Replies to post #24611 on Ozop Energy Solutions Inc (OZSC)

[Magnum7419]

"On July 13, 2021, the Company entered into a Definitive Agreement (the “Agreement”) with Chis to purchase the 47,500 shares of the Company’s Series C Preferred Stock held by Chis and the 18,667 shares of the Company’s Series D Preferred Stock held by Chis for the total purchase price of $11,250,000. "

[Magnum7419]

"Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock multiplied by the number of shares of Series D Convertible Preferred Stock being converted."

." On July 28, 2021, the Company closed on a Stock and Warrant Purchase Agreement (the “Series D SPA”). Pursuant to the terms of Series D SPA, an investor in exchange for $13,200,000 purchased one share of Series D Preferred Stock, and a warrant to acquire 3,236 shares of Series D Preferred Stock. As of December 31, 2021, and 2020, there were 1,334 and 20,000 shares, respectively, of Series D Preferred Stock issued and outstanding and warrants to purchase 3,236 shares of Series D Preferred Stock are outstanding as of December 31, 2021. Mr. Conway owns 1,333 shares of Series D Preferred Stock as of December 31, 2021."

[Magnum7419]

"On April 4, 2022, the Company and GHS Investments LLC (“GHS”). signed a Securities Purchase Agreement (the “GHS Purchase Agreement”) for the sale of up to Two Hundred Million (200,000,0000) shares of the Company’s common stock to GHS. We may sell shares of our common stock from time to time over a six (6)- month period ending October 4, 2022, at our sole discretion, to GHS under the GHS Purchase Agreement. The purchase price shall be 85% of lowest VWAP for the ten (10) days preceding the Company’s notice to GHS for the sale of the Company’s common stock. On April 8, 2022, the Company filed a Prospectus Supplement to the Registration Statement dated October 14, 2021, regarding the GHS Purchase Agreement."

[Magnum7419]

"On January 2, 2021, the Company entered into a ten (10) year lease for a 6-bay garage storage facility of approximately 2,500 square feet. Pursuant to the lease the Company agreed to issue 100,000,000 shares of restricted common stock. The shares were certificated on March 8, 2021, with an effective date of January 2, 2021. The Company valued the shares $0.0063, (the market value of the common stock on the date of the agreement) and has recorded $630,000 as a prepaid expense. As of the date of this report, the Company has not yet taken possession of the space, and is in negotiations with the landlord regarding other potential properties."

[Magnum7419]

"For the year ended December 31, 2021, the Company generated revenue of $11,928,605 compared to $1,411,432 for the year ended December 31, 2020"

Cost of sales

"For the years ended December 31, 2021, and 2020, the Company recognized $10,342,413 and $1,404,348, respectively, of cost of sales.'"

[Magnum7419]

Wages and management fees- related parties, include amounts paid to our CEO and to the President (resigned July 2021) of PCTI. The CEO is eligible for additional bonuses as approved by the Board of Directors of the Company. Beginning January 1, 2021, the CEO was compensated $20,000 per month and effective September 1, 2021, an additional $10,000 per month for the management of Ozop Capital. The following table summarizes management fees:



Year ended
December 31,
2021 2020
CEO, parent $ 812,099 $ 377,804
CEO, parent- Series E Preferred Stock 2,850,000 -
CEO, parent- Series D Preferred Stock - 4,286,648
President, subsidiary (resigned July 2021) 141,666 83,500
Total $ 3,803,765 $ 4,747,952


The Series E Preferred Stock based compensation for the year ended December 31, 2021 is a result of on March 2, 2021, the BOD authorized the issuance of 1,800 shares of Series E Preferred Stock to Mr. Conway and on April 16, 2021, the BOD authorized the issuance of 1,050 to Mr. Conway. The issuances were for services performed. Pursuant to the terms and conditions of the Certificate of Designation of the Series E Preferred Stock, including the redemption value of $1,000 per share, the Company recorded $2,850,000 as stock-based compensation expense for year ended December 31, 2021.



"The Series D Preferred Stock based compensation for the year ended December 31, 2020, of $4,286,648, is related to 1,333 shares of Series D Preferred Stock issued to Mr. Conway on August 28, 2020, pursuant to his employment agreement. The Series D Preferred Stock was convertible in the aggregate into three times the number of shares of common stock outstanding at the time of conversion. Mr. Conway owns 6.67% of the issued and outstanding Series D Preferred Stock, and based on the 3,107,037,634 shares outstanding on August 28, 2020, Mr. Conway’s Preferred Stock was convertible into 621,253,401 shares of common stock. Based on the share price of the common stock on that date of $0.0065, the shares were valued at $4,286,648."

[Magnum7419]

Other Income (Expenses)



Other expenses, net, for the years ended December 31, 2021, and 2020, was $182,501,302 and $3,389,890, respectively, and were as follows.




Year ended

December 31,


2021 2020
Interest expense $ 53,252,232 $ 3,409,393
Loss on change in fair value of derivatives 17,349,076 176,050
Debt restructure expense 16,450,000 -
Loss (gain) on extinguishment of debt 95,449,994 (195,553 )
Total other expense, net $ 182,501,302 $ 3,389,890

[Magnum7419]

"For the year ended December 31, 2021, we primarily funded our business operations with $15,000,000 of proceeds received pursuant to the issuances of promissory notes and $13,100,000 received from the Series D SPA (see Note 13 to the financial statements filed herein). Of the proceeds, $5,000,000 was used for the redemption of 5,000 shares of Series E Preferred Stock and $11,250,000 was used for the redemption of Chis’s Series C and Series D Preferred Stock (see Note 11 to the financial statements filed herein"

[Magnum7419]

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



Name and Title: Class of
Security Amount of
beneficial ownership
Percent of

Class (1)


Executive Officers and Directors:

Brian P Conway, CEO and Director (2) Common Stock 2,022,410,243 30.4 %
Series C Preferred Stock 2,500 100.0 %
Series D Preferred Stock 1,333 99.9 %


(1) Percentages are based on 4,622,362,997 shares of the Company’s common stock, 2,500 shares of Series C Preferred Stock and 1,334 shares of Series D Preferred stock issued and outstanding as of April 14, 2022. The voting rights associated with the Series C Preferred Stock in the aggregate are equal to 67% of the total vote. Series C Preferred Stock has no conversion rights. Any holder may, at any time convert any number of shares of Series D Convertible Preferred Stock held by such holder into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 1.5 and dividing that number by the number of authorized shares of Series D Convertible Preferred Stock multiplied by the number of Series D shares being converted. Series D Preferred Stock has no voting rights.



(2) Includes 1,333 shares of Series D Preferred Stock convertible into 2,022,410,243 shares of common stock."

[Magnum7419]

For the Year Ended December 31,
2021 2020
Cash flows from operating activities:
Net loss from continuing operations $ (195,303,051)

[Magnum7419]

"As of December 31, 2021, the Company was in default of $1,973,847 plus accrued interest on debt instruments due to non-payment upon maturity dates, and subsequent to December 31, 2021, an additional $13,310,000 plus accrued interest on debt instruments also were in default status 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"

https://ih.advfn.com/stock-market/USOTC/ozop-energy-solutions-pk-OZSC/stock-news/87914740/amended-annual-report-10-k-a

[Magnum7419]

NOTE 16 – SUBSEQUENT EVENTS



"Effective January 1, 2022, the Company entered into a new employment agreement with Mr. Conway. Pursuant to the agreement, Mr. Conway received a $250,000 contract renewal bonus and will receive an annual compensation of $240,000 from the Company and will 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 began compensating Mr. Conway $20,000 per month in January 2022 and OES began compensating Mr. Conway $20,000 in March 2022."
On April 4th, 2022, the Company and GHS Investments LLC (“GHS”). signed a Securities Purchase Agreement (the “GHS Purchase Agreement”) for the sale of up to Two Hundred Million (200,000,000) shares of the Company’s common stock to GHS. We may sell shares of our common stock from time to time over a six (6)- month period ending October 4, 2022, at our sole discretion, to GHS under the GHS Purchase Agreement. The purchase price shall be 85% of lowest VWAP for the ten (10) days preceding the Company’s notice to GHS for the sale of the Company’s common stock. On April 8, 2022, the Company filed a Prospectus Supplement to the Registration Statement dated October 14, 2021, regarding the GHS Purchase Agreement."

https://ih.advfn.com/stock-market/USOTC/ozop-energy-solutions-pk-OZSC/stock-news/87914740/amended-annual-report-10-k-a