UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933

OzopEnergy Solutions, Inc.

(Exactname of registrant as specified in its charter)

55Ronald Reagan Blvd.

Warwick,NY 10990

(877)785-6967

info@ozopenergy.com

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

ofregistrant’s principal executive offices)

Pleasesend copies of all communications to:

BRUNSONCHANDLER & JONES, PLLC

175South Main Street, Suite 1410

SaltLake City, Utah 84111

801-303-5772

chase@bcjlaw.com

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

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

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

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

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

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

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

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

PRELIMINARYPROSPECTUS SUBJECT TO COMPLETION DATED JANUARY___, 2023

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

OZOPENERGY SOLUTIONS, INC.

1,000,000,000Common Shares

Theselling stockholder identified in this prospectus may offer an indeterminate number of shares of its common stock, which will consistof up to 1,000,000,000 shares of common stock to be sold by GHS Investments LLC (“GHS”) pursuant to an Equity Financing Agreement(the “Financing Agreement”) dated May 2, 2023. If issued presently, the 1,000,000,000 shares of common stock registered forresale by GHS would represent 15.43% of our issued and outstanding shares of common stock as of January 5, 2024.

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

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

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

Ourcommon stock is traded on OTC Markets under the symbol “OZSC”. On January 8, 2024, the last reported sale price for our commonstock was $0.0018 per share.

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

Thisoffering is highly speculative, and these securities involve a high degree of risk and should be considered only by persons who can affordthe loss of their entire investment. See “Risk Factors” beginning on page 7. Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.

Thedate of this prospectus is ________________, 2024.

Tableof Contents

Thefollowing table of contents has been designed to help you find information contained in this prospectus. We encourage you to read theentire prospectus.

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

Inthis prospectus, “Ozop” the “Company,” “we,” “us,” and “our” refer to OzopEnergy Solutions, Inc., a Nevada corporation.

Item3. SUMMARY INFORMATION, RISK FACTORS, AND RATIO OF EARNINGS TO FIXED CHARGES

Youshould carefully read all information in the prospectus, including the financial statements and their explanatory notes under the FinancialStatements prior to making an investment decision.

CorporateBackground

OzopEnergy Solutions, Inc. (the” Company,” “we,” “us” or “our”) was originally incorporatedas Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada. On October 29, 2020, the Company formed a new wholly ownedsubsidiary, Ozop Surgical Name Change Subsidiary, Inc., a Nevada corporation (“Merger Sub”). The Merger Sub was formed underthe 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 filedArticles 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 purposeand effect of the filing of Articles of Merger was to change the name of the Company to “Ozop Energy Solutions, Inc.”

OzopEnergy Systems Overview

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

OESis actively engaged in the renewable, electric vehicle (“EV”), energy storage and energy resiliency sectors. On April 15,2021, OES signed a five-year lease beginning June 1, 2021, for approximately 8,100 SF in California. We are engaged in multiple businesslines that include Project Development as well as Equipment Distribution. Our solar and energy storage projects involve large-scale batteryand solar photovoltaics (PV) installations. The utility-scale storage business is based on an arbitrage business model in which we installmultiple 1+ megawatt batteries, charge them with off-peak grid electricity under contract with the utility, then sell the power backduring peak load hours at a premium, as dictated by prevailing electricity tariffs.

SolarPV: Our PV business model involves the design and construction of electrical generating PV systems that can resell power to theutilities or be used for off grid use as part of our developing Neo-Grids solution. The Neo-Grids proprietary program, patent pending,was developed for the off-grid distribution of electricity to reduce the rates, fees and charges currently burdening the EV Chargingand residential carport sectors. It will also reduce the lengthy permitting processes and streamline the installations.

ElectricVehicle Chargers: The Neo-Grids, patent pending, is comprised of the design, engineering, installation, and operational methodologiesas well as the financial arbitrage of how we produce, capture and distribute electrical energy for the EV markets. Neo-Grids will serveboth the private auto and the commercial sectors. OES has license rights to the proprietary “flow” that was filed with theUnited States Patent and Trademark Office in March 2021. The exponential growth of the EV industry has been accelerated by the recentmajor commitments of most of the major car manufacturers. Our Neo-Grids business model leverages this accelerated growth by offering(1) charging locations that can be installed at a significant discount to utility-tied installations and (2) EV charger electricity thatis both renewable and less expensive than comparable grid supplied power as offered by local suppliers.

OEShas developed a business plan for the Neo Grids distribution solution that is being executed now and will be coming out of Research andDevelopment for proof of concept in Q4 2021. Having identified several manufacturers and established a supply line for EV chargers, wehave entered into agreements for EV charger installations as part of this proof of concept and plan to service them under multi-yearagreements.

EquipmentDistributor: OES has entered the component supply/distribution side of the renewable, resiliency and energy storage industriesdistributing the core components associated with commercial solar PV systems as well as onsite battery storage and power generation.The components we are distributing include PV panels, solar inverters, solar mounting systems, stationary batteries, onsite generatorsand other associated electrical equipment and components that are all manufactured by multiple companies, both domestic and international.These core products are sourced from management-developed relationships and are distributed through our existing network and our in-housesales team.

OESmanagement has decades of experience in the renewable, storage and resilient energy businesses and associated markets, which includebut are not limited to project finance, project development, equipment finance, construction, utility protocol, regulatory policy andtechnology assessment.

WhereYou Can Find Us

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

GHSEquity Financing Agreement and Registration Rights Agreement

Summaryof the Offering

FinancialSummary

Thetables and information below are derived from our consolidated financial statements for the twelve months ended December 31, 2022 and2021.

Statementof Operations

RISKFACTORS

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

SpecialInformation Regarding Forward-Looking Statements

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

RisksRelated to Our Business and Industry

Readersshould carefully consider the risks and uncertainties described below.

Ourfailure to successfully address the risks and uncertainties described below would have a material adverse effect on our business, financialcondition and/or results of operations, and the trading price of our common stock may decline and investors may lose all or part of theirinvestment. We cannot assure you that we will successfully address these risks or other unknown risks that may affect our business.

Asan enterprise engaged in the development of new technology, our business is inherently risky. Our common shares are considered speculativeduring the development of our new business operations. Prospective investors should carefully consider the risk factors set out below.

Businessinterruptions, including any interruptions resulting from COVID-19, could significantly disrupt our operations and could have a materialadverse impact on us if the situation continues.

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

Theextent to which the coronavirus impacts our operations or those of our third-party partners will depend on future developments, whichare highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emergeconcerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Any such disruptionsor losses we incur could have a material adverse effect on our financial results and our ability to conduct business as expected.

TheCompany always maintains the ability for team members to work virtually.

Weneed to continue as a going concern if our business is to succeed.

Ourindependent registered public accounting firm reports on our audited financial statements for the years ended December 31, 2022, and2021, indicate that there are a number of factors that raise substantial risks about our ability to continue as a going concern. Suchfactors identified in the report are our accumulated deficit since inception, our failure to attain profitable operations, the excessof liabilities over assets, and our dependence upon obtaining adequate additional financing to pay our liabilities. If we are not ableto continue as a going concern, investors could lose their investments.

Becauseof the unique difficulties and uncertainties inherent in technology development, we face a risk of business failure.

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

Productdevelopment involves significant time and expense and can be uncertain.

Thedevelopment of technology and products for OES is costly, complex and time-consuming. Any investment into product development often involvesa long wait until a return, if any, is achieved on such investment. We continue to make significant investments in research and developmentrelating to our technology and products. Investments in new technology and processes are inherently speculative.

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

Ourbusiness plan calls for significant expenses in connection with developing our OES systems and paying our current obligations. The Companywill require additional financing to execute its business plan through raising additional capital and/or revenue. Obtaining additionalfinancing is subject to a number of factors, including investor acceptance of OES technology and current financial condition as wellas general market conditions. These factors affect the timing, amount, terms or conditions of additional financing unavailable to us.And if additional financing is not arranged, the Company faces the risk of going out of business. The Company’s management is currentlyengaged in actively pursuing multiple financing options in order to obtain the capital necessary to execute the Company’s businessplan. There is no history upon which to base any assumption as to the likelihood we will prove successful, and we can provide investorswith no assurance that we will achieve profitable operations. If we are unsuccessful in addressing these risks, our business will mostlikely fail.

Successfultechnical development of our products does not guarantee successful commercialization.

Wemay successfully complete the technical development for one or all of our product development programs, but still fail to develop a commerciallysuccessful product for a number of reasons, including among others the following:

Oursuccess in the market for the products we develop will depend largely on our ability to prove our products’ capabilities. Upondemonstration, our products and/or technology may not have the capabilities they were designed to have or that we believed they wouldhave. Furthermore, even if we do successfully demonstrate our products’ capabilities, potential customers may be more comfortabledoing business with a larger, more established, more proven company than us. Moreover, competing products may prevent us from gainingwide market acceptance of our products. Significant revenue from new product investments may not be achieved for a number of years, ifat all.

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

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

Othercompanies may claim that we infringe their intellectual property, which could materially increase our costs and harm our ability to generatefuture revenue and profit.

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

Thenature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnity.

Wedevelop and sell products where insurance or indemnification may not be available, including designing and developing products usingadvanced and unproven technologies in solar and electric vehicle charging applications that are intended to operate in a variety of situations.Failure of certain of our products could result in loss of life or property damage. Certain products may raise questions with respectto issues of privacy rights, civil liberties, intellectual property, trespass, conversion and similar concepts, which may raise new legalissues. Indemnification to cover potential claims or liabilities resulting from a failure of technologies developed or deployed may beavailable in certain circumstances but not in others. We are not able to maintain insurance to protect against all operational risksand uncertainties. Substantial claims resulting from an accident, failure of our product, or liability arising from our products in excessof any indemnity or insurance coverage (or for which indemnity or insurance is not available or was not obtained) could harm our financialcondition, cash flows, and operating results. Any accident, even if fully covered or insured, could negatively affect our reputationamong our customers and the public, and make it more difficult for us to compete effectively.

Ifwe are unable to recruit and retain key management, technical and sales personnel, our business would be negatively affected.

Forour business to be successful, we need to attract and retain highly qualified technical, management and sales personnel. The failureto recruit additional key personnel when needed with specific qualifications and on acceptable terms or to retain good relationshipswith our partners might impede our ability to continue to develop, commercialize and sell our products. To the extent the demand forskilled personnel exceeds supply, we could experience higher labor, recruiting and training costs in order to attract and retain suchemployees. We face competition for qualified personnel from other companies with significantly more resources available to them and thusmay not be able to attract the level of personnel needed for our business to succeed.

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

Althoughwe believe that solar energy will experience widespread adoption in those applications where it competes economically with traditionalforms of energy without any support programs, in certain markets our net sales and profits remain subject to variability based on theavailability and size of government subsidies and economic incentives. Federal, state, and local governmental bodies in many states haveprovided subsidies in the form of rebates, tax incentives, and other incentives to end users. Many of these support programs expire,phase out over time, require renewal by the applicable authority, or may be amended. To the extent these support programs are reducedearlier than previously expected or are changed retroactively, such changes could negatively impact demand and/or price levels for oursolar modules and systems, lead to a reduction in our net sales, and adversely impact our operating results.

Severalof our key products are either single-sourced or sourced from a limited number of suppliers, and their failure to perform could causedelays and impair our ability to deliver solar modules to customers in the required quality and quantities and at a price that is profitableto us.

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

Wemay be unable to profitably provide new product offerings or achieve sufficient market penetration with such offerings.

Wemay expand our portfolio of offerings to include solutions that build upon our core competencies but for which we have not had significanthistorical experience, including variations in our traditional product offerings or other offerings related to commercial and industrialcustomers. We cannot be certain that we will be able to ascertain and allocate the appropriate financial and human resources necessaryto grow these business areas. We could invest capital into growing these businesses but fail to address market or customer needs or otherwisenot experience a satisfactory level of financial return. Also, in expanding into these areas, we may be competing against companies thatpreviously have not been significant competitors, such as companies that currently have substantially more experience than we do in theresidential, commercial and industrial, or other targeted offerings. If we are unable to achieve growth in these areas, our overall growthand financial performance may be limited relative to our competitors and our operating results could be adversely impacted.

Materialweaknesses in our internal control over financing reporting may, until remedied, cause errors in our financial statements or cause ourfilings with the SEC to not be timely.

TheCompany believes that material weaknesses exist in our internal control over financial reporting as of December 31, 2022, including thoserelated to (i) our internal audit functions and (ii) a lack of segregation of duties within accounting functions. If our internal controlover financial reporting or disclosure controls and procedures are not effective, there may be errors in our financial statements thatcould require a restatement or our filings may not be timely made with the SEC. We intend to implement additional corporate governanceand control measures to strengthen our control environment as we are able, but we may not achieve our desired objectives. Moreover, nocontrol environment, no matter how well designed and operated, can prevent or detect all errors or fraud. We may identify material weaknessesand control deficiencies in our internal control over financial reporting in the future that may require remediation and could lead investorslosing confidence in our reported financial information, which could lead to a decline in our stock price.

Wecannot guarantee continued sales of our products or services.

Wecannot provide any assurance that our products and services will sell or continue to sell at rates they have historically. Our productsand services may become less attractive compared to competing products and services, and our business would be harmed.

Wemay be unable to effectively implement our business model and expand.

Ourbusiness model and growth and marketing strategy is predicated on its ability to introduce our products and services to the market. Wecannot assure that we will be able to execute our business plan, introducing our products and services into new markets, that customerswill embrace our products compared to competing products and services already well established in those markets, that any of the targetmarkets will adopt our products and services, or that prospective customers will agree to pay the prices for our products and servicesin those new markets we plan to charge. In the event prospective customers resist our products and services and paying the prices wewill charge, the Company’s business, financial condition, and results of operations will be materially and adversely affected.

Wemay incur significant debt to finance our operations.

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

TheCompany has not established consistent methods for determining the consideration paid to management.

Theconsideration being paid by the Company to its CEO, Mr. Conway, has not been determined based on arm’s length negotiation. Whilemanagement believes that Mr. Conway’s current compensation arrangement is fair for the work being performed, there is no assurancethat the consideration to management reflects the true market value of his services. Additionally, in the future, the Company may grantnet profits interests to its executive officers in addition to stock options, which may further dilute shareholders’ ownershipof the Company.

Thereis no guarantee that the Company will pay dividends to its shareholders.

TheCompany does not anticipate declaring and paying dividends to its shareholders in the near future. It is the Company’s currentintention to apply net earnings, if any, in the foreseeable future to increasing its capital base and marketing. Prospective investorsseeking or needing dividend income or liquidity should therefore not purchase the Shares. There can be no assurance that the Companywill ever have sufficient earnings to declare and pay dividends to the holders of the Company’s Common Stock, and in any event,a decision to declare and pay dividends is at the sole discretion of the Company’s Board of Directors.

Managementcannot guarantee that its relationship with the Company does not create conflicts of interest.

Therelationship of management and its affiliates to the Company could create conflicts of interest. While management has a fiduciary dutyto the Company, it also determines its compensation from the Company. Management’s compensation from the Company has not been determinedpursuant to arm’s-length negotiation.

TheCompany may sustain losses that cannot be recovered through insurance or other preventative measures.

Thereis no assurance that the Company will not incur uninsured liabilities and losses as a result of the conduct of its business. The Companyplans to maintain comprehensive liability and property insurance at customary levels. The Company will also evaluate the availabilityand cost of business interruption insurance. However, should uninsured losses occur, the Shareholders could lose their invested capital.

Wemay be subject to liabilities that are not readily identifiable at this time.

TheCompany may have liabilities to affiliated or unaffiliated lenders. These liabilities would represent fixed costs we would be requiredto be pay, regardless of the level of business or profitability experienced by the Company. There is no assurance that the Company willbe able to pay all of its liabilities. Furthermore, the Company is always subject to the risk of litigation from customers, suppliers,employees, and others. Litigation can cause the Company to incur substantial expenses and, if cases are lost, judgments, and awards canadd to the Company’s costs.

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

Unanticipatedcosts may force the Company to obtain additional capital or financing from other sources or may cause the Company to lose its entireinvestment in the Company if it is unable to obtain the additional funds necessary to implement its business plan. There is no assurancethat the Company will be able to obtain sufficient capital to implement its business plan successfully. If a greater investment is requiredin the business because of cost overruns, the probability of earning a profit or a return of shareholder investment in the Company isdiminished.

TheCompany will rely on management to execute the business plan and manage the Company’s affairs.

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

Thereis no assurance the Company will always have adequate capital to conduct its business.

TheCompany will have limited capital available to it. If the Company’s entire original capital is fully expended and additional costscannot be funded from borrowings or capital from other sources, then the Company’s financial condition, results of operations andbusiness performance would be materially adversely affected.

TheCompany is required to indemnify its directors and officers.

TheCompany’s Bylaws provide that the Company will indemnify its officers and directors to the maximum extent permitted by Nevada law.If the Company were called upon to indemnify an officer or director, then the portion of its assets expended for such a purpose wouldreduce the amount otherwise available for the Company’s business.

Wemay encounter difficulties managing any growth, and if we are unable to do so, our business, financial condition and results of operationsmay be adversely affected.

Ifwe are able to successfully launch our apps and websites, as our operations grow, the simultaneous management of development, productionand commercialization across our target markets will become increasingly complex and may result in less than optimal allocation of managementand other administrative resources, increase our operating expenses and harm our operating results.

Ourability to effectively manage our operations, growth and various projects across our target markets will require us to make additionalinvestments in our infrastructure to continue to improve our operational, financial and management controls and our reporting systemsand procedures and to attract and retain sufficient numbers of talented employees, which we may be unable to do effectively. We may beunable to successfully manage our expenses in the future, which may negatively impact our gross margins or operating margins in any particularquarter.

RisksRelated to Our Intellectual Property

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

Thirdparties may sue us for intellectual property infringement, which, if successful, could disrupt our business, cause us to pay significantdamage awards or require us to pay licensing fees. We may also be required to pay penalties, judgments, royalties or significant settlementcosts. If we fail or are unable to develop non-infringing technology our business could suffer.

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

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

RisksRelating to Our Common Stock

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

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

Becausethe Company is a “smaller reporting company,” we may take advantage of certain scaled disclosures available to us, resultingin holders of our securities receiving less Company information than they would receive from a public company that is not a smaller reportingcompany.

Weare a “smaller reporting company” as defined in the Exchange Act. As a smaller reporting company, we may take advantage ofcertain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosuresfor so long as (i) our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last businessday of our second fiscal quarter, or (ii) our annual revenue is less than $100 million during the most recently completed fiscal yearand our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of oursecond fiscal quarter. To the extent we take advantage of any reduced disclosure obligations, it may make it harder for investors toanalyze the Company’s results of operations and financial prospectus in comparison with other public companies.

Tofund its operations, the Company may conduct further offerings in the future, in which case our common stock will be diluted.

Tofund its business operations, the Company anticipates continuing to rely on sales of its securities, which may include common stock,preferred stock, convertible debt and/or warrants convertible or exercisable into shares of common stock. Common stock may be issuedin return for additional funds or upon conversion or exercise of outstanding convertible debentures or warrants. If additional commonstock is issued, the price per share of the common stock could be lower than the price paid by existing holders of common stock, andthe percentage interest in the Company of those shareholders will be lower. This result is referred to as “dilution,” whichcould result in a reduction in the per share value of your shares of common stock. The Company’s failure or inability to raisecapital when needed or on terms acceptable to the Company and our shareholders could have a material adverse effect on the Company’sbusiness, financial condition and results of operations and would also have a negative adverse effect on the price of our common stock.

TheCompany may utilize debt financing to fund its operations.

Ifthe Company undertakes debt financing to fund its operations, the financing may involve significant restrictive covenants. In addition,there can be no assurance that such financing will be available on terms satisfactory to the Company, if at all. The Company’sfailure or inability to obtain financing when needed or on terms acceptable to the Company and our shareholders could have a materialadverse effect on the Company’s business, financial condition and results of operations and would also have a negative adverseeffect on the price of our common stock.

Thetrading price of our common stock may fluctuate significantly.

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

Inaddition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a substantialimpact on the trading price of securities issued by many companies. The changes frequently occur irrespective of the operating performanceof the affected companies. As a result, the trading price of our common stock could fluctuate based upon factors that have little ornothing to do with our business.

Becausewe are a small company with a limited operating history, holders of common stock may find it difficult to sell their stock in the publicmarkets.

Thenumber of persons interested in purchasing our common stock at any given time may be relatively small. This situation is attributableto a number of factors. One factor is that we are a small company that is still relatively unknown to stock analysts, stock brokers,institutional investors, and others in the investment community that generate or influence sales volume. Another factor is that, evenif the Company came to the attention of these persons, they tend to be risk-averse and would likely be reluctant to follow an unprovencompany such as ours. Furthermore, many brokerage firms may not be willing to effect transactions in our securities, including our commonstock. As a consequence, there may be periods when trading activity in our common stock is minimal or even non-existent, as comparedto trading activity in the securities of a seasoned issuer with a large and steady volume of trading activity. We cannot give you anyassurance that an active public trading market for our common stock or other securities will develop or be sustained, or that, if developed,the trading levels will be sustained.

FINRAsales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

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

TheCompany does not anticipate paying dividends in the future.

Wehave never declared or paid any cash dividends on our common stock. Our current policy is to retain earnings to reinvest in our business.Therefore, we do not anticipate paying cash dividends in the foreseeable future. The Company’s dividend policy will be reviewedfrom time to time by the Board of Directors in the context of its earnings, financial condition and other relevant factors. Until theCompany pays dividends, which it may never do, the holders of shares of common stock will not receive a return on those shares unlessthey are able to sell those shares at the desired price, if at all, of which there can be no assurance. In addition, there is no guaranteethat our common stock will appreciate in value or even maintain the price at which holders purchased their common stock.

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

Wewill continue to incur significant costs associated with our public company reporting requirements, including costs associated with applicablecorporate governance requirements such as those required by the Sarbanes-Oxley Act of 2002, and with other rules issued or implementedby the SEC. We expect all of these applicable rules and regulations will result in significant legal and financial compliance costs andto make some activities more time consuming and costly. We are currently evaluating and monitoring developments with respect to theserules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Wemay, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our sharevalue.

OurArticles of Incorporation authorize the issuance of 6,990,000,000 shares of common stock, par value $0.001 per share, of which 5,481,513,400shares are issued and outstanding as of January 5, 2024. The future issuance of common stock may result in substantial dilution in thepercentage of our common stock held by our then-existing shareholders. We may value any common stock issued in the future on an arbitrarybasis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting thevalue of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

Ourcommon shares are subject to the “Penny Stock” rules of the SEC, and the trading market in our securities will likely belimited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

TheSecurities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposesrelevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

Inorder to approve a person’s account for transactions in penny stocks, the broker or dealer must:

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

Generally,brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it moredifficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosurealso has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remediesavailable to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recentprice information for the penny stock held in the account and information on the limited market in penny stocks.

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

Thereis currently no established public trading market for our securities, and an active trading market in our securities may not develop,or, if developed, may not be sustained. Accordingly, investors may have a difficult time selling their shares.

Ourcommon stock is quoted through the OTC Markets, which may have an unfavorable impact on our stock price and liquidity.

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

Thetrading volume of the Company’s common stock has been and may continue to be limited and sporadic. As a result, the quoted pricefor the Company’s common stock on the OTC Markets may not necessarily be a reliable indicator of its fair market value.

Additionally,the securities of small capitalization companies may trade less frequently and in more limited volume than those of more establishedcompanies. The market for small capitalization companies is generally volatile, with wide price fluctuations not necessarily relatedto the operating performance of such companies.

Tradingon the OTC Markets may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for ourstockholders to resell their shares.

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

Statesecurities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the sharesoffered by this prospectus.

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

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

Becauseour CEO and director, Mr. Conway, owns a majority of the voting control of the Company, he could authorize our Board of Directors todetermine the relative rights and preferences of preferred shares without further stockholder approval. As a result, our Board of Directorscould then authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation,the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of suchpreferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue shares of preferredstock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interestsin us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removalof management more difficult, which may not be in your interest as a holder of common stock.

Wemay seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing capital stock.

Wemay finance our operations and develop strategic relationships by issuing equity or debt securities, which could significantly reducethe percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privilegessenior to those of our existing stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market priceof our stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our stockto decline.

Theremay be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls,we may be subject to sanctions by the SEC.

Weare exposed to potential risks from legislation requiring companies to evaluate internal controls under Section 404a of the Sarbanes-OxleyAct of 2002. As a smaller reporting company and emerging growth company, we will not be required to provide a report on the effectivenessof our internal controls over financial reporting until our second annual report, and we will be exempt from the auditor attestationrequirements concerning any such report so long as we are an emerging growth company or a smaller reporting company. We have not yetevaluated whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors inour internal controls or reported financial statements as compared to issuers that have conducted such evaluations. If we are not ableto meet the requirements of Section 404a in a timely manner or with adequate compliance, we might be subject to sanctions or investigationby regulatory authorities, such as the SEC.

Weare susceptible to general economic conditions, natural catastrophic events and public health crises, and a potential downturn in advertisingand marketing spending by advertisers could adversely affect our operating results in the near future.

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

Weare a “controlled company” within the meaning of the listing rules of Nasdaq and, as a result, can rely on exemptions fromcertain corporate governance requirements that provide protection to shareholders of other companies.

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

Ifwe elected to rely on the “controlled company” exemptions, a majority of the members of our board of directors might notbe independent directors, our nominating and corporate governance and compensation committees might not consist entirely of independentdirectors, and you would not have the same protection afforded to shareholders of companies that are subject to Nasdaq’s corporategovernance rules.

RISKSRELATED TO THE OFFERING

Ourexisting stockholders may experience significant dilution from the sale of our common stock pursuant to the GHS Financing Agreement.

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

Theperceived risk of dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock.Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage inshort sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could furthercontribute to progressive price declines in our common stock.

Theissuance of shares pursuant to the GHS Financing Agreement may have a significant dilutive effect.

Dependingon the number of shares we issue pursuant to the GHS Financing Agreement, it could have a significant dilutive effect upon our existingshareholders. Although the number of shares that we may issue pursuant to the Financing Agreement will vary based on our stock price(the higher our stock price, the less shares we have to issue), there may be a potential dilutive effect to our shareholders, based ondifferent potential future stock prices, if the full amount of the Financing Agreement is realized. Dilution is based upon common stockput to GHS and the stock price discounted to GHS’s purchase price of 80% of the lowest VWAP during the pricing period.

GHSInvestments LLC will pay less than the then-prevailing market price of our common stock which could cause the price of our common stockto decline.

Ourcommon stock to be issued under the GHS Financing Agreement will be purchased at a twenty percent (20%) discount, or eighty percent (80%)of the lowest VWAP during the ten (10) consecutive trading days immediately preceding our notice to GHS of our election to exercise our“put” right.

GHShas a financial incentive to sell our shares immediately upon receiving them to realize the profit between the discounted price and themarket price. If GHS sells our shares, the price of our common stock may decrease. If our stock price decreases, GHS may have furtherincentive to sell such shares. Accordingly, the discounted sales price in the Financing Agreement may cause the price of our common stockto decline.

Wemay not have access to the full amount under the Financing Agreement.

OnJanuary 8, 2024, the lowest VWAP of the Company’s common stock during the ten (10) consecutive trading day period was approximately$0.0017. At that price we would be able to sell shares to GHS under the Financing Agreement at the discounted price of $0.00136. At thatdiscounted price, the 1,000,000,000 shares registered for issuance to GHS under the Financing Agreement would, if sold by us to GHS,result in aggregate proceeds of $1,360,000. There is no assurance the price of our common stock will remain the same as the market priceor increase.

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

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

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

Item4. USE OF PROCEEDS

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

Item5. DETERMINATION OF OFFERING PRICE

Wehave not set an offering price for the shares registered hereunder, as the only shares being registered are those sold pursuant to theGHS Financing Agreement. GHS may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailingmarket prices at the time of sale, at varying prices or at negotiated prices.

Item6. DILUTION

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

Item7. SELLING SECURITY HOLDER

Theselling stockholder identified in this prospectus may offer and sell up to 1,000,000,000 shares of our common stock, which consists ofshares of common stock to be sold by GHS pursuant to the Financing Agreement. If issued presently, the shares of common stock registeredfor resale by GHS would represent 15.43% of our issued and outstanding shares of common stock as of January 5, 2024.

Wemay require the selling stockholder to suspend the sales of the shares of our common stock being offered pursuant to this prospectusupon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any materialrespect or that requires the changing of statements in those documents in order to make statements in those documents not misleading.

Theselling stockholder identified in the table below may from time to time offer and sell under this prospectus any or all of the sharesof common stock described under the column “Shares of Common Stock Being Offered” in the table below.

GHSwill be deemed to be an underwriter within the meaning of the Securities Act. Any profits realized by such selling stockholder may bedeemed to be underwriting commissions.

Informationconcerning the selling stockholder may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly.We cannot give an estimate as to the number of shares of common stock that will actually be held by the selling stockholder upon terminationof this offering, because the selling stockholders may offer some or all of the common stock under the offering contemplated by thisprospectus or acquire additional shares of common stock. The total number of shares that may be sold, hereunder, will not exceed thenumber of shares offered, hereby. Please read the section entitled “Plan of Distribution” in this prospectus.

Themanner in which the selling stockholder acquired or will acquire shares of our common stock is discussed below under “The Offering.”

Thefollowing table sets forth the name of each selling stockholder, the number of shares of our common stock beneficially owned by suchstockholder before this offering, the number of shares to be offered for such stockholder’s account and the number and (if onepercent or more) the percentage of the class to be beneficially owned by such stockholder after completion of the offering. The numberof shares owned are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicativeof beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of our common stock as to whicha person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquirewithin 60 days, through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatictermination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such shares are deemedto be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrantsor other rights, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership percentages arecalculated based on 5,481,513,400 shares of our common stock outstanding as of January 5, 2024.

Unlessotherwise set forth below, (a) the persons and entities named in the table have sole voting and sole investment power with respect tothe shares set forth opposite the selling stockholder’s name, subject to community property laws, where applicable, and (b) noselling stockholder had any position, office or other material relationship within the past three years, with us or with any of our predecessorsor affiliates. The number of shares of common stock shown as beneficially owned before the offering is based on information furnishedto us or otherwise based on information available to us at the timing of the filing of the registration statement of which this prospectusforms a part.

Notes:

THEOFFERING

OnMay 2, 2023, we entered into an Equity Financing Agreement (the “Financing Agreement”) with GHS Investments LLC (“GHS”).Although we are not mandated to sell shares under the Financing Agreement, the Financing Agreement gives us the option to sell to GHS,up to $10,000,000 worth of our common stock over the period ending twenty-four (24) months after the date this Registration Statementis deemed effective. The $10,000,000 was stated as the total amount of available funding in the Financing Agreement because this wasthe maximum amount that GHS agreed to offer us in funding. There is no assurance the market price of our common stock will increase inthe future. The number of common shares that remain issuable may not be sufficient, dependent upon the share price, to allow us to accessthe full amount contemplated under the Financing Agreement. If the bid/ask spread remains the same, we will not be able to place a putfor the full commitment under the Financing Agreement. Based on the lowest VWAP of our common stock during the ten (10) consecutive tradingday period preceding January 8, 2024 of approximately $0.0017, the registration statement covers the offer and possible sale of $1,360,000worth of our shares.

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

GHSis not permitted to engage in short sales involving our common stock during the term of the commitment period. In accordance with RegulationSHO, however, sales of our common stock by GHS after delivery of a put notice of such number of shares reasonably expected to be purchasedby GHS under a put will not be deemed a short sale.

Inaddition, we must deliver the other required documents, instruments and writings required. GHS is not required to purchase the put sharesunless:

Aswe draw down on the equity line of credit, shares of our common stock will be sold into the market by GHS. The sale of these shares couldcause our stock price to decline. In turn, if our stock price declines and we issue more puts, more shares will come into the market,which could cause a further drop in our stock price. You should be aware that there is an inverse relationship between the market priceof our common stock and the number of shares to be issued under the equity line of credit. If our stock price declines, we will be requiredto issue a greater number of shares under the equity line of credit. We have no obligation to utilize the full amount available underthe equity line of credit.

Neitherthe Financing Agreement nor any of our rights or GHS’s rights thereunder may be assigned to any other person.

Item8. PLAN OF DISTRIBUTION

Eachof the selling stockholders named above and any of their pledgees and successors-in-interest may, from time to time, sell any or allof their shares of common stock on OTC Markets or any other stock exchange, market or trading facility on which the shares of our commonstock are traded or in private transactions. These sales may be at fixed prices and prevailing market prices at the time of sale, atvarying prices or at negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

Broker-dealersengaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissionsor discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) inamounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excessof a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdownin compliance with FINRA IM-2440.

GHSis an underwriter within the meaning of the Securities Act of 1933 and any broker-dealers or agents that are involved in selling theshares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales.In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by themmay be deemed to be underwriting commissions or discounts under the Securities Act of 1933. GHS has informed us that it does not haveany written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock of our company.Pursuant to a requirement by FINRA, the maximum commission or discount to be received by any FINRA member or independent broker-dealermay not be greater than 8% of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415promulgated under the Securities Act of 1933.

Discounts,concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling stockholder.The selling stockholder may agree to indemnify any agent, dealer, or broker-dealer that participates in transactions involving salesof the shares if liabilities are imposed on that person under the Securities Act of 1933.

Weare required to pay certain fees and expenses incurred by us incident to the registration of the shares covered by this prospectus. Wehave agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities underthe Securities Act of 1933. We will not receive any proceeds from the resale of any of the shares of our common stock by the sellingstockholders. We may, however, receive proceeds from the sale of our common stock under the Financing Agreement with GHS. Neither theFinancing Agreement with GHS nor any rights of the parties under the Financing Agreement with GHS may be assigned or delegated to anyother person.

Wehave entered into an agreement with GHS to keep this prospectus effective until GHS has sold all of the common shares purchased by itunder the Financing Agreement and has no right to acquire any additional shares of common stock under the Financing Agreement.

Theresale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws.In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicablestate or an exemption from the registration or qualification requirement is available and is complied with.

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

Item9. DESCRIPTION OF SECURITIES TO BE REGISTERED

General

Weare authorized to issue 6,990,000,000 shares of common stock, par value $0.001, of which 5,481,513,400 shares are issued and outstandingas of January 5, 2024. Each holder of shares of our common stock is entitled to one vote for each share held of record on all matterssubmitted to the vote of stockholders, including the election of Directors. The holders of shares of common stock have no preemptive,conversion, subscription or cumulative voting rights. There is no provision in our Articles of Incorporation or By-laws that would delay,defer, or prevent a change in control of our Company.

Dividends

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

Warrantsand Options

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

NevadaAnti-Takeover Laws

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

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

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

PennyStock Considerations

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

Inaddition, under the penny stock regulations, the broker-dealer is required to:

Becauseof these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affectthe ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing thelevel of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the saleof our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a correspondingdecrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholderswill, in all likelihood, find it difficult to sell their securities.

Item10. INTERESTS OF NAMED EXPERTS AND COUNSEL

Exceptas disclosed herein, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or havinggiven an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registrationor offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantialinterest, directly or indirectly, in the registrant or its subsidiary. Nor was any such person connected with the registrant or any ofits parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

Thefinancial statements of the Company as of December 31, 2022 and 2021, have been included herein in reliance on the report of Prager MetisCPA’s LLC, an independent registered public accounting firm and the report is given on the authority of that firm as experts inauditing and accounting. The legal opinion rendered by Brunson Chandler & Jones, PLLC, regarding our common stock registered in theregistration statement of which this prospectus is a part, is as set forth in its opinion letter included in this prospectus. The addressof Brunson Chandler & Jones, PLLC, is Walker Center, 175 S. Main Street, 14^th Floor, Salt Lake City, Utah, 84111.

Item11. INFORMATION WITH RESPECT TO THE REGISTRANT

DESCRIPTIONOF BUSINESS

ORGANIZATION

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

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

OnJuly 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 allof the outstanding shares of PCTI, from Chis in exchange for the issuance of 47,500 shares of the Company’s Series C PreferredStock, 18,667 shares of the Company’s Series D Preferred Stock, and 500 shares of the Company’s Series E Preferred Stockto Chis.

OnOctober 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 theCompany’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 theNevada Secretary of State, merging the Merger Sub into the Company, which were stamped effective as of November 3, 2020. As permittedby the Section 92.A.180 of the Nevada Revised Statutes, the sole purpose and effect of the filing of Articles of Merger was to changethe name of the Company from Ozop Surgical Corp to “Ozop Energy Solutions, Inc.”

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

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

OnOctober 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.

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

DiscontinuedOperations

Inaccordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entityor a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shiftthat has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meet thecriteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale or discontinued operations criteria themajor current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets andliabilities 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 continuingoperations.

OnSeptember 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of a discontinuedoperation. Accordingly, the operating results of PCTI are reported as a loss from discontinued operations in the accompanying consolidatedfinancial statements for the years ended December 31, 2022, and 2021.

BusinessOverview

OzopEnergy Systems

OESwas formed to be a distributor of renewable energy products and is actively engaged in the renewable, electric vehicle (“EV”),energy storage and energy resiliency sectors. OES management has decades of experience in the renewable, storage and resilient energybusinesses and associated markets, which include but are not limited to project finance, project development, equipment finance, construction,utility protocol, regulatory policy and technology assessment.

Weare engaged in multiple business lines that include Project Development as well as Equipment Distribution. Our solar and energy storageprojects involve large-scale battery and solar photovoltaics (PV) installations. The utility-scale storage business is based on an arbitragebusiness model in which we install multiple 1+ megawatt batteries, charge them with off-peak grid electricity under contract with theutility, then sell the power back during peak load hours at a premium, as dictated by prevailing electricity tariffs.

EquipmentDistributor: OES has entered the component supply/distribution side of the renewable, resiliency and energy storage industriesdistributing the core components associated with residential and commercial solar PV systems as well as onsite battery storage and powergeneration. In April 2021, the Company signed a five- year lease (beginning June 1, 2021) of approximately 8,100 SF in California, foroffice and warehouse space to support the sales and distribution of our west coast operations. The components we are distributing includePV panels, solar inverters, solar mounting systems, stationary batteries, onsite generators and other associated electrical equipmentand components that are all manufactured by multiple companies, both domestic and international. These core products are sourced frommanagement-developed relationships and are distributed through our existing network and our in-house sales team.

SolarPV: Our PV business model involves the design and construction of electrical generating PV systems that can sell power to theutilities or be used for off grid use as part of our developing Neo-Grids solution. The Neo-Grids proprietary program, patents pending,was developed for the off-grid distribution of electricity to remove or reduce the dependency on utilities that currently burdens theEV Charging sectors. It will also reduce or eliminate the lengthy permitting processes and streamline the installations of those EV chargers.

ModularEnergy Distribution System: The Neo-Grid^TM System patent pending, consists of the design, engineering, installation,and operational methodologies as well as the financial arbitrage of how we produce, capture and distribute electrical energy for theEV markets. OES has acquired through a license the rights to a proprietary system, the Neo-Grids^TM System (patent pending),for the capture and distribution of electrical energy for the EV market. The Neo-Grids^TM System will serve both theprivate auto and the commercial sectors. The exponential growth of the EV industry has been accelerated by the recent major commitmentsof most of the major car manufacturers. Our Neo-Grids^TM System leverages this accelerated growth by offering (1) charginglocations that can be rapidly installed in restricted areas or load limits and (2) EV charger electricity that is produced from renewablesources having little to no carbon footprint.

OEShas developed a business plan for the Neo Grid^TM distribution system, a solution to alleviate the stress on the existing grid-tiedinfrastructure. The Company has completed its’ Neo Grid^TM research and development as well as the first stage that includesthe specifications and engineered technical drawings. This completion of the first stage of allows us to move forward with stage two,as well as to begin to construct the first prototype or proof of concept, (“PoC”). Our PoC design is partially reliant onauto manufacturers establishing standardizations of the actual charging/discharging protocols of the batteries such as on-board invertersas well as bi-directional capabilities in electric vehicles, which have only recently been established. As the market growth rate ofEV’s continues to rise, the stress on the existing grid-tied infrastructure shows the need for the continued development of ourNeo-Grid^TM System as a viable solution.

OzopPlus

OnAugust 19, 2021, the Company formed Ozop Capital Partners, Inc. (“Ozop Capital”), a Delaware corporation and a wholly ownedsubsidiary of the Company. On October 29, 2021, EV Insurance Company, Inc. (“EVCO”) was formed as a captive insurer thatreinsures in the State of Delaware. EVCO (DBA “OZOP Plus”) is a wholly owned subsidiary of Ozop Capital. EVCO has agreementswith 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 milesabove the manufacturer’s warranty and to also bring added value to EV owners by utilizing our partnerships and strengths in theenergy 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 vehiclesexperience. Management believes that the Ozop Plus marketed VSC’s will give “peace of mind” to the EV buyer.

OzopEngineering and Design

OEDwas formed to become a premier engineering and lighting control design firm. OED offers product and design support for lighting and solarprojects 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 withthe relationship between lighting design and lighting controls, by developing more efficient ecofriendly designs by working with architects,engineers, facility managers, electrical contractors and engineers.

Salesand marketing

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

Competition

Wecompete 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

TheCompany employs 9 full time employees. Ozop also has contracts with various independent contractors and consultants to fulfill additionalneeds, including accounting, investor relations, business development, permitting, and other corporate functions, and may increase stafffurther as we expand activities and bring new projects online.

LegalProceedings

Weknow of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation,other than below. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficialstockholder, is an adverse party or has a material interest adverse to our interest.

Weare involved as a plaintiff in a Complaint filed in the SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN DIEGO NORTHCOUNTY (the “Complaint”) on November 14, 2022. The Complaint alleges that former employees would place an orderfrom 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 fromOZOP – to the benefit of Defendants and to the detriment of OZOP, their employer at the time. The Complaint further alleges thatthe former employees falsely represented that the price the customer was obtaining from other suppliers and therefore was willing topay for OZOP product decreased, which allowed them to use the customer to then sell additional product to OZOP’s customers at increasinglylarger margins, thus further wrongfully enriching themselves to the detriment of their employer, OZOP. The lawsuit also alleges thatthe employees were also making false statements to Ozop’s customers regarding the financial condition of Ozop and the lack of moduleinventory.

OtherInformation

None.

MARKETPRICE OF THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

CommonStock

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

OTCMarkets Group Inc. OTCQB ⁽¹⁾

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

Holdersof Record

Asof January 5, 2024, we had 64 holders of record of our common stock. The actual number of stockholders is greater than this number ofrecord holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

Dividends

Wehave never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earningsfor use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future, ifat all. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on ourfinancial condition, results of operations, capital requirements, general business conditions and other factors that our board of directorsmay deem relevant.

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Thefollowing is management’s discussion and analysis of certain significant factors that have affected our financial position andoperating results during the periods included in the accompanying consolidated financial statements, as well as information relatingto 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-lookingstatements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reportsor documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differmaterially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the datehereof. We undertake no obligation to update these forward-looking statements.

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

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

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

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

THECOMPANY

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

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

OnOctober 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 theCompany’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 theNevada Secretary of State, merging the Merger Sub into the Company, which were stamped effective as of November 3, 2020. As permittedby the Section 92.A.180 of the Nevada Revised Statutes, the sole purpose and effect of the filing of Articles of Merger was to changethe name of the Company from Ozop Surgical Corp. to “Ozop Energy Solutions, Inc.”

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

OESis actively engaged in the renewable, electric vehicle (“EV”), energy storage and energy resiliency sectors. We are engagedin multiple business lines that include project development as well as equipment distribution. Our solar and energy storage projectsinvolve large-scale battery and solar photovoltaics (PV) installations. Our utility-scale storage business model is based on an arbitragebusiness model in which we install multiple 1+ megawatt batteries, charge them with off-peak grid electricity under contract with theutility, then sell the power back during peak load hours at a premium, as dictated by prevailing electricity tariffs.

EquipmentDistributor: OES has entered the component supply/distribution side of the renewable, resiliency and energy storage industriesdistributing the core components associated with residential and commercial solar PV systems as well as onsite battery storage and powergeneration. In April 2021, the Company signed a five-year lease (beginning June 1, 2021) of approximately 8,100 SF in California, foroffice and warehouse space to support the sales and distribution of our west coast operations. The components we are distributing includePV panels, solar inverters, solar mounting systems, stationary batteries, onsite generators and other associated electrical equipmentand components that are all manufactured by multiple companies, both domestic and international. These core products are sourced frommanagement-developed relationships and are distributed through our existing network and our in-house sales team.

SolarPV: Our PV business model involves the design and construction of electrical generating PV systems that can sell power to theutilities or be used for off grid use as part of our developing Neo-Grids solution. The Neo-Grid^TM System, patent pending,was developed for the off-grid distribution of electricity to remove or reduce the dependency on utilities that currently burdens theEV Charging sectors. It will also reduce or eliminate the lengthy permitting processes and streamline the installation of those EV chargers.

ModularEnergy Distribution System: The Neo-Grid^TM System patent pending, consists of the design, engineering, installation,and operational methodologies as well as the financial arbitrage of how we produce, capture and distribute electrical energy for theEV markets. OES has acquired through a license the rights to a proprietary system, the Neo-Grids^TM System (patent pending),for the capture and distribution of electrical energy for the EV market. The Neo-Grids^TM System will serve both theprivate auto and the commercial sectors. The exponential growth of the EV industry has been accelerated by the recent major commitmentsof most of the major car manufacturers. Our Neo-Grids^TM System leverages this accelerated growth by offering (1) charginglocations that can be rapidly installed in restricted areas or load limits and (2) EV charger electricity that is produced from renewablesources having little to no carbon footprint.

OEShas developed a business plan for the Neo Grid^TM distribution system, a solution to alleviate the stress on the existing grid-tiedinfrastructure. The Company has completed its’ Neo Grid^TM research and development as well as the first stage that includesthe specifications and engineered technical drawings. This completion of the first stage of allows us to move forward with stage two,as well as to begin to construct the first prototype or proof of concept, (“PoC”). Our PoC design is partially reliant onauto manufacturers establishing standardizations of the actual charging/discharging protocols of the batteries such as on-board invertersas well as bi-directional capabilities in electric vehicles, which have only recently been established. As the market growth rate ofEV’s continues to rise, the stress on the existing grid-tied infrastructure shows the need for the continued development of ourNeo-Grid^TM System as a viable solution.

OESmanagement has decades of experience in the renewable, storage and resilient energy businesses and associated markets, which includebut are not limited to project finance, project development, equipment finance, construction, utility protocol, regulatory policy andtechnology assessment.

OzopPlus markets vehicle service contracts (“VSC’s”) for electric vehicles (EV’s) that offer consumers to be ableto purchase additional months and miles above the manufacturer’s warranty and to also bring added value to EV owners by utilizingour partnerships and strengths in the energy market to offer unique and innovative services. Among EV owners’ concerns are theEV battery repair and replacement costs, range anxiety, environmental responsibilities, roadside assistance, and the accelerated wearon additional components that EV vehicles experience. Management believes that the Ozop Plus marketed VSC’s will give “peaceof mind” to the EV buyer.

OnFebruary 25, 2022, the Company formed Ozop Engineering and Design, Inc. (“OED”) a Nevada corporation, as a wholly owned subsidiaryof the Company. OED was formed to become a premier engineering and lighting control design firm. OED offers product and design supportfor lighting and solar projects with a focus on fast lead times and technical support. OED and our partners can offer the resources neededfor lighting, solar and electrical design projects. OED will provide its’ customers systems to coordinate the understanding ofelectrical usage with the relationship between lighting design and lighting controls, by developing more efficient ecofriendly designsby working with architects, engineers, facility managers, electrical contractors and engineers.

DiscontinuedOperations

OnSeptember 1, 2022, the BOD of the Company authorized the filing of a Chapter 7 proceeding which meets the definition of a discontinuedoperation. Accordingly, the operating results of PCTI are reported as income (loss) from discontinued operations in the accompanyingconsolidated financial statements for the three and nine months ended September 30, 2023, and 2022.

Resultsof Operations for the three and nine months ended September 30, 2023, and 2022:

Revenue

Forthe three and nine months ended September 30, 2023, the Company generated revenue of $172,559 and 4,205,083, respectively, compared to$3,928,918 and $11,614,117 for the three and nine months ended September 30, 2022, respectively. Revenues from Ozop Energy Systems, Inc.(“OES”) are classified as sourced and distributed products. Ozop Engineering and Design (“OED”) operations beganin the quarter ended June 30, 2022, and are classified as design and installation. Sales are summarized as follows:

Salesof sourced and distributed products (solar product) were lower for the three and nine months ended September 30, 2023, compared to thesame periods in 2022. The Company believes the lower revenues were due to higher interest rates affecting homeowners’ ability anddesire for residential rooftop solar installations as well as competitors lowering their selling prices to try to capture a part of thelower demand. These factors also resulted in our customers having excess inventory on hand and the cancellation of orders.

Costof sales

Forthe three and nine months ended September 30, 2023, the Company recognized $126,438 and $4,255,030, respectively, of cost of sales, comparedto $3,598,134 and $10,634,170 for the three and nine months ended September 30, 2022, respectively.

Duringthe nine months ended September 30, 2023, the Company reviewed its inventory valuation to determine if the historical cost of its solarpanels was less than their net realizable value. Management also considers, if applicable, other factors, including known trends, marketconditions, and other such issues. Based on current market conditions related to solar panels including but not limited to reduced sellingprices in the industry and the abundance of inventory supply in the market, management determined that the net realizable value of certainof the Company’s inventory required a lower of cost or market adjustment of $625,000 (the “Inventory Adjustment”) tothe historical cost of inventory purchased.

Forthe three months ended September 30, 2023, the increase in gross margin compared to the three months ended September 30, 2022, is a resultof sales in current quarter of products that were part of the inventory write down of $625,000 as of June 30, 2023. For the nine monthsended September 30, 2023, the decrease in gross margin compared to the nine months ended September 30, 2022, is a result of the $625,000inventory write down..

Operatingexpenses

Totaloperating expenses for the three and nine months ended September 30, 2023, were $2,637,795 and $4,670,627, respectively, compared to$1,514,524 and $4,648,920 for the three and nine months ended September 30, 2022, respectively. The operating expenses were comprisedof:

EffectiveJanuary 1, 2022, the Company entered into an employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway received a $250,000contract renewal bonus (included in the nine months ended September 30, 2022) and receives annual compensation of $240,000 from the Companyand 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 compensationto $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.

Therewas no stock-based compensation for the three and nine months ended September 30, 2023. Stock based compensation for the nine monthsended September 30, 2022, of $136,249 is comprised of the following:

Salaries,taxes, and benefits decreased for the three and nine months ended September 30, 2023, compared to the three and nine months ended September30, 2022. The decrease was a result of the termination for cause of all of the employees in the west coast location related to Ozop EnergySystems. This decrease was reduced by the increases in Ozop Engineering and Design (“OED”) and EV Insurance Company (“OzopPlus”) having employees for the entire three and nine months ended September 30, 2023, compared to OED beginning in April 2022,and Ozop Plus not having any employees in the three and nine months ended September 30, 2022. For the three and nine months ended September30, 2023, and 2022, salaries, taxes and benefits were comprised of the following:

OzopEnergy Systems currently has 2 employees with an aggregate annual salary of $204,000 and focused on the battery storage system, informationtechnology and general and administrative functions. The solar distribution of this vertical is being managed by our financial consultantand the Company’s CEO. OED currently has four employees with an aggregate annual compensation of $414,000. EV Insurance Companyhas one employee with annual compensation of $125,000.

Professionaland consulting fees decreased for the three and nine months ended September 30, 2023, compared to the three and nine months ended September30, 2022. The decrease is due to the expiration of certain consulting contracts and accounting fees. These decreases were partially offsetby increases in legal expenses and auditing fees.

Advertisingand marketing expenses increased for the three and nine months ended September 30, 2023, compared to the three and nine months endedSeptember 30, 2022. The increases were related to website development, lead generation costs, and trade show participation.

Rentand office expenses (including supplies, utilities, and internet costs) decreased for the three and nine months ended September 30, 2023,compared to the three and nine months ended September 30, 2022. The decrease was a result that effective March 1, 2023, OES subleasedthe Carlsbad office and warehouse to a third party.

Terminationcosts of $1,755,082 for the three and nine months ended September 30, 2023, was a result of storage fees for goods that remained at athird-party warehouse and purchase order termination fees charged by the Company’s solar panel supplier, all of which was in connectionwith an early termination of vendor agreement.

Insuranceexpenses decreased for the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30,2022. The decrease was the result of the termination of the west coast employees in November 2022, resulting in no health insurance andworkers compensation expenses related thereto. The decrease was reduced by the health insurance costs for OED for the full three andnine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022. The Company estimates that themonthly insurance expense to be approximately $20,000 per month.

Other(Income) Expenses

Other(income) expense, net, for the three and nine months ended September 30, 2023, was ($2,265,254) and $1,576,860, respectively, comparedto other income, net, for the three and nine months ended September 30, 2022, of ($513,157) and ($8,501,649), respectively, and wereas follows:

Thedecrease in interest expense for the three and nine months ended September 30, 2023, is primarily a result of the amortization periodof certain note discounts that were completed in 2022. For the three months ended September 30, 2023, the Company recognized increasedgains on the change in the fair value of derivatives compared to the gains for the three months ended September 30, 2022. For the ninemonths ended September 30, 2023, the Company recognized gains on the change in the fair value of derivatives less than the gains forthe nine months ended September 30, 2022.

Netincome (loss) attributable to the Company

Netloss attributable to the Company for the three months ended September 30, 2023, was $321,058 compared to net loss of $534,988 for thethree months ended September 30, 2022. The change was primarily a result of the termination expense described above, which were offsetby the gain on the change in fair value of derivatives for the three months ended September 30, 2023, compared to the gain for the threemonths ended September 30, 2022. The decrease in net loss attributable to the Company was also a result of lower interest expense, partiallyoffset by the lower gross profit recognized in the current quarter compared to the quarter ending September 30, 2022. The net loss attributableto the Company for the nine months ended September 30, 2023, was $6,281,346 compared to net income of $4,975,556 for the nine monthsended September 30, 2022. The change was a result of the termination expense and less gain on change in fair value of derivatives forthe nine months ended September 30, 2023, compared to the gain for the nine months ended September 30, 2022, also a result of lower grossprofits for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, as a result of lower salesand the Inventory Adjustment increasing the cost of goods sold by $625,000 for the nine months ended September 30, 2023. These increaseson losses were partially offset by the decrease in interest expense for the nine months ended September 30, 2023, compared to the ninemonths ended September 30, 2022.

Liquidityand Capital Resources

Theaccompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assetsand the satisfaction of liabilities in the normal course of business. As of September 30, 2023, the Company had an accumulated deficitof $217,582,145 and a working capital deficit of $11,616,395 (including derivative liabilities of $2,590,186). As of September 30, 2023,the Company was in default of $3,565,000 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 theissuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possiblefuture effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result fromthe 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 obtainthe additional capital required. If we are unable to generate capital or raise additional funds when required, it will have a negativeimpact on our business development and financial results. These conditions raise substantial doubt about our ability to continue as agoing 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’splans in regard to these factors are discussed below and also in Note 2 to the consolidated financial statements filed herein.

Forthe nine months ended September 30, 2023, we primarily funded our business operations with the existing cash on hand as of January 1,2023, cash received from sales of inventory, and $1,200,537 received from sales of common stock.

Asof September 30, 2023, we had cash of $966,292 as compared to $1,369,210 as of December 31, 2022. As of September 30, 2023, we had currentliabilities of $15,714,672 (including $2,590,186 of non-cash derivative liabilities), compared to current assets of $4,098,277, whichresulted in a working capital deficit of $11,616,395. The current liabilities are comprised of accounts payable, accrued expenses, convertibledebt, derivative liabilities, customer deposits, deferred liability, lease obligations, notes payable and liabilities of discontinuedoperations.

InDecember 2019, a novel strain of coronavirus (COVID-19) emerged. Because COVID-19 infections have been reported throughout theUnited States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directivesaimed at minimizing the spread of COVID-19. The ultimate impact of the COVID-19 pandemic on the Company’s operations isunknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the durationof the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additionalpreventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continuedbusiness disruption, and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but it may havea material adverse impact on our business, financial condition and results of operations. Management expects that its business will beimpacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the durationfor which it may have an impact cannot be determined at this time.

OperatingActivities

Forthe nine months ended September 30, 2023, net cash used in operating activities was $901,293 compared to $5,185,222 for the nine monthsended September 30, 2022. For the nine months ended September 30, 2023, our net cash used in operating activities was primarily attributableto the net loss of $6,281,346, and the gain on the change in fair value of derivatives of $1,724,084, adjusted by non-cash items of thetermination expense of $1,755,082, interest expense of $1,138,067, the inventory write-down of $625,000 and amortization and depreciationof $172,470. Net changes of $3,429,606 in operating assets and liabilities reduced the cash used in operating activities.

Forthe nine months ended September 30, 2022, net cash used in operating activities was $5,185,222, which was primarily attributable to thenet income of $4,445,884, adjusted by non-cash interest expense of $5,020,528, stock-based compensation of $136,249 and the non-cashexpenses of amortization and depreciation of $132,924. This was offset by the gain on the fair value changes in derivatives related towarrants and convertible notes of $15,314,483. Net changes of $246,943 in operating assets and liabilities decreased the cash used inoperating activities.

InvestingActivities

Forthe nine months ended September 30, 2023, the net cash used in investing activities was $2,162, compared to $198,362 for the nine monthsended September 30, 2022.

FinancingActivities

Forthe nine months ended September 30, 2023, the net cash provided by financing activities was $500,537. During the nine months ended September30, 2023, we received $1,200,537, net of issuance costs, from the sales of common stock to GHS. During the nine months ended September30, 2023, we made payments of $700,000 for notes payable. For the nine months ended September 30, 2022, the Company received shares proceedsof $814,625, net of issuance costs.

CriticalAccounting Policies

Oursignificant accounting policies are described in more detail in the notes to our financial statements appearing elsewhere in this QuarterlyReport on Form 10-Q. We believe the following accounting policies to be most critical to the judgement and estimates used in the preparationof our financial statements:

Useof Estimates

Thepreparation of financial statements in conformity with accounting principles generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingentassets 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.

Inventory

Inventoriesare valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs consistof finished goods. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, includingknown trends, market conditions, currency exchange rates and other such issues.

ConvertibleInstruments

TheCompany evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives andHedging Activities.

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

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

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

RevenueRecognition

EffectiveJanuary 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenuefrom the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1)identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price;(4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligationis satisfied.

Earnings(Loss) Per Share

TheCompany computes net income (loss) per share in accordance with FASB ASC 260, “Earnings per Share.” ASC 260 requires presentationof both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing netincome (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. DilutedEPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stockmethod, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price forthe period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversionof convertible notes. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

OFFBALANCE SHEET ARRANGEMENTS

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

DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identificationof directors and executive officers.

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

BrianP. Conway, the Chief Executive Officer and Interim Chief Financial Officer brings 20 years of proven success in marketing and businessdevelopment for both private and publicly traded companies. Starting off in database management and sales for Venture Direct on MadisonAvenue, he crossed over to Wall Street as a co-founder of Waypoint Capital Partners. During this time, he was responsible for nationalsales, marketing, business and product development, national account customers, and new business relations with international and UScompanies 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.). Hisrelationships and experience with investment bankers, non-dilutive financing, and public relations should be instrumental in moving theCompany forward.

FamilyRelationships

None

Involvementin Certain Legal Proceedings

Nodirector, executive officer, significant employee, or control person of the Company has been involved in any legal proceeding listedin Item 401(f) of Regulation S-K in the past 10 years.

CorporateGovernance

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

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

Aswith 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 prospectsto attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establishan audit committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify asan audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Boardmembers be independent, and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion ofour Board of Directors include “independent” directors, nor are we required to establish or maintain an audit committee orother committee of our Board.

Codeof Ethics

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

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

DirectorIndependence

Noneof the members of our Board of Directors qualifies as an independent director in accordance with the published listing requirements ofthe 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 engagedin various types of business dealings with us. In addition, our Board has not made a subjective determination as to each director thatno relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying outthe responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directorsmade these determinations, our Board would have reviewed and discussed information provided by the directors and us with regard to eachdirector’s business and personal activities and relationships as they may relate to us and our management.

Inperforming 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’sindependent auditors; determines whether to retain or terminate the existing independent auditors; meets with the independent auditorsand financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews andapproves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviewswith the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness of accountingand financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be includedin our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company’s managementand the independent auditors the results of the annual audit and the results of our quarterly financial statements.

Ourboard 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 objectivesrelevant to the compensation of our executive officers, if any, and administers our equity incentive and stock option plans, if any.

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

Compliancewith Section 16(a) of the Securities Exchange Act of 1934

Section16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, persons who beneficiallyown more than 10% of a registered class of the Company’s equity securities, and certain other persons to file reports of ownershipand 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 notbelieve that all of its directors, executive officers and greater than 10% beneficial owners complied with all such filing requirementsduring 2022.

EXECUTIVECOMPENSATION SUMMARY COMPENSATION TABLE

Thefollowing table sets forth information regarding compensation earned in or with respect to our fiscal years 2022 and 2021:

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

(2)Ms. Chis was the CEO of PCTI from 2018 until her resignation in July 2021.

2022OPTION GRANTS

Therewere no options to purchase shares of our Common Stock issued and outstanding as of December 31, 2022, or December 31, 2021.

OUTSTANDINGEQUITY AWARDS AT 2022 FISCAL YEAR-END

Therewere no outstanding equity awards for the years ended December 31, 2022, and 2021.

EXECUTIVEEMPLOYMENT AGREEMENTS

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

EffectiveJanuary 1, 2021, Mr. Conway’s compensation is $20,000 per month, and on September 1, 2021, Mr. Conway began receiving $10,000 permonth from Ozop Capital. Effective January 1, 2022, the Company entered into a new employment agreement with Mr. Conway. Pursuant tothe agreement, Mr. Conway received a $250,000 contract renewal bonus and will receive an annual compensation of $240,000 from the Companyand 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 compensationto $20,000 per month in January 2022 and OES and OED began compensating Mr. Conway $20,000 in April 2022.

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

DIRECTORCOMPENSATION

DirectorCompensation Policies

Wehave not compensated our directors for their service on our Board from our inception through fiscal 2020. There are no arrangements currentlyin place pursuant to which directors will be compensated in the future for any services provided as a director.

SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Thefollowing table shows the beneficial ownership of the Company’s shares as of March 31, 2023, (unless otherwise noted) by (i) eachperson known by the Company to own beneficially more than 5% of the outstanding shares, (ii) each director and director nominee of theCompany, (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 beacquired within 60 days of March 31, 2023, upon the exercise of stock options by employees or outside directors and shares of restrictedstock.

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

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

(1)Percentages are based on 4,879,032,132 shares of the Company’s common stock, 2,500 shares of Series C Preferred Stock and 1,334shares of Series D Preferred stock issued and outstanding as of March 31, 2023. The voting rights associated with the Series C PreferredStock in the aggregate are equal to 67% of the total vote. Series C Preferred Stock has no conversion rights. Any holder may, at anytime convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessableshares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the dateof conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock multipliedby 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 2,134,710,010 shares of common stock.

CertainRelationships and Related Transactions

Forthe years ended December 31, 2022, and 2021, the Company recorded expenses to its officers in the following amounts:

RELATEDPARTY TRANSACTIONS

N/A

Item11A. MATERIAL CHANGES

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

Item12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.

N/A

PARTII - INFORMATION NOT REQUIRED IN PROSPECTUS

Item13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

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

Item14. INDEMNIFICATION OF OFFICERS AND DIRECTORS

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

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

Item15. RECENT SALES OF UNREGISTERED SECURITIES

OnJuly 21, 2023, the Company sold 18,733,907 shares to GHS at $0.00592 and received net proceeds of $107,662, after deducting transactionand broker fees of $3,243.

OnAugust 8, 2023, the Company sold 29,033,983 shares to GHS at $0.00472 and received net proceeds of $133,274, after deducting transactionand broker fees of $3,766.

OnAugust 24, 2023, the Company sold 35,225,713 shares to GHS at $0.00376 and received net proceeds of $128,775, after deducting transactionand broker fees of $3,674.

OnSeptember 11, 2023, the Company sold 33,221,861 shares to GHS at $0.00344 and received net proceeds of $110,972, after deducting transactionand broker fees of $3,311.

OnSeptember 27, 2023, the Company sold 47,410,065 shares to GHS at $0.00264 and received net proceeds of $121,634, after deducting transactionand broker fees of $3,528.

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

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

FINANCIAL STATEMENTS

OZOPENERGY SOLUTIONS, INC.

CONSOLIDATEDFINANCIAL STATEMENTS

Tableof Contents

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

The accompanying notes are anintegral part of these consolidated financial statements.

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

(Unaudited)