plus markets vehicle service contracts ("VSC's") for electric vehicles (EV's) that offer consumers to be able
to purchase additional months and miles above the manufacturer's warranty and to also bring added value to EV owners by utilizing
our partnerships and strengths in the energy market to offer unique and innovative services. Among EV owners' concerns are the
EV battery repair and replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wear
on additional components that EV vehicles experience. Management believes that the Ozop Plus marketed VSC's will give "peace
of mind" to the EV buyer.

 In
 May 2022, the Company entered into an agreement with GS Administrators, Inc., a member of Houston-based GSFSGroup. Under the agreement,
 the Company will market GSFSGroup's EV VSC's in all states (except, California, Florida, Massachusetts, and Washington)
 to Ozop's network of new and used franchised dealerships and other eligible entities. In addition to acting as an agent for
 the marketing, Ozop also has the right to white label the product under its' Ozop Plus brand. Ozop's role won't
 be limited to marketing the product. GSFSGroup plans to tap into Ozop's experience relative to battery collection and disposal
 and has agreed to insurance risk sharing in connection with the insurance policies that back the VSC's. GSFSGroup is working
 on getting the approvals needed for the above four (4) states.

 On
 June 22, 2022, the Company entered into an Agent Agreement with Royal Administration Services, Inc. ("Royal"). Under
 the agreement, the Company will market Royal's EV VSC's and has the right to white label it under Ozop Plus. Royal has
 agreed to allow Ozop Plus on all VSC's, marketed by Royal and the Company, to assume all the risk related to the electric battery
 at an agreed upon premium. The battery premium is dependent on the consumer's selection of the duration of the VSC, the miles
 selected for coverage and the type of vehicle that the consumer has purchased, with a key component being the kWh size of the battery.
 These VSC's have a maximum of 10 years and 150,000 miles and cover new and used cars from model year 2017 and newer, and incudes
 hybrids from model year 2012 to new. Royal's VSCs are now effective in all 50 states.

 F- 9

 On
 October 13, 2022, EVCO entered into a Reinsurance Contract (the "Contract") with American Bankers Insurance Company of
 Florida ("ABIC" or the "Ceding Company"). Royal is the Administrator of the Contract. Pursuant to the terms
 of the Contract, ABIC will cede 100% of the battery coverage portion of all electric vehicle service contracts to EVCO. On the same
 date ABIC and EVCO also entered into a Trust Agreement, whereas EVCO as the reinsurer agrees to deposit an amount equal to unearned
 premium reserves, plus losses reported but unpaid, plus the estimated amount of losses incurred but not reported to the trust account.
 Permissible investments (with a maturity of no more than five (5) years) of the assets of the Trust account include:

 U.S.
 Treasury Securities

 Cash
 or cash instruments

 U.S
 agency issues

 Other
 investments as Ceding Company approves

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

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

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United
States of America ("US GAAP"). The consolidated financial statements include the accounts of the Company and the Company's
wholly owned subsidiaries Ozop Energy Systems, Inc., Ozop Capital Partners, Inc., Ozop Engineering and Design, Inc., Power Conversion
Technologies, Inc. ("PCTI"), Ozop LLC, Ozop HK and Spinus, LLC ("Spinus"). All intercompany accounts and transactions
have been eliminated in consolidation.

 Use
of Estimates

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

 F- 10

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments
are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured
limits. The Company has no cash equivalents at December 31, 2023, and 2022.

 Sales
Concentration and credit risk

 Following
is a summary of customers who accounted for more than ten percent (10%) of the Company's revenues for the years ended December
31, 2023, and 2022, and their accounts receivable balance as of December 31, 2023:

 SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR

 Sales %

 Year Ended

 Sales %

 Year Ended

 Accounts

 receivable

 balance

 Customer A

 -

 %

 $
 -

 Customer B

 %

 %

 $
 -

 Accounts
Receivable

 The
Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a
provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability
is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables,
based on evaluation of the collectability of the accounts and prior loss experience.

 Inventory

 Inventories
are valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs consist
of finished goods. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including
known trends, market conditions, currency exchange rates and other such issues. Based on current market conditions related to solar panels
including but not limited to reduced selling prices in the industry and the abundance of inventory supply in the market, management determined
that the net realizable value of certain of the Company's inventory required a lower of cost or market adjustment of $ 1,495,978
to the historical cost of inventory purchases for the year ended December 31, 2023. Finished goods inventories as of December 31, 2023,
and 2022, were $ 1,089,979 and $ 3,601,026, respectively.

 Purchase
concentration

 OES
purchases finished renewable energy products from its' suppliers. For the year ended December 31, 2023, there was one supplier
that accounted for 100 %. For the year ended December 31, 2022, there were two suppliers that accounted for 61 % and 16.3 %, respectively.
There are only a handful of major suppliers, and we currently have supply arrangements with some of those vendors. One of these vendors
requires a 20 % down payment with the balances due on shipment and delivery, while other vendors terms are due immediately prior to delivery.
We also buy product from other distributors if we are not able to purchase direct from the manufacturer. If we are unable to continue to use and/or find alternative suppliers, when we cannot
buy direct, it may have a material negative effect on our business.

 F- 11

 Property,
plant, and equipment

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

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

 SCHEDULE OF USEFUL LIFE OF PROPERTY AND EQUIPMENT ASSETS

 Building

 10 - 25
 years

 Office
 furniture and equipment

 3 - 5
 years

 Warehouse
 equipment

 years

 Revenue
Recognition

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

 For
contracts with customers, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon
shipment of a product to the customer or receipt of the product by the customer and without significant judgments. Any advance payments
are recorded as current liability until revenue is recognized.

 For
the periods covered herein, we did not have post shipment obligations such as training or installation, customer acceptance provisions,
credits and discounts, rebates and price protection, or other similar privileges.

 The
following table disaggregates our revenue by major source for the years ended December 31, 2023, and 2022:

 SCHEDULE
OF DISAGGREGATION OF REVENUE

 2023

 2022

 Years ended December 31,

 2023

 2022

 Sourced and distributed products

 $
 4,544,855

 $
 16,537,350

 OED Installations

 215,850

 92,100

 Total

 $
 4,760,705

 $
 16,629,450

 Revenues
from sourced and distributed products are purchased from suppliers as finished goods and the Company currently brings the finished goods
into a third-party warehouse to fill orders as well as to build inventory for future sales orders.

 Advertising
and Marketing Expenses

 The
Company expenses advertising and marketing costs as incurred. For the years ended December 31, 2023, and 2022, the Company recorded advertising
and marketing expenses of $ 64,616 and $ 51,441, respectively.

 Research
and Development

 Costs
and expenses that can be clearly identified as research and development are charged to expense as incurred. For the years ended December
31, 2023, and 2022, the Company recorded $ 6,865 and $- 0 - of research and development expenses, respectively.

 Convertible
Instruments

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

 F- 12

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

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

 The
Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment
standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current
fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

 Discontinued
Operations

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

 On
September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of
a discontinued operation. Accordingly, the operating results of PCTI are reported as net income (loss) from discontinued operations in
the accompanying consolidated financial statements for the years ended December 31, 2023, and 2022. For additional information, see Note
14- Discontinued Operations.

 Distinguishing
Liabilities from Equity

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

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

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

 F- 13

 Initial
Measurement

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

 Subsequent
Measurement – Financial Instruments Classified as Liabilities

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

 Fair
Value of Financial Instruments

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

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

 Level
 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.

 Level
 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets
 or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that
 are derived principally from or corroborated by observable market data by correlation or other means.

 Level
 3 - Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value.
 These assumptions are required to be consistent with market participant assumptions that are reasonably available.

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

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

 The
following table represents the Company's derivative instruments that are measured at fair value on a recurring basis as of December
31, 2023, and 2022, for each fair value hierarchy level:

 SCHEDULE OF DERIVATIVE INSTRUMENTS

 Derivative Liabilities

 Total

 Level I

 $
 -

 $
 -

 Level II

 $
 -

 $
 -

 Level III

 $
 1,216,078

 $
 1,216,078

 Derivative Liabilities

 Total

 Level I

 $
 -

 $
 -

 Level II

 $
 -

 $
 -

 Level III

 $
 4,314,270

 $
 4,314,270

 F- 14

 Leases

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

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

 Income
Taxes

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

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

 Segment
Policy

 The
Company has no reportable segments as it operates in one segment; renewable energy.

 Earnings
(Loss) Per Share

 The
Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share
is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted
earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents
and other potentially dilutive securities outstanding during the period. As of December 31, 2023, and 2022, the Company's dilutive
securities are convertible into approximately 9,749,983,678 and 8,332,973,619, respectively, shares of common stock. The following table
represents the classes of dilutive securities as of December 31, 2023, and 2022:

 SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

 Convertible preferred stock (1)

 8,222,270,100

 7,156,913,024

 Unexercised common stock purchase warrants (1)

 1,107,024,518

 1,047,024,518

 Convertible notes payable (1)

 41,132,251

 13,359,707

 Promissory notes payable (1)

 379,556,809

 115,676,370

 Total

 9,749,983,678

 8,332,973,619

 (1)

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

 F- 15

 Recent
Accounting Pronouncements

 In
August 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-06, Debt - Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity' Own Equity (Subtopic 815-40): Accounting for Convertible
Instruments and Contracts in an Entity' Own Equity ("ASU 2020-06"), which simplifies accounting for convertible instruments
by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required
for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation
in certain areas. The Company does not believe the adoption of the ASU will have a material impact on the Company's financial position,
results of operations or cash flows.

 Other
than the above, there have been no recent accounting pronouncements or changes in accounting pronouncements during the period ended December
31, 2023, that are of significance or potential significance to the Company.

 NOTE
4 – PROPERTY AND EQUIPMENT

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

 SCHEDULE OF PROPERTY AND EQUIPMENT

 Office equipment

 $
 224,733

 $
 222,571

 Building and building improvements

 600,000

 600,000

 Less: Accumulated Depreciation

 ( 205,834
)

 ( 110,956
)

 Property and Equipment, Net

 $
 618,899

 $
 711,615

 Depreciation
expense was $ 94,878 and $ 66,027 for the years ended December 31, 2023, and 2022, respectively.

 NOTE
5 - CONVERTIBLE NOTES PAYABLE

 On
July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due 15% convertible note issued by the Company on September
13, 2017. As of December 31, 2023, and 2022, the outstanding principal balance of this note was $ 25,000.

 NOTE
6 – DERIVATIVE LIABILITIES

 The
Company determined the conversion feature of the convertible notes, which all contain variable conversion rates, represented an embedded
derivative since the notes were convertible into a variable number of shares upon conversion. Accordingly, the notes are not considered
to be conventional debt under ASC 815 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative
liability.

 At
any given time, certain of the Company's embedded conversion features on debt and outstanding warrants may be treated as derivative
liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant
to SEC staff guidance that permits a sequencing approach based on the use of ASC 815-15-25 which provides guidance for contracts that
permit partial net share settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1)
earliest issuance date or (2) latest maturity date. Pursuant to the sequencing approach, the Company evaluates its contracts based upon
the latest maturity date.

 F- 16

 The
Company valued the derivative liabilities at December 31, 2023, and 2022, at $ 1,216,078
and $ 4,314,270,
respectively. For the derivative liability associated with convertible notes, the Company used the Monte Carlo simulation valuation model
with the following assumptions as of December 31, 2023, and 2022, risk free interest rates at 5.26 %
and 4.76 %,
respectively, and volatility of 48 %
and 71 %,
respectively. During the year ended December 31, 2023, the Company issued 60,000,000
 warrants in conjunction with the extension of
a note payable. The Company recorded a discount to notes payable of $ 113,921
 with the offset to derivative liabilities for
the initial fair value of the warrants based on the Black-Scholes option pricing model. The following assumptions were utilized in the
initial Black-Scholes valuation of issued warrants during the year ended December 31, 2023, risk free interest rate of 4.72 %,
volatility of 72 %,
and an exercise price of $ 0.0019.
During the year ended December 31, 2022, the Company issued 375,000,000
 warrants in conjunction with the extension of
certain notes payable. The Company recorded a discount to notes payable of $ 2,550,000
 with the offset to derivative liabilities for
the initial fair value of the warrants based on the Black-Scholes option pricing model. The following assumptions were utilized in the
initial Black-Scholes valuation of issued warrants during the year ended December 31, 2022, risk free interest rate of 4.45 %,
volatility of 509 %,
and an exercise price of $ 0.0067.

 The
following assumptions were utilized in the Black-Scholes valuation of outstanding warrants as of December 31, 2023, and 2022, risk free
interest rate of 4.3 % to 5.26 %, and 4.39 % to 4.73 %, respectively, volatility of 48 % to 99 %, and 109 % to 272 %, respectively, and exercise
prices of $ 0.0019 to $ 0.15.

 A
summary of the activity related to derivative liabilities for the years ended December 31, 2023, and 2022, is as follows:

 SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

 Derivative liabilities associated with warrants

 Derivative liabilities associated with convertible notes

 Total derivative liabilities

 Balance January 1, 2022

 $
 20,938,755

 $
 27,946

 $
 20,966,701

 Fair value of issuances during the year

 2,550,000

 -

 2,550,000

 Change in fair value

 ( 19,203,355
)

 ( 19,202,431
)

 Balance December 31, 2022

 4,285,400

 28,870

 4,314,270

 Fair value of issuances during the year

 113,921

 -

 113,921

 Change in fair value

 ( 3,212,245
)

 ( 3,212,113
)

 Balance December 31, 2023

 $
 1,187,076

 $
 29,002

 $
 1,216,078

 NOTE
7 – NOTES PAYABLE

 The
Company has the following note payables outstanding:

 SCHEDULE OF NOTES PAYABLE

 Note payable, interest at 8 %, matured January 5, 2020, in default

 $
 45,000

 $
 45,000

 Other, due on demand, interest at 6 %, currently in default

 50,000

 50,000

 Note payable $ 750,000 face value, interest at 12 %, matured August 24, 2021, in default

 375,000

 375,000

 Note payable $ 389,423 face value, interest at 15 %, matures November 6, 2025, net of discount of $ 105,220 (2023)

 284,203

 389,423

 Note payable $ 1,000,000 face value, interest at 12 %, matured November 13, 2021, in default

 1,000,000

 1,000,000

 Note payable $ 2,200,000 face value, interest at 15 %, matures October 31, 2024, net of discount of $ 141,667 (2023) and $ 311,667 (2022)

 2,058,333

 1,888,333

 Note payable $ 11,110,000 face value, interest at 15 %, matures October 31, 2024, net of discount of $ 708,333 (2023) and $ 1,558,333 (2022)

 10,401,667

 9,551,667

 Note payable $ 3,300,000 face value, interest at 15 %, matures October 31, 2024, net of discount of $ 212,500 (2023) and $ 467,500 (2022)

 3,087,500

 2,832,500

 Note payable $ 3,020,000 face value, matured March 31, 2023, net of discount of $- 0 - (2023) and $ 181,818 (2022), in default

 1,820,000

 2,588,182

 Sub- total notes payable, net of discount

 19,121,703

 18,720,105

 Less long-term portion, net of discount

 284,203

 14,272,500

 Current portion of notes payable, net of discount

 $
 18,837,500

 $
 4,447,605

 F- 17

 On
November 11, 2022, the Company entered into a non-interest bearing, $ 3,020,000
face value promissory note with a third-party lender with scheduled weekly payments and a maturity date of March
31, 2023. In exchange for the issuance of the $ 3,020,000
note, inclusive of an original issue discount of $ 250,000,
and the reclass of $ 260,000
from accounts and accrued expenses the Company received proceeds of $ 2,510,000
on November 11, 2022, from the lender. For the year ended December 31, 2022, amortization of the original issue discount of $ 68,182
was charged to interest expense. During the year ended December 31, 2022, the Company repaid $ 250,000
of the principal of the note. During the year ended December 31, 2023, the Company paid an additional $ 950,000
of principal and amortization of the original issue discount of $ 181,818 was charged to interest expense. As of December 31, 2023, and 2022 the outstanding principal balance of this note was 1,820,000
and as of December 31, 2022, $ 2,770,000
with a carrying value of $ 2,588,182,
net of unamortized discounts of $ 181,818.
The Company is in default on the weekly payments. The Company is currently in discussions with the lender regarding an extension of
the maturity date.

 On
December 7, 2021, the Company entered into a 12 %, $ 3,300,000 face value promissory note with a third- party lender with a maturity date
of December 7, 2022. In exchange for the issuance of the $ 3,300,000 note, inclusive of an original issue discount of $ 300,000, the Company
received proceeds of $ 3,000,000 on December 13, 2021, from the lender. In conjunction with the note, the Company issued a warrant to
purchase 75,000,000 shares of common stock at $ 0.039 per share (subject to adjustments) with an expiry date on the three- year anniversary
of the note. For the year ended December 31, 2022, amortization of the costs of $ 283,250, was charged to interest expense. The fair value
of the warrant calculated by the Black- Scholes option pricing method of $ 2,982,815 has been recorded as an initial debt discount and
an initial derivative liability of $ 2,982,815. For the year ended December 31, 2022, amortization of the warrant discount of $ 2,816,275,
was charged to interest expense. On October 31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest
rate was increased to 15 % per annum. The Company issued 75,000,000 warrants at an exercise price of $ 0.0067 and with an expiration of
October 31, 2025, in exchange for the extension. The warrants were valued at $ 510,000 by the Black-Scholes option pricing method and
will be amortized through the new maturity date of the note. The Company determined that this transaction was a modification of the existing
note. For the years ended December 31, 2023, and 2022, $ 255,000 and $ 42,500, respectively, was charged to interest expense. As of December
31, 2023, and 2022, the outstanding principal balance of this note was $ 3,300,000 with carrying values of $ 3,087,500 and $ 2,832,500,
respectively, net of unamortized discounts of $ 212,500 and $ 467,500, respectively.

 On
March 17, 2021, the Company entered into a 12 %, $ 11,110,000 face value promissory note with a third- party lender with a maturity date
of March 17, 2022. In exchange for the issuance of the $ 11,110,000 note, inclusive of an original issue discount of $ 1,000,000 and lender
costs of $ 110,000 the Company received proceeds of $ 10,000,000 on March 23, 2021, from the lender. In conjunction with the note, the
Company issued a warrant to purchase 250,000,000 shares of common stock at $ 0.13 per share (subject to adjustments) with an expiry date
on the three- year anniversary of the note. For the year ended December 31, 2022, amortization of the costs of $ 232,250 was charged to
interest expense. The fair value of the warrant calculated by the Black- Scholes option pricing method of $ 33,248,433 has been recorded
as an initial debt discount of $ 10,000,000, interest expense of $ 23,248,433 and initial derivative liability of $ 33,248,433. For the
year ended December 31, 2022, amortization of the warrant discount of $ 2,083,333 was charged to interest expense. On October 31, 2022,
the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15 % per annum. The Company issued
 250,000,000 warrants at an exercise price of $ 0.0067 and with an expiration of October 31, 2025, in exchange for the extension. The warrants
were valued at $ 1,700,000 by the Black-Scholes option pricing method and will be amortized through the new maturity date of the note.
The Company determined that this transaction was a modification of the existing note. For the years ended December 31, 2023, and 2022,
$ 850,000 and $ 141,667, respectively, was charged to interest expense. As of December 31, 2023, and 2022, the outstanding principal balance
of this note was $ 11,110,000 with a carrying value of $ 10,401,667 and $ 9,551,667, respectively, net of unamortized discounts of $ 708,333
and $ 1,558,333, respectively.

 F- 18

 On
February 9, 2021, the Company entered into a 12 %, $ 2,200,000 face value promissory note with a third- party lender with a maturity date
of February 9, 2022. In exchange for the issuance of the $ 2,200,000 note, inclusive of an original issue discount of $ 200,000 the Company
received proceeds of $ 2,000,000 on February 16, 2021, from the lender. In conjunction with the note, the Company issued a warrant to
purchase 50,000,000 shares of common stock at $ 0.15 per share (subject to adjustments) with an expiry date on the three- year anniversary
of the note. For the year ended December 31, 2022, amortization of the costs of $ 22,167 was charged to interest expense. The fair value
of the warrant calculated by the Black- Scholes option pricing method of $ 17,659,506 has been recorded as an initial debt discount of
$ 2,000,000, interest expense of $ 15,659,506 and initial derivative liability of $ 17,659,506. For the year ended December 31, 2022, amortization
of the warrant discount of $ 221,667, was charged to interest expense. On October 31, 2022, the maturity date of the note was extended
to October 31, 2024, and the interest rate was increased to 15 % per annum. The Company issued 50,000,000 warrants at an exercise price
of $ 0.0067 and with an expiration of October 31, 2025, in exchange for the extension. The warrants were valued at $ 340,000 by the Black-Scholes
option pricing method and will be amortized through the new maturity date of the note. The Company determined that this transaction was
a modification of the existing note. For the years ended December 31, 2023, and 2022, $ 170,000 and $ 28,333, respectively, was charged
to interest expense. As of December 31, 2023, and 2022, the outstanding principal balance of this note was $ 2,200,000 with a carrying
value of $ 2,058,333 and $ 1,888,333, respectively, net of unamortized discounts of $ 141,667 and $ 311,667, respectively.

 On
November 13, 2020, the Company entered into a 12 %, $ 1,000,000 face value promissory note with a third-party due November 13, 2021. Principal
payments shall be made in six instalments of $166,667 commencing 180 days from the issue date and continuing each 30 days thereafter
for 5 months and the final payment of principal and interest due on the maturity date. The Company received proceeds of $ 890,000 on November
20, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $ 110,000. In conjunction with this
note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 125,000,000 shares of common
stock at an exercise price of $ 0.008, subject to adjustments and expires on the five -year anniversary of the issue date. The warrants
issued resulted in a debt discount of $ 1,000,000. As of December 31, 2023, and 2022, the outstanding principal balance of this note was
$ 1,000,000. This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted
by law. As of December 31, 2023, and 2022, the accrued interest is $ 615,452 and $ 375,452, respectively. The Company is in discussions
with the lender regarding the extension of the maturity date of this note.

 On
November 6, 2020, the Company entered into a Settlement Agreement with the holder of $ 120,000 of convertible notes with accrued and unpaid
interest of $ 8,716 and a $ 210,000 Promissory Noted dated June 23, 2020, with accrued and unpaid interest of $ 15,707. The Company issued
a new 12 % Promissory Note with a face value of $ 389,423 and a maturity date of November 6, 2023, and is in default. In conjunction with
this settlement, the Company issued a warrant to purchase 60,000,000 shares of common stock at an exercise price of $ 0.0075, subject
to adjustments and expires on the five-year anniversary of the issue date. The Company analyzed the transaction and concluded that this
was a modification to the existing debt. The investor exercised the warrant on January 14, 2021. On November 6, 2023, the maturity date
of the note was extended to November 6, 2025, and the interest rate was increased to 15 % per annum. The Company issued 60,000,000 warrants
at an exercise price of $ 0.0019 and with an expiration of November 6, 2026, in exchange for the extension. The warrants were valued at
$ 113,921 by the Black-Scholes option pricing method and will be amortized through the new maturity date of the note. The Company determined
that this transaction was a modification of the existing note. For the year ended December 31, 2023, $ 8,701 was charged to interest
expense. As of December 31, 2023, and 2022, the outstanding principal balance of this note was $ 389,423 with a carrying value of $ 284,203
and $ 389,423, respectively, net of unamortized discount of $ 105,220 for the year ended December 31, 2023.

 F- 19

 On
August 24, 2020 (the "Issue Date"), the Company entered into a 12 %, $ 750,000 face value promissory note with a third-party
(the "Holder") due August 24, 2021 (the "Maturity Date"). Principal payments shall be made in six instalments
of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal
and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default,
as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into
fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement)
during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days
ending on the day preceding the conversion date. The Company received proceeds of $ 663,000 on August 25, 2020, and the Company reimbursed
the investor for expenses for legal fees and due diligence of $ 87,000. In conjunction with this Note, the Company issued 2 common stock
purchase warrants; each warrant entitles the Holder to purchase 122,950,819 shares of common stock at an exercise price of $ 0.0061, subject
to adjustments and expires on the five-year anniversary of the Issue Date. As of December 31, 2023, and 2022, the outstanding principal
balance of this note was $ 375,000. This note is in default and the interest rate from the date of default is the lesser of 24% or the
highest amount permitted by law. As of December 31, 2023, and 2022, the accrued interest is $ 270,247 and $ 180,247, respectively. The
Company is in discussions with the lender regarding the extension of the maturity date of this note.

 NOTE
8 – DEFERRED LIABILITY

 On
September 2, 2020, PCTI entered into an agreement with a third- party. Pursuant to the terms of the agreement, in exchange for $ 750,000,
PCTI agreed to pay the third-party a perpetual three percent ( 3 %) payment of revenues, as defined in the agreement. Payments are due
ninety (90) days after each calendar quarter, with the first payment due on or before March 31, 2021, for revenues for the quarter ending
December 31, 2020. On February 26, 2021, the agreement was assigned to Ozop and on March 4, 2021, the note was amended, whereby in exchange
for 175,000,000 shares of common stock, the royalty percentage was amended to 1.8 %.

 No
payments have been made and the Company is in default of the agreement. On November 11, 2022, the third-party and the Company agreed
to reduce the liability by $ 260,000
and add $ 260,000
to the promissory note issued on November 11, 2022. The deferred liability as of December 31, 2023, and 2022, on the consolidated
balance sheet is $ 490,495 and $ 490,000,
respectively.

 NOTE
9 – RELATED PARTY TRANSACTIONS

 Employment
Agreement

 On
July 10, 2020, pursuant to the PCTI transaction, the Company assumed an employment contract entered into on February 28, 2020, between
the Company and Mr. Conway (the "Employment Agreement"). Mr. Conway's compensation as adjusted was $ 20,000 per month,
and effective September 1, 2021, Mr. Conway received $ 10,000 per month from Ozop Capital. Effective January 1, 2022, the Company entered
into a new employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway received a $ 250,000 contract renewal bonus and
will receive annual compensation of $ 240,000 from the Company and will also be eligible to receive bonuses and equity grants at the discretion
of the BOD. The Company also agreed to compensate Mr. Conway for services provided directly to any of the Company's subsidiaries.
Ozop Capital increased Mr. Conway's compensation to $ 20,000 per month in January 2022, OES began compensating Mr. Conway $ 20,000
in March 2022, and OED began compensating Mr. Conway $ 20,000 per month beginning in April 2022.

 Management
Fees and related party payables

 For
the years ended December 31, 2023, and 2022, the Company recorded expenses to its officers in the following amounts:

 SCHEDULE OF EXPENSES TO OFFICERS

 2023

 2022

 2023

 2022

 CEO, parent

 $

 $
 840,000

 CEO, parent-bonus

 -

 250,000

 Total

 $

 $

 F- 20

 NOTE
10 – COMMITMENTS AND CONTINGENCIES

 Agreements

 On
September 1, 2021, Ozop Capital entered into an advisory agreement (the "RMA Agreement") with Risk Management Advisors, Inc.
("RMA"). Pursuant to the terms of the RMA Agreement, RMA will assist Ozop Capital in analyzing, structuring, and coordinating
Ozop Capital's participation in a captive insurance company. RMA will coordinate legal, accounting, tax, actuarial and other services
necessary to implement the Company's participation in a captive insurance company, including, but not limited to, the preparation
of an actuarial feasibility study, filing of all required regulatory applications, domicile selection, structural selection, and coordination
of the preparation of legal documentation. In connection with the services listed above, Ozop Capital agreed to pay $ 50,000 and to issue
$ 50,000 of shares of restricted common stock. One-half of the cash and stock were due upon the signing of the RMA Agreement. Accordingly,
RMA received $ 25,000 and 452,080 shares of restricted common stock of the Company in September 2021. The balance of the cash and stock
became due on October 29, 2021, upon the issuance of the captive insurance company's certificate of authority from the state of
Delaware. The Company has paid the $ 25,000 balance and recorded 637,755 shares of common stock to be issued.

 On
April 13, 2021, the Company agreed to engage PJN Strategies, LLC ("PJN") as a consultant. Pursuant to the agreement, the
Company agreed to compensate PJN $ 20,000 per month. Effective September 1, 2021, a new agreement was entered into between PJN and Ozop
Capital. Pursuant to the terms of the one-year agreement Ozop Capital agreed to compensate PJN $ 84,000 per month. For the years ended
December 31, 2023, and 2022, the Company recorded $- 0 - and $ 756,000, respectively, of consulting expenses.

 On
March 30, 2021, OES hired 2 individuals as Co-Directors of Sales. Pursuant to their respective offers of employment, the Company agreed
to an annual salary of $ 130,000 with a signing bonus of $ 20,000 for each and to issue each 2,500,000 shares of restricted common stock
upon the execution of the agreements and every 90 days thereafter for the first year as long as the employee is still employed. The Company
valued the initial shares at $ 0.092 per share (the market price of the common stock on the date of the agreement). On July 1, 2021, the
Company issued each of the Co-Directors the 2,500,000 shares due after the first ninety days of employment. The shares were valued at
$ 0.0745 per share (the market price of the common stock on the date of the issuance). On October 1, 2021, the Company issued each of
the Co-Directors the 2,500,000 shares due after the first one hundred eighty days of employment. The shares were valued at $ 0.0445 per
share (the market price of the common stock on the date of the issuance). On January 14, 2022, the Company issued each of the Co-Directors
their final 2,500,000 shares due. The shares were valued at $ 0.027 per share (the market price of the common stock on the date of the
issuance), and $ 135,000 is included in stock-based compensation expense for the year ended December 31, 2022. One of the individuals
resigned on January 24, 2022, and the other was terminated for cause on November 3, 2022.

 On
March 15, 2021, the Company entered into a consulting agreement with Aurora Enterprises ("Aurora"). Mr. Steven Martello is
a principal of Aurora. Pursuant to the agreement Mr. Martello will provide strategic analysis regarding existing markets and revenue
streams as well as the development of new lines of revenue. The Company agreed to a monthly retainer fee of $ 10,000 and to issue to Aurora
or their designee 5,000,000 shares of restricted common stock. The shares were issued in April 2021. Aurora designated the shares to
be issued to Pegasus Partners, Inc. The Company valued the shares at $ 0.1392 per share (the market price of the common stock on the date
of the agreement). Effective September 30, 2022, Mr. Martello was no longer providing consulting services to the Company. For the years
ended December 31, 2023, and 2022, the Company has recorded $- 0 - and $ 90,000, respectively.

 F- 21

 On
January 6, 2021, the Company entered into a consulting agreement with Ezra Green to begin on February 8, 2021. The Company agreed to
issue 10,000,000 shares of restricted common stock to Mr. Green and to a monthly fee of $ 2,500. The Company valued the shares at $ 0.0076
per share (the market price of the common stock on the date of the agreement), and $ 76,000 was recorded as deferred stock-based compensation,
to be amortized over the one-year term of the agreement. Effective April 1, 2021, the agreement was amended to $ 10,000 per month. Effective
June 30, 2022, Mr. Green was no longer providing consulting services to the Company. For the years ended December 31, 2023, and 2022,
the Company recorded consulting expenses of $- 0 - and $ 60,000, respectively.

 On
March 4, 2019, the Company entered into a Separation Agreement (the "Separation Agreement") with Salman J. Chaudhry, pursuant
to which the Company agreed to pay Mr. Chaudry $ 227,200 (the "Outstanding Fees") in certain increments as set forth in the
Separation Agreement. As of December 31, 2023, and 2022, the balance owed Mr. Chaudhry is $ 162,085.

 On
September 2, 2020, PCTI entered into an Agreement with a third-party. Pursuant to the terms of the agreement, in exchange for $ 750,000,
 PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the agreement. On February 26, 2021,
the agreement was assigned to Ozop and on March 4, 2021, the agreement was amended, whereby in exchange for 175,000,000 shares of common
stock, the royalty percentage was amended to 1.8 % (see Note 8). As of December 31, 2023, and 2022, the Company has recorded $ 243,272,
respectively, and is included in accounts payable and accrued expenses on the consolidated balance sheet presented herein.

 Legal
matters

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

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

 On
April 4, 2024, the Company executed a Settlement Agreement (the "Settlement") with its former employees and Your Home Solutions
Corp ("YHS"). YHS and the former employees were all defendants (the "Defendants") in the Complaint. Pursuant
to the terms of the Settlement, the Defendants are to pay the Company $ 500,000 within 2 days of the Settlement (which was received as
of April 5, 2024) and $ 625,000 on or before sixty (60) days from the Settlement, In exchange, the Company agreed to release all Defendants
from the lawsuit upon the final and full payment of $ 1,125,000 and to deliver 11 containers of solar panels (see Note 17).

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

 NOTE
11– STOCKHOLDERS' EQUITY

 Common
stock

the year ended December 31, 2023, the Company issued 710,238,051 shares of common stock and received net proceeds of $ 1,828,263 after
issuance costs of $ 58,230.

the year ended December 31, 2022, the Company issued 148,912,372 shares of common stock and received net proceeds of $ 1,141,514 after
issuance costs of $ 35,822. The Company also issued 5,000,000 shares of restricted common stock in the aggregate for services.

 F- 22

 Preferred
stock

 As
of December 31, 2023, 10,000,000 shares have been authorized as preferred stock, par value $ 0.001 (the "Preferred Stock"),
which such Preferred Stock shall be issuable in such series, and with such designations, rights and preferences as the Board of Directors
may determine from time to time.

 Series
C Preferred Stock

 On
July 7, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company's Series
C Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company's
preferred remain designated as Series C Preferred Stock. The holders of Series C Preferred Stock have no conversion rights and no dividend
rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately
as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote. As of December
31, 2023, and 2022, there were 2,500 shares of Series C Preferred Stock issued and outstanding and the shares are held by Mr. Conway.

 Series
D Preferred Stock

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

 On
July 27, 2021, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation
of Series D Preferred Stock (the "Series D Amendment"). Under the terms of the Series D Amendment, 4,570 shares of the Company's
preferred stock will be designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall
not be entitled to receive dividends. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock
held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued
and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of authorized
shares of Series D Convertible Preferred Stock and multiply that result by the number of shares of Series D Convertible Preferred Stock
being converted. Except as provided in the Series D Amendment or as otherwise required by law, no holder of the Series D Convertible
Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release
or other action. The Series D Convertible Preferred Stock shall not bear any liquidation rights. On July 28, 2021, the Company closed
on a Stock and Warrant Purchase Agreement (the "Series D SPA"). Pursuant to the terms of Series D SPA, an investor in exchange
for $ 13,200,000 purchased one share of Series D Preferred Stock, and a warrant to acquire 3,236 shares of Series D Preferred Stock. As
of December 31, 2023, and 2022, there were 1,334 shares, respectively, of Series D Preferred Stock issued and outstanding and a warrant
to purchase 3,236 shares of Series D Preferred Stock are outstanding as of December 31, 2023, and 2022.

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

 i.

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

 ii.

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

 a.

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

 F- 23

 Series
E Preferred Stock

 On
July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company's Series E Preferred Stock.
Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company's preferred stock have
been designated as Series E Preferred Stock. The holders of the Series E Convertible Preferred Stock shall not be entitled to receive
dividends. No holder of the Series E Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation
for their vote, waiver, release or other action, except as may be otherwise expressly required by law. At any time, the Corporation may
redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock ("Optional Redemption")
at $ 1,000 (one thousand dollars) per share. The shares of Series E Preferred Stock have not been registered under the Securities Act
of 1933 or the laws of any state of the United States and may not be transferred without such registration or an exemption from registration.
As of December 31, 2023, and 2022, there were - 0 - shares of Series E Preferred Stock issued and outstanding, respectively.

 NOTE
12 – NONCONTROLLING INTEREST

 On
August 19, 2021, the Company formed Ozop Capital. The Company initially owned 51 % with PJN Holdings, LLC ("PJN") owning 49 %.
Brian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop Capital. The Company presents
interest held by noncontrolling interest holders within noncontrolling interest in the consolidated financial statements. On September
13, 2022, there was a change in the ownership percentages, as PJN returned 490,000 shares, representing their 49 % ownership. As of that
date, Ozop Capital is a wholly owned subsidiary of the Company. For the year ended December 31, 2022, Ozop Capital incurred losses of
$ 1,217,911, of which $ 529,672, is the loss attributed to the noncontrolling interest for the year ending December 31, 2022. As of December
31, 2023, and 2022, the accumulative noncontrolling interest is $ 784,777, respectively.

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

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

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

 F- 24

 Right-of-
use assets are summarized below:

 SCHEDULE OF RIGHT-OF-USE ASSETS

 Office and warehouse lease

 $
 702,888

 $
 702,888

 Less: Accumulated amortization

 ( 330,437
)

 ( 195,182
)

 Right-of-use assets, net

 $
 372,451

 $
 507,706

 Operating
lease liabilities are summarized as follows:

 SCHEDULE OF OPERATING LEASE LIABILITIES

 Lease liability

 $
 384,382

 $
 517,890

 Less current portion

 ( 147,993
)

 ( 133,508
)

 Long term portion

 $
 236,389

 $
 384,382

 Maturity
of lease liabilities are as follows:

 SCHEDULE OF MATURITY OF LEASE LIABILITIES

 For the year ending December 31, 2024

 $
 171,840

 For the year ending December 31, 2025

 175,942

 For the year ended December 31, 2026

 74,030

 Total

 $
 421,812

 Less: present value discount

 ( 37,430
)

 Lease liability

 $
 384,382

 The Company
recorded $ 33,218 and $ 196,939 operating lease expense for the years ended December 31, 2023, and 2022, respectively.

 NOTE
14 – DISCONTINUED OPERATIONS

 On
September 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of
a discontinued operation. Accordingly, the operating results of PCTI are reported as a loss from discontinued operations in the accompanying
consolidated financial statements for the years ended December 31, 2023, and 2022. On October 3, 2022, PCTI filed a Voluntary Petition
for Non- Individuals Filing for Bankruptcy. On November 30, 2022, the Trustee filed a Notice of Abandonment of Estate Property, as it
is over encumbered by the secured creditors. No objections were filed, and as such the inventory and equipment is now considered abandoned
to the secured creditors to do with what they wish. In March 2023, the Trustee declared this a no-asset case and closed the bankruptcy.

 The
results of operations of this component, for all periods, are separately reported as "discontinued operations". A reconciliation
of the major classes of line items constituting the income (loss) from discontinued operations, net of income taxes as is presented in
the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023, and 2022 are summarized below:

 SCHEDULE OF LOSS FROM DISCONTINUED OPERATIONS

 Year ended December 31,

 2023

 2022

 Revenues

 $

 $
 286,401

 Cost of goods sold

 -

 259,828

 Gross profit

 26,573

 Operating expenses

 -

 406,518

 Loss on disposal of assets

 -

 252,538

 Interest expense

 -

 23,262

 Income (loss) from discontinued operations

 $

 $
 ( 655,745
)

 F- 25

 There
are no assets as of December 31, 2023, and 2022, as the secured lender has taken possession. Liabilities of discontinued operations are
separately reported as of December 31, 2023, and 2022. All liabilities are classified
as current. The following tables present the reconciliation of carrying amounts of the major classes of liabilities of the Company classified
as discontinued operations in the consolidated balance sheets at December 31, 2023, and 2022:

 Current
liabilities

 Year ended December 31,

 2023

 2022

 Accounts payable and accrued liabilities

 $
 445,565

 $
 445,565

 Current portion of notes payable

 589,246

 589,246

 Operating lease liability

 -

 3,575

 Deferred revenues

 3,573

 Total current liabilities of discontinued operations

 $
 1,038,384

 $
 1,059,837

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

 The
Company wrote off the book value of the inventory of $ 237,091 and fixed assets of $ 15,447 during the year ended December 31, 2022, with
the offset to Loss on Disposal of Assets of Discontinued Operations. Included in the Current portion of notes payable are the principal
balances of Huntington's LOC of $ 344,166 and Term Loan of $ 134,681. Accrued interest and fees on the LOC and Term Loan debt $ 54,256
is included in accounts payable and accrued liabilities.

 NOTE
15 - INCOME TAXES

 The
Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach
in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement
and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires
the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely- than
not that some or all of the deferred tax assets will not be realized.

 In
assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the
realization of deferred tax assets. Based upon the historical and anticipated future income, management has determined that the deferred
tax assets do not meet the more-likely-than-not threshold for realizability. Accordingly, there is a full valuation allowance provided
against the Company's deferred tax assets as of December 31, 2023, and 2022.

 A
reconciliation of the provision for income taxes determined at the U.S. statutory rate to the Company's effective income tax rate
is as follows:

 SCHEDULE OF PROVISION FOR INCOME TAXES

 Year Ended December 31,

 2023

 2022

 Pre-tax income (loss)

 $
)

 $

 U.S. federal corporate income tax rate

 %

 %

 Expected U.S. income tax (credit)

 ( 1,547,633
)

 1,265,421

 Permanent differences

 315,938

 ( 2,756,788
)

 Change of valuation allowance

 1,231,695

 1,491,367

 Effective tax expense

 $
 —

 $
 —

 F- 26

 The
Company had deferred tax assets as follows:

 SCHEDULE OF DEFERRED TAX ASSETS

 Net operating losses carried forward

 $
 4,932,713

 $
 3,701,018

 Less: Valuation allowance

 ( 4,932,713
)

 ( 3,701,018
)

 Net deferred tax assets

 $
 —

 $
 —

 As
of December 31, 2023, the Company has approximately $ 23,489,000 net operating loss carryforwards available to reduce future taxable income.
As of December 31, 2023, and 2022, the Company has no material unrecognized tax benefits which would favourably affect the effective income
tax rate in future periods and does not believe that there will be any significant increases or decreases of unrecognized tax benefits
within the next twelve months. No interest or penalties relating to income tax matters have been imposed on the Company during the years
ended December 31, 2023, and 2022, and no provision for interest and penalties is deemed necessary as of December 31, 2023, and 2022.

 NOTE
16 – LOSS ASSOCIATED WITH EARLY TERMINATION OF VENDOR AGREEMENT

 In
November 2022, the Company issued a purchase order for 80 containers of solar panels to VSUN Solar USA, Inc. ("VSUN"), based
solely on an order the Company received from a customer at that time. The Company had remitted a deposit to VSUN of $ 2,395,768 in
November 2022. Because of market conditions that began to deteriorate in early 2023 in the residential solar PV market and VSUN's
refusal to negotiate a price that would enable Ozop to realize a profit on the order, the customer eventually cancelled the order in
June 2023. VSUN had already shipped 40 containers out of total 80 containers to the US and the remaining 40 containers of products have
not been produced by September 30, 2023. The general terms and conditions of the purchase order allowed Ozop 30 days free storage, and
to be charged storage fees after the 30 days.

 On
November 6, 2023, the Company and VSUN entered into a Termination Agreement (the "TA") after negotiation. Pursuant to the
TA, the parties agreed to cancel the remaining unpaid and/or not fully executed purchase orders the Company issued to VSUN, and to apply
part of the vendor deposits (totaling $ 2,525,102 paid to VSUN) to unpaid storage fees of $ 556,884 and to a termination fee
of $ 1,198,198. The combined amount of storage fees and termination fee of $ 1,755,082 is classified separately as Loss associated
with early termination of vendor agreement on the consolidated statements of operations for the year ended December 31, 2023. The remaining
balance of the deposit of $ 770,020 is received on November 17, 2023. In addition, VSUN shall retain the above 40 containers of products
in storage as a result of the early termination. The Company and VSUN shall not have any further obligations under the purchase orders
which shall be terminated, and the Company shall have no liability to VSUN and VSUN shall have no liability to the Company as a result
of or in connection with this termination.

 NOTE
17 – SUBSEQUENT EVENTS

 From
January 1, 2024, through April 16, 2024, the Company sold GHS 425,975,373 shares of common stock for proceeds of $ 416,696 net of offering
costs.

 On
April 4, 2024, the Company executed a Settlement Agreement (the "Settlement") with its former employees (see Note 10) and
Your Home Solutions Corp ("YHS"). YHS and the former employees were all defendants (the "Defendants") in the
Complaint. Pursuant to the terms of the Settlement, the Defendants are to pay the Company $ 500,000 within 2 days of the Settlement (which
was received as of April 5, 2024) and $ 625,000 on or before sixty (60) days from the Settlement, In exchange, the Company agreed to release
all Defendants from the lawsuit upon the final and full payment of $ 1,125,000 and to deliver 11 containers of solar panels.

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

 F- 27