Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarter ended September 30, 2023

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

For the transition period from __________ to __________

Commission file number 000-55976

OZOP ENERGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada

3841

35-2540672

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

55 Ronald Reagan Blvd.

Warwick, NY 10990

(877) 785-6967

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

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

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

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

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

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

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

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

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

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

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

As of November 15, 2023, 5,283,437,652 shares of common stock of the registrant were outstanding.

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

	Page

Consolidated Balance Sheets as of September 30, 2023, and December 31, 2022 (Unaudited)	F-1

Consolidated Statements of Operations for the three and nine months ended September 30, 2023, and 2022 (Unaudited)	F-2

Consolidated Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2023, and 2022 (Unaudited)	F-3

Consolidated Statements of Cash Flows for the nine months ended September 30, 2023, and 2022 (Unaudited)	F-5

Notes to Consolidated Financial Statements (unaudited)	F-6

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2023			December 31, 2022
ASSETS
Current Assets
Cash	$	966,292		$	1,369,210
Prepaid expenses		130,861			59,405
Accounts receivable		29,169			173,151
Inventory		2,201,935			3,601,026
Vendor deposits		-			3,053,821
Other receivable		770,020			-
Total Current Assets		4,098,277			8,256,613

Operating lease right-of-use asset, net		407,210			507,706
Property and equipment, net		641,804			711,615
Other assets		13,408			13,408
TOTAL ASSETS	$	5,160,699		$	9,489,342

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accounts payable and accrued expenses	$	7,241,564		$	5,089,009
Convertible notes payable, net of discounts		25,000			25,000
Current portion of notes payable, net of discounts		3,929,423			4,447,605
Customer deposits		250,000			250,000
Derivative liabilities		2,590,186			4,314,270
Operating lease liability, current portion		144,257			133,508
Deferred liability		490,495			490,000
Liabilities of discontinued operations		1,043,747			1,059,837
Total Current Liabilities		15,714,672			15,809,229

Long Term Liabilities
Notes payable, net of discount		15,228,750			14,272,500
Operating lease liability, net of current portion		274,855			384,382
TOTAL LIABILITIES		31,218,277			30,466,111

COMMITMENTS AND CONTINGENCIES		-			-

Stockholders’ Deficit
Preferred stock (10,000,000 shares authorized, par value $0.001) Series C Preferred Stock (50,000 shares authorized and 2,500 shares issued and outstanding, par value $0.001)		3			3
Series D Preferred Stock (4,570 shares authorized and 1,334 shares issued and outstanding, par value $0.001)		1			1
Series E Preferred Stock (3,000 shares authorized, -0- issued and outstanding, par value $0.001)		-			-
Preferred Stock		-			-
Common stock (6,990,000,000 shares authorized, par value$0.001; 5,057,706,280 and 4,771,275,349 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively)		5,057,706			4,771,275
Treasury stock, at cost, 47,500 shares of Sereis C Preferred Stock and 18,667 shares of Series D Preferred Stock		(11,249,934	)		(11,249,934	)
Common stock to be issued; 637,755 shares as of September 30, 2023, and December 31, 2022		638			638
Additional paid in capital		198,500,930			197,586,824
Accumulated deficit		(217,582,145	)		(211,300,799	)
Total Ozop Energy Solutions, Inc. stockholders’ deficit		(25,272,801	)		(20,191,992	)
Noncontrolling interest		(784,777	)		(784,777	)
TOTAL STOCKHOLDERS’ DEFICIT		(26,057,578	)		(20,976,769	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	5,160,699		$	9,489,342

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

F-1

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2023			2022			2023			2022
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue	$	172,559		$	3,928,918		$	4,205,083		$	11,614,117
Cost of goods sold		126,438			3,598,134			4,255,030			10,634,170
Gross profit (loss)		46,121			330,784			(49,947	)		979,947

Operating expenses:
General and administrative, related parties		240,000			220,000			720,000			850,000
Loss associated with early termination of vendor agreement		1,755,082			-			1,755,082			-
General and administrative, other		642,713			1,294,524			2,195,545			3,798,920
Total operating expenses		2,637,795			1,514,524			4,670,627			4,648,920

Loss from continuing operations		(2,591,674	)		(1,183,740	)		(4,720,574	)		(3,668,973	)

Other (income) expenses:
Interest expense		1,039,735			1,424,553			3,300,944			6,812,834
Gain on change in fair value of derivatives		(3,304,989	)		(1,937,710	)		(1,724,084	)		(15,314,483	)
Total Other (Income) Expenses		(2,265,254	)		(513,157	)		1,576,860			(8,501,649	)

Income (loss) from continuing operations before income taxes		(326,420	)		(670,583	)		(6,297,434	)		4,832,676
Income tax provision		-			-			-			-
Net income (loss) from continuing operations		(326,420	)		(670,583	)		(6,297,434	)		4,832,676
Discontinued Operations:
Income (loss) from discontinued operations, net of tax		5,362			(33,970	)		16,088			(386,792	)
Net income (loss)		(321,058	)		(704,553	)		(6,281,346	)		4,445,884
Less: net loss attributable to noncontrolling interest		-			(169,565	)		-			(529,672	)
Net income (loss) attributable to Ozop Energy Solutions, Inc.	$	(321,058	)	$	(534,988	)	$	(6,281,346	)	$	4,975,556

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

Weighted average shares outstanding Basic and diluted		4,947,838,419			4,662,912,471			4,892,061,891			4,635,036,984

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

F-2

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

(Unaudited)

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

Issuance of shares of common stock sold, net of issuance costs of $19,110		-		-		-		-		-		-		107,756,783		107,757		-			418,636		-			-			526,393

Net loss		-		-		-		-		-		-		-		-		-			-		(2,527,552	)		-			(2,527,552	)
Balances March 31, 2023		637,755		638		2,500		3		1,334		1		4,879,032,132		4,879,032		(11,249,934	)		198,005,460		(213,828,351	)		(784,777	)		(22,977,928	)

Issuance of shares of common stock sold, net of issuance costs of $3,558		-		-		-		-		-		-		15,048,619		15,049		-			56,778		-			-			71,827

Net loss		-		-		-		-		-		-		-		-		-			-		(3,432,736	)		-			(3,432,736	)
Balances June 30, 2023		637,755		638		2,500		3		1,334		1		4,894,080,751		4,894,081		(11,249,934	)		198,062,238		(217,261,087	)		(784,777	)		(26,338,837	)

Issuance of shares of common stock sold, net of issuance costs of $17,522		-		-		-		-		-		-		163,625,529		163,625		-			438,692		-			-			602,317

Net loss		-		-		-		-		-		-		-		-		-			-		(321,058	)		-			(321,058	)
Balances September 30, 2023		637,755	$	638		2,500	$	3		1,334	$	1		5,057,706,280	$	5,057,706	$	(11,249,934	)	$	198,500,930	$	(217,582,145	)	$	(784,777	)	$	(26,057,578	)

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

F-3

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

(Unaudited)

	Common stock to be issued				Series C Preferred Stock				Series D Preferred Stock				Common Stock				Treasury			Additional Paid-in		Accumulated			Noncontrolling			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Stock			Capital		Deficit			Interest			(Deficit)
Balances January 1, 2022		637,755	$	638		2,500	$	3		1,334	$	1		4,617,362,977	$	4,617,363	$	(11,249,934	)	$	196,464,222	$	(217,326,611	)	$	(255,105	)	$	(27,749,423	)

Issuance of common stock for services		-		-		-		-		-		-		5,000,000		5,000		-			130,000		-			-			135,000

Net loss		-		-		-		-		-		-		-		-		-			-		(1,193,761	)		(187,708	)		(1,381,469	)
Balances March 31, 2022		637,755		638		2,500		3		1,334		1		4,622,362,977		4,622,363		(11,249,934	)		196,594,222		(218,520,372	)		(442,813	)		(28,995,892	)

Net income (loss)		-		-		-		-		-		-		-		-		-			-		6,704,305			(172,399	)		6,531,906
Balances June 30, 2022		637,755		638		2,500		3		1,334		1		4,622,362,977		4,622,363		(11,249,934	)		196,594,222		(211,816,067	)		(615,212	)		(22,463,986	)
Balances		637,755		638		2,500		3		1,334		1		4,622,362,977		4,622,363		(11,249,934	)		196,594,222		(211,816,067	)		(615,212	)		(22,463,986	)

Issuance of shares of common stock sold, net of issuance costs of $24,967		-		-		-		-		-		-		83,655,061		83,655		-			730,970		-			-			814,625
Issuance of shares of common stock sold, net of issuance costs		-		-		-		-		-		-		83,655,061		83,655		-			730,970		-			-			814,625

Net loss		-		-		-		-		-		-		-		-		-			-		(534,988	)		(169,565	)		(704,553	)
Net (income) loss		-		-		-		-		-		-		-		-		-			-		(534,988	)		(169,565	)		(704,553	)
Balances September 30, 2022		637,755	$	638		2,500	$	3		1,334	$	1		4,706,018,038	$	4,706,018	$	(11,249,934	)	$	197,325,192	$	(212,351,055	)	$	(784,777	)	$	(22,353,914	)
Balances		637,755	$	638		2,500	$	3		1,334	$	1		4,706,018,038	$	4,706,018	$	(11,249,934	)	$	197,325,192	$	(212,351,055	)	$	(784,777	)	$	(22,353,914	)

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

F-4

OZOP ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2023			2022
	For the Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net income (loss) from continuing operations	$	(6,297,434	)	$	4,832,676
Net income (loss) from discontinued operations		16,088			(386,792	)
Net income (loss)		(6,281,346	)		4,445,884
Adjustments to reconcile net income (loss) to net cash used in operating activities
Non-cash interest expense		1,138,067			5,020,528
Amortization and depreciation		172,470			132,924
Gain on fair value change of derivatives		(1,724,084	)		(15,314,483	)
Inventory write-down		625,000			-
Stock compensation expense		-			136,249
Termination costs of vendor agreements		1,755,082			-
Changes in operating assets and liabilities:
Accounts receivable		143,983			964,393
Inventory		774,091			(409,773	)
Prepaid expenses		(71,458	)		11,499
Vendor deposits		528,719			(2,049,281	)
Accounts payable and accrued expenses		2,152,554			1,714,058
Deferred revenue		495			-
Operating lease liabilities		(98,778	)		(88,885	)
Customer deposits		-			104,932
Net cash used in continuing operations		(885,205	)		(5,331,955	)
Net cash provided by (used in) discontinued operations		(16,088	)		146,733
Net cash used in operating activities		(901,293	)		(5,185,222	)

Cash flows from investing activities:
Purchase of office and computer equipment		(2,162	)		(198,362	)
Net cash used in investing activities		(2,162	)		(198,362	)

Cash flows from financing activities:
Proceeds from sale of common stock, net of costs		1,200,537			814,625
Payments of principal of convertible note payable and notes payable		(700,000	)		-
Net cash provided by financing activities		500,537			814,625

Net decrease in cash		(402,918	)		(4,568,959	)

Cash, Beginning of period		1,369,210			6,632,194

Cash, End of period	$	966,292		$	2,063,235

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	29,025
Cash paid for income taxes	$	-		$	-

Schedule of non-cash Investing or Financing Activity:
Issuance of common stock and preferred stock for consulting fees and compensation	$	-		$	136,249

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

F-5

OZOP ENERGY SOLUTIONS, INC.

Notes to Consolidated Financial Statements

September 30, 2023

(Unaudited)

NOTE 1 - ORGANIZATION

Business

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

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

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

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

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

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

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

NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2023, the Company had an accumulated deficit of $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 the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

F-6

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

Management’s Plans

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

On April 4, 2022, the Company, and GHS Investments LLC (“GHS”). signed a Securities Purchase Agreement (the “1^stGHS Purchase Agreement”) for the sale of up to Two Hundred Million (200,000,000) shares of the Company’s common stock to GHS. We may sell shares of our common stock from time to time over a six (6)- month period ending October 4, 2022, at our sole discretion, to GHS under the GHS Purchase Agreement. On October 17, 2022, the Company and GHS extended the Maturity Date to April 4, 2023. The purchase price shall be 85% of lowest VWAP for the ten (10) days preceding the Company’s notice to GHS for the sale of the Company’s common stock. On April 8, 2022, the Company filed a Prospectus Supplement to the Registration Statement dated October 14, 2021, regarding the GHS Purchase Agreement. During the nine months ended September 30, 2023, the Company sold GHS 51,087,628 shares of common stock and received $205,443, net of offering costs. During the year ended December 31, 2022, the Company sold to GHS 148,912,372 shares of common stock and received $1,141,514, net of offering costs. As of January 23, 2023, the Company sold GHS 200,000,000 shares of common stock.

On January 18, 2023, the Company and GHS signed a Securities Purchase Agreement (the “2^nd GHS Purchase Agreement”) for the sale of up to One Hundred Fifty Million (150,000,000) shares of the Company’s common stock to GHS. The terms and conditions of the 2^nd GHS Purchase Agreement are similar to the terms and conditions of the 1^st GHS Purchase Agreement. During the nine months ended September 30, 2023, the Company sold to GHS 71,717,774 shares of common stock and received $392,777 net of offering costs.

On May 2, 2023, the Company entered into an Equity Financing Agreement (the “Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS. Under the terms of the Financing Agreement, GHS has agreed to provide the Company with up to $10,000,000 of funding upon effectiveness of a registration statement on Form S-1. Pursuant to the effectiveness of the registration statement on July 19, 2023, the Company has the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred fifty percent (250%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS. No put will be made in an amount equaling less than $10,000 or greater than $750,000. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares. During the nine months ended September 30, 2023, the Company sold to GHS 163,625,529 shares of common stock and received $602,317 net of offering costs.

F-7

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

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

Solar PV: Our PV business model involves the design and construction of electrical generating PV systems that can sell power to the utilities 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 remove or reduce the dependency on utilities that currently burdens the EV Charging sectors. It will also reduce or eliminate the lengthy permitting processes and streamline the installations of those EV chargers.

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

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

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

F-8

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

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

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

	○	U.S. Treasury Securities
	○	Cash or cash instruments
	○	U.S agency issues
	○	Other investments as Ceding Company approves

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

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

F-9

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Current Report on Form 10-K filed on April 17, 2023.

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

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits. The Company has no cash equivalents at September 30, 2023, and December 31, 2022.

Sales Concentration and credit risk

Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three and nine months ended September 30, 2023, and 2022, and their accounts receivable balance as of September 30, 2023:

	Sales % Three Months Ended September 30, 2023			Sales % Nine Months Ended September 30, 2023			Sales % Three Months Ended September 30, 2022			Sales % Nine Months Ended September 30, 2022			Accounts receivable balance September 30, 2023
Customer A		82.5	%		92.6	%		N/A			N/A		$	-
Customer B		N/A			N/A			77.5	%		44.5	%	$	-

Accounts Receivable

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

F-10

Inventory

Inventories are valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs consist of finished goods. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including known trends, market conditions, currency exchange rates and other such issues. Based on current market conditions related to solar panels including but not limited to reduced selling prices in the industry and the abundance of inventory supply in the market, management determined that the net realizable value of certain of the Company’s inventory required a lower of cost or market adjustment of $625,000 to the historical cost of inventory purchases for the nine months ended September 30, 2023. Finished goods inventories as of September 30, 2023, and December 31, 2022, were $2,201,935 and $3,601,026, respectively.

Purchase concentration

OES purchases finished renewable energy products from its’ suppliers. For the three and nine months ended September 30, 2023, there was one supplier that accounted for 100%. For the three months ended September 30, 2022, there was one supplier that accounted for 91.7%, and for the nine months ended September 30, 2022, there were four suppliers that accounted for 34.9%, 27.2%, 11.3% and 11.2%, respectively. There are only a handful of major suppliers, and we currently have supply arrangements with some of those vendors. One of these vendors requires a 20% down payment with the balances due on shipment and delivery, while other vendors’ terms are due immediately prior to delivery. We may also buy product from other distributors if we are not able to purchase direct from the manufacturer. While management believes its relationships with its vendors are good, if we are unable to continue to use and/or find alternative suppliers, when we cannot buy direct, it may have a material negative effect on our business.

Property, plant, and equipment

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

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

	Building	10-25 years
	Office furniture and equipment	3-5 years
	Warehouse equipment	7 years

Revenue Recognition

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

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

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

F-11

The following table disaggregates our revenue by major source for the three and nine months ended September 30, 2023, and 2022:

SCHEDULE OF DISAGGREGATION OF REVENUE

	2023		2022		2023		2022
	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Sourced and distributed products	$	155,009	$	3,907,318	$	4,127,633	$	11,576,017
OED Installations		17,550		21,600		77,450		38,100
Total	$	172,559	$	3,928,918	$	4,205,083	$	11,614,117

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

Advertising and Marketing Expenses

The Company expenses advertising and marketing costs as incurred. For the three months ended September 30, 2023, and 2022, the Company recorded advertising and marketing expenses of $15,911 and $8,045, respectively. For the nine months ended September 30, 2023, and 2022, the Company recorded advertising and marketing expenses of $47,081 and $13,233, respectively.

Convertible Instruments

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

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

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

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

Discontinued Operations

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

F-12

Distinguishing Liabilities from Equity

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

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

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

Initial Measurement

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

Subsequent Measurement – Financial Instruments Classified as Liabilities

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

Fair Value of Financial Instruments

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

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

	●	Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
	●	Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	●	Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

F-13

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

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

The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of September 30, 2023, and December 31, 2022, for each fair value hierarchy level:

SCHEDULE OF DERIVATIVE INSTRUMENTS

September 30, 2023	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	2,590,186	$	2,590,186

December 31, 2022	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	4,314,270	$	4,314,270

Leases

The Company accounts for leases under ASU 2016-02 (see Note 14), applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. We allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

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

Income Taxes

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

F-14

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

Segment Policy

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

Earnings (Loss) Per Share

The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of September 30, 2023, and 2022, the Company’s dilutive securities are convertible into approximately 8,840,489,549 and 7,826,372,485, respectively, shares of common stock. The following table represents the classes of dilutive securities as of September 30, 2023, and 2022:

	September 30, 2023		September 30, 2022
Convertible preferred stock (1)		7,586,559,420		7,059,027,462
Unexercised common stock purchase warrants (1)		1,047,024,518		672,024,518
Convertible notes payable (1)		20,535,748		6,529,409
Promissory notes payable (1)		186,369,863		88,791,096
Total		8,840,489,549		7,826,372,485

(1)

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

Recent Accounting Pronouncements

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

Other than the above, there have been no recent accounting pronouncements or changes in accounting pronouncements during the period ended September 30, 2023, that are of significance or potential significance to the Company.

F-15

NOTE 4 – OTHER RECEIVABLES

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

On November 6, 2023, the Company and VSUN entered into a Termination Agreement (the “TA”) after negotiation. Pursuant to the TA, the parties agreed to cancel the remaining unpaid and/or not fully executed purchase orders the Company issued to VSUN, and to apply part of the vendor deposits (totaling $2,525,102 paid to VSUN) to unpaid storage fees of $556,884 and to a termination fee of $1,198,198. The combined amount of storage fees and termination fee of $1,755,082 is classified separately as Loss associated with early termination of vendor agreement on the consolidated statements of operations for the three and nine months ended September 30, 2023. The remaining balance of the deposit of $770,020 is included in Other Receivable on the consolidated balance sheet as of September 30, 2023. The Company received $770,020 on November 17, 2023. In addition, VSUN shall retain the above 40 containers of products in storage as a result of the early termination. The Company and VSUN shall not have any further obligations under the purchase orders which shall be terminated, and the Company shall have no liability to VSUN and VSUN shall have no liability to the Company as a result of or in connection with this termination.

NOTE 5 – PROPERTY AND EQUIPMENT

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

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2023			December 31, 2022
Office equipment	$	224,733		$	222,571
Building and building improvements		600,000			600,000
Less: Accumulated Depreciation		(182,929	)		(110,956	)
Property and Equipment, Net	$	641,804		$	711,615

Depreciation expenses were $25,957 and $14,220 for the three months ended September 30, 2023, and 2022, respectively. Depreciation expenses were $71,973 and $39,432 for the nine months ended September 30, 2023, and 2022, respectively.

NOTE 6 - CONVERTIBLE NOTES PAYABLE

On July 10, 2020, PCTI (the accounting acquirer) assumed the balance of a past-due 15% convertible note issued by the Company on September 13, 2017. As of September 30, 2023, and December 31, 2022, the outstanding principal balance of this note was $25,000.

NOTE 7 – DERIVATIVE LIABILITIES

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

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

The Company valued the derivative liabilities as of September 30, 2023, and December 31, 2022, at $2,590,186 and $4,314,270 respectively. For the derivative liability associated with convertible notes, the Company used the Monte Carlo simulation valuation model with the following assumptions as of September 30, 2023, and December 31, 2022, risk free interest rates at 5.53% and 4.76%, respectively, and volatility of 48% and 71%, respectively. During the year ended December 31, 2022, the Company issued 375,000,000 warrants in conjunction with the extension of certain notes payable. The Company recorded a discount to notes payable of $2,550,000 with the offset to derivative liabilities for the initial fair value of the warrants based on the Black-Scholes option pricing model. The following assumptions were utilized in the initial Black-Scholes valuation of issued warrants during the year ended December 31, 2022, risk free interest rate of 4.45%, volatility of 509%, and an exercise price of $0.0067.

F-16

The following assumptions were utilized in the Black-Scholes valuation of outstanding warrants as of September 30, 2023, and December 31, 2022, risk free interest rate of 5.01% to 5.53%, and 4.39% to 4.73%, respectively, volatility of 69% to 107%, and 109% to 272%, respectively, and exercise prices of $0.0061 to $0.15.

A summary of the activity related to derivative liabilities for the nine months ended September 30, 2023, is as follows:

	Derivative liabilities associated with warrants			Derivative liabilities associated with convertible notes			Total derivative liabilities

Balance January 1, 2023	$	4,285,400		$	28,870		$	4,314,270
Change in fair value		(1,721,052	)		(3,032	)		(1,724,084	)
Balance September 30, 2023	$	2,564,348		$	25,838		$	2,590,186

NOTE 8 – NOTES PAYABLE

The Company has the following notes payable outstanding:

SCHEDULE OF NOTES PAYABLE

	September 30, 2023		December 31, 2022

Note payable, interest at 8%, matured January 5, 2020, in default	$	45,000	$	45,000
Other, due on demand, interest at 6%, currently in default		50,000		50,000
Note payable $750,000 face value, interest at 12%, matured August 24, 2021, in default		375,000		375,000
Note payable $389,423 face value, interest at 12%, matures November 6, 2025		389,423		389,423
Note payable $1,000,000 face value, interest at 12%, matured November 13, 2021, in default		1,000,000		1,000,000
Note payable $2,200,000 face value, interest at 15%, matures October 31, 2024, net of discount of $184,167 (2023) and $311,667 (2022)		2,015,833		1,888,333
Note payable $11,110,000 face value, interest at 15%, matures October 31, 2024, net of discount of $920,833 (2023) and $1,558,333 (2022)		10,189,167		9,551,667
Note payable $3,300,000 face value, interest at 15%, matures October 31, 2024, net of discount of $276,250 (2023) and $467,500 (2022)		3,023,750		2,832,500
Note payable $3,020,000 face value, matured March 31, 2023, net of discount of $0 (2023) and $181,818 (2022), in default		2,070,000		2,588,182
Sub-total notes payable, net of discount		19,158,173		18,720,105
Less long-term portion, net of discount		15,228,750		14,272,500
Current portion of notes payable, net of discount	$	3,929,423	$	4,447,605

On November 11, 2022, the Company entered into a non-interest bearing, $3,020,000 face value promissory note with a third-party lender with scheduled weekly payments and a maturity date of March 31, 2023. In exchange for the issuance of the $3,020,000 note, inclusive of an original issue discount of $250,000, and the reclass of $260,000 from accounts payable and accrued expenses the Company received proceeds of $2,510,000 on November 11, 2022, from the lender. For the nine months ended September 30, 2023, amortization of the original issue discount of $181,818 was charged to interest expense. During the nine months ended September 30, 2023, the Company also repaid $700,000 of the principal of the note. As of September 30, 2023, and December 31, 2022, the outstanding principal balance of this note was $2,070,000 and $2,770,000, respectively, with a carrying value as of September 30, 2023, and December 31, 2022, of $2,070,000 and $2,588,182, respectively, net of unamortized discounts of $181,818 as of December 31, 2022. The Company is in default on the weekly payments. The Company is currently in discussions with the lender regarding an extension of the maturity date.

F-17

On December 7, 2021, the Company entered into a 12%, $3,300,000 face value promissory note with a third-party lender with a maturity date of December 7, 2022. In exchange for the issuance of the $3,300,000 note, inclusive of an original issue discount of $300,000, the Company received proceeds of $3,000,000 on December 13, 2021, from the lender. In conjunction with the note, the Company issued a warrant to purchase 75,000,000 shares of common stock at $0.039 per share (subject to adjustments) with an expiry date on the three-year anniversary of the note. On October 31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15% per annum. The Company issued 75,000,000 warrants at an exercise price of $0.0067 and with an expiration of October 31, 2025, in exchange for the extension. The warrants were valued at $510,000 by the Black-Scholes option pricing method and will be amortized through the new maturity date of the note. The Company determined that this transaction was a modification of the existing note. For the three and nine months ended September 30, 2023, $63,750 and $191,250 was charged to interest expense. As of September 30, 2023, and December 31, 2022, the outstanding principal balance of this note was $3,300,000 with carrying values of $3,023,750 and $2,832,500, respectively, net of unamortized discount of $276,250 and $467,500 as of September 30, 2023, and December 31, 2022, respectively.

On March 17, 2021, the Company entered into a 12%, $11,110,000 face value promissory note with a third-party lender with a maturity date of March 17, 2022. In exchange for the issuance of the $11,110,000 note, inclusive of an original issue discount of $1,000,000 and lender costs of $110,000 the Company received proceeds of $10,000,000 on March 23, 2021, from the lender. In conjunction with the note, the Company issued a warrant to purchase 250,000,000 shares of common stock at $0.13 per share (subject to adjustments) with an expiry date on the three-year anniversary of the note. On October 31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15% per annum. The Company issued 250,000,000 warrants at an exercise price of $0.0067 and with an expiration of October 31, 2025, in exchange for the extension. The warrants were valued at $1,700,000 by the Black-Scholes option pricing method and will be amortized through the new maturity date of the note. The Company determined that this transaction was a modification of the existing note. For the three and nine months ended September 30, 2023, $212,500 and $637,500 was charged to interest expense. As of September 30, 2023, and December 31, 2022, the outstanding principal balance of this note was $11,110,000 with a carrying value of $10,189,167 and $9,551,667, respectively, net of unamortized discounts of $920,833 and $1,558,333, respectively.

On February 9, 2021, the Company entered into a 12%, $2,200,000 face value promissory note with a third-party lender with a maturity date of February 9, 2022. In exchange for the issuance of the $2,200,000 note, inclusive of an original issue discount of $200,000 the Company received proceeds of $2,000,000 on February 16, 2021, from the lender. In conjunction with the note, the Company issued a warrant to purchase 50,000,000 shares of common stock at $0.15 per share (subject to adjustments) with an expiry date on the three-year anniversary of the note. On October 31, 2022, the maturity date of the note was extended to October 31, 2024, and the interest rate was increased to 15% per annum. The Company issued 50,000,000 warrants at an exercise price of $0.0067 and with an expiration of October 31, 2025, in exchange for the extension. The warrants were valued at $340,000 by the Black-Scholes option pricing method and will be amortized through the new maturity date of the note. The Company determined that this transaction was a modification of the existing note. For the three and nine months ended September 30, 2023, $42,500 and $127,500 was charged to interest expense. As of September 30, 2023, and December 31, 2022, the outstanding principal balance of this note was $2,200,000 with a carrying value of $2,015,833 and $1,888,333, respectively, net of unamortized discounts of $184,167 and $311,667, respectively.

On November 13, 2020, the Company entered into a 12%, $1,000,000 face value promissory note with a third-party due November 13, 2021. Principal payments shall be made in six instalments of $166,667 commencing 180 days from the issue date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the maturity date. The Company received proceeds of $890,000 on November 20, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $110,000. In conjunction with this note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 125,000,000 shares of common stock at an exercise price of $0.008, subject to adjustments and expires on the five-year anniversary of the issue date. As of September 30, 2023, and December 31, 2022, the outstanding principal balance of this note was $1,000,000. This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted by law. As of September 30, 2023, and December 31, 2022, the accrued interest is $555,452 and $375,452, respectively. The Company is in discussions with the lender regarding the extension of the maturity date of this note.

F-18

On November 6, 2020, the Company entered into a Settlement Agreement with the holder of $120,000 of convertible notes with accrued and unpaid interest of $8,716 and a $210,000 Promissory Noted dated June 23, 2020, with accrued and unpaid interest of $15,707. The Company issued a new 12% Promissory Note with a face value of $389,423 and a maturity date of November 6, 2023. In conjunction with this settlement, the Company issued a warrant to purchase 60,000,000 shares of common stock at an exercise price of $0.0075, subject to adjustments and expires on the five-year anniversary of the issue date. The Company analyzed the transaction and concluded that this was a modification to the existing debt. The investor exercised the warrant on January 14, 2021. On November 6, 2023, the holder and the Company agreed to extend the maturity date to November 6, 2025, with an interest rate increasing to 15%, and the Company agreed to issue a warrant to purchase 60,000,000 shares of common stock at an exercise price of $0.0019. The warrant expires on November 6, 2026, and provides for a cashless exercise.

On August 24, 2020 (the “Issue Date”), the Company entered into a 12%, $750,000 face value promissory note with a third-party (the “Holder”) due August 24, 2021 (the “Maturity Date”). Principal payments shall be made in six instalments of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date. The Company received proceeds of $663,000 on August 25, 2020, and the Company reimbursed the investor for expenses for legal fees and due diligence of $87,000. In conjunction with this Note, the Company issued 2 common stock purchase warrants; each warrant entitles the Holder to purchase 122,950,819 shares of common stock at an exercise price of $0.0061, subject to adjustments and expires on the five-year anniversary of the Issue Date. During the year ended December 31, 2021, the Company paid $375,000 to the Holder. On May 3, 2021, the Company issued 75,000,000 shares of common stock to the Holder, upon the cashless exercise of a portion of the warrants. As of September 30, 2023, and December 31, 2022, the outstanding principal balance of this note was $375,000. This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted by law. As of September 30, 2023, and December 31, 2022, the accrued interest is $247,747 and $180,247, respectively. The Company is in discussions with the lender regarding the extension of the maturity date of this note.

NOTE 9 – DEFERRED LIABILITY

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

No payments have been made and the Company is in default of the agreement. On November 11, 2022, the third-party and the Company agreed to reduce the liability by $260,000 and add $260,000 to the promissory note issued on November 11, 2022. The deferred liability as of September 30, 2023, and December 31, 2022, on the consolidated balance sheet is $490,495 and $490,000, respectively.

F-19

NOTE 10 – RELATED PARTY TRANSACTIONS

Employment Agreement

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

Management Fees and related party payables

For the three and nine months ended September 30, 2023, and 2022, the Company recorded expenses to its officers in the following amounts:

SCHEDULE OF EXPENSES TO OFFICERS

	2023		2022		2023		2022
	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
CEO, parent	$	240,000	$	220,000	$	720,000	$	600,000
CEO, parent-bonus		-		-		-		250,000
Total	$	240,000	$	220,000	$	720,000	$	850,000

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Agreements

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

On April 13, 2021, the Company agreed to engage PJN Strategies, LLC (“PJN”) as a consultant. Pursuant to the agreement, the Company agreed to compensate PJN $20,000 per month. Effective September 1, 2021, a new agreement was entered into between PJN and Ozop Capital. Pursuant to the terms of the one-year agreement Ozop Capital agreed to compensate PJN $84,000 per month. For the three and nine months ended September 30, 2022, the Company recorded $252,000 and $756,000, respectively, of consulting expenses.

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

F-20

On March 15, 2021, the Company entered into a consulting agreement with Aurora Enterprises (“Aurora”). Mr. Steven Martello is a principal of Aurora. Pursuant to the agreement Mr. Martello will provide strategic analysis regarding existing markets and revenue streams as well as the development of new lines of revenue. The Company agreed to a monthly retainer fee of $10,000 and to issue to Aurora or their designee 5,000,000 shares of restricted common stock. Effective September 30, 2022, Mr. Martello was no longer providing consulting services to the Company. For the three and nine months ended September 30, 2022, the Company has recorded consulting expenses of $50,000 and $110,000, respectively.

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

On March 4, 2019, the Company entered into a Separation Agreement (the “Separation Agreement”) with Salman J. Chaudhry, pursuant to which the Company agreed to pay Mr. Chaudry $227,200 (the “Outstanding Fees”) in certain increments as set forth in the Separation Agreement. As of September 30, 2023, and December 31, 2022, the balance owed Mr. Chaudhry is $162,085.

On September 2, 2020, PCTI entered into an Agreement with a third-party. Pursuant to the terms of the agreement, in exchange for $750,000, PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the agreement. On February 26, 2021, the agreement was assigned to Ozop and on March 4, 2021, the agreement was amended, whereby in exchange for 175,000,000 shares of common stock, the royalty percentage was amended to 1.8% (see Note 9). As of September 30, 2023, and December 31, 2022, the Company has recorded $243,272, respectively, and is included in accounts payable and accrued expenses on the consolidated balance sheet presented herein.

Legal matters

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

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

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

F-21

NOTE 12– STOCKHOLDERS’ EQUITY

Common stock

During the nine months ended September 30, 2023, the Company issued 286,430,931 shares of common stock and received net proceeds of $1,200,537 after issuance costs of $40,190. During the three months ended September 30, 2023, the Company issued 163,625,529 shares of common stock and received net proceeds of $602,317 after issuance costs of $17,522.

During the three and nine months ended September 30, 2022, the Company issued 83,655,061 shares of common stock and received net proceeds of $814,625 after issuance costs of $24,967. The Company also issued 5,000,000 shares of restricted common stock in the aggregate for services, valued at $135,000, during the nine months ended September 30, 2022.

As of September 30, 2023, the Company has 6,990,000,000 shares of $0.001 par value common stock authorized and there are 5,057,706,280 shares of common stock issued and outstanding.

Preferred stock

As of September 30, 2023, 10,000,000 shares have been authorized as preferred stock, par value $0.001 (the “Preferred Stock”), which such Preferred Stock shall be issuable in such series, and with such designations, rights and preferences as the Board of Directors may determine from time to time.

Series C Preferred Stock

On July 7, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series C Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company’s preferred remain designated as Series C Preferred Stock. The holders of Series C Preferred Stock have no conversion rights and no dividend rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote. As of September 30, 2023, and December 31, 2022, there were 2,500 shares of Series C Preferred Stock issued and outstanding and the shares are held by Mr. Conway.

Series D Preferred Stock

On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock.

On July 27, 2021, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation of Series D Preferred Stock (the “Series D Amendment”). Under the terms of the Series D Amendment, 4,570 shares of the Company’s preferred stock will be designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not be entitled to receive dividends. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock and multiply that result by the number of shares of Series D Convertible Preferred Stock being converted. Except as provided in the Series D Amendment or as otherwise required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. The Series D Convertible Preferred Stock shall not bear any liquidation rights. On July 28, 2021, the Company closed on a Stock and Warrant Purchase Agreement (the “Series D SPA”). Pursuant to the terms of Series D SPA, an investor in exchange for $13,200,000 purchased one share of Series D Preferred Stock, and a warrant to acquire 3,236 shares of Series D Preferred Stock. As of September 30, 2023, and December 31, 2022, there were 1,334 shares, respectively, of Series D Preferred Stock issued and outstanding and a warrant to purchase 3,236 shares of Series D Preferred Stock are outstanding as of September 30, 2023, and December 31, 2022.

F-22

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

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

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

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

Series E Preferred Stock

On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series E Preferred Stock. Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock have been designated as Series E Preferred Stock. The holders of the Series E Convertible Preferred Stock shall not be entitled to receive dividends. No holder of the Series E Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, except as may be otherwise expressly required by law. At any time, the Corporation may redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1,000 (one thousand dollars) per share. The shares of Series E Preferred Stock have not been registered under the Securities Act of 1933 or the laws of any state of the United States and may not be transferred without such registration or an exemption from registration. As of September 30, 2023, and December 31, 2022, there were -0- shares of Series E Preferred Stock issued and outstanding, respectively.

NOTE 13 – NONCONTROLLING INTEREST

On August 19, 2021, the Company formed Ozop Capital. The Company initially owned 51% with PJN Holdings, LLC (“PJN”) owning 49%. Brian Conway was appointed as the sole officer and director of Ozop Capital and has voting control of Ozop Capital. The Company presents interest held by noncontrolling interest holders within noncontrolling interest in the consolidated financial statements. On September 13, 2022, there was a change in the ownership percentages, as PJN returned 490,000 shares, representing their 49% ownership. As of that date, Ozop Capital is a wholly owned subsidiary of the Company. As of September 30, 2023, and December 31, 2022, the accumulative noncontrolling interest is $784,777.

F-23

NOTE 14 - OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES

On April 14, 2021, the Company entered into a five-year lease which began on June 1, 2021, for approximately 8,100 square feet of office and warehouse space in Carlsbad, California, expiring May 31, 2026. Initial lease payments of $13,481 begin on June 1, 2021, and increase by approximately 2.4% annually thereafter. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 7.5%, as the interest rate implicit in most of our leases is not readily determinable. During the year ended December 31, 2021, upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $702,888 for this lease. On February 22, 2023, with an effective date of March 1, 2023, the Company entered into a Sublease for a Single Subleasee Agreement (the “Sublease”) with the landlord and a third party for the office and warehouse in Carlsbad California. Pursuant to the Sublease agreement, the third party will be responsible for all of the Company’s lease obligations through May 31, 2026, the lease termination date. The Company and the subleasee have agreed to work together regarding any existing Company inventory in the facility.

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

Right-of-use assets are summarized below:

SCHEDULE OF RIGHT-OF-USE ASSETS

	September 30, 2023			December 31, 2022
Office and warehouse lease	$	702,888		$	702,888
Less: Accumulated amortization		(295,678	)		(195,182	)
Right-of-use assets, net	$	407,210		$	507,706

Operating lease liabilities are summarized as follows:

SCHEDULE OF OPERATING LEASE LIABILITIES

	September 30, 2023			December 31, 2022
Lease liability	$	419,112		$	517,890
Less current portion		(144,257	)		(133,508	)
Long term portion	$	274,855		$	384,382

Maturity of lease liabilities are as follows:

	Amount
For the year ending December 31, 2023	$	42,372
For the year ending December 31, 2024		171,840
For the year ending December 31, 2025		175,942
For the year ending December 31, 2026		74,030
Total	$	464,184
Less: present value discount		(45,072	)
Lease liability	$	419,112

F-24

NOTE 15 – DISCONTINUED OPERATIONS

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

The results of operations of this component, for all periods, are separately reported as “discontinued operations”. A reconciliation of the major classes of line items constituting the income (loss) from discontinued operations, net of income taxes as is presented in the Consolidated Statements of Operations for the three and nine months ended September 30, 2023, and 2022 are summarized below:

	2023		2022			2023		2022
	Three months ended September 30,					Nine months ended September 30,
	2023		2022			2023		2022
Revenues	$	5,362	$	5,363		$	16,088	$	281,038
Cost of goods sold		-		3,572			-		259,828
Gross profit		5,362		1,791			16,088		21,210
Operating expenses		-		27,244			-		384,991
Interest expense		-		8,517			-		23,011
Income (loss) from discontinued operations	$	5,362	$	(33,970	)	$	16,088	$	(386,792	)

There are no assets as of September 30, 2023, and December 31, 2022, as the secured lender has taken possession. Liabilities of discontinued operations are separately reported as “liabilities held for disposal” as of September 30, 2023, and December 31, 2022. All liabilities are classified as current. The following tables present the reconciliation of carrying amounts of the major classes of liabilities of the Company classified as discontinued operations in the consolidated balance sheets at September 30, 2023, and December 31, 2022:

Current liabilities

	September 30, 2023		December 31, 2022
Accounts payable and accrued liabilities	$	445,565	$	445,565
Current portion of notes payable		589,246		589,246
Operating lease liability		-		3,575
Deferred revenues		8,936		21,451
Total current liabilities of discontinued operations	$	1,043,747	$	1,059,837

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

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

NOTE 16 - INCOME TAXES

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

In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical and anticipated future income, management has determined that the deferred tax assets do not meet the more-likely-than-not threshold for realizability.

NOTE 17 – SUBSEQUENT EVENTS

From October 1, 2023, through the filing of this report, the Company sold GHS 225,731,372 shares of common stock for proceeds of $350,852 net of offering costs. These sales were under the May 1, 2023, GHS Equity Financing Agreement.

On November 6, 2023, the Company entered into a Termination Agreement with VSUN (See Note 4).

On November 6, 2023, a noteholder and the Company signed an extension agreement to extend the maturity date of a note with face value of $389,423 to November 6, 2025, with interest rate increasing from 12% to 15%. The note was originally due on November 6, 2023. In connection with the extension, the Company agreed to issue a warrant to the noteholder to purchase 60,000,000 shares of common stock at an exercise price of $0.0019. The warrant expires on November 6, 2026, and provides for a cashless exercise (See Note 8).

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

F-25

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

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

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

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

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

THE COMPANY

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

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

Equipment Distributor: OES has entered the component supply/distribution side of the renewable, resiliency and energy storage industries distributing the core components associated with residential and commercial solar PV systems as well as onsite battery storage and power generation. In April 2021, the Company signed a five-year lease (beginning June 1, 2021) of approximately 8,100 SF in California, for office and warehouse space to support the sales and distribution of our west coast operations. The components we are distributing include PV panels, solar inverters, solar mounting systems, stationary batteries, onsite generators and 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-house sales team.

Solar PV: Our PV business model involves the design and construction of electrical generating PV systems that can sell power to the utilities 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 the EV Charging sectors. It will also reduce or eliminate the lengthy permitting processes and streamline the installation of those EV chargers.

Modular Energy 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 the EV markets. OES has acquired through a license the rights to a proprietary system, the Neo-Grids^TMSystem (patent pending), for the capture and distribution of electrical energy for the EV market. The Neo-Grids^TM System will serve both the private auto and the commercial sectors. The exponential growth of the EV industry has been accelerated by the recent major commitments of most of the major car manufacturers. Our Neo-Grids^TMSystem leverages this accelerated growth by offering (1) charging locations that can be rapidly installed in restricted areas or load limits and (2) EV charger electricity that is produced from renewable sources having little to no carbon footprint.

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

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

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

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

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

	○	U.S. Treasury Securities
	○	Cash or cash instruments
	○	U.S agency issues
	○	Other investments as Ceding Company approves

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

Discontinued Operations

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

Revenue

For the 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 began in the quarter ended June 30, 2022, and are classified as design and installation. Sales are summarized as follows:

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Sourced and distributed products	$	155,009	$	3,907,318	$	4,127,633	$	11,576,017
Design and installation		17,550		21,600		77,450		38,100
Total	$	172,559	$	3,928,918	$	4,205,083	$	11,614,117

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

Cost of sales

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

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Sourced and distributed products	$	126,438	$	3,598,134	$	3,630,030	$	10,634,170
Inventory write down		-		-		625,000		-
	$	126,438	$	3,598,134	$	4,255,030	$	10,634,170

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

	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
Gross margin		18.4	%		7.9	%		(3.1	)%		8.1	%

For the three months ended September 30, 2023, the increase in gross margin compared to the three months ended September 30, 2022, is a result of 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 months ended September 30, 2023, the decrease in gross margin compared to the nine months ended September 30, 2022, is a result of the $625,000 inventory write down..

Operating expenses

Total operating 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 comprised of:

	Three Months Ended September 30, 2023		Three Months Ended September 30, 2022		Nine Months Ended September 30, 2023		Nine Months Ended September 30, 2022
Wages and management fees, related parties, including stock-based compensation	$	240,000	$	220,000	$	720,000	$	850,000
Stock-based compensation, other		-		-		-		136,249
Salaries, taxes, and benefits		212,240		411,411		733,334		966,321
Professional and consulting fees		213,392		495,820		734,338		1,674,319
Advertising and marketing		15,911		8,045		47,081		13,233
Rent and office expenses		16,689		63,287		88,118		186,228
Termination costs		1,755,082		-		1,755,082		-
Insurance		71,815		88,256		188,412		222,547
General and administrative		112,666		227,705		404,262		600,023
Total operating expenses	$	2,637,795	$	1,514,524	$	4,670,627	$	4,648,920

Effective January 1, 2022, the Company entered into an employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway received a $250,000 contract renewal bonus (included in the nine months ended September 30, 2022) and receives annual compensation of $240,000 from the Company and will also be eligible to receive bonuses and equity grants at the discretion of the BOD. The Company also agreed to compensate Mr. Conway for services provided directly to any of the Company’s subsidiaries. Ozop Capital increased Mr. Conway’s compensation to $20,000 per month in January 2022, OES began compensating Mr. Conway $20,000 in March 2022, and OED began compensating Mr. Conway $20,000 per month beginning in April 2022.

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

	●	5,000,000 shares of common stock issued in the aggregate to two employees pursuant to their offers of employment dated March 31, 2021. The shares were valued at $0.027 per share. During the nine months ended September 30, 2022, the Company included $135,000 in stock compensation expense.
	●	$1,249 of amortization of stock compensation for shares issued in April 2021.

Salaries, taxes, and benefits 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 of the termination for cause of all of the employees in the west coast location related to Ozop Energy Systems. This decrease was reduced by the increases in Ozop Engineering and Design (“OED”) and EV Insurance Company (“Ozop Plus”) 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 September 30, 2023, and 2022, salaries, taxes and benefits were comprised of the following:

	Three Months Ended September 30, 2023		Three Months Ended September 30, 2022		Nine Months Ended September 30, 2023		Nine Months Ended September 30, 2022
Ozop Energy Systems	$	70,956	$	268,091	$	213,051	$	767,439
Ozop Engineering and Design		107,697		143,320		418,832		198,882
EV Insurance Company		33,587		-		101,451		-
Total	$	212,240	$	411,411	$	733,334	$	966,321

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

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

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

Rent and office expenses (including supplies, utilities, and internet costs) decreased for the 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 subleased the Carlsbad office and warehouse to a third party.

Termination costs 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 a third-party warehouse and purchase order termination fees charged by the Company’s solar panel supplier, all of which was in connection with an early termination of vendor agreement.

Insurance expenses 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 and workers compensation expenses related thereto. The decrease was reduced by the health insurance costs for OED for the full three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022. The Company estimates that the monthly 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, compared to other income, net, for the three and nine months ended September 30, 2022, of ($513,157) and ($8,501,649), respectively, and were as follows:

	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
Interest expense	$	1,039,735		$	1,424,553		$	3,300,944		$	6,812,834
Gain on change in fair value of derivatives		(3,304,989	)		(1,937,710	)		(1,724,084	)		(15,314,483	)
Total other (income) expense	$	(2,265,254	)	$	(513,157	)	$	1,576,860		$	(8,501,649	)

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

Net income (loss) attributable to the Company

Net loss attributable to the Company for the three months ended September 30, 2023, was $321,058 compared to net loss of $534,988 for the three months ended September 30, 2022. The change was primarily a result of the termination expense described above, which were offset by the gain on the change in fair value of derivatives for the three months ended September 30, 2023, compared to the gain for the three months ended September 30, 2022. The decrease in net loss attributable to the Company was also a result of lower interest expense, partially offset by the lower gross profit recognized in the current quarter compared to the quarter ending September 30, 2022. The net loss attributable to 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 months ended September 30, 2022. The change was a result of the termination expense and less gain on change in fair value of derivatives for the nine months ended September 30, 2023, compared to the gain for the nine months ended September 30, 2022, also a result of lower gross profits for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, as a result of lower sales and the Inventory Adjustment increasing the cost of goods sold by $625,000 for the nine months ended September 30, 2023. These increases on losses were partially offset by the decrease in interest expense for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022.

Liquidity and Capital Resources

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

For the 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.

As of 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 current liabilities of $15,714,672 (including $2,590,186 of non-cash derivative liabilities), compared to current assets of $4,098,277, which resulted in a working capital deficit of $11,616,395. The current liabilities are comprised of accounts payable, accrued expenses, convertible debt, derivative liabilities, customer deposits, deferred liability, lease obligations, notes payable and liabilities of discontinued operations.

Operating Activities

For the nine months ended September 30, 2023, net cash used in operating activities was $901,293 compared to $5,185,222 for the nine months ended September 30, 2022. For the nine months ended September 30, 2023, our net cash used in operating activities was primarily attributable to 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 the termination expense of $1,755,082, interest expense of $1,138,067, the inventory write-down of $625,000 and amortization and depreciation of $172,470. Net changes of $3,429,606 in operating assets and liabilities reduced the cash used in operating activities.

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

Investing Activities

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

Financing Activities

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

Critical Accounting Policies

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

Use of Estimates

Inventory

Convertible Instruments

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

Revenue Recognition

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from 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 obligation is satisfied.

Earnings (Loss) Per Share

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

OFF BALANCE SHEET ARRANGEMENTS

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2023. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective for the reasons discussed below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of September 30, 2023, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

	1.	We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

	2.	We did not maintain appropriate cash controls – As of September 30, 2023, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Controls over Financial Reporting

There has been no change in our internal control over financial reporting occurred during the three and nine months ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our Company. We are involved as a plaintiff in a Complaint filed in the SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN DIEGO NORTH COUNTY (the “Complaint”) on November 14, 2022. The Complaint alleges that former employees would place an order from a customer for purchase of product from OZOP with funds the exact source of which is presently unknown. OZOP alleges that next, the customer would sell that product to OZOP’s customers at a price marked up from the price for which the customer purchased from OZOP – to the benefit of Defendants and to the detriment of OZOP, their employer at the time. The Complaint further alleges that the former employees falsely represented that the price the customer was obtaining from other suppliers and therefore was willing to pay for OZOP product decreased, which allowed them to use the customer to then sell additional product to OZOP’s customers at increasingly larger margins, thus further wrongfully enriching themselves to the detriment of their employer, OZOP. The lawsuit also alleges that the employees were also making false statements to Ozop’s customers regarding the financial condition of Ozop and the lack of module inventory.

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

Item 1A. RISK FACTORS

Not applicable for smaller reporting companies.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following are all shares issued during the quarter ended September 30, 2023:

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

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

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

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

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

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

Item 3. DEFAULTS UPON SENIOR SECURITIES

None

Item 4. MINE SAFETY DISCLOSURE

Not applicable.

Item 5. OTHER INFORMATION

	(a)	None.
	(b)	During the quarter ended September 30, 2023, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

Item 6. EXHIBITS

The following documents are filed as part of this report:

Exhibit No.		Description

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 20, 2023

*/s/ Brian P Conway*
Brian P. Conway
Chief Executive Officer
(principal executive officer)
(principal financial and accounting officer)

Exhibit 31.1

CERTIFICATION

I, Brian P. Conway, Chief Executive Officer of OZOP ENERGY SOLUTIONS, INC. (the “registrant”), certify that:

1.	I have reviewed this quarterly report on Form 10-Q of the registrant for the period ended September 30, 2023;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2023

*/s/ Brian P. Conway*
Brian P Conway
Chief Executive Officer
(principal executive officer)

Exhibit 31.2

CERTIFICATION

I, Brian P. Conway, Interim Chief Financial Officer of OZOP ENERGY SOLUTIONS, INC. (the “registrant”), certify that:

1.	I have reviewed this quarterly report on Form 10-Q of the registrant for the period ended September 30, 2023;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2023

*/s/ Brian P Conway*
Brian P Conway
Interim Chief Financial Officer
(principal financial and accounting officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in his capacity as an officer of OZOP ENERGY SOLUTIONS, INC. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1) The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2023, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 20, 2023

*/s/ Brian P Conway*
Brian P. Conway
Chief Executive Officer
(principal executive officer)
(principal financial and accounting officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 15, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-55976
Entity Registrant Name	OZOP ENERGY SOLUTIONS, INC.
Entity Central Index Key	0001679817
Entity Tax Identification Number	35-2540672
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	55 Ronald Reagan Blvd.
Entity Address, City or Town	Warwick
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10990
City Area Code	877
Local Phone Number	785-6967
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		5,283,437,652

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 966,292	$ 1,369,210
Prepaid expenses	130,861	59,405
Accounts receivable	29,169	173,151
Inventory	2,201,935	3,601,026
Vendor deposits		3,053,821
Other receivable	770,020
Total Current Assets	4,098,277	8,256,613
Operating lease right-of-use asset, net	407,210	507,706
Property and equipment, net	641,804	711,615
Other assets	13,408	13,408
TOTAL ASSETS	5,160,699	9,489,342
Current Liabilities
Accounts payable and accrued expenses	7,241,564	5,089,009
Convertible notes payable, net of discounts	25,000	25,000
Current portion of notes payable, net of discounts	3,929,423	4,447,605
Customer deposits	250,000	250,000
Derivative liabilities	2,590,186	4,314,270
Operating lease liability, current portion	144,257	133,508
Deferred liability	490,495	490,000
Liabilities of discontinued operations	1,043,747	1,059,837
Total Current Liabilities	15,714,672	15,809,229
Long Term Liabilities
Notes payable, net of discount	15,228,750	14,272,500
Operating lease liability, net of current portion	274,855	384,382
TOTAL LIABILITIES	31,218,277	30,466,111
COMMITMENTS AND CONTINGENCIES
Stockholders’ Deficit
Preferred Stock	3	3
Common stock (6,990,000,000 shares authorized, par value$0.001; 5,057,706,280 and 4,771,275,349 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively)	5,057,706	4,771,275
Treasury stock, at cost, 47,500 shares of Sereis C Preferred Stock and 18,667 shares of Series D Preferred Stock	(11,249,934)	(11,249,934)
Common stock to be issued; 637,755 shares as of September 30, 2023, and December 31, 2022	638	638
Additional paid in capital	198,500,930	197,586,824
Accumulated deficit	(217,582,145)	(211,300,799)
Total Ozop Energy Solutions, Inc. stockholders’ deficit	(25,272,801)	(20,191,992)
Noncontrolling interest	(784,777)	(784,777)
TOTAL STOCKHOLDERS’ DEFICIT	(26,057,578)	(20,976,769)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	5,160,699	9,489,342
Series D Preferred Stock [Member]
Stockholders’ Deficit
Preferred Stock	1	1
Series E Preferred Stock [Member]
Stockholders’ Deficit
Preferred Stock

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	6,990,000,000	6,990,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	5,057,706,280	4,771,275,349
Common stock, shares outstanding	5,057,706,280	4,771,275,349
Common stock to be issued	637,755	637,755
Series C Preferred Stock [Member]
Preferred stock, shares authorized	50,000	50,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	2,500	2,500
Preferred stock, shares outstanding	2,500	2,500
Treasury stock, shares	47,500	47,500
Series D Preferred Stock [Member]
Preferred stock, shares authorized	4,570	4,570
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	1,334	1,334
Preferred stock, shares outstanding	1,334	1,334
Treasury stock, shares	18,667	18,667
Series E Preferred Stock [Member]
Preferred stock, shares authorized	3,000	3,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 172,559	$ 3,928,918	$ 4,205,083	$ 11,614,117
Cost of goods sold	126,438	3,598,134	4,255,030	10,634,170
Gross profit (loss)	46,121	330,784	(49,947)	979,947
Operating expenses:
General and administrative, related parties	240,000	220,000	720,000	850,000
Loss associated with early termination of vendor agreement	1,755,082		1,755,082
General and administrative, other	642,713	1,294,524	2,195,545	3,798,920
Total operating expenses	2,637,795	1,514,524	4,670,627	4,648,920
Loss from continuing operations	(2,591,674)	(1,183,740)	(4,720,574)	(3,668,973)
Other (income) expenses:
Interest expense	1,039,735	1,424,553	3,300,944	6,812,834
Gain on change in fair value of derivatives	(3,304,989)	(1,937,710)	(1,724,084)	(15,314,483)
Total Other (Income) Expenses	(2,265,254)	(513,157)	1,576,860	(8,501,649)
Income (loss) from continuing operations before income taxes	(326,420)	(670,583)	(6,297,434)	4,832,676
Income tax provision
Net income (loss) from continuing operations	(326,420)	(670,583)	(6,297,434)	4,832,676
Discontinued Operations:
Income (loss) from discontinued operations, net of tax	5,362	(33,970)	16,088	(386,792)
Net income (loss)	(321,058)	(704,553)	(6,281,346)	4,445,884
Less: net loss attributable to noncontrolling interest		(169,565)		(529,672)
Net income (loss) attributable to Ozop Energy Solutions, Inc.	$ (321,058)	$ (534,988)	$ (6,281,346)	$ 4,975,556
Income (loss) from contuining operations per share of common stock basic	$ (0.00)	$ (0.00)	$ (0.00)	$ 0.00
Income (loss) from contuining operations per share of common stock diluted	(0.00)	(0.00)	(0.00)	0.00
Income (loss) from discontinued operations per share of common stock basic	0.00	(0.00)	0.00	(0.00)
Income (loss) from discontinued operations per share of common stock fully diluted	0.00	(0.00)	0.00	(0.00)
Income (loss) per share fully basic	(0.00)	(0.00)	(0.00)	0.00
Income (loss) per share fully diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ 0.00
Weighted average shares outstanding Basic	4,947,838,419	4,662,912,471	4,892,061,891	4,635,036,984
Weighted average shares outstanding Diluted	4,947,838,419	4,662,912,471	4,892,061,891	4,635,036,984

Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock To Be Issued [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Preferred Stock [Member] Series D Preferred Stock [Member]	Common Stock [Member]	Treasury Stock, Common [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balances at Dec. 31, 2021	$ 638	$ 3	$ 1	$ 4,617,363	$ (11,249,934)	$ 196,464,222	$ (217,326,611)	$ (255,105)	$ (27,749,423)
Balance, shares at Dec. 31, 2021	637,755	2,500	1,334	4,617,362,977
Net (income) loss							(1,193,761)	(187,708)	(1,381,469)
Issuance of common stock for services				$ 5,000		130,000			135,000
Issuance of shares of common stock sold, shares				5,000,000
Balances at Mar. 31, 2022	$ 638	$ 3	$ 1	$ 4,622,363	(11,249,934)	196,594,222	(218,520,372)	(442,813)	(28,995,892)
Balance, shares at Mar. 31, 2022	637,755	2,500	1,334	4,622,362,977
Balances at Dec. 31, 2021	$ 638	$ 3	$ 1	$ 4,617,363	(11,249,934)	196,464,222	(217,326,611)	(255,105)	(27,749,423)
Balance, shares at Dec. 31, 2021	637,755	2,500	1,334	4,617,362,977
Issuance of shares of common stock sold, shares				83,655,061
Net (income) loss									4,445,884
Balances at Sep. 30, 2022	$ 638	$ 3	$ 1	$ 4,706,018	(11,249,934)	197,325,192	(212,351,055)	(784,777)	(22,353,914)
Balance, shares at Sep. 30, 2022	637,755	2,500	1,334	4,706,018,038
Balances at Mar. 31, 2022	$ 638	$ 3	$ 1	$ 4,622,363	(11,249,934)	196,594,222	(218,520,372)	(442,813)	(28,995,892)
Balance, shares at Mar. 31, 2022	637,755	2,500	1,334	4,622,362,977
Net (income) loss							6,704,305	(172,399)	6,531,906
Balances at Jun. 30, 2022	$ 638	$ 3	$ 1	$ 4,622,363	(11,249,934)	196,594,222	(211,816,067)	(615,212)	(22,463,986)
Balance, shares at Jun. 30, 2022	637,755	2,500	1,334	4,622,362,977
Issuance of shares of common stock sold, net of issuance costs				$ 83,655		730,970			814,625
Issuance of shares of common stock sold, shares				83,655,061
Net (income) loss							(534,988)	(169,565)	(704,553)
Balances at Sep. 30, 2022	$ 638	$ 3	$ 1	$ 4,706,018	(11,249,934)	197,325,192	(212,351,055)	(784,777)	(22,353,914)
Balance, shares at Sep. 30, 2022	637,755	2,500	1,334	4,706,018,038
Balances at Dec. 31, 2022	$ 638	$ 3	$ 1	$ 4,771,275	(11,249,934)	197,586,824	(211,300,799)	(784,777)	(20,976,769)
Balance, shares at Dec. 31, 2022	637,755	2,500	1,334	4,771,275,349
Issuance of shares of common stock sold, net of issuance costs				$ 107,757		418,636			526,393
Issuance of shares of common stock sold, shares				107,756,783
Net (income) loss							(2,527,552)		(2,527,552)
Balances at Mar. 31, 2023	$ 638	$ 3	$ 1	$ 4,879,032	(11,249,934)	198,005,460	(213,828,351)	(784,777)	(22,977,928)
Balance, shares at Mar. 31, 2023	637,755	2,500	1,334	4,879,032,132
Balances at Dec. 31, 2022	$ 638	$ 3	$ 1	$ 4,771,275	(11,249,934)	197,586,824	(211,300,799)	(784,777)	(20,976,769)
Balance, shares at Dec. 31, 2022	637,755	2,500	1,334	4,771,275,349
Issuance of shares of common stock sold, shares				286,430,931
Net (income) loss									(6,281,346)
Balances at Sep. 30, 2023	$ 638	$ 3	$ 1	$ 5,057,706	(11,249,934)	198,500,930	(217,582,145)	(784,777)	(26,057,578)
Balance, shares at Sep. 30, 2023	637,755	2,500	1,334	5,057,706,280
Balances at Mar. 31, 2023	$ 638	$ 3	$ 1	$ 4,879,032	(11,249,934)	198,005,460	(213,828,351)	(784,777)	(22,977,928)
Balance, shares at Mar. 31, 2023	637,755	2,500	1,334	4,879,032,132
Issuance of shares of common stock sold, net of issuance costs				$ 15,049		56,778			71,827
Issuance of shares of common stock sold, shares				15,048,619
Net (income) loss							(3,432,736)		(3,432,736)
Balances at Jun. 30, 2023	$ 638	$ 3	$ 1	$ 4,894,081	(11,249,934)	198,062,238	(217,261,087)	(784,777)	(26,338,837)
Balance, shares at Jun. 30, 2023	637,755	2,500	1,334	4,894,080,751
Issuance of shares of common stock sold, net of issuance costs				$ 163,625		438,692			602,317
Issuance of shares of common stock sold, shares				163,625,529
Net (income) loss							(321,058)		(321,058)
Balances at Sep. 30, 2023	$ 638	$ 3	$ 1	$ 5,057,706	$ (11,249,934)	$ 198,500,930	$ (217,582,145)	$ (784,777)	$ (26,057,578)
Balance, shares at Sep. 30, 2023	637,755	2,500	1,334	5,057,706,280

Consolidated Statement of Stockholders' Deficit (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]
Issuance cost	$ 17,522	$ 3,558	$ 19,110	$ 24,967

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss) from continuing operations	$ (326,420)		$ (670,583)		$ (6,297,434)	$ 4,832,676
Net income (loss) from discontinued operations					16,088	(386,792)
Net income (loss)	(321,058)	$ (2,527,552)	(704,553)	$ (1,381,469)	(6,281,346)	4,445,884
Adjustments to reconcile net income (loss) to net cash used in operating activities
Non-cash interest expense					1,138,067	5,020,528
Amortization and depreciation					172,470	132,924
Gain on fair value change of derivatives					(1,724,084)	(15,314,483)
Inventory write-down					625,000		$ 237,091
Stock compensation expense						136,249
Termination costs of vendor agreements					1,755,082
Changes in operating assets and liabilities:
Accounts receivable					143,983	964,393
Inventory					774,091	(409,773)
Prepaid expenses					(71,458)	11,499
Vendor deposits					528,719	(2,049,281)
Accounts payable and accrued expenses					2,152,554	1,714,058
Deferred revenue					495
Operating lease liabilities					(98,778)	(88,885)
Customer deposits						104,932
Net cash used in continuing operations					(885,205)	(5,331,955)
Net cash provided by (used in) discontinued operations					(16,088)	146,733
Net cash used in operating activities					(901,293)	(5,185,222)
Cash flows from investing activities:
Purchase of office and computer equipment					(2,162)	(198,362)
Net cash used in investing activities					(2,162)	(198,362)
Cash flows from financing activities:
Proceeds from sale of common stock, net of costs					1,200,537	814,625
Payments of principal of convertible note payable and notes payable					(700,000)
Net cash provided by financing activities					500,537	814,625
Net decrease in cash					(402,918)	(4,568,959)
Cash, Beginning of period		$ 1,369,210		$ 6,632,194	1,369,210	6,632,194	6,632,194
Cash, End of period	$ 966,292		$ 2,063,235		966,292	2,063,235	$ 1,369,210
Supplemental disclosure of cash flow information:
Cash paid for interest						29,025
Cash paid for income taxes
Schedule of non-cash Investing or Financing Activity:
Issuance of common stock and preferred stock for consulting fees and compensation						$ 136,249

ORGANIZATION

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

NOTE 1 - ORGANIZATION

Business

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

GOING CONCERN AND MANAGEMENT’S PLANS

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN AND MANAGEMENT’S PLANS

NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS

Management’s Plans

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

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

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

	○	U.S. Treasury Securities
	○	Cash or cash instruments
	○	U.S agency issues
	○	Other investments as Ceding Company approves

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

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Sales Concentration and credit risk

	Sales % Three Months Ended September 30, 2023			Sales % Nine Months Ended September 30, 2023			Sales % Three Months Ended September 30, 2022			Sales % Nine Months Ended September 30, 2022			Accounts receivable balance September 30, 2023
Customer A		82.5	%		92.6	%		N/A			N/A		$	-
Customer B		N/A			N/A			77.5	%		44.5	%	$	-

Accounts Receivable

Inventory

Purchase concentration

Property, plant, and equipment

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

	Building	10-25 years
	Office furniture and equipment	3-5 years
	Warehouse equipment	7 years

Revenue Recognition

The following table disaggregates our revenue by major source for the three and nine months ended September 30, 2023, and 2022:

SCHEDULE OF DISAGGREGATION OF REVENUE

	2023		2022		2023		2022
	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Sourced and distributed products	$	155,009	$	3,907,318	$	4,127,633	$	11,576,017
OED Installations		17,550		21,600		77,450		38,100
Total	$	172,559	$	3,928,918	$	4,205,083	$	11,614,117

Advertising and Marketing Expenses

Convertible Instruments

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

Discontinued Operations

Distinguishing Liabilities from Equity

Initial Measurement

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

Subsequent Measurement – Financial Instruments Classified as Liabilities

Fair Value of Financial Instruments

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

	●	Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
	●	Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	●	Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

SCHEDULE OF DERIVATIVE INSTRUMENTS

September 30, 2023	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	2,590,186	$	2,590,186

December 31, 2022	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	4,314,270	$	4,314,270

Leases

Income Taxes

Segment Policy

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

Earnings (Loss) Per Share

	September 30, 2023		September 30, 2022
Convertible preferred stock (1)		7,586,559,420		7,059,027,462
Unexercised common stock purchase warrants (1)		1,047,024,518		672,024,518
Convertible notes payable (1)		20,535,748		6,529,409
Promissory notes payable (1)		186,369,863		88,791,096
Total		8,840,489,549		7,826,372,485

(1)

Recent Accounting Pronouncements

OTHER RECEIVABLES

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

OTHER RECEIVABLES

NOTE 4 – OTHER RECEIVABLES

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

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

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2023			December 31, 2022
Office equipment	$	224,733		$	222,571
Building and building improvements		600,000			600,000
Less: Accumulated Depreciation		(182,929	)		(110,956	)
Property and Equipment, Net	$	641,804		$	711,615

CONVERTIBLE NOTES PAYABLE

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 6 - CONVERTIBLE NOTES PAYABLE

DERIVATIVE LIABILITIES

9 Months Ended

Sep. 30, 2023

Derivative Liability [Abstract]

DERIVATIVE LIABILITIES

NOTE 7 – DERIVATIVE LIABILITIES

A summary of the activity related to derivative liabilities for the nine months ended September 30, 2023, is as follows:

	Derivative liabilities associated with warrants			Derivative liabilities associated with convertible notes			Total derivative liabilities

Balance January 1, 2023	$	4,285,400		$	28,870		$	4,314,270
Change in fair value		(1,721,052	)		(3,032	)		(1,724,084	)
Balance September 30, 2023	$	2,564,348		$	25,838		$	2,590,186

NOTES PAYABLE

9 Months Ended

Sep. 30, 2023

Debt Instruments [Abstract]

NOTES PAYABLE

NOTE 8 – NOTES PAYABLE

The Company has the following notes payable outstanding:

SCHEDULE OF NOTES PAYABLE

	September 30, 2023		December 31, 2022

Note payable, interest at 8%, matured January 5, 2020, in default	$	45,000	$	45,000
Other, due on demand, interest at 6%, currently in default		50,000		50,000
Note payable $750,000 face value, interest at 12%, matured August 24, 2021, in default		375,000		375,000
Note payable $389,423 face value, interest at 12%, matures November 6, 2025		389,423		389,423
Note payable $1,000,000 face value, interest at 12%, matured November 13, 2021, in default		1,000,000		1,000,000
Note payable $2,200,000 face value, interest at 15%, matures October 31, 2024, net of discount of $184,167 (2023) and $311,667 (2022)		2,015,833		1,888,333
Note payable $11,110,000 face value, interest at 15%, matures October 31, 2024, net of discount of $920,833 (2023) and $1,558,333 (2022)		10,189,167		9,551,667
Note payable $3,300,000 face value, interest at 15%, matures October 31, 2024, net of discount of $276,250 (2023) and $467,500 (2022)		3,023,750		2,832,500
Note payable $3,020,000 face value, matured March 31, 2023, net of discount of $0 (2023) and $181,818 (2022), in default		2,070,000		2,588,182
Sub-total notes payable, net of discount		19,158,173		18,720,105
Less long-term portion, net of discount		15,228,750		14,272,500
Current portion of notes payable, net of discount	$	3,929,423	$	4,447,605

DEFERRED LIABILITY

9 Months Ended

Sep. 30, 2023

Deferred Liability

DEFERRED LIABILITY

NOTE 9 – DEFERRED LIABILITY

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 10 – RELATED PARTY TRANSACTIONS

Employment Agreement

Management Fees and related party payables

For the three and nine months ended September 30, 2023, and 2022, the Company recorded expenses to its officers in the following amounts:

SCHEDULE OF EXPENSES TO OFFICERS

	2023		2022		2023		2022
	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
CEO, parent	$	240,000	$	220,000	$	720,000	$	600,000
CEO, parent-bonus		-		-		-		250,000
Total	$	240,000	$	220,000	$	720,000	$	850,000

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Agreements

Legal matters

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

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

STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 12– STOCKHOLDERS’ EQUITY

Common stock

As of September 30, 2023, the Company has 6,990,000,000 shares of $0.001 par value common stock authorized and there are 5,057,706,280 shares of common stock issued and outstanding.

Preferred stock

Series C Preferred Stock

Series D Preferred Stock

On July 7, 2020, the Company filed a Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock.

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

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

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

Series E Preferred Stock

NONCONTROLLING INTEREST

9 Months Ended

Sep. 30, 2023

Noncontrolling Interest [Abstract]

NONCONTROLLING INTEREST

NOTE 13 – NONCONTROLLING INTEREST

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

9 Months Ended

Sep. 30, 2023

Operating Lease Right-of-use Assets And Operating Lease Liabilities

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

NOTE 14 - OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES

Right-of-use assets are summarized below:

SCHEDULE OF RIGHT-OF-USE ASSETS

	September 30, 2023			December 31, 2022
Office and warehouse lease	$	702,888		$	702,888
Less: Accumulated amortization		(295,678	)		(195,182	)
Right-of-use assets, net	$	407,210		$	507,706

Operating lease liabilities are summarized as follows:

SCHEDULE OF OPERATING LEASE LIABILITIES

	September 30, 2023			December 31, 2022
Lease liability	$	419,112		$	517,890
Less current portion		(144,257	)		(133,508	)
Long term portion	$	274,855		$	384,382

Maturity of lease liabilities are as follows:

	Amount
For the year ending December 31, 2023	$	42,372
For the year ending December 31, 2024		171,840
For the year ending December 31, 2025		175,942
For the year ending December 31, 2026		74,030
Total	$	464,184
Less: present value discount		(45,072	)
Lease liability	$	419,112

DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

NOTE 15 – DISCONTINUED OPERATIONS

	2023		2022			2023		2022
	Three months ended September 30,					Nine months ended September 30,
	2023		2022			2023		2022
Revenues	$	5,362	$	5,363		$	16,088	$	281,038
Cost of goods sold		-		3,572			-		259,828
Gross profit		5,362		1,791			16,088		21,210
Operating expenses		-		27,244			-		384,991
Interest expense		-		8,517			-		23,011
Income (loss) from discontinued operations	$	5,362	$	(33,970	)	$	16,088	$	(386,792	)

Current liabilities

	September 30, 2023		December 31, 2022
Accounts payable and accrued liabilities	$	445,565	$	445,565
Current portion of notes payable		589,246		589,246
Operating lease liability		-		3,575
Deferred revenues		8,936		21,451
Total current liabilities of discontinued operations	$	1,043,747	$	1,059,837

INCOME TAXES

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 16 - INCOME TAXES

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 17 – SUBSEQUENT EVENTS

On November 6, 2023, the Company entered into a Termination Agreement with VSUN (See Note 4).

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Sales Concentration and credit risk

Sales Concentration and credit risk

	Sales % Three Months Ended September 30, 2023			Sales % Nine Months Ended September 30, 2023			Sales % Three Months Ended September 30, 2022			Sales % Nine Months Ended September 30, 2022			Accounts receivable balance September 30, 2023
Customer A		82.5	%		92.6	%		N/A			N/A		$	-
Customer B		N/A			N/A			77.5	%		44.5	%	$	-

Accounts Receivable

Accounts Receivable

Inventory

Inventory

Purchase concentration

Purchase concentration

Property, plant, and equipment

Property, plant, and equipment

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

	Building	10-25 years
	Office furniture and equipment	3-5 years
	Warehouse equipment	7 years

Revenue Recognition

Revenue Recognition

The following table disaggregates our revenue by major source for the three and nine months ended September 30, 2023, and 2022:

SCHEDULE OF DISAGGREGATION OF REVENUE

	2023		2022		2023		2022
	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Sourced and distributed products	$	155,009	$	3,907,318	$	4,127,633	$	11,576,017
OED Installations		17,550		21,600		77,450		38,100
Total	$	172,559	$	3,928,918	$	4,205,083	$	11,614,117

Advertising and Marketing Expenses

Advertising and Marketing Expenses

Convertible Instruments

Convertible Instruments

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

Discontinued Operations

Discontinued Operations

Distinguishing Liabilities from Equity

Distinguishing Liabilities from Equity

Initial Measurement

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

Subsequent Measurement – Financial Instruments Classified as Liabilities

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

	●	Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
	●	Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	●	Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

SCHEDULE OF DERIVATIVE INSTRUMENTS

September 30, 2023	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	2,590,186	$	2,590,186

December 31, 2022	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	4,314,270	$	4,314,270

Leases

Leases

Income Taxes

Income Taxes

Segment Policy

Segment Policy

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

Earnings (Loss) Per Share

Earnings (Loss) Per Share

	September 30, 2023		September 30, 2022
Convertible preferred stock (1)		7,586,559,420		7,059,027,462
Unexercised common stock purchase warrants (1)		1,047,024,518		672,024,518
Convertible notes payable (1)		20,535,748		6,529,409
Promissory notes payable (1)		186,369,863		88,791,096
Total		8,840,489,549		7,826,372,485

(1)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR

	Sales % Three Months Ended September 30, 2023			Sales % Nine Months Ended September 30, 2023			Sales % Three Months Ended September 30, 2022			Sales % Nine Months Ended September 30, 2022			Accounts receivable balance September 30, 2023
Customer A		82.5	%		92.6	%		N/A			N/A		$	-
Customer B		N/A			N/A			77.5	%		44.5	%	$	-

SCHEDULE OF USEFUL LIFE OF PROPERTY AND EQUIPMENT ASSETS

	Building	10-25 years
	Office furniture and equipment	3-5 years
	Warehouse equipment	7 years

SCHEDULE OF DISAGGREGATION OF REVENUE

The following table disaggregates our revenue by major source for the three and nine months ended September 30, 2023, and 2022:

SCHEDULE OF DISAGGREGATION OF REVENUE

	2023		2022		2023		2022
	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Sourced and distributed products	$	155,009	$	3,907,318	$	4,127,633	$	11,576,017
OED Installations		17,550		21,600		77,450		38,100
Total	$	172,559	$	3,928,918	$	4,205,083	$	11,614,117

SCHEDULE OF DERIVATIVE INSTRUMENTS

September 30, 2023	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	2,590,186	$	2,590,186

December 31, 2022	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	4,314,270	$	4,314,270

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

	September 30, 2023		September 30, 2022
Convertible preferred stock (1)		7,586,559,420		7,059,027,462
Unexercised common stock purchase warrants (1)		1,047,024,518		672,024,518
Convertible notes payable (1)		20,535,748		6,529,409
Promissory notes payable (1)		186,369,863		88,791,096
Total		8,840,489,549		7,826,372,485

(1)

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

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

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2023			December 31, 2022
Office equipment	$	224,733		$	222,571
Building and building improvements		600,000			600,000
Less: Accumulated Depreciation		(182,929	)		(110,956	)
Property and Equipment, Net	$	641,804		$	711,615

DERIVATIVE LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2023

Derivative Liability [Abstract]

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

A summary of the activity related to derivative liabilities for the nine months ended September 30, 2023, is as follows:

	Derivative liabilities associated with warrants			Derivative liabilities associated with convertible notes			Total derivative liabilities

Balance January 1, 2023	$	4,285,400		$	28,870		$	4,314,270
Change in fair value		(1,721,052	)		(3,032	)		(1,724,084	)
Balance September 30, 2023	$	2,564,348		$	25,838		$	2,590,186

NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2023

Debt Instruments [Abstract]

SCHEDULE OF NOTES PAYABLE

The Company has the following notes payable outstanding:

SCHEDULE OF NOTES PAYABLE

	September 30, 2023		December 31, 2022

Note payable, interest at 8%, matured January 5, 2020, in default	$	45,000	$	45,000
Other, due on demand, interest at 6%, currently in default		50,000		50,000
Note payable $750,000 face value, interest at 12%, matured August 24, 2021, in default		375,000		375,000
Note payable $389,423 face value, interest at 12%, matures November 6, 2025		389,423		389,423
Note payable $1,000,000 face value, interest at 12%, matured November 13, 2021, in default		1,000,000		1,000,000
Note payable $2,200,000 face value, interest at 15%, matures October 31, 2024, net of discount of $184,167 (2023) and $311,667 (2022)		2,015,833		1,888,333
Note payable $11,110,000 face value, interest at 15%, matures October 31, 2024, net of discount of $920,833 (2023) and $1,558,333 (2022)		10,189,167		9,551,667
Note payable $3,300,000 face value, interest at 15%, matures October 31, 2024, net of discount of $276,250 (2023) and $467,500 (2022)		3,023,750		2,832,500
Note payable $3,020,000 face value, matured March 31, 2023, net of discount of $0 (2023) and $181,818 (2022), in default		2,070,000		2,588,182
Sub-total notes payable, net of discount		19,158,173		18,720,105
Less long-term portion, net of discount		15,228,750		14,272,500
Current portion of notes payable, net of discount	$	3,929,423	$	4,447,605

RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2023

SCHEDULE OF EXPENSES TO OFFICERS

For the three and nine months ended September 30, 2023, and 2022, the Company recorded expenses to its officers in the following amounts:

SCHEDULE OF EXPENSES TO OFFICERS

	2023		2022		2023		2022
	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
CEO, parent	$	240,000	$	220,000	$	720,000	$	600,000
CEO, parent-bonus		-		-		-		250,000
Total	$	240,000	$	220,000	$	720,000	$	850,000

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2023

Operating Lease Right-of-use Assets And Operating Lease Liabilities

SCHEDULE OF RIGHT-OF-USE ASSETS

Right-of-use assets are summarized below:

SCHEDULE OF RIGHT-OF-USE ASSETS

	September 30, 2023			December 31, 2022
Office and warehouse lease	$	702,888		$	702,888
Less: Accumulated amortization		(295,678	)		(195,182	)
Right-of-use assets, net	$	407,210		$	507,706

SCHEDULE OF OPERATING LEASE LIABILITIES

Operating lease liabilities are summarized as follows:

SCHEDULE OF OPERATING LEASE LIABILITIES

	September 30, 2023			December 31, 2022
Lease liability	$	419,112		$	517,890
Less current portion		(144,257	)		(133,508	)
Long term portion	$	274,855		$	384,382

SCHEDULE OF MATURITY OF LEASE LIABILITIES

Maturity of lease liabilities are as follows:

	Amount
For the year ending December 31, 2023	$	42,372
For the year ending December 31, 2024		171,840
For the year ending December 31, 2025		175,942
For the year ending December 31, 2026		74,030
Total	$	464,184
Less: present value discount		(45,072	)
Lease liability	$	419,112

DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

SCHEDULE OF LOSS FROM DISCONTINUED OPERATIONS

	2023		2022			2023		2022
	Three months ended September 30,					Nine months ended September 30,
	2023		2022			2023		2022
Revenues	$	5,362	$	5,363		$	16,088	$	281,038
Cost of goods sold		-		3,572			-		259,828
Gross profit		5,362		1,791			16,088		21,210
Operating expenses		-		27,244			-		384,991
Interest expense		-		8,517			-		23,011
Income (loss) from discontinued operations	$	5,362	$	(33,970	)	$	16,088	$	(386,792	)

Current liabilities

	September 30, 2023		December 31, 2022
Accounts payable and accrued liabilities	$	445,565	$	445,565
Current portion of notes payable		589,246		589,246
Operating lease liability		-		3,575
Deferred revenues		8,936		21,451
Total current liabilities of discontinued operations	$	1,043,747	$	1,059,837

ORGANIZATION (Details Narrative) - shares	Sep. 30, 2023	May 05, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Capital stock, shares authorized		7,000,000,000
Common stock, shares authorized	6,990,000,000	6,990,000,000	6,990,000,000
Preferred stock, shares authorized	10,000,000	10,000,000	10,000,000

GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended				9 Months Ended		12 Months Ended
	May 02, 2023	Jan. 23, 2023	Oct. 17, 2022	Apr. 04, 2022	Jan. 18, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Apr. 30, 2021	Apr. 14, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Retained earnings accumulated deficit						$ 217,582,145				$ 217,582,145		$ 211,300,799
Working capital deficit						11,616,395				11,616,395
Derivative liabilities current						2,590,186				2,590,186		$ 4,314,270
Debt instrument default amount						3,565,000				3,565,000
Proceeds from sale of common stock										$ 1,200,537	$ 814,625
Shares issued value						$ 602,317	$ 71,827	$ 526,393	$ 814,625
Lease term													5 years	5 years
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued						163,625,529	15,048,619	107,756,783	83,655,061	286,430,931	83,655,061
Proceeds from sale of common stock						$ 602,317			$ 814,625	$ 1,200,537	$ 814,625
Shares issued value						$ 163,625	$ 15,049	$ 107,757	$ 83,655
1st GHS Purchase Agreement [Member] \| GHS Investments LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock maturity period			Apr. 04, 2023
1st GHS Purchase Agreement [Member] \| GHS Investments LLC [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued		200,000,000		200,000,000
Common stock maturity period				Oct. 04, 2022
Agreement description				The purchase price shall be 85% of lowest VWAP for the ten (10) days preceding the Company’s notice to GHS for the sale of the Company’s common stock. On April 8, 2022, the Company filed a Prospectus Supplement to the Registration Statement dated October 14, 2021, regarding the GHS Purchase Agreement
Sale of common stock										51,087,628		148,912,372
Proceeds from sale of common stock										$ 205,443		$ 1,141,514
2nd GHS Purchase Agreement [Member] \| GHS Investments LLC [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued					150,000,000
Sale of common stock										71,717,774
Proceeds from sale of common stock										$ 392,777
Financing And Registration Rights Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued										163,625,529
Debt fund issued	$ 10,000,000
Equity financing agreement description	The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred fifty percent (250%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to eighty percent (80%) of the lowest daily volume weighted average price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS. No put will be made in an amount equaling less than $10,000 or greater than $750,000. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $10,000,000 worth of put shares
Shares issued value	$ 10,000,000									$ 602,317

SCHEDULES OF CONCENTRATION OF RISK, BY RISK FACTOR (Details) - Customer Concentration Risk [Member]	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Customer A [Member] \| Revenue Benchmark [Member]
Product Information [Line Items]
Sales concentration and credit risk	82.50%		92.60%
Customer A [Member] \| Accounts Receivable [Member]
Product Information [Line Items]
Sales concentration and credit risk
Customer B [Member] \| Revenue Benchmark [Member]
Product Information [Line Items]
Sales concentration and credit risk		77.50%		44.50%
Customer B [Member] \| Accounts Receivable [Member]
Product Information [Line Items]
Sales concentration and credit risk

SCHEDULE OF USEFUL LIFE OF PROPERTY AND EQUIPMENT ASSETS (Details)	Sep. 30, 2023
Warehouse Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Minimum [Member] \| Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	10 years
Minimum [Member] \| Office Furniture And Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Maximum [Member] \| Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	25 years
Maximum [Member] \| Office Furniture And Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Product Information [Line Items]
Total	$ 172,559	$ 3,928,918	$ 4,205,083	$ 11,614,117
Sourced and Distributed Products [Member]
Product Information [Line Items]
Total	155,009	3,907,318	4,127,633	11,576,017
OED Installations [Member]
Product Information [Line Items]
Total	$ 17,550	$ 21,600	$ 77,450	$ 38,100

SCHEDULE OF DERIVATIVE INSTRUMENTS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative Liabilities
Total
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative Liabilities
Total
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative Liabilities	2,590,186	4,314,270
Total	$ 2,590,186	$ 4,314,270

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total

8,840,489,549

7,826,372,485

Convertible Preferred Stock [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total

^[1]

7,586,559,420

7,059,027,462

Unexercised Common Stock Purchase Warrants [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total

^[1]

1,047,024,518

672,024,518

Convertible Notes Payable [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total

^[1]

20,535,748

6,529,409

Promissory Note Payable [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total

^[1]

186,369,863

88,791,096

[1]	The potentially dilutive shares included in the above table are limited whereby the conversion or exercise cannot result in the beneficial owner holding more than 4.99% of the then outstanding shares of common stock subsequent to any conversion or exercise. These shares

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) (Parenthetical)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Outstanding shares, percentage	4.99%

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS (Details Narrative)	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) Segment shares	Sep. 30, 2022 USD ($) shares	Dec. 31, 2022 USD ($)
Product Information [Line Items]
Market adjustment	$ 625,000		$ 625,000
Inventory finished goods	2,201,935		2,201,935		$ 3,601,026
Advertising and marketing expenses	$ 15,911	$ 8,045	$ 47,081	$ 13,233
Incremental borrowing rate	7.50%		7.50%
Number of reportable segment \| Segment			0
Number of operating segment \| Segment			1
Dilutive securities common stock, shares \| shares			8,840,489,549	7,826,372,485
Suppliers One [Member] \| Accounts Payable [Member] \| Supplier Concentration Risk [Member]
Product Information [Line Items]
Concentration of credit risk	100.00%	91.70%	100.00%	34.90%
Suppliers Two [Member] \| Accounts Payable [Member] \| Supplier Concentration Risk [Member]
Product Information [Line Items]
Concentration of credit risk				27.20%
Suppliers Three [Member] \| Accounts Payable [Member] \| Supplier Concentration Risk [Member]
Product Information [Line Items]
Concentration of credit risk				11.30%
Suppliers Four [Member] \| Accounts Payable [Member] \| Supplier Concentration Risk [Member]
Product Information [Line Items]
Concentration of credit risk				11.20%
Two Vendor [Member] \| Accounts Payable [Member] \| Supplier Concentration Risk [Member]
Product Information [Line Items]
Concentration of credit risk			20.00%

OTHER RECEIVABLES (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
OTHER RECEIVABLES (Details Narrative) - USD ($)	Nov. 06, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Nov. 21, 2023	Dec. 31, 2022	Nov. 30, 2022
Loss associated with early termination of vendor agreement		$ 1,755,082		$ 1,755,082
Other receivable		770,020		770,020
V S U N Solar U S A Inc [Member]
Deposits								$ 2,395,768
V S U N Solar U S A Inc [Member] \| Subsequent Event [Member] \| Termination Agreement [Member]
Deposits	$ 2,525,102
VSUN Solar USA [Member] \| Termination Agreement [Member]
Loss associated with early termination of vendor agreement		1,755,082		1,755,082
Other receivable		$ 770,020		$ 770,020
VSUN Solar USA [Member] \| Subsequent Event [Member] \| Termination Agreement [Member]
Unpaid storage fee	556,884
Termination fee	$ 1,198,198
Other receivable						$ 770,020

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and Equipment, Net	$ 641,804	$ 711,615
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Building and building improvements	224,733	222,571
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Building and building improvements	600,000	600,000
Less: Accumulated Depreciation	(182,929)	(110,956)
Property and Equipment, Net	$ 641,804	$ 711,615

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 25,957	$ 14,220	$ 71,973	$ 39,432

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
15% Promissory Note [Member]
Short-Term Debt [Line Items]
Long term debt, gross	$ 25,000	$ 25,000

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Derivative liability, beginning balance	$ 4,314,270
Change in fair value	(1,724,084)
Derivative liability, ending balance	2,590,186
Derivative Liabilities Associated With Warrants [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Derivative liability, beginning balance	4,285,400
Change in fair value	(1,721,052)
Derivative liability, ending balance	2,564,348
Derivative Liabilities Associated With Convertible Notes [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Derivative liability, beginning balance	28,870
Change in fair value	(3,032)
Derivative liability, ending balance	$ 25,838

DERIVATIVE LIABILITIES (Details Narrative)	12 Months Ended
DERIVATIVE LIABILITIES (Details Narrative)	Dec. 31, 2022 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities \| $	$ 4,314,270	$ 2,590,186
Warrants in conjunction with notes payable \| shares	375,000,000
Notes payable discount \| $	$ 2,550,000
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	4.76	5.53
Warrant measurement input	4.45
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	4.39	5.01
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	4.73	5.53
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	71	48
Warrant measurement input	509
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	0.0067
Measurement Input, Exercise Price [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input		0.0061
Measurement Input, Exercise Price [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input		0.15
Measurement Input Price Volatility One [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	109	69
Measurement Input Price Volatility One [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant measurement input	272	107

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Sub-total notes payable, net of discount	$ 19,158,173	$ 18,720,105
Less long-term portion, net of discount	15,228,750	14,272,500
Current portion of notes payable, net of discount	3,929,423	4,447,605
Note Payable [Member]
Debt Instrument [Line Items]
Sub-total notes payable, net of discount	45,000	45,000
Other [Member]
Debt Instrument [Line Items]
Sub-total notes payable, net of discount	50,000	50,000
Note Payable One [Member]
Debt Instrument [Line Items]
Sub-total notes payable, net of discount	375,000	375,000
Note Payable Two [Member]
Debt Instrument [Line Items]
Sub-total notes payable, net of discount	389,423	389,423
Note Payable Three [Member]
Debt Instrument [Line Items]
Sub-total notes payable, net of discount	1,000,000	1,000,000
Note Payable Four [Member]
Debt Instrument [Line Items]
Sub-total notes payable, net of discount	2,015,833	1,888,333
Note Payable Five [Member]
Debt Instrument [Line Items]
Sub-total notes payable, net of discount	10,189,167	9,551,667
Note Payable Six [Member]
Debt Instrument [Line Items]
Sub-total notes payable, net of discount	3,023,750	2,832,500
Note Payable Seven [Member]
Debt Instrument [Line Items]
Sub-total notes payable, net of discount	$ 2,070,000	$ 2,588,182

SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Nov. 06, 2023
Debt Instrument [Line Items]
Interest rate	12.00%		15.00%
Note Payable [Member]
Debt Instrument [Line Items]
Interest rate	8.00%	8.00%
Maturity date	Jan. 05, 2020	Jan. 05, 2020
Other [Member]
Debt Instrument [Line Items]
Interest rate	6.00%	6.00%
Note Payable One [Member]
Debt Instrument [Line Items]
Interest rate	12.00%	12.00%
Maturity date	Aug. 24, 2021	Aug. 24, 2021
Face value	$ 750,000	$ 750,000
Note Payable Two [Member]
Debt Instrument [Line Items]
Interest rate	12.00%	12.00%
Maturity date	Nov. 06, 2025	Nov. 06, 2025
Face value	$ 389,423	$ 389,423
Note Payable Three [Member]
Debt Instrument [Line Items]
Interest rate	12.00%	12.00%
Maturity date	Nov. 13, 2021	Nov. 13, 2021
Face value	$ 1,000,000	$ 1,000,000
Note Payable Four [Member]
Debt Instrument [Line Items]
Interest rate	15.00%	15.00%
Maturity date	Oct. 31, 2024	Oct. 31, 2024
Face value	$ 2,200,000	$ 2,200,000
Discount amount	$ 184,167	$ 311,667
Note Payable Five [Member]
Debt Instrument [Line Items]
Interest rate	15.00%	15.00%
Maturity date	Oct. 31, 2024	Oct. 31, 2024
Face value	$ 11,110,000	$ 11,110,000
Discount amount	$ 920,833	$ 1,558,333
Note Payable Six [Member]
Debt Instrument [Line Items]
Interest rate	15.00%	15.00%
Maturity date	Oct. 31, 2024	Oct. 31, 2024
Face value	$ 3,300,000	$ 3,300,000
Discount amount	$ 276,250	$ 467,500
Note Payable Seven [Member]
Debt Instrument [Line Items]
Maturity date	Mar. 31, 2023	Mar. 31, 2023
Face value	$ 3,020,000	$ 3,020,000
Discount amount	$ 0	$ 181,818

NOTES PAYABLE (Details Narrative) - USD ($)																3 Months Ended		9 Months Ended		12 Months Ended
NOTES PAYABLE (Details Narrative) - USD ($)	Nov. 06, 2023	Nov. 11, 2022	Dec. 13, 2021	Dec. 07, 2021	May 03, 2021	Mar. 23, 2021	Mar. 17, 2021	Feb. 16, 2021	Feb. 09, 2021	Nov. 20, 2020	Nov. 13, 2020	Nov. 06, 2020	Aug. 25, 2020	Aug. 24, 2020	Jun. 23, 2020	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Oct. 31, 2022
Debt Instrument [Line Items]
Accounts and accrued expenses																$ 7,241,564		$ 7,241,564			$ 5,089,009
Principal balance outstanding amount																$ 19,158,173		$ 19,158,173			18,720,105
Debt instrument, interest rate, stated percentage	15.00%															12.00%		12.00%
Interest expense																$ 1,039,735	$ 1,424,553	$ 3,300,944	$ 6,812,834
Subsequent Event [Member]
Debt Instrument [Line Items]
Number of warrants to purchase	60,000,000
Warrant exercise price	$ 0.0019
Warrant expiry date	Nov. 06, 2026
Holder [Member]
Debt Instrument [Line Items]
Number of warrants to purchase																125,000,000		125,000,000
Warrant exercise price																$ 0.008		$ 0.008
Number of shares issued																		2
Promissory Note [Member]
Debt Instrument [Line Items]
Amount paid to holder																				$ 375,000
Principal balance outstanding amount																$ 375,000		$ 375,000			375,000
Number of shares issued					75,000,000
Description of default note																		This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted by law
Interest payable																247,747		$ 247,747			180,247
Promissory Note [Member] \| Settlement Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage												15.00%
Promissory Note [Member] \| Lender [Member]
Debt Instrument [Line Items]
Debt instrument, face amount						$ 11,110,000	$ 11,110,000
Debt instrument, maturity date							Mar. 17, 2022
Debt instrument, unamortized discount						1,000,000										920,833		920,833			1,558,333
Proceeds from notes payable						10,000,000
Principal balance outstanding amount																11,110,000		11,110,000			11,110,000
Long-term debt, gross																10,189,167		10,189,167			9,551,667
Debt instrument, interest rate, stated percentage							12.00%															15.00%
Number of warrants to purchase							250,000,000															250,000,000
Warrant exercise price							$ 0.13															$ 0.0067
Lender costs						$ 110,000
Warrant expiry date																						Oct. 31, 2025
Promissory Note [Member] \| Lender [Member] \| March 31 2023 [Member]
Debt Instrument [Line Items]
Debt instrument, face amount		$ 3,020,000
Debt instrument, maturity date		Mar. 31, 2023
Debt instrument, unamortized discount		$ 250,000																			181,818
Accounts and accrued expenses		260,000
Proceeds from notes payable		$ 2,510,000
Original issue discount, amortized																		181,818
Amount paid to holder																		700,000
Principal balance outstanding amount																2,070,000		2,070,000			2,770,000
Long-term debt, gross																2,070,000		2,070,000			2,588,182
Promissory Note [Member] \| Lender [Member] \| December 7, 2022 [Member]
Debt Instrument [Line Items]
Debt instrument, face amount				$ 3,300,000
Debt instrument, maturity date				Dec. 07, 2022
Debt instrument, unamortized discount				$ 300,000												276,250		276,250			467,500
Proceeds from notes payable			$ 3,000,000
Principal balance outstanding amount																3,300,000		3,300,000			3,300,000
Long-term debt, gross																3,023,750		3,023,750			2,832,500
Debt instrument, interest rate, stated percentage				12.00%																		15.00%
Number of warrants to purchase				75,000,000																		75,000,000
Warrant exercise price				$ 0.039																		$ 0.0067
Warrants value																		510,000
Interest expense																63,750		191,250
Promissory Note [Member] \| Lender [Member] \| March 17 2022 [Member]
Debt Instrument [Line Items]
Interest expense																212,500		637,500
Interest expense, amortized																		1,700,000
Promissory Note [Member] \| Lender [Member] \| February 9 2021 [Member]
Debt Instrument [Line Items]
Warrants value																		340,000
Interest expense																42,500		$ 127,500
Promissory Note [Member] \| Holder [Member]
Debt Instrument [Line Items]
Debt instrument, face amount											$ 1,000,000	$ 389,423		$ 750,000	$ 210,000
Debt instrument, maturity date											Nov. 13, 2021	Nov. 06, 2023		Aug. 24, 2021
Proceeds from notes payable										$ 890,000			$ 663,000
Principal balance outstanding amount												$ 120,000
Debt instrument, interest rate, stated percentage											12.00%	12.00%		12.00%
Number of warrants to purchase												60,000,000		122,950,819
Warrant exercise price												$ 0.0075		$ 0.0061
Debt instrument, description											Principal payments shall be made in six instalments of $166,667 commencing 180 days from the issue date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the maturity date.			Principal payments shall be made in six instalments of $125,000 commencing 180 days from the Issue Date and continuing each 30 days thereafter for 5 months and the final payment of principal and interest due on the Maturity Date. The Holder shall have the right from time to time, and at any time following an event of default, as defined on the agreement, to convert all or any part of the outstanding and unpaid principal, interest and any other amounts due into fully paid and non-assessable shares of common stock of the Company, at the lower of i) the Trading Price (as defined in the agreement) during the previous five trading days prior to the Issuance Date or ii) the volume weighted average price during the five trading days ending on the day preceding the conversion date.
Legal fees										$ 110,000			$ 87,000
Description of default note																		This note is in default and the interest rate from the date of default is the lesser of 24% or the highest amount permitted by law
Interest payable																555,452		$ 555,452			375,452
Debt instrument, increase, accrued interest												$ 8,716			$ 15,707
Promissory Note [Member] \| Holder [Member] \| Subsequent Event [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date	Nov. 06, 2025
Number of warrants to purchase	60,000,000
Warrant exercise price	$ 0.0019
Promissory Note One [Member] \| Lender [Member]
Debt Instrument [Line Items]
Debt instrument, face amount								$ 2,200,000	$ 2,200,000
Debt instrument, maturity date									Feb. 09, 2022
Debt instrument, unamortized discount								200,000
Proceeds from notes payable								$ 2,000,000
Debt instrument, interest rate, stated percentage									12.00%
Number of warrants to purchase									50,000,000
Warrant exercise price									$ 0.15
Promissory Note One [Member] \| Holder [Member]
Debt Instrument [Line Items]
Principal balance outstanding amount																1,000,000		1,000,000
Promissory Note Two [Member] \| Lender [Member]
Debt Instrument [Line Items]
Debt instrument, unamortized discount																184,167		184,167			311,667
Principal balance outstanding amount																2,200,000		2,200,000			2,200,000
Long-term debt, gross																$ 2,015,833		$ 2,015,833			$ 1,888,333
Debt instrument, interest rate, stated percentage																						15.00%
Number of warrants to purchase																						50,000,000
Warrant exercise price																						$ 0.0067

DEFERRED LIABILITY (Details Narrative) - USD ($)	Nov. 11, 2022	Feb. 26, 2021	Sep. 02, 2020	Sep. 30, 2023	Dec. 31, 2022
Deferred liability				$ 490,495	$ 490,000
Decrease in deferred liability	$ 260,000
Promissory Note [Member]
Decrease in deferred liability	$ 260,000
PCTI [Member] \| Exchange Agreement [Member]
Deferred liability			$ 750,000
Product liability contingency, third-Party recovery, percentage			3.00%
NUmber of shares exchanged		175,000,000
Royalty percentage		1.80%

SCHEDULE OF EXPENSES TO OFFICERS (Details) - USD ($)	3 Months Ended		9 Months Ended
SCHEDULE OF EXPENSES TO OFFICERS (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Total	$ 240,000	$ 220,000	$ 720,000	$ 850,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Total	240,000	220,000	720,000	600,000
Chief Executive Officer Bonus [Member]
Related Party Transaction [Line Items]
Total				$ 250,000

RELATED PARTY TRANSACTIONS (Details Narrative) - Mr Conway [Member] - Employment Agreement [Member] - USD ($)				1 Months Ended
	Jan. 01, 2022	Sep. 01, 2021	Jul. 10, 2020	Apr. 30, 2022	Mar. 31, 2022	Jan. 31, 2022
Related Party Transaction [Line Items]
Compensation value			$ 20,000			$ 20,000
Officers compensation received		$ 10,000
Contract renewal bonus	$ 250,000
Amount of initial annual compensation	$ 240,000
Officers compensation received				$ 20,000	$ 20,000

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)										1 Months Ended	3 Months Ended	9 Months Ended
	Jan. 14, 2022	Oct. 01, 2021	Sep. 02, 2021	Jul. 01, 2021	Mar. 30, 2021	Mar. 15, 2021	Feb. 26, 2021	Jan. 06, 2021	Sep. 02, 2020	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Sep. 01, 2021	Apr. 13, 2021	Mar. 04, 2019
Loss Contingencies [Line Items]
Cash payments												$ 25,000
Issuance of common stock												637,755
Allocated share based compensation expense													$ 135,000
Accounts Payable and Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Amount due as per agreement												$ 243,272		$ 243,272
PJN Strategies [Member]
Loss Contingencies [Line Items]
Agreed amount to pay for the services															$ 84,000	$ 20,000
Consulting expense											$ 252,000		756,000
Co-Directors of Sales [Member]
Loss Contingencies [Line Items]
Officers compensation					$ 130,000
Accrued bonus					$ 20,000
Issuance of shares	2,500,000	2,500,000		2,500,000
Shares issued, price per share												$ 0.027
Share price		$ 0.0445		$ 0.0745
Co-Directors of Sales [Member] \| Restricted Stock [Member]
Loss Contingencies [Line Items]
Issuance of shares					2,500,000
Shares issued, price per share					$ 0.092
Ezra Green [Member] \| Restricted Stock [Member]
Loss Contingencies [Line Items]
Consulting expense											0		60,000
Shares issued, price per share								$ 0.0076
Professional fees								$ 2,500
Ezra Green [Member] \| Restricted Stock [Member] \| Related Party [Member]
Loss Contingencies [Line Items]
Amount due as per agreement								$ 10,000
RMA Agreement [Member]
Loss Contingencies [Line Items]
Agreed amount to pay for the services															$ 50,000
Number of restricted stock issued, value			$ 50,000
Amount received for services as per agreement										$ 25,000
Number of restricted shares issued										452,080
Consulting Agreement [Member] \| Mr Steven Martello [Member] \| Aurora Enterprises [Member]
Loss Contingencies [Line Items]
Number of restricted shares issued						5,000,000
Consulting expense											$ 50,000		$ 110,000
Monthly retainer fee						$ 10,000
Consulting Agreement [Member] \| Ezra Green [Member] \| Restricted Stock [Member]
Loss Contingencies [Line Items]
Number of restricted shares issued								10,000,000
Consulting Agreement [Member] \| Mr Allen Sosis [Member] \| Restricted Stock [Member]
Loss Contingencies [Line Items]
Deferred compensation equity								$ 76,000
Seperation Agreement [Member] \| Salman J. Chaudhry [Member] \| Related Party [Member]
Loss Contingencies [Line Items]
Due to officers or stockholders, current												$ 162,085		$ 162,085			$ 227,200
Agreement With Third Party [Member] \| PCTI [Member]
Loss Contingencies [Line Items]
Professional fees									$ 750,000
Collaborative arrangement, rights and obligations									PCTI agreed to pay the third-party a perpetual three percent (3%) payment of revenues, as defined in the agreement
Amended Agreement With Third Party [Member] \| PCTI [Member]
Loss Contingencies [Line Items]
Number of common stock exchanged							175,000,000
Royalty percentage							1.80%

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)			3 Months Ended					9 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Jul. 28, 2021	Jul. 07, 2020	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	May 05, 2023	Dec. 31, 2022	Jul. 27, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock								$ 1,200,537	$ 814,625
Stock issuance cost			$ 17,522	$ 3,558	$ 19,110	$ 24,967
Number of shares issued value							$ 135,000
Common shares authorized			6,990,000,000					6,990,000,000		6,990,000,000	6,990,000,000
Common stock par value			$ 0.001					$ 0.001			$ 0.001
Common stock, shares issued			5,057,706,280					5,057,706,280			4,771,275,349
Common stock, shares outstanding			5,057,706,280					5,057,706,280			4,771,275,349
Increase in authorized shares										7,000,000,000
Preferred stock, shares authorized			10,000,000					10,000,000		10,000,000	10,000,000
Preferred stock, par value			$ 0.001					$ 0.001			$ 0.001
Warrant term			15 years					15 years
Series C Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized			50,000					50,000			50,000
Preferred stock, par value			$ 0.001					$ 0.001			$ 0.001
Preferred stock shares issued			2,500					2,500			2,500
Preferred stock shares outstanding			2,500					2,500			2,500
Series C Preferred Stock [Member] \| Amendment Certificates Of Designation [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized		50,000
Preferred stock, voting rights		The holders of Series C Preferred Stock have no conversion rights and no dividend rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote
Series D Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized			4,570					4,570			4,570
Preferred stock, par value			$ 0.001					$ 0.001			$ 0.001
Preferred stock shares issued			1,334					1,334			1,334
Preferred stock shares outstanding			1,334					1,334			1,334
Purchase of warrants			3,236					3,236			3,236
Series D Preferred Stock [Member] \| Series D Amendment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized												4,570
Preferred stock, convertible, conversion price												$ 1.5
Series D Preferred Stock [Member] \| Series DSPA [Member] \| Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from issuance of preferred stock and preference stock	$ 13,200,000
Purchase of warrants	3,236
Series E Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized			3,000					3,000			3,000
Preferred stock, par value			$ 0.001					$ 0.001			$ 0.001
Preferred stock shares issued			0					0			0
Preferred stock shares outstanding			0					0			0
Series E Preferred Stock [Member] \| Certificates of Designation [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized		3,000
Preferred stock, redemption amount		$ 1,000
Restricted Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued									5,000,000
Number of shares issued value									$ 135,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant exercise								162
Warrant exercise, description								During every 1 (one) year period, starting on the day that is the Lock Up Period Termination Date, the Holder shall have the right to exercise the Remainder of the Warrant up to a maximum number of Remaining Warrant Shares that, if converted, would be equal to no more than a maximum of 4.99% of the total number of outstanding shares of Common Stock of the Company during such given year (“Leak-Out Period”). The Leak-Out Period shall come into effect on the day that is the Lock Up Period Termination Date and remain effective on a yearly basis, for a period of 10 (ten) years thereafter, after which the Leak-Out Period will automatically terminate and become null and void. For clarity purposes the Remainder of the Warrant shall become freely exercisable at any time or times beginning on June 29, 2034, and until the Termination Date.
Remaining Warrant Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Lock up of warrants			3,074					3,074
Lock up period of warrants								36 months
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of shares of common stock sold, shares			163,625,529	15,048,619	107,756,783	83,655,061		286,430,931	83,655,061
Issuance of common stock			$ 602,317			$ 814,625		$ 1,200,537	$ 814,625
Stock issuance cost			$ 17,522			$ 24,967		$ 40,190	$ 24,967
Number of shares issued							5,000,000
Number of shares issued value							$ 5,000
Common shares authorized										6,990,000,000
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized										10,000,000
Preferred Stock [Member] \| Series C Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued value
Preferred Stock [Member] \| Series D Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued value

NONCONTROLLING INTEREST (Details Narrative) - USD ($)	Sep. 13, 2022	Sep. 30, 2023	Dec. 31, 2022	Aug. 19, 2021
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Accumulative noncontrolling interest		$ 784,777	$ 784,777
Brian Conway [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Noncontrolling interest percentage				51.00%
PJN Strategies [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Noncontrolling interest percentage	49.00%			49.00%
Number of share returned	490,000

SCHEDULE OF RIGHT-OF-USE ASSETS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Operating Lease Right-of-use Assets And Operating Lease Liabilities
Office and warehouse lease	$ 702,888	$ 702,888
Less: Accumulated amortization	(295,678)	(195,182)
Right-of-use assets, net	$ 407,210	$ 507,706

SCHEDULE OF OPERATING LEASE LIABILITIES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Operating Lease Right-of-use Assets And Operating Lease Liabilities
Lease liability	$ 419,112	$ 517,890
Less current portion	(144,257)	(133,508)
Long term portion	$ 274,855	$ 384,382

SCHEDULE OF MATURITY OF LEASE LIABILITIES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Operating Lease Right-of-use Assets And Operating Lease Liabilities
For the year ending December 31, 2023	$ 42,372
For the year ending December 31, 2024	171,840
For the year ending December 31, 2025	175,942
For the year ending December 31, 2026	74,030
Total	464,184
Less: present value discount	(45,072)
Lease liability	$ 419,112	$ 517,890

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES (Details Narrative)	Apr. 14, 2021 USD ($) ft²	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Apr. 30, 2021
Operating lease term	5 years				5 years
Area of land \| ft²	8,100
Lease payments increase percentage	2.40%
Right of use asset		$ 407,210	$ 507,706
Operating lease liability		$ 419,112	$ 517,890
Accounting Standards Update 2016-02 [Member]
Right of use asset				$ 702,888
Operating lease liability				$ 702,888
CALIFORNIA
Initial lease payments	$ 13,481
Estimated incremental borrowing rate	7.50%

SCHEDULE OF LOSS FROM DISCONTINUED OPERATIONS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Revenues	$ 5,362	$ 5,363	$ 16,088	$ 281,038
Cost of goods sold		3,572		259,828
Gross profit	5,362	1,791	16,088	21,210
Operating expenses		27,244		384,991
Interest expense		8,517		23,011
Income (loss) from discontinued operations	5,362	$ (33,970)	16,088	$ (386,792)
Accounts payable and accrued liabilities	445,565		445,565		$ 445,565
Current portion of notes payable	589,246		589,246		589,246
Operating lease liability					3,575
Deferred revenues	8,936		8,936		21,451
Total current liabilities of discontinued operations	$ 1,043,747		$ 1,043,747		$ 1,059,837

DISCONTINUED OPERATIONS (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
DISCONTINUED OPERATIONS (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jun. 24, 2022	May 16, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Total assets of discontinued operations	$ 0		$ 0
Inventory	$ 625,000		237,091
Fixed assets			15,447
Letter of credit			344,166
Term loan			134,681
Accounts Payable and Accrued Liabilities [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accrued interest and fees			$ 54,256
Catherine Chis [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accrues per interest					$ 28.60
Line of credit					$ 141,415
Catherine Chis [Member] \| Letter of Credit [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Face value of LOC					$ 352,415
Accrues per interest					$ 63.65
Power Conversion Technologies Inc [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accrues per interest				$ 28.60
Line of credit				$ 142,473
Power Conversion Technologies Inc [Member] \| Letter of Credit [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Face value of LOC				$ 354,774
Accrues per interest				$ 63.65

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Oct. 01, 2023	Nov. 06, 2023	Sep. 30, 2023
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage		15.00%	12.00%
Subsequent Event [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		60,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.0019
Warrant expires		Nov. 06, 2026
Subsequent Event [Member] \| Extension Agreement [Member]
Subsequent Event [Line Items]
Debt instrument, face amount		$ 389,423
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Number of shares sold	225,731,372
Proceeds from sale of stock	$ 350,852

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