Filed 2025-04-15 · Period ending 2024-12-31 · 43,794 words · SEC EDGAR
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# Clean Vision Corp (CLNV) — 10-K
**Filed:** 2025-04-15
**Period ending:** 2024-12-31
**Accession:** 0001903596-25-000196
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1391426/000190359625000196/)
**Origin leaf:** d685e9d25156b007bb27baed2b6d72a702ecb257c03d131e1696c347e69398d7
**Words:** 43,794
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**
UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
**FORM 10-K**
**(Mark One)**
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
For the fiscal year ended December 31, 2024
or
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
Commission File Number **024-11501**
**CLEAN VISION CORPORATION**
(Exact Name of Registrant as Specified in Its Charter)
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Nevada |
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85-1449444 | |
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) | |
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2006 N. Sepulveda Blvd. #1051
Manhattan Beach, CA |
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90266 | |
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(Address of Principal Executive Offices) |
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(Zip Code) | |
**(424) 835-1845**
(Registrants telephone number, including area
code)
**Not applicable**
(Former name, former address, and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered | |
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N/A |
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N/A |
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N/A | |
Securities registered under Section 12(g) of the Exchange
Act: None
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 15(d) of the Act. Yes No
Indicate by check mark whether the registrant has
filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.
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
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
No
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
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Large accelerated filer |
Accelerated filer | |
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Non-accelerated filer |
Smaller reporting company | |
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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 to Section 7(a)(2)(B) of the Securities Act.
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements.
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants
executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant is a
shell company (as defined in rule 12b-2 of the Exchange Act).
Yes
No
The aggregate market value of the voting and non-voting
common stock of Clean Vision Corporation held by non-affiliates was approximately $11,842,000 based upon the closing price per share of
$0.0182 on June 28, 2024 (the last business day of the registrant's most recently completed second fiscal quarter).
The number of shares of the registrants common
stock outstanding as of April 14, 2025 was 973,774,482shares.
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TABLE OF CONTENTS |
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PART I |
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Item 1. |
Description of the Business |
1 | |
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Item 1A. |
Risk Factors |
11 | |
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Item 1B. |
Unresolved Staff Comments |
11 | |
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Item 1C. |
Cybersecurity |
11 | |
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Item 2. |
Properties |
12 | |
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Item 3. |
Legal Proceedings |
12 | |
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Item 4. |
Mine Safety Disclosures |
13 | |
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PART II |
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Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
14 | |
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Item 6. |
Selected Financial Data |
14 | |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
14 | |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
18 | |
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Item 8. |
Financial Statements and Supplementary Data |
18 | |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
46 | |
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Item 9A. |
Controls and Procedures |
46 | |
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Item 9B. |
Other Information |
47 | |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
47 | |
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Item 11. |
Executive Compensation |
51 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters |
54 | |
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Item 13. |
Certain Relationships, Related Transactions and Director Independence |
55 | |
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Item 14. |
Principal Accounting Fees and Services |
56 | |
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PART IV |
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Item 15. |
Exhibits, Financial Statement Schedules |
57 | |
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Exhibit Index |
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Item 16 |
Form 10-K |
58 | |
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Signatures |
59 | |
****
**SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS**
This Annual Report on Form 10-K (Annual Report)
contains forward-looking statements within the meaning of the federal securities laws. All statements contained in this Annual Report,
other than statements of historical fact, including statements regarding our future operating results and financial position, our business
strategy and plans, potential growth or growth prospects, future research and development, sales and marketing and general and administrative
expenses, and our objectives for future operations, are forward-looking statements. Words such as believes, may,
will, estimates, potential, continues, anticipates, intends,
expects, could, would, projects, plans, targets, and
variations of such words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking
statements largely on our current expectations and projections about future events and trends that we believe may affect our financial
condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the Risk
Factors in this Annual Report. Readers are urged to carefully review and consider the various disclosures made in this Annual Report
and in other documents we file from time to time with the U.S. Securities and Exchange Commission (the SEC) that disclose
risks and uncertainties that may affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New
risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and circumstances discussed
in this Annual Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the
forward-looking statements.
You should not rely upon forward-looking statements
as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
performance, or achievements. In addition, the forward-looking statements in this Annual Report are made as of the date of this filing,
and we do not undertake, and expressly disclaim any duty, to update such statements for any reason after the date of this Annual Report
or to conform statements to actual results or revised expectations, except as required by law.
You should read this Annual Report and the documents
that we reference herein and have filed with the SEC as exhibits to this Annual Report with the understanding that our actual future results,
performance, and events and circumstances may be materially different from what we expect.
This Annual Report also contains or may contain estimates,
projections and other information concerning our industry, our business and the markets for our products, including data regarding the
estimated size of those markets and their projected growth rates. Information that is based on estimates, forecasts, projections or similar
methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances
reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports,
research surveys, studies and similar data prepared by third parties, industry and general publications, government data and similar sources.
In some cases, we do not expressly refer to the sources from which these data are derived.
****
**PART I**
**ITEM 1. DESCRIPTION OF THE BUSINESS**
**Company Overview and History**
Clean Vision Corporation (Clean Vision,
we, us, or the Company) is a new entrant in the clean energy and waste-to-energy industries
focused on clean technology and sustainability opportunities. Currently, we are focused on providing a solution to the plastic waste problem
by recycling the waste and converting it into saleable byproducts, such as hydrogen and other clean-burning fuels. Using a technology
known as pyrolysis, which heats the feedstock (*i.e.*, plastic) at high temperatures in the absence of oxygen so that the material
does not burn, we are able to turn the feedstock into (i) clean fuels, (ii) clean hydrogen and (iii) carbon black or char (char is created
when plastic is used as feedstock). Our mission is to aid in solving the problem of cost-effectively upcycling the vast amount
of plastic feedstock generated on land before it flows into the worlds oceans, and one of our goals is to generate revenue from
the following three sources:
(i) *Service revenue from the recycling services
we provide*. We plan to establish plastic feedstock agreements with a number of feedstock suppliers for the delivery of plastic to
our facilities. Much of this plastic is currently a cost center for such feedstock suppliers, who pay "tipping fees" to landfills
or incinerators. We will accept this plastic feedstock at reduced price or for no tipping fees. In some cases, feedstock suppliers will
also share in revenue on products produced from their feedstock. This revenue will be realized and recognized upon receipt of feedstock
at one of our facilities.
(ii) *Revenue generated from the sale of commodities*.
We will produce commodities including, but not limited to, pyrolysis oil, fuel oil, lubricants, synthetic gas, hydrogen, and carbon char.
We are in negotiation with chemical and oil companies for purchasing, or off-taking, the fuels and oils we produce, and exploring applications
for carbon char. This revenue will be recognized upon shipment of products from one of our facilities and in some cases off-takers may
pre-pay for a contractual obligation to buy our commodities.
(iii) *Revenue generated from the sale of
environmental credits*. Our products are eligible for numerous environmental credits, including, but not limited to, carbon credits,
plastic credits, and biodiversity credits. These credits may be monetized directly on the relevant markets or may be realized as value-add
to off-takers, who will pay a premium for eligible products. Revenue from these credits will be recognized upon sale of applicable environmental
credits on recognized markets, and/or upon sale of commodities to off-takers when that off-take includes an environmental credit premium.
(iv) *Revenue generated from royalties and/or
the sale of equipment*. We expect to develop or acquire intellectual property which could generate revenue through royalties and/or
sales of manufactured equipment. Revenue may be recognized upon the terms of a contracted sale agreement.
According to analysis and
projections reported by the U.S. Energy Information Administration (EIA) on June 14, 2023, it is estimated that while annual
demand growth is expected to drop from 2.4 million barrels per day (mb/d) due to a shift in focus to a clean energy economy,
global oil demand will rise by 6% from 2022 to 2028, reaching 105.7 mb/d. The EIA also estimates that upstream investments in oil and
gas exploration, extraction and production were on course to reach their highest levels since 2015, growing 11% year-on-year to $528 billion
in 2023.
Additionally,
in the Hydrogen Generation Market Size, Share, Competitive Landscape and Trend Analysis, Report by Source, by Process, by Deliver Mode,
by Application: Global Opportunity Analysis and Industry Forecast, 2021-2031 (the Hydrogen Generation Market Research),
published by Allied Market Research in September 2022, the global hydrogen generation market size was valued at $136.3 billion in 2021
and is expected to each $262 billion by 2031, growing at a CAGR of 6.8% from 2022 to 2031. The Hydrogen Generation Market Research explains
that hydrogen plays a vital role in the chemicals and oil & gas industry, with major factors driving the hydrogen
generation market growth mostly due to ongoing unprecedented revolutions under the net zero emissions scenario, where global output of
hydrogen is expected to reach 200 metric tons in 2030 when it is estimated that around 70% of hydrogen production will be done through
low carbon technologies. It is anticipated that by 2050, the production of hydrogen will increase to roughly 500 metric tons and that
energy efficiency, electrification, renewable energy, hydrogen and hydrogen based fuels, and carbon, capture, utilization and storage
are some of the major technology pillars to decarbonize the world energy system.
According to the research
and analysis by Argonne National Laboratory (Argonne) published in the Journal of Cleaner Production on November 1, 2023,
plastics are important products for the modern economy, reaching production of 367 and 56 million tons in the world and North America,
respectively, in 2022. The Argonne research also states that as of November 2023, the plastic industry relied heavily on fossil resources
with data suggesting that 6% of the global production of crude oil and natural gas liquids is devoted to the production of plastics and
is expected to increase to 20% in 2050, resulting in higher waste generation. According to Argonne, while recycling could reduce reliance
on fossil resources and waste generation in the plastic industry while converting post-use plastic into a resource, only 9% of the post-use
plastic collected in the United States is mechanically recycled due to diverse economic, technical environmental and regulatory barriers.
Further, the Organization
for Economic Cooperation and Development has suggested that global plastics use is projected to almost triple between 2019 and 2060, with
estimates of an increase from 460 million tons to 1,231 million tons yearly.
We believe that in the near
future, a significant growth sector of the economy will be in clean energy and sustainable products and services. This belief was a key
factor in our shift in our business focus in May 2020 and our acquisition of Clean-Seas, Inc. (Clean-Seas),
which became our wholly owned subsidiary on May 19, 2020. We believe that Clean-Seas has made significant progress in identifying and
developing its business model around the clean energy and waste-to-value sectors.
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Clean Vision was established
in 2017 as a company focused on the acquisition of disruptive technologies that will impact the digital economy. The Company, which was
formerly known as Byzen Digital Inc., changed its corporate name to Clean Vision on March 12, 2021.
We operate through our wholly
owned subsidiary, Clean-Seas, which we acquired on May 19, 2020. Clean-Seas acquired its first pyrolysis unit in November 2021 for use
in a pilot project in India, which began operations in early May 2022. On April 23, 2023 (the Morocco Closing Date), Clean-Seas
completed its acquisition of a fifty-one percent (51%) interest in EcoSynergie S.A.R.L., a limited liability company organized under the
laws of Morocco (EcoSynergie). On the Morocco Closing Date, (i) EcoSynergies name was changed to Clean-Seas Morocco,
LLC (Clean-Seas Morocco), (ii) Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Companys Chief Revenue Officer
(CRO), were appointed as managers of Clean-Seas Morocco and (iii) Mr. Harris was appointed to serve as the Chief Executive
Officer of Clean-Seas Morocco. Clean-Seas Morocco began operations at its pyrolysis facility in Agadir, Morocco, in April 2023, which
currently has capacity to convert 20 tons per day (TPD) of plastic feedstock through pyrolysis.
**Our Business Segments**
*Clean-Seas, Inc.*
Clean-Seas was incorporated in Delaware on March 20,
2020. Clean-Seas became a wholly owned subsidiary of Clean Vision on May 19, 2020. Clean-Seas was Clean Visions first investment
within its newly expanded business strategy of clean energy space. It is managements belief that Clean-Seas has made significant
progress in identifying and developing a new business model around the clean energy and waste-to-value sectors. Clean-Seas is currently
Clean Visions sole operating entity.
Clean-Seas was established to solve the problem of
cost-effectively upcycling the vast amount of waste plastic generated on-land before it flows into the worlds oceans. As a solutions
provider, Clean-Seas has identified technologies that are uniquely suited to convert plastic waste into valuable commodities and
intends to provide these technologies to its customers. The Clean-Seas team of business development professionals and engineers will use
its experience in the sustainable energy space to deliver conversion technologies to its customers and strategic partners. Depending on
customer requirements, facilities will be designed to convert plastic feedstock into precursors, clean-burning fuels, hydrogen, and/or
generate electricity. The solutions provided will utilize technologies uniquely designed to the specific feedstock available and the customers
requirements.
System design includes conversion of mixed plastics,
typically the more difficult plastic types #4 - #7 (low density polyethylene, polypropylene, polystyrene, others), with a minimal sorting
and cleaning requirement.
*Subsidiaries of Clean-Seas*
In order to execute our business model, Clean-Seas
has established subsidiaries and/or joint ventures in Morocco, France, Turkey, Sri Lanka, Puerto Rico, Arizona, Massachusetts, Michigan
and West Virginia. We chose these locations due to the proximity to an abundant supply of plastic feedstock as well as because of prior
business relationships that had been established by Daniel Bates and his team, throughout his career in the renewable energy industry.
Within the United States, Clean-Seas has developed
relationships within environmental and economic development agencies in several states for the remediation and conversion of waste plastic.
On April 1, 2023, Clean-Seas West Virginia, Inc. (Clean-Seas West Virginia) was formed on April 1, 2023 and is currently
in process of constructing and developing our first patent-pending Plastic Conversion Network (PCN) based in the United
States. This facility is located in Belle, West Virginia (just outside of the States capitol, Charleston), which is being partially
funded by a $15 million bridge loan backed by the West Virginia Economic Development Authority and a letter of credit and completion bond
issued by UPS Industrial Services.
Clean-Seas is also in the early stages of
developing additional U.S. based PCN projects located in Arizona, Massachusetts and Michigan, where we currently intend
to begin the permitting process for these projects in 2025.
*EcoCell, Inc.*
EcoCell, Inc. (EcoCell) is our wholly
owned subsidiary that was incorporated in Nevada on March 4, 2022. EcoCell does not currently have any operations, but we intend to use
EcoCell for the purpose of licensing fuel cell patented technology developed and manufactured by Kingsberry and Dr. K.
Joel Berry pursuant to the Kingsberry Licensing Agreement, which we currently intend to sell and install in India through Clean-Seas India,
as well as other regions as yet to be determined.
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EcoCell has commissioned the construction of a five-kilowatt
hydrogen fuel cell, but experienced delays due to supply chain issues. The raw materials for this project have been received and development
is currently progressing, with expectations for demonstration in the third quarter of 2025.
*Endless Energy, Inc.*
Endless Energy, Inc. (Endless Energy)
is our wholly owned subsidiary, incorporated in Nevada on December 10, 2021. Endless Energy was originally formed by the Company with
the intent to acquire the assets of WindStream Technologies, Inc. (WS USA). WS USA was delisted from the Nasdaq Capital
Market (Nasdaq) on March 6, 2019, and currently has no operations. WS USA also owns approximately 26% of the issued and
outstanding equity of WindStream Energy Technology, an Indian company (WS India).
Daniel Bates, the Companys
CEO, is an equity owner of WS USA and has served as its President and CEO. Daniel Bates is also a member of the board of directors of
WS India. On August 18, 2021, the United States filed a lawsuit against Windstream and Daniel Bates over Windstreams default on
a $2,000,000 loan that Windstream had with GBC International Bank and which loan Mr. Bates personally guaranteed as Windstreams
President and CEO (*United States of America v. Windstream Technologies, Inc. and Daniel Bates*, Case No. 1:2021cv2269). On October
13, 2022, a judgment was entered in this matter that ordered defendants to pay the plaintiff the principal sum of $1,982,570.22, plus
$842,536.13 ordinary interest accrued through May 31, 2022, and $1,735,299.76 in late interest accrued through May 31, 2022.
As of the date of hereof, no payments have been made and Endless Energys intended
acquisition of WS USAs assets has not occurred , but such transaction is still currently being explored.
**United States PCN Locations**:
*West Virginia*
**
Clean-Seas West Virginia, formed on April 1, 2023,
is our first PCN facility under development in the United States and is currently expected to be operational in the third quarter
of 2025. This facility is located in the city of Belle, outside of Charleston, the capital of West Virginia. Current plans
are for the West Virginia facility to begin operations with the ability to convert 50 TPD of plastic feedstock. The Company
expects to expand to greater than 500 TPD within three years of beginning operations. Clean-Seas has engaged MacVallee, LLC (MacVallee)
to secure mixed plastic feedstock from material recovery facilities and industrial suppliers and expects to receive its first shipment
of plastic feedstock in April 2025.
**
*Arizona*
**
Clean-Seas Arizona, Inc. (Clean-Seas Arizona)
was incorporated in Arizona on September 19, 2022, as a wholly owned subsidiary of Clean-Seas. Pursuant to that certain Memorandum of
Understanding signed on November 4, 2022, Arizona State University (ASU) and the Rob and Melani Walton Sustainability Solution Services
(WS3), the parties intend for Clean-Seas Arizona to establish a plastic feedstock to clean hydrogen conversion facility to be located
in Phoenix, Arizona. In furtherance of these goals, and pursuant to a Services Agreement (the Arizona Services Agreement)
signed on June 12, 2023, with ASU and WS3, this facility is currently intended to source and convert plastic feedstock from the Phoenix
area and import plastic from California. The Arizona facility is expected to begin processing plastic in Q1 2026, at 200 TPD and
scale up to a maximum of 500 TPD at full capacity. Additionally, we are exploring plans for this facility to be powered by renewable
energy, which, if successful, would become the first completely off grid pyrolysis conversion facility in the world.
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*Massachusetts*
**
On November 14, 2022, Clean-Seas signed Letters of
Intent with MacVallee to establish a co-located Clean-Seas facility in Central Massachusetts, which is planned to divert post-industrial
and ocean-bound plastic from landfill and incineration, and convert it into precursors for new plastics, ultra-low sulfur fuels, pyrolysis
oils, and Clean-Seas branded hydrogen, AquaH.
On March 21, 2023**,**Clean-Seas entered into
a definitive agreement with MacVallee to supply sufficient quantities of post-industrial waste plastic feedstock to launch its project
in Massachusetts, as well as a new Eastern U.S. facility to be announced.
*Puerto Rico*
On April 6, 2022, Clean-Seas formed a joint venture
with a San Juan based company, Main Line Ventures LLC (MLV), to develop a commercial scale plastic pyrolysis conversion
plant in Puerto Rico to serve as a host facility for our PCN. Pursuant to the terms of the joint venture, we agreed to provide lead project
funding, the pyrolysis tech sub-contractor and the expertise to develop and manage the project and MLV is responsible for securing legal
representation, permitting and government /community relations. The facility is planned to process local waste plastic and waste plastic
of neighboring islands as well as the southern United States. Output is expected to include low sulfur diesel fuel, electricity, char
and clean hydrogen.
**International PCN Locations**:
*Morocco*
On April 23, 2023, we completed our acquisition of
a 51% interest in EcoSynergie, a company focused on sustainable products and solutions based in Agadir, Morocco, establishing our first
PCN host. At the closing, we made an initial payment of $2,000,000, with the remaining $4.5 million due within ten (10) months of the
Morocco Closing Date. On the Morocco Closing Date, (i) EcoSynergies name was changed to Clean-Seas Morocco, LLC, (ii) Mrs. Halima
Aboudeine and Mr. Daniel C. Harris, the Companys CRO, were appointed as managers of Clean-Seas Morocco and (iii) Mr. Harris was
appointed to serve as the Chief Executive Officer of Clean-Seas Morocco. EcoSynergie was not acquired from a related party and the Company
did not have common control with EcoSynergie at the time of the Morocco Acquisition.
In connection with the Morocco Acquisition, Clean-Seas
committed to invest up to $50,000,000 in Clean-Seas Morocco over a period of ten (10) months from the Morocco Closing Date (the Clean-Seas
Morocco Investment). The Clean-Seas Morocco Investment is currently contemplated to be funded in tranches based on a to be agreed
to schedule tied to milestones related to the technology being deployed by Clean-Seas Morocco. The parties intend to complete the funding
schedule applicable to the Clean-Seas Morocco Investment in the first quarter 2025. To date, none of the Clean-Seas Morocco Investment
has been funded.
Established in 2012, Ecosynergie is an operator of
pyrolysis waste-plastic conversion technology with a current capacity of 20 TPD. In connection with the acquisition, Ecosynergie changed
its name to Clean-Seas Morocco, LLC, which, as of the closing, became a 51% owned subsidiary of the Company. Clean-Seas Morocco had previously
contracted with a vendor based in France to deliver the two 50 TPD systems. However, the vendor will not be able to deliver such
equipment as originally planned. As such, further development of the Morocco project is currently on hold until equipment and funding
are secured. While we cannot currently give an estimated time frame for the installation of the two additional 50 TPD systems, Clean-Seas
Morocco is still planning for the installation of the two 50 TPD systems, with the goal for the Morocco facility to become a North African
regional hub of the PCN.
Clean-Seas Moroccos current assets include:
five hectares of suitably zoned land, licenses and permits to operate pyrolysis facilities, EcoSynergies inventory of equipment
and supporting technology which includes two 10 TPD pyrolysis plants. Clean-Seas Morocco currently has greater than 10,000 tons of feedstock
ready to be converted into clean, low-sulfur fuels, hydrogen, and it has an off-take agreement with a local oil and gas distributor.
Since commencing operations at our Morocco facility
in April 2023, Clean-Seas Morocco has generated $488,454 in revenue, with a gross margin of $382,398 from the provision of pyrolysis services
and its sale of byproducts.
*India*
**
Clean-Seas India Private Limited (Clean-Seas
India), a wholly-owned subsidiary of Clean Seas, has entered into a development agreement with the Council of Scientific and Industrial
Research (CSIR), acting through CSIR-Indian Institute of Chemical Technology (IICT) in Hyderabad. This agreement
provides that the IICT development team will evaluate the performance of the Clean-Seas pyrolysis technology, which has already been installed
at the Hyderabad location, to improve, productize and scale the technologies for the benefit of sales directly to the third parties, which
we anticipate will include the Indian Government as well as the private sector. Our pilot project in India is designed to showcase our
ability to pyrolyze plastic feedstock and generate saleable byproducts, including clean hydrogen, AquaH, which can then
be used in fuel cells to generate clean energy. This completes the value chain from an unused waste stream through to clean usable electricity.
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Clean-Seas Indias pilot project began operations
in May 2022 and technology development is ongoing, with current expectations to implement commercial scale capabilities in Q4 2025.
*France*
We have current plans to establish an entity in France
to be called Clean-Seas Brittany with our partner, Jalaber Diffusion, to establish a 100TPD facility in the region of Brittany,
France. Development of this facility is currently delayed; however, our current plans for this facility are to service plastic feedstock
from the northern part of France and to eventually extend its reach throughout the European Union.
*Turkey*
**
On June 14, 2022, Clean-Seas signed a binding term
sheet with the Turkish company, Pax Petroklmya Sanayi Ve Dis Ticaret Limited, Sirketi (PPI) to jointly pursue the development
of a commercial-scale waste plastic-to-energy plant in Turkey. Current plans are to establish an entity with PPI called Clean-Seas
Turkey for this project. Clean-Seas Turkey plans to establish a 100TPD facility in Istanbul, Turkey. The facility will convert
plastic feedstock from the European Union and Turkey. PPI is in the process of securing the required land and government permits in order
to establish operations and scale the facility.
*Sri Lanka*
On March 16, 2022, we entered into a letter of intent
(the Arinma LOI) with Arinma Holdings (pvt) Ltd. (Arinma Holdings), a company based in Columbo, Sri Lanka,
to develop a commercial scale waste plastic-to-energy pyrolysis plant to serve as a south-Asia host facility within the PCN network. Focused
on prosperity, social justice and sustainability, Arinma Holdings has completed approximately two hundred twenty-five (225), large multifaceted
projects throughout Sri Lanka. The Arinma LOI provides for the parties to establish a new U.S. company through which they will operate,
but this entity has not yet been formed.
**Deployment Strategy**
The Company has secured contracts, and or letters
of intent to establish projects in the jurisdictions discussed above; however, management will use its best judgment on how to deploy
capital in the most efficient manner in building out each project and the priority each project is given. It will seek to complete construction
and emissions permitting for each location prior to seeking funding and, as such, current plans are to commence our deployment strategy
beginning with the Morocco expansion and West Virginia project as phase one. Phase two is currently planned to include; Arizona, Michigan
and Massachusetts.
****
**Intellectual Property**
Clean-Seas filed for intellectual property
protection of its technology entitled "Method and Apparatus for Plastic Waste Recycling" with the USPTO covering its global
PCN. The PCN is a patent-pending software network connecting sources of waste plastic with conversion facilities strategically
located around the world. The PCN was created to solve the problem created when China closed its borders to the importation of the developed
worlds recyclable waste streams. There can be no assurance that the patent will be issued or if issued that the patent will protect
our intellectual property.
On November 8, 2023, the USPTO issued our trademark
for AquaH, which is a unique type of clean hydrogen we produce from plastic waste that falls between the blue (natural
gas) and green (renewable energy resourced) classifications.
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**Growth Strategies**
We plan to establish PCN facilities strategically
located as close to the feedstock as possible. We are currently focused on plastic waste-to-value projects in Morocco, India, West Virginia,
Arizona, Massachusetts, Michigan, Puerto Rico, France, Turkey and Sri Lanka due to their proximity to plastic feedstock as well as business
relationships that have been developed by the management team of Clean Vision with entities and/or municipalities in such countries and
are in the process of developing a pipeline of similar projects, in the United States and abroad. We believe there is a virtually endless
supply of feedstock for such projects and the demand for clean fuels and clean energy (particularly from such projects) is growing consistently.
Another component of the clean energy and waste-to-value
industry in the United States is environmental credits. Recycling of waste plastic mitigates the need for fossil fuels for energy generation
and the production of clean-burning diesel. We plan to aggregate these off-sets and sell them to users of fossil fuels in the form of
carbon credits or renewable energy credits depending on the location of the facilities and local market conditions. These can be used
as off-set as more governments impose a Carbon-tax on the end users of fossil fuels. In addition, new plastic exchanges
have been coming online specifically focused on plastic waste, and credits will be sought after, allowing producers of plastic waste to
off-set their plastic footprint, much like what has happened in the carbon markets.
We expect our projects, through our subsidiaries,
including Clean-Seas, to generate revenue in several ways:
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Recycling Services. We currently expect that gate fees or tipping fees may be paid to us to accept plastic waste from a government, municipality, or corporate entities that must dispose of its waste. Fees, if paid, will be on a per ton basis and are expected to vary in range from approximately $25 per ton (excluding transport) to $50 per ton (including transport), depending on the jurisdiction, land availability, and daily volumes of waste. Clean-Seas has agreements in place to accept feedstock at its facilities in Morocco and West Virginia at no cost to the Company. | |
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Commodity Sales.
Circular Fuels and Hydrogen.
Our business model is based on pyrolysis facilities converting plastic feedstock into clean fuels and gasses, such as AquaH.
The clean fuel takes the form of a Plastic Pyrolysis Oil (PPO), which we intend to sell to petrochemical companies as a
precursor feedstock for the creation of new plastic products. We believe PPO is the foundation of the plastic circular economy which we
see multinational oil companies pursuing. We are also planning to produce hydrogen in the Companys PCN facilities that we anticipate
selling to distributors of this clean source of energy.
Carbon Char. Carbon char
is an additional byproduct of our pyrolysis technology, which is used for the manufacturing of bonding agents, roadway surfaces, and more.
We intend to enter into agreements with consumers of carbon char to serve as an additional revenue stream to us. | |
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Environmental Credits. Recycling of plastic feedstock mitigates the need for fossil fuels for energy generation and the production of clean-burning diesel. These off-sets can be aggregated and sold to users of fossil fuels in the form of carbon credits or renewable energy credits depending on the location of the facilities and local market conditions. These can be used as off-set as more governments impose a Carbon-tax on the end users of fossil fuels. Additionally, plastic credits may be sold through plastic credit exchanges, such as the Plastic Credit Exchange (PCX), the HOPEx Environment Group, or similar established exchanges, to producers of new plastic products as a means of offsetting their plastic footprint. | |
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Equipment Sales. Clean Vision has entered into a Licensing Agreement (the Kingsberry License Agreement) with Kingsberry Fuel Cell, Inc. (Kingsberry) whereby we have obtained the exclusive, worldwide rights (exclusive of the United States and Canada) to the fuel cell intellectual property developed and manufactured by Kingsberry and Dr. K. Joel Berry for a term of five years, which we intend to sell to third-parties throughout the world. Once established, these sales will provide a revenue stream to us, as well as recurring revenue through a royalty model and ongoing service. | |
**Competition**
The clean energy and waste-to-value industries are
very competitive. We will compete with other companies offering pyrolysis solutions in addition to many other clean energy solutions.
We expect competition to increase as awareness of the environmental advantages of converting waste plastic into fuel increases. A rapid
increase in competition could negatively affect our ability to develop a profitable client base. Many of our competitors and potential
competitors may have substantially greater financial resources, customer support, technical and marketing resources, larger customer bases,
longer operating histories, greater name recognition and more established relationships than we do. We cannot be sure that we will have
the resources or expertise to compete successfully. Our failure to compete effectively with our current and future competitors would adversely
affect our business, financial condition, and results of operations.
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Although there seems to be an abundant supply of plastic
feedstock, it is expected that there will be increased competition for these plastic resources, with the result that it could have an
effect on our profitability.
We also face competition for qualified employees and
consultants among companies in the applicable industries. Competition for individuals with experience in the clean energy and waste-to-value
industries is intense. The loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled
employees and consultants required for the initiation and expansion of our activities, could have a materially adverse effect on our business.
**Competitive Edge**
We believe that the following are the critical investment attributes of
our Company:
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Experienced management team. Members of our management team have significant prior experience in the renewable energy sector and have established relationships with providers of pyrolysis technology that led to the establishment of our first PCN facility in Agadir, Morocco, following our acquisition of a 51% interest in EcoSynergie and the establishment of our first revenue source. | |
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Pilot Research and Development Project Commenced. We acquired our first pyrolysis unit for use in Hyderabad, India, which began operations in May 2022. We established this project to develop technology focused on optimizing the process of converting plastic feedstock into byproducts, including the Companys branded clean hydrogen, AquaH, which is our branded name for clean hydrogen we produce from plastic waste that falls between the blue (natural gas) and green (renewable energy resourced) classifications. Technology development is ongoing and the Company expects to see commercial scale capabilities in Q4 2025. | |
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Established Revenue Stream. On April 23, 2023, we completed our acquisition of a 51% interest in Ecosynergie, a company focused on sustainable products and solutions based in Agadir, Morocco, establishing our first PCN host country. In connection with this PCN host facility, we intend to purchase additional pyrolysis units, expanding out processing capability. We anticipate that the Moroccan facility will process up to 200 tons of plastic waste per day within the next 24 months. Since commencing operations in April 2023, Clean-Seas Morocco has generated $488,454 in revenue, with a gross margin of $382,398. | |
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West Virginia State Incentive Package. On November 7, 2024, Clean-Seas announced that it secured a $15 million bridge loan to finance the PCN currently being established by Clean-Seas West Virginia. Clean-Seas West Virginia has an existing feedstock supply agreement for 100 TPD of post-industrial plastic waste and is planned to be a PCN hub servicing the Mid-Atlantic states. The project will commence in phases, Phase 1 being 100 TPD, scaling up to 500 TPD. Additional project finance capital is in the process of being secured. | |
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Clean-Seas Arizona. Officially established on September 25, 2022, Clean-Seas Arizona announced a Services Agreement with WS3 and ASU to commission a PCN facility to service the Western United States, starting at 100 TPD and scaling to 500 TPD. The facility is currently planned to produce plastic precursors and clean fuels with the intent to transition to AquaH. | |
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New Approach to Vertical Supply Chain. Our PCN is a patent-pending software network connecting sources of plastic feedstock with conversion facilities, which will produce environmentally friendly commodities. We intend to strategically locate the conversion facilities around the world in locations that are easily accessible and in close proximity to countries that produce a large amount of plastic waste. Currently, we have entered into contracts, letters of intent and/or joint venture agreements for the development of facilities in the following locations: Morocco, India, West Virginia, Arizona, Massachusetts, Michigan, Puerto Rico, France, Turkey and Sri Lanka. | |
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Large market opportunity for effective solution. Renewable energy is a large market we see with an unmet need. Plastic waste disposal affects all countries, including developing nations. With a more recent focus of governments on environmentally friendly waste removal solutions, we believe there is a large opportunity for us. | |
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Unique technology. Pyrolysis technology reduces plastic waste while creating valuable byproducts, such as precursors used in the production of new plastic products, hydrogen (our branded AquaH) and other clean-burning fuels that can be used to generate clean energy. Our AquaH is unique because of how we produce it. Our process is unique in that we use waste plastic and the pyrolysis reaction to create a large volume of synthetic gas (syngas), and then split that syngas apart, removing the hydrogen and leaving the methane, carbon monoxide and carbon dioxide to power the pyrolysis process. We believe our process, including the price, volume and efficiency in which we utilize the pyrolysis process is what differentiates us in the marketplace. Additionally, our relationships with vendors have allowed us to access to pyrolysis technology that is not available to other users of similar technology. | |
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Increased support for clean technologies to protect the environment. In recent years, we have seen an increased focus on environmental sustainability and more investors directing their investments towards companies based on impactful, environmental factors. | |
****
****
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**Research and Development Activities**
Plastic Conversion Network (PCN)
Clean-Seas has developed a technology solution to
address the global crisis of plastic waste pollution. The PCN is a patent-pending software network connecting sources of waste plastic
(feedstock) with conversion facilities, which will produce environmentally friendly commodities. We intend to strategically locate the
conversion facilities around the world in locations that are easily accessible and in close proximity to countries that produce a large
amount of plastic waste. The PCN was created in response to the problem created when the Peoples Republic of China ceased purchasing
the developed worlds recyclable waste streams in 2019. Currently, we are under development for a PCN facility in West Virginia,
and have entered into contracts, Letters of Intent or Joint Venture Agreements for development of additional facilities in numerous host
locations, countries, and territories, including, Morocco, India, Arizona, Massachusetts, Michigan, Puerto Rico, France, Turkey and Sri
Lanka.
Background
Global plastic recycling is facing unprecedented challenges.
We believe that inadequate processing infrastructure, fewer processing locales, changing laws and conventions, and political circumstances
imperil what is already a deficient response to a global problem. According to an article published by National Geographic entitled A
Whopping 91 Percent of Plastic Isnt Recycled, it is estimated that since 1950 only 9% of all of the planets plastic
waste has been recycled. By the same estimates, 79% of plastic waste remains in the worlds landfills and or as litter, meaning
that much of it ultimately ends up in the oceans. Discarded plastics are estimated to comprise 12.2% of all landfilled waste and 16% of
combusted waste according to the EPA.
Developed nations, including the United States, the
worlds largest generator of plastic waste, are finding disposal of this waste increasingly difficult, due to expensive and inefficient
processing capabilities; global conventions responding to environmental implications of international plastic export; and political constraints.
In January 2019 the Peoples Republic of China, which had been accepting plastic waste from countries including the U.S., implemented
its National Sword policy limiting recyclable waste imports. As a result, the worldwide recyclables market experienced drastic limits,
fewer options for disposal, resulting in a global backlog of plastic waste. Some of the recyclable material has been rerouted to Southeast
Asian countries but the market remains in upheaval, with, at best, plastic waste floating in waiting ships and at worst, illegal dumping
into international waters or incinerated.
The Basel Convention on the Control of Transboundary
Movements of Hazardous Wastes (Basel Convention) is an international treaty aimed at reducing the movement of hazardous
waste between nations. In 2019, the Basel Convention amended its treaty to regulate plastic waste exports. As a result, effective January
1, 2021, international shipment of plastic waste became subject to prior written consent between countries party to the convention. The
U.S., as a non-party to this convention, is now subject to new liability because most countries will not accept its waste plastic. In
order to ship its waste plastic, the U.S. must enter prior written agreements with accepting Basel Convention party countries which meet
certain Basel Convention criteria.
Using pyrolysis technologies described above, the
PCN is designed to scale, efficiently and cost effectively convert waste plastic into environmentally friendly commodities, including
plastic precursors, low sulfur diesel fuel, hydrogen, carbon char and others. The transporting of all plastic waste will be fully compliant
with the Basel Convention and the facilities will be strategically located to reduce its carbon footprint. The PCN can connect the developed
nations of the world that have robust recycling programs for plastic waste but lack a proper method of disposal, with facilities that
will convert their plastic waste into environmentally friendly commodities. The current
disposal options are either environmentally hazardous (landfills), environmentally destructive (incineration), or illegal.
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AquaH
On November 8, 2023, the USPTO issued our trademark
for AquaH, which is a unique type of clean hydrogen we produce from plastic waste that falls between the blue (natural gas) and green
(renewable energy resourced) classifications. Typically, the various types of hydrogen are given a color that differentiates the type
and where it was derived from.
There are nine types of hydrogen:
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Green hydrogen is produced through water electrolysis process by employing renewable electricity. The reason it is called green is that there is no CO2 emission during the production process. Water electrolysis is a process which uses electricity to decompose water into hydrogen gas and oxygen. | |
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Blue hydrogen is sourced from fossil fuel. However, the CO2 is captured and stored underground (carbon sequestration). Companies are also trying to utilize the captured carbon called carbon capture, storage and utilization (CCSU). Utilization is not essential to qualify for blue hydrogen. As no CO2 is emitted, the blue hydrogen production process is categorized as carbon neutral. | |
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Gray hydrogen is produced from fossil fuel and commonly uses steam methane reforming (SMR) method. During this process, CO2 is produced and eventually released into the atmosphere. | |
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Black or brown hydrogen is produced from coal. The black and brown colors refer to the type bituminous (black) and lignite (brown) coal. The gasification of coal is a method used to produce hydrogen. However, it is a very polluting process, and CO2 and carbon monoxide are produced as by-products and released to the atmosphere. | |
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Turquoise hydrogen can be extracted by using the thermal splitting of methane via methane pyrolysis. The process, though at the experimental stage, removes the carbon in a solid form instead of CO2 gas. | |
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Purple hydrogen is made using nuclear power and heat through combined chemo thermal electrolysis splitting of water. | |
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Pink hydrogen is generated through electrolysis of water by using electricity from a nuclear power plant. | |
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Red hydrogen is produced through the high-temperature catalytic splitting of water using nuclear power thermal as an energy source. | |
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White hydrogen refers to naturally occurring hydrogen. | |
Clean-Seas is seeking
to establish a tenth type of hydrogen derived from a plastic waste stream, which we believe falls between Green and Blue hydrogen. We
have categorized the hydrogen derived from plastic waste in this manner because while the process does not emit CO2, it is not derived
from a naturally occurring material like water, but rather a man-made material (plastic), which emits CO2 when it was produced.
The Company currently plans to launch the new product in the fourth quarter of 2025.
**Government Regulation**
Our industry is subject
to extensive federal and state laws and regulations in the United States as well as each country in which we perform services. Federal
and state laws and regulations impact how we conduct our business and the services we offer and impose certain requirements on us such
as:
licensure and certification;
operating policies and procedures;
emergency preparedness risk assessments and policies and procedures;
policies and procedures regarding employee relations;
addition of facilities and services;
billing for services;
requirements for utilization of services; and
reporting and maintaining
records regarding adverse events.
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*Permitting*
Each of our projects in development requires certain
government approvals. In the United States, the standard required environmental permits relate to solid waste composting and air quality.
The Clean Air Act establishes a number of permitting programs designed to carry out the goals of the Act. Some of these programs are directly
implemented by EPA through its Regional Offices but most are carried out by states, local agencies and approved tribes.
*Regulatory Changes and Compliance*
Many aspects of our operations and facilities are
affected by political developments and are subject to both domestic and foreign governmental regulations, including those relating to:
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constructing and equipping facilities; | |
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workplace health and safety; | |
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currency conversions and repatriation; | |
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taxation of foreign earnings and earnings of expatriate personnel; and | |
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protecting the environment. | |
We cannot determine the extent to which new legislation,
new regulations or changes in existing laws or regulations may affect our future operations.
**
*Environmental*
Our operations and properties upon which we perform
our pyrolysis services are subject to a wide variety of increasingly complex and stringent foreign, federal, state and local environmental
laws and regulations, including those governing discharges into the air and water, the handling and disposal of solid and hazardous wastes,
the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees. Sanctions for noncompliance
may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some environmental
laws provide for strict, joint and several liability for remediation of spills and other releases of hazardous substances, as well as
damage to natural resources. In addition, companies may be subject to claims alleging personal injury or property damage as a result of
alleged exposure to hazardous substances. Such laws and regulations may also expose us to liability for the conduct of or conditions caused
by others or for our acts that were in compliance with all applicable laws at the time such acts were performed.
In the United States, these laws and regulations include
the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, the Clean Air Act, the Clean Water Act,
the Resource Conservation and Recovery Act, The Toxic Substances Control Act administered by the U.S. Environmental Protection Agency,
and similar laws that provide for responses to, and liability for, releases of hazardous substances into the environment. These laws and
regulations also include similar foreign, state or local counterparts to these federal laws, which regulate air emissions, water discharges,
hazardous substances and waste and require public disclosure related to the use of various hazardous substances. Our operations are also
governed by laws and regulations relating to workplace safety and worker health, including the U.S. Occupational Safety and Health Act
and regulations promulgated thereunder.
*Effect of Existing or Probable Government Regulations on Our Business*
Our business is affected by numerous laws and regulations
on the international, federal, state and local levels, including energy, environmental, conservation, tax and other laws and regulations
relating to our industry. Failure to comply with any laws and regulations may result in the assessment of administrative, civil and criminal
penalties, the imposition of injunctive relief or both. Moreover, changes in any of these laws and regulations could have a material adverse
effect on our business. In view of the many uncertainties with respect to current and future laws and regulations, including their applicability
to us, we cannot predict the overall effect of such laws and regulations on our future operations.
We believe that our operations comply in all material
respects with applicable laws and regulations and that the existence and enforcement of such laws and regulations have no more restrictive
an effect on our operations than on other similar companies in our industry. We do not anticipate any material capital expenditures to
comply with international, federal and state environmental requirements. However, we can provide no assurance that we will not incur significant
environmental compliance costs in the future.
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*Government Regulation Outside the United States*
****
In Morocco, India and other projects conducted outside
of the United States, we intend to rely upon our partners within those jurisdictions to ensure compliance with local government regulation,
permitting requirements, and environmental laws.
**Employees, Affiliates and Exclusive Partners**
We believe that our success depends upon our ability
to attract, develop and retain key personnel. As of December 31, 2024, we employed 38 individuals, of which 0 are part time. 7 of our
employees reside in India, 18 of our employees reside in Morocco, 1 in the United Kingdom and 12 in the United States. A significant number
of our management and professional employees have had prior experience in the clean energy and sustainable energy sector. None of our
employees are covered by collective bargaining agreements, and management considers relations with our employees to be in good standing.
Although we continually seek to add additional talent to our work force, management believes that it has sufficient human capital to operate
its business successfully.
**Corporate Information**
Our principal executive offices are located at 2006
N. Sepulveda Blvd., Suite #1051, Manhattan Beach, CA 90266. Our telephone number is (424) 835-1845. Our website address is https://www.cleanvisioncorp.com.
The information contained in, or accessible through, our website will not be deemed to be incorporated by reference into this Annual Report
and does not constitute part of this Annual Report.
**ITEM 1A. RISK FACTORS**
We are a smaller reporting company as defined by Rule
12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
**ITEM 1B. UNRESOLVED STAFF COMMENTS**
None.
**ITEM 1C. CYBERSECURITY**
**Cybersecurity Risk Management
and Strategy**
We have developed and maintain a cybersecurity risk
management methodology intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our
cybersecurity risk management methodology is integrated into our overall enterprise risk management, and shares common methodologies,
reporting channels and governance processes that apply across the Company to other legal, compliance, strategic, operational, and financial
risk areas. As part of our overall risk management processes and procedures, we have instituted a cybersecurity awareness designed to
identify, assess and manage material risks from cybersecurity threats, including by engaging a third-party cybersecurity service provider,
which communicates directly with our management and compliance personnel. The cyber risk management methodology involves risk assessments,
implementation of security measures and ongoing monitoring of systems and networks, including networks on which we rely. Through our cybersecurity
awareness, the current threat landscape is actively monitored in an effort to identify material risks arising from new and evolving cybersecurity
threats. We may engage external experts, including cybersecurity assessors, consultants and auditors to evaluate cybersecurity measures
and risk management processes as needed. We also depend on and engage various third parties, including suppliers, vendors and service
providers in connection with our operations. Our risk management, legal, and compliance personnel oversee and identify, including through
a third-party cybersecurity service provider, material risks from cybersecurity threats associated with our use of such entities.
Our cybersecurity risk management methodology includes:
We have not identified risks from known cybersecurity
threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business
strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely
to materially affect us, including our operations, business strategy, results of operations, or financial condition.
****
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**Cybersecurity Governance**
Our Board of Directors oversees
our risk management, including our information technology and cybersecurity policies, procedures, and risk assessments. Management reports
to our Board of Directors on information security matters as necessary, regarding any significant cybersecurity incidents, as well as
any incidents with lesser impact potential.
One of the key functions
of our Board of Directors is informed oversight of our various processes for managing risk. An overall review of risk is inherent in our
Board of Directors ongoing consideration of our long-term strategies, transactions and other matters presented to and discussed by the
Board of Directors. This includes a discussion of the likelihood and potential magnitude of various risks, including cybersecurity risks,
and any actions management has taken to limit, monitor or control those risks.
**ITEM 2. PROPERTIES**
Our corporate headquarters is located at 2006 N. Sepulveda
Blvd., Suite #1051, Manhattan Beach, CA 90266, which is a virtual office that is used solely as a mailing address. All of our operations
are conducted by our officers, directors, consultants, employees and otherwise are conducted remotely. We believe that this arrangement
is adequate for our current operations and needs, but we will secure a physical location for our operations if and when we believe that
it becomes necessary.
**ITEM 3. LEGAL PROCEEDINGS**
Presently, except as described below, there are not
any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings
are known to the Company to be threatened or contemplated against it.
*Tucker*
On January 30, 2023, Leonard Tucker, LLC (Tucker),
one of the holders of the Companys Series B Convertible Non-Voting Preferred Stock (the Series B Preferred Stock)
filed an action against the Company (the Tucker Litigation) in the Second Judicial District Court of the State of Nevada
(Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific
performance and declaratory relief (the Tucker Complaint). The Tucker Litigation arose from the 3-year Consulting Agreement
the Company entered into with Tucker on December 17, 2020 (the Tucker Agreement), whereby Tucker agreed to perform certain
strategic and business development services to the Company in exchange for 2,000,000 shares of Series B Preferred Stock and a consulting
fee of $20,000 per month. The 2,000,000 shares of Series B Preferred Stock automatically converted into 20,000,000 shares of the Companys
common stock (the Common Stock) on January 1, 2023.
The Companys Transfer Agent was instructed
to not issue the shares of Common Stock because of the ongoing dispute between the Company and Tucker regarding Tuckers ability
to perform under the Tucker Agreement due to, among other things, the action filed by the SEC against Profile Solutions, Inc., Dan Oran
and Tucker on September 9, 2022 in the United States District Court Southern District of Florida (Case No. 1:22-cv-22881) alleging, among
other things, that Tucker violated Section 17(a)(1) and 17(a)(3) of the Securities Act of 1933, as amended (the Securities Act)
and aided and abetted violations of Section 10(b) and Rule 10-b5 under the Securities Exchange Act of 1934, as amended (the Exchange
Act). Tucker is seeking, among other things, that the Company issue the shares of Common Stock issuable upon conversion of the
Series B Preferred Stock pursuant to the Tucker Agreement. The Company is contesting all of the allegations set forth in the Tucker Complaint.
On February 24, 2023, the Company removed the Tucker Litigation to the United States District of Nevada (Case No. 2:23-cv-00296).
On February 27, 2023, the Company
filed counterclaims against Tucker and its principal, Leonard Tucker (the Company Complaint), wherein the Company sought
a judgment against Tucker declaring the Tucker Agreement unenforceable and invalid, as well as damages related to its claims for breach
of contract, breach of the implied covenant of good faith and fair dealing, fraud, and breach of duty against both Tucker and its principal.
On March 10, 2023, the parties subsequently stipulated to stay the Tucker Litigation to attend binding arbitration. On January 31, 2024,
the arbitrator entered an interim award in favor of the Company related to a discovery dispute in the arbitration for the sum of $19,625.
On January 25, 2024, the arbitrator
entered her decision (the Decision) regarding the parties relative liability in the Tucker Litigation. Overall, the
Decision concluded that the Company substantially prevailed on its claims, counterclaims, and defenses in the Tucker Litigation. First,
the Decision concluded that the Company prevailed on its claim that the Tucker Agreement is invalid and unenforceable; and further concluded
that the Company prevailed against Tucker on each of Tuckers causes of action based on the Tucker Agreement, including Tuckers
claims for breach of contract, breach of the breach of the implied covenant of good faith and fair dealing, specific performance, and
declaratory relief. Second, the Decision concluded no fraud or breach of duty with respect to Tucker and its principal; and further concluded
that Tucker may be entitled to retain the compensation paid by the Company for its services under an unjust enrichment theory, in an amount
to be determined. Based on the forgoing Decision, the arbitrator ordered the
parties to the Tucker Litigation to submit supplementary briefing regarding their respective available remedies.
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On April 15, 2024, the arbitrator
heard the parties arguments on the supplementary briefing regarding remedies and ruled (i) 100% of the shares issued to Tucker as compensation
under the Tucker Agreement be cancelled as a result of the Tucker Agreement being invalid and unenforceable and (ii) Tucker was entitled
to unjust enrichment damages in an amount equal to the monthly fee under the Tucker Agreement for the period of engagement until the Company
retained a licensed broker dealer to replace the services being performed under the Tucker Agreement.
As a result of the arbitrators
decision with respect to remedies, the Company paid Tucker the amount of $375, calculated as $20,000 fee owed to Tucker, minus the $19,625
awarded to the Company.
*Trillium*
**
On
November 1, 2024, Trillium Partners, L.P. (Trillium) filed a lawsuit in the United States District Court for the District
of Nevada (Case No. 2:24-cv-02047) against the Company and its transfer agent, ClearTrust, LLC (ClearTrust) as a relief
defendant, seeking monetary damages, as well as declaratory and injunctive relief related to the Companys default on its convertible
promissory note issued on February 22, 2024. On February 24, 2025, Trillium amended its complaint, adding Frank Benedetto, Mirador Consulting
LLC and the following members of the Companys board of directors as named defendants: Daniel Bates, Gregory Boehmer, Bart Fisher,
and Dr. Michael Dorsey. In its complaint, Trillium claims allege that Clean Vision defaulted on a convertible promissory note, and thereafter,
in conjunction with the other co-defendants, tortiously blocked Trilliums ability to convert shares under the convertible promissory
note. Clean Vision has countersued Trillium, seeking declaratory relief to adjudicate and declare the respective parties rights
and obligations under the convertible promissory note, if any. Daniel Bates and Gregory Boehmer have both filed motions to dismiss the
claims against them. The Company has accrued a potential settlement liability of $145,967.
**ITEM 4. MINE SAFETY DISCLOSURES**
Not Applicable.
| 13 | |
| | |
**PART II**
**ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**
**Market Information**
Our Common Stock is quoted on the OTCQB Market maintained
by OTC Markets, Inc. under the symbol CLNV. The OTC Market is a network of security dealers who buy and sell stock. The
dealers are connected by a computer network that provides information on current bids and asks, as well as
volume information. There can be infrequent trading volume, which precipitates wide spreads in the quotes for our Common Stock, on any
given day. On December 31, 2024, the last reported sale price of our Common Stock on the OTCQB Market was $0.0181 per share.
As of December 31, 2024, we had approximately 171
stockholders of record of our Common Stock. The number of stockholders of record does not include beneficial owners of our Common Stock,
whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.
**Dividends**
We have never declared or
paid a cash dividend on our Common Stock. We do not expect to pay cash dividends on our Common Stock in the foreseeable future. We currently
intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of the
Board and subject to any restrictions that may be imposed by our lenders.
**Securities Authorized
for Issuance under Equity Compensation Plans**
See the information incorporated by reference in Item
12. Security Ownership of Certain Beneficial Owners, Management and Related Shareholder Matters for information regarding
shares of our common stock authorized for issuance under our stock compensation plans, which information is incorporated herein by reference.
**Preferred Stock**
The Company is authorized to issue 10,000,000
shares of Preferred Stock at $0.001 par value per share with the following designations.
2,000,000 shares as Series A Redeemable Preferred
Stock. No shares outstanding as of December 31, 2024.
2,000,000 shares of Series B Convertible, Non-voting
Preferred Stock. No shares outstanding as of December 31, 2024.
2,000,000 shares of Series C Preferred Stock. 2,000,000
shares outstanding as of December 31, 2024.
**Transfer Agent**
The transfer agent and registrar for our Common Stock
is ClearTrust, LLC, 16540 Pointe Village Dr Ste 210 Lutz, FL 33558.
**Unregistered Sales of Equity Securities**
We have previously
disclosed in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed in 2024 all of our 2024 sales of securities without
registration under the Securities Act of 1933.
**ITEM 6. SELECTED FINANCIAL DATA**
Not applicable.
**ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**
The following discussion should be read in conjunction
with our financial statements and accompanying notes included elsewhere in this prospectus. The following discussion contains forward-looking
statements regarding future events and the future results of the Company that are based on current
expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of
the management of the Company. Words such as expects, anticipates, targets,
goals, projects, intends, plans, believes,
seeks, estimates, variations of such words, and similar expressions are intended to identify
such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking
statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this
prospectus, particularly under Risk Factors, and in other reports we file with the SEC. See also Cautionary Note
Regarding Forward-Looking Statements. The Company undertakes no obligation to revise or update publicly any forward-looking statements
for any reason. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus.
| 14 | |
| | |
The following discussion is based upon our financial
statements included elsewhere in this prospectus, which have been prepared in accordance with U.S. generally accepted accounting principles.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingencies. Each of these decisions has some impact on the financial
results for any given period.
**Overview**
Clean Vision is a new entrant in the clean energy
and waste-to-value industries focused on clean technology and sustainability opportunities. By leveraging innovative technology, we aim
to responsibly resolve environmental challenges by producing valuable products. Currently, we are focused on providing a solution to the
plastic waste problem by converting the waste (feedstock) into saleable byproducts, such as precursors for new plastic products, hydrogen
and other clean-burning fuels that can be used to generate clean energy. Using a technology known as pyrolysis, which heats the feedstock
(*i.e.*, plastic) at high temperatures in the absence of oxygen, so that the material does not burn, we are able to convert the feedstock
into (i) clean fuels *i.e.* plastic pyrolysis oil, (ii) clean hydrogen (specifically, the Companys branded clean hydrogen,
AquaH, which trademark was issued by the USPTO on November 8, 2023 and published on November 28, 2023), and (iii) carbon
char. We intend to generate revenue from the following sources: (i) service revenue from the recycling services we provide; (ii) revenue
generated from the sale of commodities; (iii) revenue generated from the sale of environmental credits; and (iv) revenue generated from
the sale of equipment. Our mission is to aid in solving the problem of cost-effectively upcycling the vast amount of plastic feedstock
generated on land before it flows into the worlds oceans.
According to analysis and
projections reported by the EIA on June 14, 2023, it is estimated that while annual demand growth is expected to drop from 2.4 million
barrels per day (mb/d) due to a shift in focus to a clean energy economy, global oil demand will rise by 6% from 2022 to
2028, reaching 105.7 mb/d. The EIA also estimates that upstream investments in oil and gas exploration, extraction and production were
on course to reach their highest levels since 2015, growing 11% year-on-year to $528 billion in 2023.
Additionally,
as stated in the Hydrogen Generation Market Research published by Allied Market Research in September 2022, the global hydrogen generation
market size was valued at $136.3 billion in 2021 and is expected to each $262 billion by 2031, growing at a CAGR of 6.8% from 2022 to
2031. The Hydrogen Generation Market Research explains that hydrogen plays a vital role in the chemicals and oil & gas industry, with
major factors driving the hydrogen generation market growth mostly due to ongoing unprecedented revolutions
under the net zero emissions scenario, where global output of hydrogen is expected to reach 200 metric tons in 2030 when it is estimated
that around 70% of hydrogen production will be done through low carbon technologies. It is anticipated that by 2050, the production of
hydrogen will increase to roughly 500 metric tons and that energy efficiency, electrification, renewable energy, hydrogen and hydrogen
based fuels, and carbon, capture, utilization and storage are some of the major technology pillars to decarbonize the world energy system.
According to the research
and analysis by Argonne published in the Journal of Cleaner Production on November 1, 2023, plastics are important products for the modern
economy, reaching production of 367 and 56 million tons in the world and North America, respectively, in 2022. The Argonne research also
states that as of November 2023, the plastic industry relied heavily on fossil resources with data suggesting that 6% of the global production
of crude oil and natural gas liquids is devoted to the production of plastics and is expected to increase to 20% in 2050, resulting in
higher waste generation. According to Argonne, while recycling could reduce reliance on fossil resources and waste generation in the plastic
industry while converting post-use plastic into a resource, only 9% of the post-use plastic collected in the United States is mechanically
recycled due to diverse economic, technical environmental and regulatory barriers.
Further, the Organization
for Economic Cooperation and Development has suggested that global plastics use is projected to almost triple between 2019 and 2060, with
estimates of an increase from 460 million tons to 1,231 million tons yearly.
| 15 | |
| | |
We believe that in the near
future, a significant growth sector of the economy will be in clean energy and sustainable products and services. This belief was a key
factor in our shift in our business focus in May 2020 and our acquisition of Clean-Seas, Inc. (Clean-Seas), which became
our wholly owned subsidiary on May 19, 2020. We believe that Clean-Seas has made significant progress in identifying and developing its
business model around the clean energy and waste-to-value sectors.
Clean Vision was established
in 2017 as a company focused on the acquisition of disruptive technologies that will impact the digital economy. The Company, which was
formerly known as Byzen Digital Inc., changed its corporate name to Clean Vision on March 12, 2021.
All operations are currently being conducted through
Clean-Seas. Clean-Seas acquired its first pyrolysis unit in November 2021 for use in a pilot project in India, which began operations
in early May 2022. On April 23, 2023, Clean-Seas completed its acquisition of a fifty-one percent (51%) interest in EcoSynergie,
which changed its name to Clean-Seas Morocco, LLC on such date. Clean-Seas Morocco began operations at its pyrolysis facility in Agadir,
Morocco, in April 2023, which currently has capacity to convert 20 TPD of waste plastic through pyrolysis.
**RESULTS OF OPERATIONS**
**For the Years Ended December 31, 2024 and December
31, 2023**
****
*Revenue*
For the year ended December 31, 2024, the Company
recognized revenue of $231,040 and cost of revenue of $11,431, from our subsidiary, Clean-Seas Morocco. For the year ended December 31,
2023, the Company recognized revenue of $257,414 and cost of revenue of $94,625. Revenue from operations
is generated from the processing of plastic waste material ("feedstock") at our plant in Agadir Morocco. The feedstock is put
through a pyrolysis system which applies pressure and heat, in the absence of oxygen (no incineration), converting the plastic back to
its petroleum form. The revenue was generated from selling the output product, "pyrolysis oil," to a local oil and gas wholesaler
in Morocco, called the "off-taker." We receive the plastic feedstock in Agadir at $0 cost, but variable expenses include labor,
land lease, and overhead such as insurance.
**Operating Expenses**
****
*Consulting Expense*
**
For the years ended December 31, 2024 and 2023, we
had consulting expenses of $2,198,762 and $2,090,550, respectively, an increase of $108,212 or 5.2%. In the current
period approximately $1,194,992 of our consulting expense was non-cash stock compensation. In the prior period that amount was approximately
$1,247,000.
*Advertising and Promotion*
For the years ended December 31, 2024 and 2023, we
incurred advertising and promotional expense of $151,142 and $982,030, respectively, a decrease of $830,888 or 84.6% as a direct result
of the Company using less marketing service providers in the current period. We also issued stock to a service provider for the year
ended December 31, 2023, valued at approximately $681,500.
*Development Expense*
For the years ended December 31, 2024 and 2023, we
incurred development expense of $334,639 and $244,688, respectively, an increase of $89,951 or 36.8%. Development expenses
have, and will continue to increase, with the development of our PCN facility in West Virginia.
*Professional Fees*
**
For the years ended December 31, 2024 and 2023, we
incurred professional fees of $1,423,665 and $1,302,432, respectively, an increase of $121,233 or 9.3%. In the current period we had an
increase of our accounting and auditing expenses of approximately $143,000. This was offset by a decrease in legal fees of $12,640.
21640
**
| 16 | |
| | |
*Payroll Expense*
**
For the years ended December 31, 2024 and 2023, we
had payroll expenses of $1,269,361 and $1,613,884, respectively, a decrease of $344,523 or 21.3%. We had a decrease
in payroll expense mainly due to a decrease in the value of shares issued to employees for non-cash stock compensation.
*Officer Stock Compensation Expense*
**
For the years ended December 31, 2024 and 2023, we
incurred stock compensation expenses of $714,000 and $945,600, respectively, for shares issued to our officers for compensation,
a decrease of $231,600 or 24.5%. We had a decrease in expense mainly due to a decrease in the value of shares issued.
*Director Fees*
**
For the years ended December 31, 2024 and 2023, we
had director fees of $258,000 and $587,800, respectively, a decrease of $329,800. Our directors are compensated $4,500 per quarter. We
also issued shares of common stock for services valued at $204,000 and $533,800, for the years ended December 31, 2024 and 2023, respectively.
*General and Administrative expense*
For the years ended December 31, 2024 and 2023, we
had G&A expense of $1,179,058 and $1,066,128, respectively, an increase of $112,930 or 10.6%. The increase in the current
period is mainly due to depreciation expense.
*Other Income and Expense*
**
For the year ended December 31, 2024, we had total
other expense of $6,873,148 compared to $5,727,177 for the year ended December 31, 2023. An increase of $1,145,971. In
the current period we recognized $5,551,988 of interest expense, of which $4,709,230 was amortization of debt discount,
a loss on debt issuance of $272,275, a gain in the change in fair value of derivative of $144,687, a gain on the conversion of
debt of $35,698, a gain on extinguishment of debt $216,430. We also had penalty expense for defaults on convertible notes of $1,445,700.
In the prior period
we recognized $4,798,189 of interest expense, of which $4,483,160 was amortization of debt discount, a loss on debt issuance of $2,676,526,
a gain in the change in fair value of derivative of $1,829,512, a loss on the conversion of debt of $93,890, a gain on extinguishment
of debt $17,500 and other income of $5,584.
*Net Loss*
**
Net loss for the year ended December 31, 2024 was
$14,003,195, after deducting $178,971 for the non-controlling interest, and $14,269,566, after deducting $127,934 for the non-controlling
interest, for the year ended December 31, 2023.
**LIQUIDITY AND CAPITAL RESOURCES**
To date, we have funded our operations
through the issuance of equity securities and debt securities. We are not profitable, have limited revenue and have incurred an accumulated
deficit of $48,835,095 as of December 31, 2024.
The below sets forth the significant sources and uses
of cash for the years ended December 31, 2024 and 2023.
**Cash Flow from Operating Activities**
For the years ended December 31, 2024 and 2023, we
used $4,867,764 and $4,699,587 of cash used in operating activities, respectively. During the year ended December 31, 2024, we
incurred a net loss of $14,182,166 adjusted by $8,146,664 for non-cash expenses and $1,167,738 in adjustments for
changes in assets and liabilities. During the year ended December 31, 2023, we incurred a net loss of $14,397,500, adjusted by $9,672,414
for non-cash expenses and $25,499 in adjustments for changes in assets and liabilities.
**Cash Flow from Investing Activities**
****
During the year ended December 31, 2024,
we used $132,898 to purchase property and equipment and netted $21 from trading securities held by our Morocco subsidiary.
****
During the
year ended December 31, 2023, we used $2,000,000 for the acquisition of Morocco-based EcoSynergieGroup,
$70,000 for the issuance of a note receivable and $5,069 to purchase trading securities.
****
| 17 | |
| | |
**Cash Flow from Financing Activities**
During the year ended December 31, 2024, we had net
cash received of $5,943,039. We received $1,508,500 proceeds from convertible notes, $200,000 proceeds from the sale of Common Stock,
$3,944 from other notes payable and $4,708,452 from our commercial loan.Cash received was offset by repayment of $334,285
of convertible notes payable and a cash overdraft of $56,428. In the prior year we received $5,139,500 from a convertible notes payable,
$42,500 from a note payable, $5,000 from our CEO, and $533,000 from the sale of our common stock. We also received $1,750,000 for a long-term
liability. We repaid $32,910 of the loans owed to related parties, $300,000 of a convertible note and $388,620 on other notes payable.****
**Off-Balance Sheet Arrangements**
We have not entered into any off-balance sheet arrangements
and do not have any holdings in variable interest entities.
**Critical Accounting Policies and Estimates**
Refer to Note 2 of our financial statements contained
elsewhere in this Annual Report for a summary of our critical accounting policies and recently adopted and issued accounting standards.
**ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK**
Not applicable.
**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA**
| 18 | |
| | |
***REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM**
To the Board of Directors and Shareholders of Clean
Vision Corporation
**Opinion on the Financial Statements**
We have audited the accompanying consolidated
balance sheets of Clean Vision Corporation and Subsidiaries (the Company) as of December 31, 2024 and 2023, and the related
consolidated statements of operations and comprehensive loss, stockholders equity (deficit), and cash flows for each of the years
in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023
and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity
with accounting principles generally accepted in the United States of America.
**Going Concern**
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has
not yet established a source of revenue sufficient to cover its operating, had an accumulated deficit, and a net loss. These factors,
among others, raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard
to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
**Basis for Opinion**
These financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
**Critical Audit Matters**
The critical audit matters communicated below
are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.
****
**Goodwill Impairment (Notes 2 and 4 to the
financial statements)**
Description of the Critical Audit Matter*
The Company assesses goodwill for impairment annually
or more frequently if events or changes in circumstances indicate the carrying amount may not be recoverable. The impairment assessment
requires management to estimate the fair value of reporting units, which involves significant judgments and assumptions. These include
projected cash flows, discount rates, and long-term growth rates. Changes in these estimates can significantly affect the valuation and
potential impairment of goodwill.
*How the Critical Audit Matter Was Addressed in
the Audit*
Our principal audit procedures to evaluate management's
calculation and recording of goodwill impairment included the following:
|
| We evaluated the appropriateness and consistency
of management's methods and assumptions used in the identification, recognition, and measurement of the Company's goodwill. | |
|
| We developed an independent estimate of fair
value using available data and relevant valuation techniques and compared the result to the amount recorded by management. | |
*|
Fruci & Associates II, PLLC PCAOB ID #05525
We have served as the Companys auditor since 2020.
Spokane, Washington | |
|
April 15, 2025 |
| |
| 19 | |
| | |
**CLEAN VISION CORPORATION AND SUBSIDIARIES**
**CONSOLIDATED BALANCE SHEETS**
|
| |
| | | |
| | | |
|
| |
December 31, 2024 | |
December 31, 2023 | |
|
ASSETS | |
| | | |
| | | |
|
Current Assets: | |
| | | |
| | | |
|
Cash | |
$ | 885,835 | | |
$ | 339,921 | | |
|
Restricted cash | |
| 416,597 | | |
| | | |
|
Prepaids and other assets | |
| 1,957,045 | | |
| 366,812 | | |
|
Accounts receivable | |
| 37,624 | | |
| 70,745 | | |
|
Loan receivable | |
| 70,000 | | |
| 70,000 | | |
|
Right of use asset | |
| 45,467 | | |
| | | |
|
Trading securities | |
| 5,048 | | |
| 5,069 | | |
|
Total Current Assets | |
| 3,417,646 | | |
| 852,547 | | |
|
Property and equipment | |
| 4,794,646 | | |
| 4,883,566 | | |
|
Goodwill | |
| 4,854,622 | | |
| 4,854,622 | | |
|
Total Assets | |
$ | 13,066,884 | | |
$ | 10,590,735 | | |
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
| | | |
| | | |
|
Current Liabilities: | |
| | | |
| | | |
|
Cash overdraft | |
$ | 409,587 | | |
$ | 353,159 | | |
|
Accounts payable | |
| 1,042,892 | | |
| 758,038 | | |
|
Accrued compensation | |
| 595,719 | | |
| 344,015 | | |
|
Accrued expenses | |
| 2,282,488 | | |
| 546,392 | | |
|
Convertible note payable, net discount of $205,675
and $1,701,403,
respectively | |
| 6,044,125 | | |
| 2,779,199 | | |
|
Derivative liability | |
| 2,067,621 | | |
| 598,306 | | |
|
Settlement liability | |
| 145,967 | | |
| | | |
|
Loans payable | |
| 784,600 | | |
| 780,656 | | |
|
Related party payables | |
| 693,495 | | |
| 549,946 | | |
|
Loan payables related party | |
| 4,300,000 | | |
| 4,500,000 | | |
|
Lease liability - current portion | |
| 11,814 | | |
| | | |
|
Liabilities of discontinued operations | |
| 67,093 | | |
| 67,093 | | |
|
Total current liabilities | |
| 18,445,401 | | |
| 11,276,804 | | |
|
Economic incentive (Note 12) | |
| 1,750,000 | | |
| 1,750,000 | | |
|
Commercial loan, net of discount of $260,311 | |
| 4,739,689 | | |
| | | |
|
Lease liability - net of current portion | |
| 31,353 | | |
| | | |
|
Total Liabilities | |
| 24,966,443 | | |
| 13,026,804 | | |
|
| |
| | | |
| | | |
|
Commitments and contingencies | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Mezzanine Equity: | |
| | | |
| | | |
|
Series B Preferred stock, $0.001 par value, 2,000,000 shares authorized; 0 and 2,000,000 shares issued and outstanding, respectively | |
| | | |
| 1,800,000 | | |
|
Total mezzanine equity | |
| | | |
| 1,800,000 | | |
|
| |
| | | |
| | | |
|
Stockholders' Deficit: | |
| | | |
| | | |
|
Preferred stock, $0.001 par value, 4,000,000 shares authorized; no shares issued and outstanding | |
| | | |
| | | |
|
Series A Preferred stock, $0.001 par value, 2,000,000 shares authorized; no shares issued and outstanding | |
| | | |
| | | |
|
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding | |
| 2,000 | | |
| 2,000 | | |
|
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 807,605,591 and 682,463,425 shares issued and outstanding, respectively | |
| 807,606 | | |
| 682,464 | | |
|
Common stock to be issued | |
| 2,412,054 | | |
| 217,775 | | |
|
Additional paid-in capital | |
| 32,419,818 | | |
| 28,238,505 | | |
|
Accumulated other comprehensive loss | |
| 20,113 | | |
| 2,171 | | |
|
Accumulated deficit | |
| (48,835,095 | ) | |
| (34,831,900 | ) | |
|
Non-controlling interest | |
| 1,273,945 | | |
| 1,452,916 | | |
|
Total stockholders' deficit | |
| (11,899,559 | ) | |
| (4,236,069 | ) | |
|
Total liabilities and stockholders' deficit | |
$ | 13,066,884 | | |
$ | 10,590,735 | | |
The accompanying notes are an integral
part of these consolidated financial statements.*
**
| 20 | |
| | |
**CLEAN VISION CORPORATION AND SUBSIDIARIES**
**CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS**
|
| |
| | | |
| | | |
|
| |
For the Years Ended December 31, | |
|
| |
2024 | |
2023 | |
|
Revenue | |
$ | 231,040 | | |
$ | 257,414 | | |
|
Cost of revenue | |
| 11,431 | | |
| 94,625 | | |
|
Gross margin | |
| 219,609 | | |
| 162,789 | | |
|
Operating Expenses: | |
| | | |
| | | |
|
Consulting | |
| 2,198,762 | | |
| 2,090,550 | | |
|
Advertising and promotion | |
| 151,142 | | |
| 982,030 | | |
|
Development expense | |
| 334,639 | | |
| 244,688 | | |
|
Professional fees | |
| 1,423,665 | | |
| 1,302,432 | | |
|
Payroll expense | |
| 1,269,361 | | |
| 1,613,884 | | |
|
Officer stock compensation expense | |
| 714,000 | | |
| 945,600 | | |
|
Director fees | |
| 258,000 | | |
| 587,800 | | |
|
General and administration expenses | |
| 1,179,058 | | |
| 1,066,128 | | |
|
Total operating expense | |
| 7,528,627 | | |
| 8,833,112 | | |
|
Loss from Operations | |
| (7,309,018 | ) | |
| (8,670,323 | ) | |
|
Other income (expense): | |
| | | |
| | | |
|
Interest expense | |
| (5,551,988 | ) | |
| (4,798,189 | ) | |
|
Change in fair value of derivative | |
| 144,687 | | |
| 1,829,512 | | |
|
Loss on debt issuance | |
| (272,275 | ) | |
| (2,676,526 | ) | |
|
Gain (loss) on conversion of debt | |
| 35,698 | | |
| (93,890 | ) | |
|
Gain on extinguishment of debt | |
| 216,430 | | |
| 17,500 | | |
|
Other expense, net | |
| | | |
| (5,584 | ) | |
|
Penalty expense on convertible debt | |
| (1,445,700 | ) | |
| | | |
|
Total other expense | |
| (6,873,148 | ) | |
| (5,727,177 | ) | |
|
Net loss before provision for income tax | |
| (14,182,166 | ) | |
| (14,397,500 | ) | |
|
Provision for income tax expense | |
| | | |
| | | |
|
Net loss | |
$ | (14,182,166 | ) | |
$ | (14,397,500 | ) | |
|
Net loss attributed to non-controlling interest | |
| 178,971 | | |
| 127,934 | | |
|
Net loss attributed to Clean Vision Corporation | |
| (14,003,195 | ) | |
| (14,269,566 | ) | |
|
Other comprehensive income (loss): | |
| | | |
| | | |
|
Foreign currency translation adjustment | |
| 17,942 | | |
| (14,499 | ) | |
|
Comprehensive loss | |
$ | (13,985,253 | ) | |
$ | (14,284,065 | ) | |
|
Loss per share - basic and diluted | |
$ | (0.02 | ) | |
$ | (0.03 | ) | |
|
Weighted average shares outstanding - basic and diluted | |
| 712,831,938 | | |
| 503,760,709 | | |
**
*The accompanying notes are an integral
part of these consolidated financial statements.*
| 21 | |
| | |
**CLEAN VISION CORPORATION AND SUBSIDIARIES**
**CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(DEFICIT)**
**For the Years Ended December 31, 2024 and 2023**
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
| |
Series A Preferred Stock | |
Series C Preferred Stock | |
Common Stock | |
Additional paid | |
Common Stock To be | |
Accumulated Other Comprehensive | |
Minority | |
Accumulated | |
Total Stockholders' | |
|
| |
Shares | |
Amount | |
Shares | |
Amount | |
Shares | |
Amount | |
In Capital | |
Issued | |
Loss | |
Interest | |
Deficit | |
Deficit | |
|
Balance, December 31, 2022 | |
| | | |
$ | | | |
| 2,000,000 | | |
$ | 2,000 | | |
| 402,196,273 | | |
$ | 402,197 | | |
$ | 15,203,394 | | |
$ | 76,911 | | |
$ | 16,670 | | |
$ | | | |
$ | (19,078,809 | ) | |
$ | (3,377,637 | ) | |
|
Stock dividend | |
| | | |
| | | |
| | | |
| | | |
| 21,816,574 | | |
| 21,817 | | |
| 1,461,711 | | |
| | | |
| | | |
| | | |
| (1,483,528 | ) | |
| | | |
|
Shares issued for settlement | |
| | | |
| | | |
| | | |
| | | |
| 4,500,000 | | |
| 4,500 | | |
| (4,500 | ) | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Settlement of related party debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 96,250 | | |
| | | |
| | | |
| | | |
| | | |
| 96,250 | | |
|
Stock issued for services related party | |
| | | |
| | | |
| | | |
| | | |
| 40,500,000 | | |
| 40,500 | | |
| 1,596,500 | | |
| 5,709 | | |
| | | |
| | | |
| | | |
| 1,642,709 | | |
|
Stock issued for services | |
| | | |
| | | |
| | | |
| | | |
| 77,239,441 | | |
| 77,239 | | |
| 2,508,586 | | |
| (62,845 | ) | |
| | | |
| | | |
| | | |
| 2,522,980 | | |
|
Stock issued for cash | |
| | | |
| | | |
| | | |
| | | |
| 16,750,000 | | |
| 16,750 | | |
| 318,250 | | |
| 198,000 | | |
| | | |
| | | |
| | | |
| 533,000 | | |
|
Stock issued for debt conversion | |
| | | |
| | | |
| | | |
| | | |
| 122,461,137 | | |
| 122,461 | | |
| 4,325,462 | | |
| | | |
| | | |
| | | |
| | | |
| 4,447,923 | | |
|
Debt issuance cost warrants issued | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,729,852 | | |
| | | |
| | | |
| | | |
| | | |
| 2,729,852 | | |
|
Shares cancelled | |
| | | |
| | | |
| | | |
| | | |
| (3,000,000 | ) | |
| (3,000 | ) | |
| 3,000 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Recognition of noncontrolling interest in acquisition | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,580,583 | | |
| | | |
| 1,580,853 | | |
|
Net loss | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (14,499 | ) | |
| (127,937 | ) | |
| (14,269,563 | ) | |
| (14,411,999 | ) | |
|
Balance, December 31, 2023 | |
| | | |
| | | |
| 2,000,000 | | |
| 2,000 | | |
| 682,463,425 | | |
| 682,464 | | |
| 28,238,505 | | |
| 217,775 | | |
| 2,171 | | |
| 1,452,916 | | |
| (34,831,900 | ) | |
| (4,236,069 | ) | |
|
Stock issued for services | |
| | | |
| | | |
| | | |
| | | |
| 9,901,222 | | |
| 9,901 | | |
| 295,645 | | |
| 889,446 | | |
| | | |
| | | |
| | | |
| 1,194,992 | | |
|
Stock issued for services related party | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 850,000 | | |
| | | |
| | | |
| | | |
| 850,000 | | |
|
Stock issued for debt commitments | |
| | | |
| | | |
| | | |
| | | |
| 15,600,000 | | |
| 15,600 | | |
| 242,246 | | |
| 198,833 | | |
| | | |
| | | |
| | | |
| 456,679 | | |
|
Stock issued for cash | |
| | | |
| | | |
| | | |
| | | |
| 5,000,000 | | |
| 5,000 | | |
| 95,000 | | |
| 100,000 | | |
| | | |
| | | |
| | | |
| 200,000 | | |
|
Stock issued for warrant exercise | |
| | | |
| | | |
| | | |
| | | |
| 2,181,818 | | |
| 2,182 | | |
| (2,182 | ) | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Debt issuance cost warrants issued | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 766,348 | | |
| | | |
| | | |
| | | |
| | | |
| 766,348 | | |
|
Stock issued for conversion of debt | |
| | | |
| | | |
| | | |
| | | |
| 92,459,126 | | |
| 92,459 | | |
| 984,256 | | |
| 156,000 | | |
| | | |
| | | |
| | | |
| 1,232,715 | | |
|
Cancellation of mezzanine equity | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,800,000 | | |
| | | |
| | | |
| | | |
| | | |
| 1,800,000 | | |
|
Net loss | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 17,942 | | |
| (178,971 | ) | |
| (14,003,195 | ) | |
| (14,164,224 | ) | |
|
Balance, December 31, 2024 | |
| | | |
$ | | | |
| 2,000,000 | | |
$ | 2,000 | | |
| 807,605,591 | | |
$ | 807,606 | | |
$ | 32,419,818 | | |
$ | 2,412,054 | | |
$ | 20,113 | | |
$ | 1,273,945 | | |
$ | (48,835,095 | ) | |
$ | (11,899,559 | ) | |
*The accompanying notes are an integral part
of these consolidated financial statements.*
| 22 | |
| | |
**CLEAN VISION CORPORATION AND SUBSIDIARIES**
**CONSOLIDATED STATEMENTS OF CASH FLOWS**
|
| |
| | | |
| | | |
|
| |
For the Years Ended December 31, | |
|
| |
2024 | |
2023 | |
|
Cash Flows from Operating Activities: | |
| | | |
| | | |
|
Net loss | |
$ | (14,182,166 | ) | |
$ | (14,397,500 | ) | |
|
Adjustments to reconcile net loss to net cash used by operating activities: | |
| | | |
| | | |
|
Stock issued for services | |
| 1,194,992 | | |
| 2,522,980 | | |
|
Stock issued for services related party | |
| 850,000 | | |
| 1,642,709 | | |
|
Debt discount amortization | |
| 4,709,230 | | |
| 4,483,160 | | |
|
Loss on issuance of debt | |
| 272,275 | | |
| 2,676,526 | | |
|
Change in fair value of derivative | |
| (144,687 | ) | |
| (1,829,512 | ) | |
|
(Gain) loss on conversion of debt | |
| (35,698 | ) | |
| 93,890 | | |
|
Gain on extinguishment of debt | |
| (216,430 | ) | |
| (17,500 | ) | |
|
Penalty expense on convertible debt | |
| 1,297,464 | | |
| | | |
|
Operating lease expense | |
| (2,300 | ) | |
| | | |
|
Depreciation expense | |
| 221,818 | | |
| 100,161 | | |
|
Settlement liability | |
| 145,967 | | |
| | | |
|
Changes in operating assets and liabilities: | |
| | | |
| | | |
|
Prepaids and other assets | |
| (1,590,233 | ) | |
| (12,494 | ) | |
|
Accounts receivable | |
| 33,121 | | |
| 151,075 | | |
|
Accounts payable | |
| 284,854 | | |
| 173,811 | | |
|
Accruals | |
| 1,878,776 | | |
| (539,215 | ) | |
|
Related-party payables - short-term | |
| 143,549 | | |
| 549,946 | | |
|
Accrued compensation | |
| 271,704 | | |
| (297,624 | ) | |
|
Net cash used by operating activities | |
| (4,867,764 | ) | |
| (4,699,587 | ) | |
|
| |
| | | |
| | | |
|
Cash Flows from Investing Activities: | |
| | | |
| | | |
|
Purchase of 51% interest in Clean-Seas Morocco, LLC | |
| | | |
| (2,000,000 | ) | |
|
Trading securities | |
| 21 | | |
| (5,069 | ) | |
|
Loan receivable | |
| | | |
| (70,000 | ) | |
|
Purchase of property and equipment | |
| (132,898 | ) | |
| | | |
|
Net cash used by investing activities | |
| (132,877 | ) | |
| (2,075,069 | ) | |
|
| |
| | | |
| | | |
|
Cash Flows from Financing Activities: | |
| | | |
| | | |
|
Cash overdraft | |
| 56,428 | | |
| 353,159 | | |
|
Proceeds from convertible notes payable | |
| 1,508,500 | | |
| 5,139,500 | | |
|
Payments-convertible notes payable | |
| (334,285 | ) | |
| (300,000 | ) | |
|
Proceeds from the sale of common stock | |
| 200,000 | | |
| 533,000 | | |
|
Proceeds from notes payable - related party | |
| | | |
| 5,000 | | |
|
Repayment of related party loans | |
| (200,000 | ) | |
| (32,910 | ) | |
|
Proceeds from notes payable | |
| 3,944 | | |
| 42,500 | | |
|
Proceeds from long term note payable | |
| | | |
| 1,750,000 | | |
|
Proceeds from commercial loan | |
| 4,708,452 | | |
| | | |
|
Payments - notes payable | |
| | | |
| (388,620 | ) | |
|
Net cash provided by financing activities | |
| 5,943,039 | | |
| 7,101,629 | | |
|
| |
| | | |
| | | |
|
Net change in cash | |
| 942,398 | | |
| 326,973 | | |
|
Effects of currency translation | |
| 20,113 | | |
| 2,171 | | |
|
Cash at beginning of year | |
| 339,921 | | |
| 10,777 | | |
|
Cash at end of year | |
$ | 1,302,432 | | |
| 339,921 | | |
|
| |
| | | |
| | | |
|
Supplemental schedule of cash flow information: | |
| | | |
| | | |
|
Interest paid | |
$ | | | |
$ | | | |
|
Income taxes | |
$ | | | |
$ | | | |
|
Supplemental non-cash disclosure: | |
| | | |
| | | |
|
Common stock issued for conversion of debt | |
$ | 984,068 | | |
$ | 2,178,184 | | |
|
Note payable issued for acquisition | |
$ | | | |
$ | 4,500,000 | | |
*The accompanying notes are an integral part
of these consolidated financial statements.*
| 23 | |
| | |
**CLEAN VISION CORPORATION AND SUBSIDIARIES**
**Notes to Consolidated Financial Statements**
**December 31, 2024**
****
**NOTE 1 ORGANIZATION AND NATURE OF BUSINESS**
****
Clean Vision Corporation
(Clean Vision, we, us, or the Company) is a new entrant in the clean energy and
waste-to-energy industries focused on clean technology and sustainability opportunities. Currently, we are focused on providing
a solution to the plastic and tire waste problem by recycling the waste and converting it into saleable byproducts, such as hydrogen and
other clean-burning fuels that can be used to generate clean energy. Using a technology known as pyrolysis, which heats the feedstock
(*i.e.*, plastic) at high temperatures in the absence of oxygen so that the material does not burn, we are able to turn the feedstock
into(i) low sulfur fuel, (ii) clean hydrogen and (iii) carbon blackorchar (char is created when plastic is used as feedstock).Our
goal is to generate revenue from three sources: (i) service revenue from the recycling services we provide (ii) revenue generated from
the sale of the byproducts; and (iii) revenue generated from the sale of fuel cell equipment. Our mission is to aid in solving the
problem of cost-effectively upcycling the vast amount of waste plastic generated on land before it flows into the worlds oceans.
All operations are currently
being conducted through Clean-Seas, a wholly-owned subsidiary. Clean-Seas acquired its first pyrolysis unit in November 2021 for use in
a pilot project in India, which began operations in early May 2022. On April 23, 2023, Clean-Seas completed its acquisition of a fifty-one
percent (51%) interest in Ecosynergie, which changed its name to Clean-Seas Morocco, LLC. Clean-Seas Morocco began operations at its pyrolysis
facility in Agadir, Morocco, in April 2023, which currently has capacity to convert 20 TPD of waste plastic through pyrolysis.
We believe that our current
projects will showcase our ability to pyrolyze waste plastic (usingpyrolysis), which will generate three byproducts: (i)low
sulfur fuel, (ii) clean hydrogen, AquaHtm, and (iii) char. We intend to sell the majority of the byproducts, while retaining
a small amount of the low sulfur fuels and/or hydrogen to power our facilities and equipment. To date, our operations in India have not
generated any revenue.
Clean-Seas India Private Limited was incorporated
on November 17, 2021, as a wholly owned subsidiary of Clean-Seas.
Clean-Seas, Abu Dhabi PVT. LTD was incorporated in
Abu Dhabi on December 9, 2021, as a wholly owned subsidiary of the Company. On January 19, 2022, the Company changed the name of its wholly
owned subsidiary, Clean-Seas, Abu Dhabi PVT. LTD, to Clean-Seas Group. As of July 4, 2022, the Clean-Seas Group had ceased operations.
Endless Energy, Inc. (Endless Energy)
was incorporated in Nevada on December 10, 2021, as a wholly owned subsidiary of the Company. EndlessEnergy was incorporated for the purpose
of investing in wind and solar energy projects but does not currently have any operations.
EcoCell, Inc. ("EcoCell)was
incorporated on March 4, 2022, as a wholly owned subsidiary of the Company. EcoCell does not currently have any operations, but we intend
to use EcoCell for the purpose of licensing fuel cell patented technology.
Clean-Seas Arizona, Inc.
(Clean-Seas Arizona) was incorporated in Arizona on September 19, 2022, as a wholly owned subsidiary of Clean-Seas. Pursuant
to that certain Memorandum of Understanding signed on November 4, 2022, Arizona State University (ASU) and the Rob and Melani Walton Sustainability
Solution Services (WS3), the parties intend for Clean-Seas Arizona to establish a plastic feedstock to clean hydrogen conversion facility
to be located in Phoenix, Arizona. In furtherance of these goals, and pursuant to a Services Agreement (the Arizona Services Agreement)
signed on June 12, 2023, with ASU and WS3, this facility is currently intended to source and convert plastic feedstock from the Phoenix
area and import plastic from California. Pursuant to the Arizona Services Agreement, the Arizona facility is expected to begin processing
plastic feedstock in Q4 2024, now expected in Q4 2025, at 100 TPD and scale up to a maximum of 500 TPD at full capacity. Additionally,
we are exploring plans for this facility to be powered
by renewable energy, which, if successful, would become the first completely off grid pyrolysis conversion facility in the world.
Clean-Seas West Virginia, formed on April 1, 2023,
is our first PCN facility slated for the United States and is currently expected to be operational in the third quarter of 2025. This
facility will be located in the city of Belle, outside of Charleston, the capital of West Virginia, and is expected to begin operations
converting 50 TPD of plastic feedstock. The Company expects to expand to greater than 500 TPD within three years of beginning operations.
Clean-Seas has engaged MacVallee, LLC (MacVallee) to secure mixed plastic feedstock from material recovery facilities and
industrial suppliers.
| 24 | |
| | |
**NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES**
**
*Basis of Presentation*
The Companys consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. 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 at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those estimates.
*Concentrations of Credit Risk*
We maintain our cash in bank deposit accounts, the
balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have
not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable
amount (FDIC). As of December 31, 2024, the Company had cash in excess of the FDICs $250,000coverage
limit of $6,050 in one of its bank accounts and a combined $534,832. in its accounts at a different bank, in excess of the FDICs
coverage limit.
**
*Cash Equivalents*
The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended December
31, 2024 and 2023.
*Restricted Cash*
As of December 31, 2024, the Company has $416,597.
The restricted cash is for UPS Industrial Services to ensure that there is three months in advance of construction capital available.
*Principles of Consolidation`*
The accompanying consolidated financial statements
for the period ended December 31, 2024, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc., Clean-Seas
India Private Limited, Clean-Seas Group, Endless Energy, Inc., EcoCell, Inc., Clean-Seas
Arizona, Inc., Clean-Seas West Virginia, and our 51% owned subsidiary, Clean-Seas Morocco, LLC. As of December 31, 2024, there was no
activity in Clean-Seas Group, Endless Energy or Clean-Seas Arizona. All intercompany transactions are eliminated in consolidation.
*Translation Adjustment*
The accounts of the Companys subsidiary Clean-Seas
Indiaare maintained in Rupees and the accounts of Clean-Seas Morocco in Moroccan dirham. In accordance with the Codification, all
assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members capital are translated
at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation
adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220),
as a component of members capital.Transaction gains and losses are reflected in the income statement.
**
| 25 | |
| | |
*Comprehensive Income*
The Company uses SFAS 130 Reporting Comprehensive
Income (ASC Topic 220).Comprehensive income is comprised of net loss and all changes to the consolidated statements
of stockholders equity, except changes in paid-in capital and distributions to shareholders. Comprehensive loss is inclusive of
net loss and foreign currency translation adjustments.
**
*Basic and Diluted Earnings Per Share*
Net income (loss) per common share is computed pursuant
to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing
net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss)
per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding
shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common
shares assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2024 and 2023, the
Companys diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had
an anti-dilutive effect due to the Company generating a loss.
|
Schedule of basic and diluted earnings per share | |
| | | |
| | | |
|
| |
December 31, 2024 | |
December 31, 2023 | |
|
Common shares | |
| 807,605,591 | | |
| 503,760,709 | | |
|
Net loss | |
$ | (14,003,195 | ) | |
$ | (14,269,566 | ) | |
|
Basic and diluted loss per share | |
$ | (0.02 | ) | |
$ | (0.03 | ) | |
|
| |
| | | |
| | | |
|
Shares from convertible debt | |
| 395,500,573 | | |
| 120,140,000 | | |
|
Shares from warrants | |
| 249,042,298 | | |
| 116,944,802 | | |
|
Series B preferred stock | |
| | | |
| 2,000,000 | | |
|
Series C preferred stock | |
| 20,000,000 | | |
| 20,000,000 | | |
|
Total Diluted Shares | |
| 1,400,801,022 | | |
| 762,845,511 | | |
*Stock-Based Compensation*
The Company
accounts for stock-based compensation using the provisions of ASC Topic 718,*Stock Compensation*, which requires the recognition
of the fair value of stock-based compensation. Stock-based compensation is estimated at the grant date based on the fair value of the
awards. The Company accounts for forfeitures of grants as they occur. Compensation cost for awards is recognized using the straight-line
method over the vesting period. Stock-based compensation is included in officer compensation, general and administrative and consulting
expense, as applicable, in the consolidated statements of operations and comprehensive loss.
*Goodwill*
The Company accounts for business combinations under
the acquisition method of accounting in accordance with Accounting Standards Codification (ASC) 805, *Business Combinations*,
where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on
their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one
year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and
revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired
less liabilities assumed is recognized as goodwill.
In accordance with ASU 2017-04,*Intangibles
- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,*the Company will test for indefinite-lived intangibles
and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the
asset exceeds its fair value and may not be recoverable.
**
| 26 | |
| | |
*Derivative Financial Instruments*
The Company evaluates its convertible notes to determine
if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that
are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting
date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company
uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation
dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity,
is evaluated at the end of each reporting period.
*Fair Value of Financial Instruments*
The Company follows paragraph 825-10-50-10 of the
FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the
FASB Accounting Standards Codification(Paragraph 820-10-35-37) to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America
(U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements
and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques
used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted)
in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value
hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1: Quoted market prices available in active markets for identical
assets or liabilities as of the reporting date.
Level 2: Pricing inputs other than quoted prices in active markets included
in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3: Pricing inputs that are generally unobservable inputs and not
corroborated by market data.
The carrying amount of the Companys financial
assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity
of those instruments. The Companys notes payable represents the fair value of such instruments as the notes bear interest
rates that are consistent with current market rates.
The following table classifies the Companys
liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:
**December 31, 2024**
|
Schedule of liabilities measured fair value on recurring basis |
|
|
|
|
|
| |
|
Description |
|
Level 1 |
|
Level 2 |
|
Level 3 | |
|
|
Derivative |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,067,621 |
| |
|
|
Total |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,067,621 |
| |
**December 31, 2023**
|
Description |
|
Level 1 |
|
Level 2 |
|
Level 3 | |
|
|
Derivative |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
598,306 |
| |
|
|
Total |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
598,306 |
| |
*Revenue Recognition*
The Company recognizes revenue under ASC 606, Revenue
from Contracts with Customers (ASC 606). The Company determines revenue recognition through the following steps:
|
|
|
Identification of a contract with a customer; | |
|
|
|
Identification of the performance obligations in the contract; | |
|
|
|
Determination of the transaction price; | |
|
|
|
Allocation of the transaction price to the performance obligations in the contract; and | |
|
|
|
Recognition of revenue when or as the performance obligations are satisfied. | |
| 27 | |
| | |
Revenue is recognized when control of the promised
goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange
for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred
to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods
transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant
financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to
be one year or less.
Our business model is focused on generating revenue
from the following sources:
*(i) Service revenue from the recycling services
we provide*.**We plan to establish plastic feedstock agreements with a number of feedstock suppliers for the delivery of
plastic to our facilities. Much of this plastic is currently a cost center for such feedstock suppliers, who pay "tipping fees"
to landfills or incinerators.We will accept this plastic feedstock at reduced price or for no tipping fees. In some cases, feedstock
suppliers will also share in revenue on products produced from their feedstock. This revenue will be realized and recognized upon
receipt of feedstock at one of our facilities.
*(ii) Revenue generated from the sale of commodities*.**We
will produce commodities including, but not limited to, pyrolysis oil, fuel oil, lubricants, synthetic gas, hydrogen, and carbon char.
We are in negotiation with chemical and oil companies for purchasing, or off-taking, fuels and oils we produce, and exploring applications
for carbon char. This revenue will be recognized upon shipment of products from one of our facilities and in some cases off-takers may
pre-pay for a contractual obligation to buy our commodities.
*(iii) Revenue generated from the sale of environmental
credits*. Our products are eligible for numerous environmental credits, including but not limited to carbon credits, plastic credits,
and biodiversity credits. These credits may be monetized directly on the relevant markets or may be realized as value-add to off-takers,
who will pay a premium for eligible products. Revenue from these credits will be recognized upon sale of applicable environmental credits
on recognized markets, and/or upon sale of commodities to off-takers when that off-take includes an environmental credit premium.
(iv) *Revenue generated from royalties and/or the
sale of equipment*.We expect to develop or acquire intellectual property which could generate revenuethrough royalties
and/or sales of manufactured equipment. Revenue may be recognized upon the terms of a contracted sale agreement.
For the year ended December 31, 2024, our operations
in Morocco had generated approximately $231,000 in revenue from the sale of commodities (the provision of pyrolysis services and its
sale of byproducts). During 2024, 77.1% of revenue was from two parties, one of which is under control of the management of Clean-Seas
Morocco. As of December 31, 2024, we did not generate revenue from any other sources.
As of December 31, 2023, our operations in Morocco
had generated approximately $257,000 in revenue, from the sale of commodities (the provision of pyrolysis services and its sale of byproducts).
During 2023, 91% of revenue was from three parties, one of which is under control of the management of Clean-Seas Morocco. As of December
31, 2023, we did not generate revenue from any other sources.
**
*Trade Accounts Receivable*
**
Trade accounts receivable are amounts due from customers
under normal trade terms. After assessing the creditworthiness of our customers and considering our historical experience, anticipated
future operations, and prevailing economic conditions, we have determined that the application of the current expected credit loss (CECL)
methodology would be immaterial to our financial statements. Consequently, no allowance for credit losses has been recorded as of the
year-end. The absence of a recorded allowance for credit losses reflects our judgment that potential credit losses on outstanding receivables
are negligible. As of December 31, 2024, approximately 51.8% of accounts receivable is due from one customer. As of December
31, 2023, approximately 77% of accounts receivable is due from one customer.
**
**
| 28 | |
| | |
*Inventory*
Inventory consists of plastic bottles that are acquired
at no cost and are held for use in our pyrolysis process, which converts these materials into pyrolysis oil, carbon char, and other commodities.
In accordance with U.S. Generally Accepted Accounting Principles (GAAP), these bottles are recorded at the lower of cost or market. Since
the acquisition cost of the bottles is zero, and there is no significant alternative market value attributable to these materials before
conversion, the carrying value of this inventory is recorded at $0 on our consolidated balance sheets.
The absence of a recorded cost for the plastic bottles
does not reflect their importance to our production process or potential value of the end products. This accounting treatment is specific
to the characteristics of the materials used and does not imply any underlying concerns about the viability or value of the final products
produced through our pyrolysis process.
*Leases*
The Company determines whether an arrangement
contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on
the date on which the underlying asset is made available for the Companys use by the lessor. The Companys assessment of
the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination
options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is
reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement,
which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the
lease term.
For leases with a term exceeding 12months,
an operating lease liability is recorded on the Companys consolidated balance sheet at lease commencement reflecting the present
value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial
lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of
the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations
for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement,
as rates implicit in its leasing arrangements are typically not readily determinable. The Companys incremental borrowing rate
reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.
For the Companys operating leases, fixed
lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12months
or less, lease payments are recognized as paid and are not recognized on the Companys consolidated balance sheet as an accounting
policy election.
*Operating Segments*
**
Operating segments are defined as components of an
entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (CODM),
or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance. Our chief operating
decisionmaking group is composed of the Chief Executive Officer. The Company has one operating segment generating revenue as of
December 31, 2024 and 2023.
**
*Recently Issued Accounting Pronouncements*
In November 2023, the FASB issued ASU 2023-07, Segment
Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on
an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The
new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after
December 15, 2024. The Company adopted ASU 2023-07 in the annual financial statements for the year ended December 31, 2024, and for interim
periods beginning in 2025. The adoption of ASU 2023-07 did not have a significant impact on the Companys consolidated financial
statements.
The Company has implemented all new applicable accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.
**NOTE 3 GOING CONCERN**
****
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. The Company has not yet established a source of revenue sufficient to cover its operating costs, had an accumulated
deficit of $48,835,095 at December
31, 2024, and had a net loss of $(14,182,166)
for the year ended December 31, 2024. The Companys ability to raise additional capital through the future issuances of common
stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Companys contemplated
plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue
operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Companys
ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the
outcome of these aforementioned uncertainties.
Management plans to continue to implement its business
plan and to fund operations by raising additional capital through the issuance of debt and equity securities. The Companys existence
is dependent upon management's ability to implement its business plan and/or obtain additional funding. There can be no assurance that
the Companys financing efforts will result in profitable operations or the resolution of the Company's liquidity problems. Even
if the Company is able to obtain additional financing, it may include undue restrictions on our operations in the case of debt or cause
substantial dilution for our stockholders in the case of equity financing.
| 29 | |
| | |
**NOTE 4 BUSINESS COMBINATIONS**
****
On April 23, 2023 (the Morocco
Closing Date), Clean-Seas, a wholly owned subsidiary of the Company, completed its acquisition of a fifty-one percent (51%) interest
(the Morocco Acquisition) in EcoSynergie S.A.R.L., a limited liability company organized under the laws of Morocco (Ecosynergie),
pursuant to that certain Notarial Deed (the Morocco Purchase Agreement) dated as of January 23, 2023 (the Signing
Date) setting forth the terms and provisions applicable to the Morocco Acquisition (the Purchase Agreement). On the
Morocco Closing Date, (i) EcoSynergies name was changed to Clean-Seas Morocco, LLC, (ii) Mrs. Halima Aboudeine and Mr. Daniel C.
Harris, the Companys CRO, were appointed as managers of Clean-Seas Morocco and (iii) Mr. Harris was appointed to serve as the Chief
Executive Officer of Clean-Seas Morocco. EcoSynergie was not acquired from a related party and the Company did not have common control
with EcoSynergie at the time of the Morocco Acquisition.
****
Pursuant to the Morocco Purchase
Agreement, Clean-Seas paid an aggregate purchase price of $6,500,000 for the Morocco Acquisition, of which (i) $2,000,000 was paid on
the Morocco Closing Date and (ii) the remaining $4,500,000 is to be paid to Ecosynergie Group over a period of ten (10) months from the
Morocco Closing Date. Additionally, Clean-Seas committed to invest up to $50,000,000 in Clean-Seas Morocco over a period of ten (10) months
from the Morocco Closing Date (the Clean-Seas Morocco Investment). The Clean-Seas Morocco Investment is currently contemplated
to be funded in tranches based on a to be agreed to schedule tied to milestones related to the technology being deployed by Clean-Seas
Morocco. The parties intend to complete the funding schedule applicable to the Clean-Seas Morocco investment in the first quarter 2025.
To date, none of the Clean-Seas Morocco Investment has been funded.
The excess of the purchase price over the estimated fair values of
the underlying identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill. The provisional
estimated fair value of the noncontrolling interest was based the minority interest (49%) in net assets as of the acquisition date. The
goodwill of $4,854,622 represents expected synergies from the combined operations.
The excess of the purchase price over the estimated
fair values of the underlying identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill.
The provisional estimated fair value of the noncontrolling interest was based the minority interest (49%) in net assets as of the acquisition
date. The goodwill of $4,584,622 represents expected synergies from the combined operations.
**NOTE 5 PROPERTY & EQUIPMENT**
Property and equipment are recorded at cost. The Company
capitalizes purchases of property and equipment over $5,000. Depreciation is computed using the straight-line method over the estimated
useful lives of the various classes of assets as follows between three and ten years.
Long lived assets, including property and equipment,
to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less
than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed
of are reported at the lower of carrying amount or fair value less cost to sell.
Maintenance and repair expenses, as incurred, are
charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable
to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.
Clean-Seas,
Inc. has purchased a pyrolysis unit for piloting anddemonstration purposes which has been commissioned in Hyderabad, India as of
May 2022. The unit will be used to showcase the Companys technology and services, turning waste plastic into environmentally friendly
commodities, to potential customers.
Property, plant, and equipment at our Clean-Seas Morocco
facility comprise equipment, buildings and fixtures, automobiles, furniture, and land. Upon acquisition, buildings and land were recorded
at their estimated fair value, determined through a valuation conducted in 2018. Subsequently, these assets have been adjusted annually
to reflect an approximate 5% increase in fair value, consistent with local real estate market trends. Depreciation for equipment, buildings,
automobiles, and furniture is computed using the straight-line method over estimated useful lives of 5 to 10 years.
| 30 | |
| | |
Property and equipment stated at cost, less accumulated
depreciation consisted of the following:
|
Schedule of property and equipment stated at cost | |
| | | |
| | | |
|
| |
December 31, 2024 | |
December 31, 2023 | |
|
Pyrolysis unit | |
$ | 151,672 | | |
$ | 185,691 | | |
|
Equipment | |
| 596,631 | | |
| 436,532 | | |
|
Buildings and fixtures | |
| 496,382 | | |
| 493,411 | | |
|
Land | |
| 3,865,315 | | |
| 3,867,095 | | |
|
Office furniture | |
| 1,484 | | |
| 998 | | |
|
Less: accumulated depreciation | |
| (316,838 | ) | |
| (100,161 | ) | |
|
Property and equipment, net | |
$ | 4,794,646 | | |
$ | 4,883,566 | | |
****
*Depreciation expense*
For the years ended December
31, 2024 and 2023, depreciation expense was $221,818
and $22,439, respectively.
****
**NOTE 6 LOANS PAYABLE**
Effective January 1, 2024, the Company acquired a
financing loan for its Director and Officer Insurance for $40,800. The loan bears interest at 8.75%, requires monthly payments of $4,245.41
and is due within one year. As of December 31, 2024, the balance due is $0.
**West Virginia State Incentive Package**
**
On June 12, 2023, Clean-Seas announced that it secured
$12
million in state incentives, which includes $1.75
million in cash to establish a PCN facility outside of Charleston, West Virginia. Clean-Seas West Virginia, Inc., a West Virginia corporation
(Clean-Seas West Virginia), has an existing feedstock supply agreement for 100 TPD of post-industrial plastic waste and
is planned to be a PCN hub servicing the Mid-Atlantic states. The project will commence in phases, Phase 1 being 50 TPD, scaling up to
500 TPD. Additional project finance capital is in the process of being secured and the Company received the $1.75
million cash disbursement on September 25, 2023. The loan is forgiven after three years if the Company employs forty or more people
of the West Virginia facility.
****
**NOTE 7 CONVERTIBLE NOTES PAYABLE**
**Walleye Opportunities Master Fund Ltd**
*February Convertible Note*s - *Walleye
Opportunities Master Fund Ltd*
**
On February 21, 2023, the Company entered into a securities
purchase agreement (the February Purchase Agreement) with Walleye Opportunities Master Fund Ltd (Walleye).
Pursuant to the February Purchase Agreement, the Company issued senior convertible notes in the aggregate principal amount of $4,000,000,
which notes shall be convertible into shares of common stock at the lower of (a) 120% of the closing price of the common stock on the
day prior to closing, or (b) a 10% discount to the lowest daily volume weighted average price (VWAP) reported by Bloomberg
of the common stock during the 10 trading days prior to the conversion date.
On February 21, 2023, the Walleye, under the February
Purchase Agreement purchased a senior convertible promissory note (the February Note) in the original principal amount
of $2,500,000
and a warrant to purchase 29,434,850
shares of the Companys common stock. The maturity date of the February Note is February
21, 2024 (the Maturity Date). The February Note bears interest at a rate of 5%
per annum. The February Note carries an original issue discount of 2%.
The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges
on principal and interest, if any, except as specifically permitted by the terms of the February Note. The Company also issued a warrant
to the initial investor that is exercisable for shares of the Companys common stock at a price of $0.0389
per share and expires five years from the date of issuance.
| 31 | |
| | |
The terms of the February Note were amended
pursuant to the March 2024 Note (discussed below). The
amendment changes the conversion price to $0.03 and extends the maturity date to December 1, 2024. This note is currently in default
and has incurred a $109,079
penalty that has been added to the principal. In addition, the interest rate has increased to 15%.
**
*April Convertible Note*- *Walleye
Opportunities Master Fund Ltd*
Pursuant to the February Purchase Agreement, on April
10, 2023, Walleye purchased a senior convertible promissory note (the April Note) in the original principal amount of $1,500,000
and the Company issued warrants for the purchase of up to 17,660,911 shares of the Companys common stock to Walleye. The April
Note bears interest at a rate of 5% per annum. The April Note carries an original issue discount of 2%. The Company may not prepay any
portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest,
if any, except as specifically permitted by the terms of the April Note. The April Note is convertible into shares of common stock at
$0.03 per share. Pursuant to the terms of the May Note (discussed below) the number of warrants was increased to 29,498,714. This note
is currently in default and has incurred a $375,000 penalty that has been added to the principal. In addition, the interest rate has increased
to 15%.
*May Convertible Note*- *Walleye
Opportunities Master Fund Ltd*
**
On May 26, 2023, the Company entered into that certain
Securities Purchase Agreement (the May Purchase Agreement) with Walleye, pursuant to which Walleye purchased a senior convertible
promissory note in the aggregate original principal amount of $1,714,285.71 (the May Note) and warrants to purchase 44,069,041
shares of the Companys common stock (the May Warrants).
The May Note matures 12 months after issuance and
bears interest at a rate of 5% per annum, as may be adjusted from time to time in accordance with Section 2 of the May Note. The May Note
has an original issue discount of 30%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid
interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the May
Note. The May Note is convertible into shares of common stock at $0.0389 per share.
This May Note is currently in default and
has incurred a $428,571
penalty that has been added to the principal. In addition, the interest rate has increased to 15%.
As consideration for additional funding, in May
of 2023, the number of warrants related to the February 2023 note increased from 29,424,850 to 49,164,524 and the number of warrants
related to the April 2023 note were increased from 17,660,911 to 29,498,714. The additional
warrants were fair valued and included as a debt discount on the new tranche(s) of funding.
*March 2024 Financing Walleye Opportunities Master
Fund Ltd.*
**
On March 25, 2024 (the Issue Date),
the Company and Walleye entered into a Securities Purchase Agreement (the March Purchase Agreement), whereby: (i) the Company
issued to Walleye (i) a convertible note in the aggregate principal amount of $666,666
(the March 2024 Note), (ii) a warrant initially exercisable to acquire up to 22,222,220
shares of Common Stock at an exercise price of $0.03
per share (the March 2024 Warrant), and (iii) the parties agreed to amend and restate the Existing Note and Existing
Warrant as discussed below.
*March 2024 Note*
**
At any time on or after the Issue Date, the March
Investor shall be entitled to convert any portion of the outstanding Conversion Amount (as defined in the March 2024 Note) into validly
issued, fully paid and non-assessable shares of Common Stock at a conversion price equal to $0.03 per share, subject to adjustment as
set forth in the March 2024 Note. The March 2024 Note bears interest at a rate of 5% per annum, as may be adjusted from time to time,
and matures on October 1, 2024 (the March Note Maturity Date); provided, however, that the March Note Maturity Date may
be extended at the option of the Investor as provided in the March 2024 Note.
This note is currently in default and has incurred
a $166,667 penalty that has been added to the principal. In addition, the interest rate has increased to 20%.
As consideration for additional funding, in May
of 2024, the number of warrants related to the February 2023 note was increased again from 49,164,524 to 159,142,855. The additional
warrants were fair valued and included as a debt discount on the new tranche of funding.
| 32 | |
| | |
**Coventry
Enterprises, LLC**
*August
2023 Note - Coventry Enterprises, LLC*
On
July 31, 2023 (the August Note Original Issue Date), the Company entered into a securities purchase agreement (the August
Purchase Agreement) with Coventry Enterprises, LLC (the Coventry), pursuant to which Coventry purchased a senior
convertible promissory note in the original principal amount of $500,000 (the August Note). In addition, as an additional
inducement to Coventry for purchasing the August Note, the Company issued 21,000,000 shares of its common stock at the closing. These
shares are being valued at the closing stock price on the date of grant with the relative fair value accounted for as a debt discount.
The transactions contemplated under the August Purchase Agreement closed on August 4, 2023.
The August Note matures on
July 31, 2024 and bears interest at a rate of 10% per annum (the Guaranteed Interest), carries an original issue discount
of 15% and has a default conversion price of 90% per share of the lowest VWAP during the 20 trading day period before the conversion.
The August Note requires monthly payments of $78,571.42, beginning December 31, 2023. The Company may prepay any portion of the outstanding
principal amount and the guaranteed interest at any time and from time to time, without penalty or premium, provided that any such prepayment
will be applied first to any unpaid collection costs, then to any unpaid fees, then to any unpaid Default Rate interest (as defined in
the August Note), and any remaining amount shall be applied first to any unpaid guaranteed interest, and then to any unpaid principal
amount.
During the year ended December
31, 2024, the Company repaid $318,284 of the note. Coventry agreed to forgive $146,430 and $50,000 of principal and interest. The remaining
$39,285 was converted into 4,454,165 shares of common stock.
*June
2024 Note - Coventry Enterprises, LLC*
On June 14, 2024, the Company issued a convertible
promissory note to Coventry Enterprises, LLC in the aggregate principal amount of $100,000 (which includes $10,000 of Original Issue Discount).
The note bears interest at 10% and matures on May 15, 2025. The note is convertible into shares of common stock a at 90% of lowest trade
for 20 prior days to conversion. Coventry received 5,000,000 restricted shares of Common Stock as Commitment Shares.
**GS
Capital Partners**
*October
2023 Note - GS Capital Partners*
On October 26, 2023, the Company entered into a Securities
Purchase Agreement (the October Purchase Agreement) with GS
Capital Partners (the GS Capital) related to the Companys sale
of two 12% convertible notes in the aggregate principal amount of $660,000 (each note being in the amount of $330,000 and containing an
original issue discount of $30,000 such that the purchase price of each note is $300,000) (each Note, and together the Notes)
are convertible into shares of the Companys common stock, par value $0.001 per share, upon the terms and subject to the limitations
set forth in each Note. The Company issued and sold the first Note (the First Note) on October 26, 2023 (the First
Closing Date or the First Issuance Date). The second note was not funded.
On the First Closing Date, the Company issued 800,000
restricted shares of Common Stock to GS Capital as additional consideration for the purchase
of the First Note (the First Note Commitment Shares). In addition to the Commitment Shares, the Company agreed to issue
7,500,000 shares of Common Stock to GS Capital (the Returnable Shares) for
each Note.
*October
2024 Note - GS Capital Partners*
On October 2, 2024, the Company issued a convertible
promissory note to GS Capital in the aggregate principal amount of $82,500 (which includes
$7,500 of Original Issue Discount). The note bears interest at 10% and matures on December 2, 2024. The note is convertible into shares
of common stock upon default at $0.01 per share.
****
| 33 | |
| | |
**ClearThink Capital Partners**
*February
2024 Note*
On February 12, 2024, the Company entered into a Securities
Purchase Agreement with ClearThink Capital LLC (ClearThink). The ClearThink Note contains a principal amount of $220,000
with guaranteed interest at a rate of 12%. All Principal and Interest, along with any and all other amounts, shall be due and owing on
November 12, 2024 (the Maturity Date), with a lump-sum interest payment equal to $26,400. Unless the Investor elects to
convert the Note into shares of Common Stock, Principal payments shall be made in four installments, each in the amount of $50,000 commencing
on the one hundred eightieth (180th) day anniversary following the SPA Closing Date and continuing thereafter each thirty (30)
days for four (4) months thereafter. The ClearThink Note may be prepaid in whole or in part as set forth therein and any amount of Principal
or Interest on the ClearThink Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty four percent
(24%) per annum (which shall be guaranteed and applied to the balance due under the ClearThink Note upon an Event of Default (as defined
in the ClearThink Note)) and (ii) the maximum amount permitted under law from the due date thereof until the same is paid.
*May 2024
Note*
On May 24, 2024, the Company issued a convertible
promissory note to ClearThink in the aggregate principal amount of $110,000 (which includes $18,000 of Original Issue Discount). The note
bears interest at 10% and matures on January 24, 2025. The note is convertible into shares of common stock at $0.025 or $0.0145 if the
Companys common stock trades below $0.02 for more than five consecutive days.
*October
2024 Note*
On October 2, 2024, the Company issued a convertible
promissory note to ClearThink in the aggregate principal amount of $82,500 (which includes $7,500 of Original Issue Discount). The note
bears interest at 10% and matures on December 2, 2024. The note is convertible into shares of common stock upon default at $0.01 per share.
ClearThink received 5,000,000 restricted shares of Common Stock as Commitment Shares.
**Trillium Partners LP**
*February
2024 Note**Trillium Financing*
On February 15, 2024, the Company entered into a Securities
Purchase Agreement (the Trillium Agreement) with Trillium Partners L.P. (Trillium), whereby the Company issued
and sold to Trillium (i) a promissory note (the Trillium Note) in the aggregate principal amount of $580,000 (which includes
$87,500 of Original Issue Discount), convertible into Common Stock, upon default, upon the terms and subject to the limitations and conditions
set forth in such Trillium Note, and (ii) 4,000,000 restricted shares of Common Stock (the Commitment Shares). The Note
matures on January 15, 2025 and a one-time interest charge of ten percent (10%) or $58,000 shall be applied to the principal on the date
of issuance. The Company has the right to prepay the Trillium Note in full at any time with no prepayment penalty. Accrued unpaid interest
and outstanding principal, subject to adjustment, shall be paid in seven payments, each in the amount of $91,142.86 (a total payback to
the Holder of $638,000).
Pursuant to the Trillium Note, beginning on the fifth
month anniversary of the Issuance Date, and for the next six months after, the Company will make a total of seven (7) equal monthly payments
of $91,142.85.
In the event that the Company defaults and misses a payment, then the Investor will be able to do a default conversion. The conversion
price (the Trillium Conversion Price) is equal to the lower of: (i) the Fixed Conversion Price of $0.03; (ii) the Variable
Conversion Price (70% of the lowest trade for the twenty days prior to conversion); and (iii) the Alternative Conversion Price (lowest
price of our Common Stock during the period thirty days prior to a default).
This note
is currently in default and has incurred a $174,993 penalty that has been added to the principal. In addition, the interest rate has
increased to 22% and the conversion rate changed to 70% of the lowest trade for the twenty days prior to conversion. In addition to the
penalty added to the principal, the Company has also accrued a potential settlement liability of $145,967.
Refer to Note 13 for a discussion of the current litigation with Trillium.
| 34 | |
| | |
The Company accounted for
the above Convertible Notes according to ASC 815. For the derivative financial instruments that are accounted for as liabilities, the
derivative liability was initially recorded at its fair value and is being re-valued at each reporting date, with changes in the fair
value reported in the statements of operations.
For the warrants that were
issued with each tranche of funding, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the warrants
at inception and then calculates the relative fair value for each loan.
Commitment shares are valued
at the closing stock price on the effective date of the promissory note. The value of the shares is accounted for as debt discount.
The Company deducts the total
value of all discounts (OID, value of warrants, discount for derivative) from the calculated derivative liability with any difference
accounted for as a loss on debt issuance.
**
The following table summarizes the convertible notes
outstanding as of December 31, 2024:
|
Schedule of convertible notes outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Note Holder |
Date |
|
Maturity Date |
|
Interest |
|
Default Interest |
|
Balance
December 31,
2023 |
|
|
Additions |
|
|
Repayments / Conversions |
|
Balance
December 31, 2024 |
| |
|
Walleye Opportunities Fund |
2/21/2023 |
|
12/1/2024 |
|
|
5% |
|
15% |
|
|
|
436,316 |
|
|
|
109,079 |
(3) |
|
|
|
|
|
545,395 |
| |
|
Walleye Opportunities Fund |
4/10/2023 |
|
4/10/2024 |
|
|
5% |
|
15% |
|
|
|
1,500,000 |
|
|
|
375,000 |
(4) |
|
|
|
|
|
1,875,000 |
| |
|
Walleye Opportunities Fund |
5/26/2023 |
|
5/26/2024 |
|
|
5% |
|
15% |
|
|
|
1,714,286 |
|
|
|
428,571 |
(5) |
|
|
|
|
|
2,142,857 |
| |
|
Coventry Enterprises, LLC |
7/31/2023 |
|
7/31/2024 |
|
|
10% |
|
15% |
|
|
|
500,000 |
|
|
|
|
|
|
|
(500,000) |
(1) |
|
|
| |
|
GS Capital Partners |
10/26/2023 |
|
7/26/2024 |
|
|
12% |
|
15% |
|
|
|
330,000 |
|
|
|
|
|
|
|
(305,000) |
(7) |
|
25,000 |
| |
|
ClearThink
Capital Partners |
2/12/2024 |
|
11/12/2024 |
|
|
12% |
|
15% |
|
|
|
|
|
|
|
220,000 |
|
|
|
(220,000) |
(8) |
|
|
| |
|
Trillium Partners LP |
2/22/2024 |
|
1/15/2025 |
|
|
10% |
|
15% |
|
|
|
|
|
|
|
754,993 |
(2) |
|
|
(291,778) |
|
|
463,215 |
| |
|
Walleye Opportunities Fund |
3/25/2024 |
|
12/1/2024 |
|
|
5% |
|
20% |
|
|
|
|
|
|
|
833,333 |
(6) |
|
|
|
|
|
833,333 |
| |
|
ClearThink
Capital Partners |
5/24/2024 |
|
1/24/2025 |
|
|
12% |
|
15% |
|
|
|
|
|
|
|
110,000 |
|
|
|
|
|
|
110,000 |
| |
|
Coventry Enterprises, LLC |
6/14/2024 |
|
5/15/2025 |
|
|
10% |
|
15% |
|
|
|
|
|
|
|
100,000 |
|
|
|
(10,000) |
(9) |
|
90,000 |
| |
|
GS Capital Partners |
10/2/2024 |
|
12/2/2024 |
|
|
10% |
|
22% |
|
|
|
|
|
|
|
82,500 |
|
|
|
|
|
|
82,500 |
| |
|
ClearThink
Capital Partners |
10/2/2024 |
|
12/2/2024 |
|
|
10% |
|
22% |
|
|
|
|
|
|
|
82,500 |
|
|
|
|
|
|
82,500 |
| |
|
Total |
|
|
|
|
|
|
|
|
|
|
$ |
4,480,602 |
|
|
$ |
3,095,976 |
|
|
$ |
(1,326,778) |
|
$ |
6,249,800 |
| |
|
Less debt discount |
|
|
|
|
|
|
|
|
|
|
$ |
(1,701,403) |
|
|
|
|
|
|
(205,675) |
| |
|
Convertible notes payable, net |
|
|
|
|
|
|
|
|
|
|
$ |
2,779,199 |
|
|
|
|
|
|
|
|
|
$ |
6,044,125 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
(1) |
$314,284 was repaid in cash, $146,430 was forgiven along with $50,000 of accrued interest. The remaining $39,285 was converted into shares of common stock. | |
|
(2) |
$87,500 is the original principal of note, $174,993 of this amount was added to principal for default penalty. $291,778 converted to common stock | |
|
(3) |
$109,079 added to principal for default penalty. | |
|
(4) |
$375,000 added to principal for default penalty. | |
|
(5) |
$428,571 added to principal for default penalty. | |
|
(6) |
$666,666 is the original principal of note, $166,667 added to principal for default penalty. | |
|
(7) |
$295,000 converted to common stock, $10,000 repaid in cash | |
|
(8) |
$220,000 converted to common stock | |
|
(9) |
$10,000 repaid in cash | |
| 35 | |
| | |
Total accrued interest on the above convertible notes
was $801,979 and $254,151 as of December 31, 2024 and 2023, respectively.
A summary of the activity of the derivative liability
for the notes above is as follows:
|
Schedule of activity of derivative liability |
|
|
|
| |
|
Balance at December 31, 2022 |
|
$ |
|
| |
|
Increase to derivative due to new issuances |
|
|
4,217,944 |
| |
|
Decrease to derivative due to conversions |
|
|
(1,119,076) |
| |
|
Decrease to derivative due to mark to market |
|
|
(2,500,562) |
| |
|
Balance at December 31, 2023 |
|
|
598,306 |
| |
|
Increase to derivative due to new issuances and/or modification of conversion terms |
|
|
1,614,002 |
| |
|
Decrease to derivative due to mark to market |
|
|
(144,687 |
) | |
|
Balance at December 31, 2024 |
|
$ |
2,067,621 |
| |
**NOTE 8 COMMERCIAL LOAN**
On November 13, 2024 (the Closing
Date), Clean Vision Corporations (Clean Vision or the Company) wholly-owned subsidiary, Clean-Seas
West Virginia, Inc. (the Clean-Seas WV), closed on the transactions set forth in that certain Credit Agreement (the Credit
Agreement) between Clean-Seas WV and The Huntington National Bank, a national banking association (the Lender). Pursuant
to the Credit Agreement, the Lender agreed to make a term loan (the Term Loan) to Clean-Seas WV in the amount of $15,000,000,
with the proceeds to be used for costs and expenses associated with the development and construction of Clean-Seas WVs recycling
and processing facility located in Kanawha County, West Virginia.
Pursuant to the Credit Agreement, the proceeds
of the Term Loan will be funded to Clean-Seas WV in two extensions (each, a Credit Extension) as follows: (i) the initial
Credit Extension in the amount of $5,000,000 on the Closing Date; and (ii) the second Credit Extension in the amount of $10,000,000 upon
the satisfaction or waiver of the conditions set forth in Section 4.2 of the Credit Agreement, including, but not limited to, the delivery
to the Lender of an executed performance and payment bond issued by a surety company listed on the Federal Treasury List that is rated
A or higher by A.M. Best in an amount equal to $15,000,000 naming the Lender as beneficiary. On the Closing Date, Clean-Seas WV paid an
upfront fee in the amount of $75,000 to the Lender.
The Term Loan is evidenced by a promissory
note (the Term Note) executed by Clean-Seas WV in favor of the Lender with interest due and payable on the 15thcalendar
day of each month while any amount remains outstanding and the principal amount to be repaid in full on the maturity date of February
1, 2027. The Term Note bears interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement)plus3.75%
per annum. Upon the occurrence and during the continuance of an event of default, the interest rate applicable to the Term Note shall
be equal to 2% per annum above the interest rate otherwise applicable (the Default Rate) and all such interest accrued at
the Default Rate shall be due and payable on demand of the Lender.
The initial credit extension of $5,000,000
is presented on the balance sheet net of debt discount of $260,311.
**NOTE 9 RELATED PARTY TRANSACTIONS**
*Daniel Bates, CEO*
On February 21, 2021, the Company amended
the employment agreement with Daniel Bates, CEO. The amendment extended the term of his agreement from three years commencing May 27,
2020, to expire on May 27, 2025.
As of December 31, 2024 and 2023, the Company
owed Mr. Bates $236,000 and $189,000, respectively, for accrued compensation.
| 36 | |
| | |
On December 20, 2023, the Company granted Mr. Bates
20,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price on the date of grant, for total
non-cash compensation expense of $788,000.
On December 12, 2024, the Company granted Mr. Bates
30,000,000 shares of common stock for services. The shares were valued at $0.017, the closing stock price on the date of grant, for total
non-cash compensation expense of $510,000.
*Rachel Boulds, CFO*
The Company entered into a consulting agreement
with Rachel Boulds, effective as of May 1, 2021, to serve as part-time Chief Financial Officer for compensation of $5,000 per month, which
increased to $7,500 in June 2023. As of December 31, 2024 and 2023, the Company owed Ms. Boulds $0 and $0, respectively, for accrued compensation.
On December 20, 2023, the Company granted Ms. Boulds
4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price on the date of grant, for total
non-cash compensation expense of $157,600.
On December 12, 2024, the Company granted Ms. Boulds
4,000,000 shares of common stock for services. The shares were valued at $0.017, the closing stock price on the date of grant, for total
non-cash compensation expense of $68,000.
*Daniel Harris, Chief Revenue Officer*
As of December 31, 2024 and 2023, the Company
owed Mr. Harris, $37,500 and $17,500, respectively, for accrued compensation.
On December 20, 2023, the Company granted Mr. Harris
4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price on the date of grant, for total
non-cash compensation expense of $157,600.
On December 12, 2024, the Company granted Mr. Harris
4,000,000 shares of common stock for services. The shares were valued at $0.017, the closing stock price on the date of grant, for total
non-cash compensation expense of $68,000.
*Michael Dorsey, Director*
During the years ended December 31, 2024
and 2023, the Company paid Mr. Dorsey, $18,000 and $18,000, respectively, for director fees.
During 2023, the Company paid $87,500 to Around the
Corner, as a finders fee for the Clean Seas West Virginia project. Mr. Dorsey is an owner of Around the Corner.
On December 20, 2023, the Company granted Mr. Dorsey
4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price on the date of grant, for total
non-cash compensation expense of $157,600.
On December 12, 2024, the Company granted Mr. Dorsey
4,000,000 shares of common stock for services. The shares were valued at $0.017, the closing stock price on the date of grant, for total
non-cash compensation expense of $68,000.
*Greg Boehmer, Director*
During the years ended December 31, 2024 and 2023,
the Company paid Mr. Boehmer, $18,000 and $18,000, respectively, for director fees. In addition, the Company owes Mr. Boehmer $15,000
and $0, for consulting services as of December 31, 2024 and 2023.
| 37 | |
| | |
On December 20, 2023, the Company granted Mr. Boehmer
4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price on the date of grant, for total
non-cash compensation expense of $157,600.
On December 12, 2024, the Company granted Mr. Boehmer
4,000,000 shares of common stock for services. The shares were valued at $0.017, the closing stock price on the date of grant, for total
non-cash compensation expense of $68,000.
*Bart Fisher, Director*
**
During the years ended December 31, 2024
and 2023, the Company paid Mr. Fisher, $9,000 and $9,000, respectively, for director fees and owes $9,000 as of December 31, 2024.
On December 20, 2023, the Company granted Mr. Fisher
4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price on the date of grant, for total
non-cash compensation expense of $157,600.
On December 12, 2024, the Company granted Mr. Fisher
4,000,000 shares of common stock for services. The shares were valued at $0.017, the closing stock price on the date of grant, for total
non-cash compensation expense of $68,000.
*Green Invest Solutions Ltd.*
**
During September 2023, a $70,000 note was issued to
Green Invest Solutions Ltd. which is managed by the same individuals as Clean-Seas Morocco. The loan is considered to be short-term and
is not accruing interest.
*Management of Clean-Seas Morocco*
**
On occasion, management of Clean-Seas Morocco provides
funds to the company for general operations. As of December 31, 2024 and 2023, $693,495 and $549,946 was due to management, respectively.
There are no agreements and no interest rates applied.
*Note Payable*
Pursuant to the Morocco Purchase Agreement,
Clean-Seas paid an aggregate purchase price of $6,500,000 for the Morocco Acquisition, of which (i) $2,000,000 was paid on the Morocco
Closing Date and (ii) the remaining $4,500,000 is to be paid to Ecosynergie Group over a period of ten (10) months from the Morocco Closing
Date.During the year ended December 31, 2024, the Company paid $200,000 towards the balance due.
*Related Party Revenue*
For the year ended December 31, 2024, our operations
in Morocco had generated approximately 47.2% from a party under control of the management of Clean-Seas Morocco.
**NOTE 10 COMMON STOCK**
On January 26, 2023, the Company issued a total of
10,500,000 shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant
to the Signed Securities Purchase Agreements on January 26, 2023, for total cash proceeds of $210,000. The Warrants are exercisable for
shares of the Companys common stock at a price of $0.03 per share and expires three years from the date of issuance.
On January 30, 2023, the Company granted
1,000,000 shares of common stock for services. The shares were valued at $0.063, the closing stock price on the date of grant, for total
non-cash compensation expense of $62,800.
On February
16, 2023, the Board of Directors approved a special dividend of five shares of the Company's common stock for every one hundred shares
of common stock issued and outstanding (the "Dividend"). The record date for the Dividend is February 27, 2023, and the payment
date is March 13, 2023. The shares were valued at $0.068, for a total value of $1,483,528, which has been debited to the accumulated deficit.
On February 21, 2023, Silverback Capital Corporation
fully converted its note dated March 31, 2022, with principal and interest of $360,000 and $25,723, respectively, into 19,286,137 shares
of common stock.
| 38 | |
| | |
On February 22, 2023, the Company issued 6,250,000
shares of common stock and warrants to purchase up to 6,250,000 additional shares of common stock, to an individual pursuant to the Signed
Securities Purchase Agreement, for total cash proceeds of $125,000. The Warrants are exercisable for shares of the Companys common
stock at a price of $0.03 per share and expires three years from the date of issuance.
On February 23, 2023, the Company granted
600,000 shares of common stock for services. The shares were valued at $0.122, the closing stock price on the date of grant, for total
non-cash compensation expense of $73,200.
On March 7, 2023, the Company granted 850,000
shares of common stock for services. The shares were valued at $0.068, the closing stock price on the date of grant, for total non-cash
compensation expense of $57,375.
On March 17, 2023, the Company granted 3,000,000
shares of common stock for services. The shares were valued at $0.065, the closing stock price on the date of grant, for total non-cash
compensation expense of $194,400.
From April 2023 through September 30, 2023,
Walleye Opportunities Master Fund Ltd., converted $2,063,684 of the principal amount of the February Note into 97,450,000 shares of our
common stock.
On July 6, 2023, the Company issued Brad Listermann
430,000 shares of common stock. The shares were issued per the terms of a Settlement Agreement effective June 13, 2023.
On July 18, 2023, the Company issued 6,000,000 shares
of common stock for services. The shares were valued at $0.03, the closing stock price on the date of grant, for total non-cash compensation
expense of $181,800.
On July 24, 2023, the Company issued 5,725,000 shares
of common stock for conversion of a loan payable in the amount $114,500.
On August 1, 2023, the Company granted 500,000 shares
of common stock for services. The shares were valued at $0.025, the closing stock price on the date of grant, for total non-cash compensation
expense of $12,650.
On August 23, 2024, the Company sold 6,896,552
shares of common stock for total proceeds of $100,000. As of December 31, 2024, the shares have not yet been issued by the transfer agent
and are presented as shares to be issued.
On August 29, 2023, the Company granted 500,000 shares
of common stock for services. The shares were valued at $0.021, the closing stock price on the date of grant, for total non-cash compensation
expense of $10,600.
On September 15, 2023, the Company granted 5,000,000
shares of common stock for services. The shares were valued at $0.026, the closing stock price on the date of grant, for total non-cash
compensation expense of $130,000.
On September 26, 2023, the Company entered
into the Dorado Purchase Agreement with Dorado. Pursuant to which the Company issued and sold to Dorado (i) 10,000,000 shares of Common
Stock to the Dorado at a purchase price of $0.0198 per share, or $198,000 in the aggregate, and (ii) 5,000,000 shares of restricted Common
Stock to Dorado. As of December 31, 2024, the shares have not yet been issued by the transfer agent and are presented as shares
to be issued.
On October 26, 2023, the Company issued 800,000 shares
of common stock to GS Capital, pursuant to the terms of a Securities Purchase Agreement (Note 7).
On November 4, 2023, the Company granted 559,441 shares
of common stock for services. The shares were valued at $0.0425, the closing stock price on the date of grant, for total non-cash compensation
expense of $23,776.
On December 20, 2023, the Company granted 37,000,000
bonus shares of common stock for service to some of its service providers. The shares were valued at $0.0394, the closing stock price
on the date of grant, for total non-cash compensation expense of $1,457,800.
On January 9, 2024, the Company entered into a Securities
Purchase Agreement (the January Agreement) with an accredited investor (the Purchaser) whereby the Company
agreed to sell, and the Purchaser agreed to purchase, up to 15,000,000 shares of the Companys common
stock, par value $0.001 per share (the Common Stock), for an aggregate purchase price of up to $300,000, or $0.02 per share.
Pursuant to the January Agreement, which became effective on January 17, 2024, the Purchaser paid $100,000 to the Company in exchange
for 5,000,000 shares of Common Stock.
| 39 | |
| | |
On February 9, 2024, the Company granted
455,840 shares of common stock for services. The shares were valued at $0.0351, the closing stock price on the date of grant, for total
non-cash compensation expense of $16,000.
On February 22, 2024, the Company granted 3,600,000
shares of common stock for services. The shares were valued at $0.0248, the closing stock price on the date of grant, for total non-cash
compensation expense of $89,280. The expense is being recognized over the term of the agreement.
On February 23, 2024, the Company granted 5,000,000
shares of common stock for services. The shares were valued at $0.0351, the closing stock price on the date of grant, for total non-cash
compensation expense of $171,500. The expense is being recognized over the term of the agreement.
On March 22, 2024, the Company granted 40,000 shares
of common stock for services. The shares were valued at $0.0248, the closing stock price on the date of grant, for total non-cash compensation
expense of $992.
On May 6, 2024, the Companys transfer agent
issued 432,012 shares of common stock that were granted and expensed in a prior period and had been disclosed as common stock to be issued.
On May 29, 2024, the Company issued 370,370 shares
of common stock for services. The shares were valued at $0.0216, the closing stock price on the date of grant, for total non-cash compensation
expense of $8,000.
During the year ended December 31, 2024, GS Capital
Partners, LLC, converted $295,000 and $32,686 of principal and interest, respectively, into 32,780,613 shares of common stock.
During the year ended December 31, 2024, ClearThink,
converted $220,000 and $36,000 of principal and interest, respectively, into 25,704,617 shares of common stock. As of December 31, 2024,
14,568,254 shares of common stock had not yet been issued by the transfer agent and are disclosed as $156,000 common stock to be issued.
During the year ended December 31, 2024, Coventry
converted $39,285 of principal, into 4,454,165 shares of common stock.
During the year ended December 31, 2024, Trillium,
converted $291,778 and $55,803 of principal and interest, respectively, into 44,087,985 shares of common stock.
On November 18, 2024, the Company issued
2,000,000 shares of common stock for services. The shares were valued at $0.0204, the closing stock price on the date of grant,
for total non-cash expense of $40,800.
During the year ended December 31, 2024,
the Company granted a total of 27,100,000 shares of common stock for debt commitment
shares to various debt issuers in conjunction with the issuance of convertible notes payable. As of December 31, 2024, 11,500,000
shares were not yet issued by the Companys transfer agent and are disclosed as common stock to be issued. The total allocated
fair market value of the shares was $456,679.
On December 12, 2024, the Company granted 50,500,000
bonus shares of common stock for service to some of its service providers and employees. The shares were valued at $0.017, the closing
stock price on the date of grant, for total non-cash compensation expense of $858,500.
Refer to Note 8 for shares issued to related
parties.
**NOTE 11 PREFERRED STOCK**
The Company is authorized to issue 10,000,000
shares of Preferred Stock at $0.001 par value per share with the following designations.
*Series A Redeemable Preferred Stock*
On September 21, 2020, the Company created a series
of Preferred Stock designating 2,000,000 shares as Series A Redeemable Preferred Stock ranks senior to the Companys Common Stock
upon the liquidation, dissolution or winding up of the Company. The Series A Preferred Stock does not bear a dividend or have voting rights
and is not convertible into shares of our Common Stock.
**
| 40 | |
| | |
*Series B Preferred Stock*
On December 14, 2020, the Company designated 2,000,000
shares of its authorized preferred stock as Series B Convertible, Non-voting Preferred Stock (the Series B Preferred Stock).
The Series B Preferred Stock does not bear a dividend or have voting rights. The Series B Preferred Stock automatically converted into
shares of common stock on January 1, 2023, at the rate of 10 shares of common stock for each share of Series B Preferred Stock; however,
due to an ongoing dispute with certain holders of the Series B Preferred Stock, which is expected to be resolved through binding arbitration
in December 2023, such conversion has not been effectuated as of the date hereof. Holders of our Series B Preferred Stock have anti-dilution
rights protecting their interests in the Company from the issuance of any additional shares of capital stock for a two year period following
conversion of the Series B Preferred Stock calculated at the rate of 20% on a fully diluted basis.
On December 17, 2020, the
Company entered into a three-year consulting agreement with Leonard Tucker LLC (Tucker). Per the terms of the agreement,Tucker
received 2,000,000
shares of Series B Preferred Stock for services provided, which shares of Series B Preferred Stock are to be classified as mezzanine
equity until they are fully issued. As a result of the arbitrators April decision regarding the Companys litigation with
Tucker, April 15, 2024, Tucker does not hold any shares of Series B Preferred Stock. *See Note 13 Commitments and Contingencies
(Legal Proceedings)* below. The Series B Preferred Stock were cancelled and credited to additional paid in capital.
*Series C Preferred Stock*
On February 19, 2021, the Company amended
its Articles of Incorporation whereby 2,000,000 shares of preferred stock were designated Series C Convertible Preferred Stock. The holders
of the Series C Convertible Preferred Stock are entitled to 100 votes and shall vote together with the holders of common stock. Each share
of the Series C Convertible Preferred Stock automatically converted into ten shares of common stock on January 1, 2023; however, such
conversion has not been effectuated as of the date hereof.
****
**NOTE 12 WARRANTS**
January 26, 2023, the Company issued a total of 10,500,000
shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant to a
Securities Purchase Agreement signed on January 26, 2023, for total cash proceeds of $210,000. The warrants are exercisable for shares
of the Companys common stock at a price of $0.03 per share and expire three years from the date of issuance. Using the fair value
calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $134,836, which
has been accounted for in additional paid in capital.
On February 17, 2023, the investor under that certain
Securities Purchase Agreement (the February Purchase Agreement) purchased a senior convertible promissory note in the original
principal amount of $2,500,000
and a warrant to purchase 29,434,850shares
of the Companys common stock (the February Warrant). The February Warrant is exercisable for shares of the Companys
common stock at a price of $0.0389
per share and expires five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants
was calculated to determine the warrants recorded equity amount of $1,381,489
which has been accounted for in additional paid in capital. As consideration for additional funding, in May of 2023, the number of
warrants related to this note increased from 29,424,850 to 49,164,524. The additional warrants were fair valued and included as a discount
on the new tranche of funding.
On February 22, 2023, the Company entered into
and closed on those certain Securities Purchase Agreements with five (5) investors (the Reg. D Investors), pursuant to
which the Company issued 6,250,000 shares of common stock and warrants to purchase up to 6,250,000 additional shares of common stock
(the Reg. D Warrants) for total cash proceeds of $125,000. The Reg. D Warrants are exercisable for shares of the
Companys common stock at a price of $0.03 per share and expires three years from the date of issuance. Using the fair value
calculation, the relative fair value for the warrants was calculated to determine
the warrants recorded equity amount of $193,063 which has been accounted for in additional paid in capital.
| 41 | |
| | |
Pursuant to the February Purchase Agreement, on April
10, 2023, the Company issued a senior convertible promissory note in the original principal amount of $1,500,000
and warrants to purchase 17,660,911
shares of the Companys common stock (the April Warrants). The April Warrants are exercisable for shares of the Companys
common stock at a price of $0.0389
per share and expire five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants
was calculated to determine the warrants recorded equity amount of $587,384
which has been accounted for in additional paid in capital. As consideration for additional funding, in May of 2023, the number of
warrants related to the this note were increased from 17,660,911 to 29,498,714. The additional
warrants were fair valued and included as a discount on the new tranche(s) of funding.
On May 26, 2023, the Company entered into that certain
Securities Purchase Agreement (the May Purchase Agreement) with certain institutional investors (the May Investors),
pursuant to which the May Investors purchased senior convertible promissory notes in the aggregate original principal amount of $1,714,285.71
and warrants to purchase 44,069,041 shares of the Companys common stock (the May Warrants). The May Warrants are
exercisable for shares of the Companys common stock at a price of $0.0389 per share and expire five years from the date of issuance.
Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount
of $760,980 which has been accounted for in additional paid in capital.
On March 25, 2024, the Company entered into that certain
Securities Purchase Agreement with Walleye pursuant to which the Company warrants to purchase 102,701,837 shares of the Companys
common stock. The Warrants are exercisable for shares of the Companys common stock at a price of $0.03 per share and expire five
years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine
the warrants recorded equity amount of $575,690 which has been accounted for in additional paid in capital.
|
Schedule of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Number of
Warrants |
|
|
Weighted
Average
Exercise
Price |
|
|
Weighted Average
Remaining Contract Term |
|
Intrinsic Value | |
|
Outstanding, December 31, 2022 |
|
|
9,040,000 |
|
|
$ |
0.02 |
|
|
|
2.25 |
|
|
| |
|
Issued |
|
|
107,914,802 |
|
|
$ |
0.04 |
|
|
|
4.46 |
|
|
| |
|
Cancelled |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
| |
|
Exercised |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
| |
|
Outstanding, December 31, 2023 |
|
|
116,954,802 |
|
|
$ |
0.037 |
|
|
|
4.25 |
|
$ |
345,500 | |
|
Issued |
|
|
163,778,028 |
|
|
$ |
0.03 |
|
|
|
5 |
|
|
| |
|
Cancelled |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
| |
|
Exercised |
|
|
(2,181,818) |
|
|
$ |
|
|
|
|
|
|
|
| |
|
Outstanding, December 31, 2024 |
|
|
278,541,012 |
|
|
$ |
0.034 |
|
|
|
3.44 |
|
$ |
| |
**NOTE 13 COMMITMENTS AND CONTINGENCIES**
*Project Finance Arrangement*
On November 4, 2022, the Company entered into a consulting
agreement (the Agreement) with Edge Management, LLC (Edge), a services firm based in New York City. Under
the Agreement, Edge will assist us to develop, structure and implement project finance strategies (Project Finance) for
our clean energy installations around the world. Financing strategies will be in amounts and upon terms acceptable to us, and may include,
without limitation, common and preferred equity financing, mezzanine and other junior debt financing, and/or senior debt financing, including
but not limited to one or more bond offerings (Project Financing(s)). Under the Agreement, Edge is engaged as our exclusive
representative for Project Financing matters. Edge is entitled to receive a cash payment for any Project Financing involving as follows:
5% of the gross amount of the funding facilities (up to $500 million) of all forms approved by the lender (Lender) introduced
by Edge and or its affiliates and accepted by the Company on closing (Closing), 4% of the gross amount of the funding facilities
(for the tranche of funding ranging from $500,000,001 to $1,000,000,000) approved by the Lender introduced by Edge and or its affiliates
and accepted by the Company on Closing, and 3% of the subsequent gross amount ($1,000,000,001 and greater) of the funding facilities of
all forms approved by the Lender introduced by Edge and/or its
affiliates and accepted by the Company on Closing. In addition to the cash consulting fee, Edge shall be issued cashless, five-year warrants
equal to: 2% (at a strike price to be mutually determined by the Parties for the first tranche of funding, up to $500 million), 1% (at
a strike price to be mutually determined by the Parties for the tranche of funding ranging from $500,000,001 to $1,000,000,000), and 1%
(at a strike price to be mutually determined by the Parties for any and all subsequent Debt Funding ($1,000,000,001 and greater)) of the
outstanding common and preferred shares, warrants, options, and other forms of participation in the our Company on Closing.. The Agreement
has an initial term of one (1) year and is cancellable by either party on ninety (90) days written notice. There is no guarantee that
Edge will be successful in helping us obtain Project Financing.
| 42 | |
| | |
**Legal Proceedings**
Presently, except as described below, there are not
any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings
are known to the Company to be threatened or contemplated against it.
*Tucker*
On January 30, 2023, Leonard Tucker, LLC (Tucker),
one of the holders of the Companys Series B Convertible Non-Voting Preferred Stock (the Series B Preferred Stock)
filed an action against the Company (the Tucker Litigation) in the Second Judicial District Court of the State of Nevada
(Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific
performance and declaratory relief (the Tucker Complaint). The Tucker Litigation arose from the 3-year Consulting Agreement
the Company entered into with Tucker on December 17, 2020 (the Tucker Agreement), whereby Tucker agreed to perform certain
strategic and business development services to the Company in exchange for 2,000,000 shares of Series B Preferred Stock and a consulting
fee of $20,000 per month. The 2,000,000 shares of Series B Preferred Stock automatically converted into 20,000,000 shares of the Companys
common stock (the Common Stock) on January 1, 2023.
The Companys Transfer Agent was instructed
to not issue the shares of Common Stock because of the ongoing dispute between the Company and Tucker regarding Tuckers ability
to perform under the Tucker Agreement due to, among other things, the action filed by the SEC against Profile Solutions, Inc., Dan Oran
and Tucker on September 9, 2022 in the United States District Court Southern District of Florida (Case No. 1:22-cv-22881) alleging, among
other things, that Tucker violated Section 17(a)(1) and 17(a)(3) of the Securities Act of 1933, as amended (the Securities Act)
and aided and abetted violations of Section 10(b) and Rule 10-b5 under the Securities Exchange Act of 1934, as amended (the Exchange
Act). Tucker is seeking, among other things, that the Company issue the shares of Common Stock issuable upon conversion of the
Series B Preferred Stock pursuant to the Tucker Agreement. The Company is contesting all of the allegations set forth in the Tucker Complaint.
On February 24, 2023, the Company removed the Tucker Litigation to the United States District of Nevada (Case No. 2:23-cv-00296).
On February 27, 2023, the Company
filed counterclaims against Tucker and its principal, Leonard Tucker (the Company Complaint), wherein the Company sought
a judgment against Tucker declaring the Tucker Agreement unenforceable and invalid, as well as damages related to its claims for breach
of contract, breach of the implied covenant of good faith and fair dealing, fraud, and breach of duty against both Tucker and its principal.
On March 10, 2023, the parties subsequently stipulated to stay the Tucker Litigation to attend binding arbitration. On January 31, 2024,
the arbitrator entered an interim award in favor of the Company related to a discovery dispute in the arbitration for the sum of $19,625.
On January 25, 2024, the arbitrator
entered her decision (the Decision) regarding the parties relative liability in the Tucker Litigation. Overall, the
Decision concluded that the Company substantially prevailed on its claims, counterclaims, and defenses in the Tucker Litigation. First,
the Decision concluded that the Company prevailed on its claim that the Tucker Agreement is invalid and unenforceable; and further concluded
that the Company prevailed against Tucker on each of Tuckers causes of action based on the Tucker Agreement, including Tuckers
claims for breach of contract, breach of the breach of the implied covenant of good faith and fair dealing, specific performance, and
declaratory relief. Second, the Decision concluded no fraud or breach of duty with respect to Tucker and its principal; and further concluded
that Tucker may be entitled to retain the compensation paid by the Company for its services under an unjust enrichment theory, in an amount
to be determined. Based on the forgoing Decision, the arbitrator ordered the parties to the Tucker Litigation
to submit supplementary briefing regarding their respective available remedies.
| 43 | |
| | |
On April 15, 2024, the arbitrator
heard the parties arguments on the supplementary briefing regarding remedies and ruled (i) 100% of the shares issued to Tucker as compensation
under the Tucker Agreement be cancelled as a result of the Tucker Agreement being invalid and unenforceable and (ii) Tucker was entitled
to unjust enrichment damages in an amount equal to the monthly fee under the Tucker Agreement for the period of engagement until the Company
retained a licensed broker dealer to replace the services being performed under the Tucker Agreement.
As a result
of the arbitrators decision with respect to remedies, the Company paid Tucker the amount of $375, calculated as $20,000 fee owed
to Tucker, minus the $19,625 awarded to the Company.
*Trillium*
**
On November
1, 2024, Trillium filed a lawsuit in the United States District Court for the District of Nevada (Case No. 2:24-cv-02047) against the
Company and its transfer agent, ClearTrust as a relief defendant, seeking monetary damages, as well declaratory and injunctive relief
related to . On February 24, 2025, Trillium amended its complaint, adding Frank Benedetto, Mirador Consulting LLC and the following members
of the Companys board of directors as named defendants: Daniel Bates, Gregory Boehmer, Bart Fisher, and Dr. Michael Dorsey. In
its complaint, Trillium claims allege that Clean Vision defaulted on a convertible promissory note, and thereafter, in conjunction with
the other co-defendants, tortiously blocked Trilliums ability to convert shares under the convertible promissory note. Clean Vision
has countersued Trillium, seeking declaratory relief to adjudicate and declare the respective parties rights and obligations under
the convertible promissory note, if any. Daniel Bates and Gregory Boehmer have both filed motions to dismiss the claims against them.
In addition to the $174,933 penalty added to the principal and, increased interest rate, the Company has accrued a potential settlement
liability of $145,967.
**NOTE 14 OPERATING LEASE**
****
The Company entered into a Motor Vehicle Lease Agreement (Vehicle Lease)
on December 22, 2024. Amount due at signing is $10,526 followed by thirty-six monthly payments of $1,173.54, for total payments of $42,247.44.
Adoption of Accounting Standard Update (ASU)
2016-02, *Leases* (Topic 842), resulted in recording an initial right-of-use (ROU) assets and operating lease liabilities
of $45,467 on May 1, 2022.
|
Schedule of assets and operating lease liabilities | |
| |
| | | |
|
Asset | |
Balance Sheet Classification | |
December31, 2024 | |
|
Operating lease asset | |
Right of use asset | |
$ | 45,467 | | |
|
Total lease asset | |
| |
$ | 45,467 | | |
|
| |
| |
| | | |
|
Liability | |
| |
| | | |
|
Operating lease liability current portion | |
Current operating lease liability | |
$ | 11,814 | | |
|
Operating lease liability noncurrent portion | |
Long-term operating lease liability | |
| 31,353 | | |
|
Total lease liability | |
| |
$ | 43,167 | | |
****
**NOTE
15 INCOME TAX**
****
Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting
Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used.
Net deferred tax assets consist of the following components
as of December 31:
|
Schedule of deferred tax assets and liabilities | |
| | | |
| | | |
|
| |
2024 | |
2023 | |
|
Deferred Tax Assets: | |
| | | |
| | | |
|
NOL Carryover | |
$ | (14,377,000 | ) | |
$ | (8,522,371 | ) | |
|
Payroll accrual | |
| 125,100 | | |
| 72,200 | | |
|
Deferred tax liabilities: | |
| | | |
| | | |
|
Less valuation allowance | |
| 14,251,900 | | |
| 8,450,171 | | |
|
Net deferred tax assets | |
$ | | | |
$ | | | |
The income tax provision differs from the amount of income tax determined
by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, due to the
following:
|
Schedule of components of income tax expense | |
| | | |
| | | |
|
| |
2024 | |
2023 | |
|
Book loss | |
$ | (2,978,300 | ) | |
$ | (3,023,500 | ) | |
|
Other nondeductible expenses | |
| 1,695,800 | | |
| 2,013,800 | | |
|
Related party accrual | |
| | | |
| | | |
|
Valuation allowance | |
| 1,282,500 | | |
| 1,009,700 | | |
|
Total income tax expense | |
$ | | | |
$ | | | |
At December 31, 2024, the Company had net operating
loss carry forwards of approximately $14,377,000
that may be offset against future taxable income. NOLs from tax years up to 2017 can be carried forward twenty years. Under
the CARES Act, the Company can carry forward NOLs indefinitely for NOLs generated in a tax year beginning after 2017, that remain after
they are carried back to tax years in the five-year carryback period. No tax benefit has been reported in the December 31, 2024,
financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
The Company operates in multiple foreign jurisdictions
and may be subject to foreign income taxes. The provision for income taxes does not included and possible taxes levied by foreign governments.
Due to the change in ownership provisions of the Tax
Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should
a change in ownership occur, net operating loss carry forwards may be limited as to
use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by
tax authorities for years before 2016.
| 44 | |
| | |
**NOTE
16 DISCONTINUED OPERATIONS**
****
In accordance with the provisions of ASC 205-20,*Presentation
of Financial Statements*, we have separately reported the liabilities of the discontinued operations in the consolidated balance sheets.
The liabilities have been reflected as
discontinued operations in the consolidated balance
sheets as of December 31, 2024 and 2023, and consist of the following:
|
Schedule of discontinued operations | |
| | | |
| | | |
|
| |
December 31, 2024 | |
December 31, 2023 | |
|
Current Liabilities of Discontinued Operations: | |
| | | |
| | | |
|
Accounts payable | |
$ | 49,159 | | |
$ | 49,159 | | |
|
Accrued expenses | |
| 6,923 | | |
| 6,923 | | |
|
Loans payable | |
| 11,011 | | |
| 11,011 | | |
|
Total Current Liabilities of Discontinued Operations: | |
$ | 67,093 | | |
$ | 67,093 | | |
**NOTE
17 SUBSEQUENT EVENTS**
In accordance with SFAS 165 (ASC 855-10)
management has performed an evaluation of subsequent events through the date of filing and has determined that it has the following material
subsequent events to disclose in these consolidated financial statements.
On January 31, 2025, the Companys transfer
agent issued the 7,500,000 commitment shares of common stock due to GS Capital.
On February 6, 2025, the Companys
transfer agent issued the 30,000,000
shares of common stock granted to Mr. Bates on December 12, 2024.
On February 6, 2025, the Companys
transfer agent issued the 4,000,000
shares of common stock granted to Ms. Boulds on December 12, 2024.
On February 6, 2025, the Companys
transfer agent issued the 4,000,000
shares of common stock granted to Ms. Harris on December 12, 2024.
On February 6, 2025 the Companys
transfer agent issued the 12,000,000
shares of common stock granted to its directors on December 12, 2024.
On February 6, 2025, the Companys
transfer agent issued the 50,500,000
shares of common stock granted to its service providers and employees on December 12, 2024.
On February 6, 2025, the Companys
transfer agent issued the 6,896,552
shares of common stock purchase on August 23, 2024.
On February 14, 2025, The Company issued 2,000,000
shares of common stock each to GS Capital and ClearThink for commitment shares pursuant to the terms of promissory notes that were issued
in 2024.
On February 24, 2025, the Companys
transfer agent issued 10,000,000
shares of common stock due for the Dorado Purchase Agreement as of December 24, 2024.
On March 11, 2025, the Company issued a Promissory
Note to Dan Bates, CEO, for $100,000. The note bears interest at 8% and matures on March 11, 2026.
On March 26, 2025, the Company issued a Promissory
Note to Dan Bates, CEO, for $250,000. The note bears interest at 8% and matures on March 26, 2026.
Subsequent to December 31, 2024, the Company
issued 7,396,000 shares of common stock for services.
Subsequent to December 31, 2024, ClearThink
converted $45,000
of principal into 4,500,000
shares of common stock. In addition, the Companys transfer agent issued the 14,568,254
shares of common stock due for prior conversions as of December 31, 2024.
Subsequent to December 31, 2024, Coventry
converted $104,055 of principal into 10,808,085 shares of common stock.
| 45 | |
| | |
**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE**
None.
**ITEM 9A. CONTROLS AND PROCEDURES**
**a) Evaluation of Disclosure Controls and Procedures**
**a) Evaluation of Disclosure Controls and Procedures**
As of December 31, 2024, our Chief Executive Officer
and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures,
as required by Exchange Act Rule 13a-15. Management has identified material weaknesses in our internal control over financial reporting.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures
were not effective as of the end of the period covered by this report. Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed
under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer,
to allow timely decisions regarding required disclosure.
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 Companys 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 December 31, 2024, the Company determined that there were control
deficiencies that constituted material weaknesses, as described below.
**b) Managements Annual Report on Internal
Control Over Financial Reporting**
Our management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange
Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive
officer and chief financial officer, or persons performing similar functions, and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles generally accepted in the United States of America (GAAP). Our internal
control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and disposition of the assets of the Company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and
expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys
assets that could have a material effect on the financial statements.
Management conducted an evaluation of the effectiveness
of our control over financial reporting based on the 2013 framework in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over
financial reporting was not effective as of December 31, 2024. During the year ended December 31, 2024, management identified the following
material weaknesses.
|
|
|
Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions. | |
|
|
|
Due to our size and scope of operations, we currently do not have an independent audit committee in place. | |
|
|
|
| |
|
|
|
Due to our size and
limited resources, we lack a sufficient system of overall internal controls and the ability to properly document a complete assessment
of the effectiveness of the design and operation of our internal control over financial reporting. | |
| 46 | |
| | |
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate. A control system, no matter how well designed and operated, can provide only reasonable, but not
absolute, assurance that the control systems objectives will be met. 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 cost.
Pursuant to Regulation S-K Item 308(b), as the Company
is not an accelerated filer nor a large accelerated filer, this Annual Report does not include an attestation report of our companys
registered public accounting firm regarding internal control over financial reporting.
**c) Changes in Internal Control over Financial
Reporting**
During the year ended December 31, 2024, there were
no changes in our internal controls over financial reporting, which were identified in connection with our managements evaluation
required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that materially affected, or is reasonably likely to have
a materially affect, on our internal control over financial reporting.
**ITEM 9B. OTHER INFORMATION**
None.
**ITEM 9C. DISCLOSURE REGARDING
FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS**
Not applicable.
**PART III**
The information required by Part III is omitted from
this Annual Report in that we will file a definitive proxy statement pursuant to Regulation 14A with respect to our 2025 Annual Meeting
(the Proxy Statement) on the date hereof and certain information included therein is incorporated herein by reference. Only
those sections of the Proxy Statement which specifically address the items set forth herein are incorporated by reference.
**Item 10. Directors, Executive
Officers and Corporate Governance**
The following sets forth information regarding individuals who are currently
serving as directors and/or executive officers as of December 31, 2024.
|
Name |
|
Age |
|
Position | |
|
Daniel Bates |
|
|
67 |
|
|
Chairman, Chief Executive Officer, President and Director | |
|
Rachel Boulds |
|
|
55 |
|
|
Chief Financial Officer | |
|
Daniel Harris |
|
|
61 |
|
|
Chief Revenue Officer | |
|
Dr. Michael Dorsey |
|
|
52 |
|
|
Independent Director | |
|
Gregory Michael Boehmer |
|
|
56 |
|
|
Independent Director | |
|
Bart Fisher |
|
|
80 |
|
|
Independent Director | |
**Daniel Bates***- **Chief Executive
Officer and Chairman***
Mr. Bates has been our Chief Executive Officer
and has served on the Board since May 27, 2020. Mr. Bates was appointed as our President, Secretary and Treasurer on July 20, 2022.
Previously, from June 2014 to August 2019, Mr. Bates served as the CEO and President of ImpactPPA, an innovative renewable energy
company providing blockchain technologies to solve the challenging problems
commonly seen in the environment of distributed energy solutions globally. Mr. Bates has spent more than a decade in the renewable energy
industry serving as the CEO of WindStream.
| 47 | |
| | |
Prior to starting WindStream, Mr. Bates spent 15 years
in the technology sector and has launched successful technology ventures in both hardware and software. Mr. Bates first technology
venture, Extreme Audio Reality (EAR), which was formed in 1990, developed and patented the first interactive audio API for game developers,
designed for the PC, and set-top box gaming arena. EAR successfully licensed its products to all major game publishers including Electronic
Arts, Activision, Id Software, Ubisoft and many others. After EAR, Mr. Bates founded Avant Interactive (Avant) in 1997,
which developed a neural net and AI based technology for object recognition, creating a patented interactive video solution for content
owners, publishers, and advertisers. Avant was the market leader in this emerging sector, holding licenses and/or contracts with many
of the Fortune 100 companies, television and cable networks, ad agencies as well as developing proprietary applications for the U.S. Army.
Mr. Bates earned an Associates of Arts degree in Business Administration from Humboldt State University.
****
We believe that Mr. Bates is highly qualified to serve
as a member of the Board and our management team due to his significant experience in the renewable energy industry and understanding
of emerging markets and finance.
****
**Rachel Boulds***- **Chief Financial
Officer***
Ms. Boulds has served as the Companys Chief
Financial Officer since May 1, 2022. Ms. Boulds currently works for the Company on a part-time basis (spending approximately 80% of her
time working for the Company) while also operating her sole accounting practice which she has led since 2009 and which provides all aspects
of consulting and accounting services to clients, including the preparation of full disclosure financial statements for public companies
to comply with GAAP and SEC requirements. Ms. Boulds also currently provides outsourced chief financial officer services for two other
companies. From August 2004 through July 2009, she was employed as a Senior Auditor for HJ & Associates, LLC, where she performed
audits and reviews of public and private companies, including the preparation of financial statements to comply with GAAP and SEC requirements.
From 2003 through 2004, Ms. Boulds was employed as a Senior Auditor at Mohler, Nixon and Williams. From September 2001 through July 2003,
Ms. Boulds worked as an ABAS Associate for PriceWaterhouseCoopers LLP. From April 2000 through February 2001, Ms. Boulds was employed
as an e-commerce Accountant for the Walt Disney Groups GO.com. Ms. Boulds earned a B.S. in Accounting from San Jose University
in 2001 and is licensed as a CPA in the State of Utah.
**Daniel C. Harris***- **Chief Revenue
Officer***
Mr. Harris has served as the Companys Chief
Revenue Officer since June 2022, has served as the VP of Business Development of the Companys subsidiary, Clean-Seas, since October
2021 and Chief Executive Officer of the Companys subsidiary, Clean-Seas Morocco, since May 2023. From 2013 through 2017, Mr. Harris
served as the Executive Vice President of Windstream Technologies, Inc., and from 2017 through 2019, Mr. Harris was a franchisee of Patrice
& Associates. Mr. Harris is currently dedicated to the global expansion efforts of Clean-Seas Plastic Conversion Network by
focusing on establishing new locations and partnerships for its pyrolysis facilities. Mr. Harris has over 20 years of experience in the
competitive energy space. Prior to his roles with the Company, Mr. Harris served as Executive Vice President of Global Sales at WindStream,
focusing on large commercial installations of renewable energy systems (integrated wind and solar). Preceding his tenure at WindStream,
Mr. Harris served as Executive Vice President of Sales at Glacial Energy, a nationwide provider of retail electricity and natural gas
for commercial, industrial, and institutional customers. In addition to his experience in the energy field, he had a successful 20 year
career in the telecommunications industry, holding numerous high-level positions in General Management and Sales and Operations Management
with telecommunications service providers such as Winstar Communications, Telseon, and Teleport Communications. Mr. Harris holds a Bachelor
of Arts degree in both Telecommunications Management and Marketing from Syracuse University.
**Dr. Michael Dorsey***- **Director***
Dr. Dorsey has served as a member of the Board since
September 2021. He is a recognized expert on global energy, environment, finance and sustainability matters, having worked with governments
and heads of state around the world. Dr. Dorsey was appointed to the EPAs National Advisory Committee (NAC) in 2010, 2012 and 2014.
Further, in 2014, a specialized unit of the United Nations Conference
on Trade and Development (UNCTAD) designated Dr. Dorsey advisor on climate, energy sustainability and SIDS (Small Island Developing
States).
| 48 | |
| | |
Dr. Dorsey has published dozens of scholarly and lay
articles on a variety of environment, development, pollution prevention and sustainability matters, and has appeared in multiple TV and
radio shows and print publications. Dr. Dorsey is a member of several non-profit boards and was a faculty member in various universities
around the world.
Dr. Dorsey presently serves as a director at Michigan
Environmental Council, where he has served since 2019, as well as at Univergy Solar since 2017, where he is also a partner. Dr. Dorseys
employment history also includes: a limited partner at Ibursun, 2019 to present; co-founder and treasurer at Sunrise Movement, 2017 to
present; partner at Pahal Solar, 2019 to present; advisor at ImpactPPA 2018 to 2020; full member at Club of Rome, 2013 to present; member
at Progress with Friends, 2006 to present; and co-founder at DetroitxPAC, 2013 to present. Dr. Dorsey earned an undergraduate degree from
the University of Michigan, a Master of Forest Science from Yale University, an MA in anthropology from Johns Hopkins University and a
Ph.D. in environmental policy from the University of Michigan.
We believe that Dr. Dorsey is highly qualified to
serve as a member of the Board due to his significant experience in global renewable energy markets and government policy sectors.
**Gregory Michael Boehmer***- **Director***
****
Mr. Boehmer has served as a member of the Board since
October 3, 2022, and has been supporting the Clean Vision Corp. as a consultant since 2021.Mr. Boehmer has over 12 years of experience
helping public companies with their fiscal, compliance and regulatory needs. He has a B.S. degree from the University of Dayton (OH) and
a Masters Degree in Human Resource Management from Towson University (MD).
After achieving success with a few OTC Pink Sheet
companies in 2009-10, Mr. Boehmer opened his consulting firm, Layne Michael Consulting, LLC, in 2011, where he currently still works,
in an effort to provide general public company management, investor relations, corporate communications and compliance services to companies
struggling with compliance and or public relations issues at rates far more affordable than larger firms were able to offer.
We believe that Mr. Boehmer is highly qualified to
serve as a member of the Board due to his years of experience and expertise in working with publicly traded companies and building development
stage companies.
**Bart
Fisher - Director**
****
Mr. Fisher
has served as a member of the Board since January 18, 2023. Mr. Fisher brings 50 years experience as an attorney and investment
banker specializing in high profile international corporate litigation and complex transnational financial transactions. As an attorney,
Mr. Fisher has served as Managing Partner of the Law Office of Bart S. Fisher and is a member of the District of Columbia Bar. From 1972
through April 1994, he practiced law with Patton Boggs LLP in Washington, D.C., where he was a partner as of January 1, 1978. He has also
been a partner at Arent Fox Kintner Plotkin & Kahn (1994-1995), and Of Counsel with Porter, Wright, Morris & Arthur (1996-2001),
Bryan Cave (2002) and Dorsey & Whitney (2003-2004). In his dual career as an investment banker, he serves as Managing Partner of JJ&B,
LLC, a boutique investment bank located in Washington, D.C., Chairman of Omni Advisors LLC, a D.C. and NY-based investment bank, and Chairman
of Capital Commodities, LLC.
Mr. Fisher earned his undergraduate degree from Washington
University (St. Louis), an MA and Ph.D. in international relations from Johns Hopkins School of Advanced International Studies, and a
J.D. from Harvard Law School. He has been nominated twice for the Nobel Prizes in Peace (2019) and Medicine (2020). Throughout his career,
Mr. Fisher has been a prolific published author, frequent teacher and university lecturer, and a force for successfully advancing health
care and philanthropy.
We believe that Mr. Fisher is highly qualified to
serve as a member of the Board due to his significant experience in the legal and investment banking industries.
****
| 49 | |
| | |
**Delinquent Section 16(a) Reports**
Section 16(a) of the Securities Exchange Act of 1934,
as amended, requires the Companys officers and directors, and persons who own more than 10% of a registered class of the Companys
equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors
and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of copies of such forms
received by it, or written representations from certain reporting persons, the Company believes that, during the fiscal year ended December
31, 2024, all of its officers, directors and 10% stockholders complied with all Section 16(a) timely filing requirements.
**Corporate Governance**
**Family Relationships amongst Directors and Officers**
There are no family relationships among our directors
and executive officers.
**Arrangements between Officers and Directors**
To our knowledge, there is no arrangement or understanding
between any of our officers and directors and any other person, including officers and directors, pursuant to which the officer was selected
to serve as an officer or director.
**
**Involvement in Certain Legal Proceedings**
None of our executive officers or directors has been
involved in any of the following events during the past ten years, except as described under Business Experience, above:
(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named subject
to a pending criminal proceeding (excluding traffic violations and minor offenses); (3) being subject to any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court
of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state
securities or commodities law; (5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment,
decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities
or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies, including, but
not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent
cease-and-desist order, or removal or prohibition order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection
with any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated,
of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section
(1a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority
over its members or persons associated with a member.
****
**Board Leadership Structure**
The Board has the responsibility for selecting our
appropriate leadership structure. In making leadership structure determinations, the Board considers many factors, including the specific
needs of our business and what is in the best interests of our stockholders. Mr. Daniel Bates serves as Chairman and CEO. The Board does
not have a policy as to whether the Chairman should be an independent director, an affiliated director, or a member of management. The
Board believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks
and therefore do not materially affect its choice of structure.
**Risk Oversight**
Effective risk oversight is an important priority
of the Board. Because risks are considered in virtually every business decision, the Board discusses risk throughout the year generally
or in connection with specific proposed actions. The Boards approach to risk oversight includes
understanding the critical risks in the Companys business and strategy, evaluating the Companys risk management processes,
allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities.
The directors exercise direct oversight of strategic risks to the Company.
| 50 | |
| | |
Once established, our Audit Committee will review
and assess the Companys processes to manage business and financial risk and financial reporting risk. It also reviews the Companys
policies for risk assessment and assesses steps management has taken to control significant risks.
**Other Directorships**
No director of the Company is also a director of an
issuer with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports
under the Exchange Act).
**Committees of the Board**
**
The Board does
not currently have any committees established.
**Policy on Equity Ownership**
**
The Company does not have a policy on equity ownership
at this time.
**Controlled Company**
Daniel Bates, our CEO and
Chairman, holds 2,000,000 shares of Series C Preferred Stock that, pursuant to the Certificate of Designation of Series C Convertible
Preferred Stock (the Series C COD), automatically converted into 20,000,000 shares of Common Stock on January 1, 2023; however,
although the shares of Common Stock thereunder have not been formally issued as of the date hereof, the shares of Series C Preferred Stock
are no longer outstanding. Pursuant to the Series C Preferred COD, the Series C Preferred Stock votes together with our Common Stock on
all stockholder matters at a rate of one hundred Common Stock votes per share of Series C Preferred Stock held (the Series C Preferred
Stock Voting Preference).
While Mr. Bates no longer has the contractual right
to the Series C Preferred Stock Voting Preference, if it is determined that Mr. Bates still holds such right pursuant to the Series C
COD, Mr. Bates will be able to influence our management and affairs and control the outcome of matters submitted to our stockholders for
approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.
**Code of Ethics**
We have not adopted a Code
of Ethical Business Conduct (Code of Ethics) that applies to all of our directors, officers and employees. Once adopted,
the Code of Ethics will be available on our website at https://www.cleanvisioncorp.com. We intend to disclose any amendments to our Code
of Ethics and any waivers with respect to our Code of Ethics granted to our principal executive officer, our principal financial officer,
or any of our other employees performing similar functions in a Current Report on Form 8-K.
**Item 11. Executive Compensation**
The table and discussion below present compensation
information for our executive officers as of December 31, 2024, which we refer to as our named executive officers:
|
|
|
Daniel Bates, our Chairman of the Board of Directors, President, Chief Executive Officer and Secretary. | |
|
|
|
Rachel Boulds, our Chief Financial Officer. | |
|
|
|
Daniel Harris, Chief Resource Officer. | |
| 51 | |
| | |
|
Name and Principal Position |
|
Year |
|
Salary
($) |
|
Bonus
($) |
|
Stock Awards
($)(1) |
|
Option Awards
($) |
|
Non-Equity Incentive Plan Compensation
($) |
|
Nonqualified
Deferred
Compensation
Earnings
($) |
|
All Other Compensation
($)(2) |
|
Total |
| |
|
Daniel Bates |
|
|
2024 |
|
|
$ |
240,000 |
|
|
$ |
0 |
|
|
$ |
510,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
750,000 |
| |
|
CEO |
|
|
2023 |
|
|
$ |
240,000 |
|
|
$ |
0 |
|
|
$ |
788,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,028,000 |
| |
|
Rachel Boulds |
|
|
2024 |
|
|
$ |
70,000 |
|
|
$ |
0 |
|
|
$ |
68,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
138,000 |
| |
|
CFO |
|
|
2023 |
|
|
$ |
90,000 |
|
|
$ |
0 |
|
|
$ |
157,600 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
227,600 |
| |
|
Daniel Harris |
|
|
2024 |
|
|
$ |
120,000 |
|
|
$ |
0 |
|
|
$ |
68,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
188,000 |
| |
|
CRO |
|
|
2023 |
|
|
$ |
90,000 |
|
|
$ |
0 |
|
|
$ |
163,309 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
253,309 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
(1) |
In accordance with SEC rules, this column reflects the aggregate fair value of the stock awards granted during the respective fiscal year computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (ASC 718). The valuation assumptions used in determining such amounts are described in Note 8 to our consolidated financial statements included elsewhere in this Annual Report. | |
|
|
(2) |
Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned any non-equity incentive plan compensation, nonqualified deferred compensation, or other compensation, during the periods reported above. | |
**Outstanding Equity Awards at Fiscal Year-End**
The Company: (i) did not grant any stock options to
its executive officers or directors during the years ended December 31, 2024 and 2023; (ii) did not have any outstanding equity awards
as of December 31, 2024; and (iii) had no options exercised by its Named Executive Officers in the fiscal years ending December 31, 2024
and 2023.
**Compensation of Directors**
**
The following table sets
forth summary information concerning the compensation we paid to non-executive directors during the years ended December 31, 2024 and
2023.
|
Name and Principal Position |
|
Year |
|
Fees Earned or Paid in Cash
($) |
|
Stock Awards
($) |
|
Non-Equity Incentive Plan Compensation
($) |
|
Nonqualified
Deferred
Compensation
Earnings
($) |
|
All Other Compensation
($) |
|
Total | |
|
Dr. Michael Dorsey |
|
|
2024 |
|
|
$ |
18,000 |
|
|
$68,000 |
|
$ |
0 |
|
|
$0 |
|
$ |
0 |
|
|
$86,000 | |
|
|
|
|
2023 |
|
|
$ |
18,000 |
|
|
$157,600 |
|
$ |
0 |
|
|
$0 |
|
$ |
0 |
|
|
$175,600 | |
|
Gregory Boehmer |
|
|
2024 |
|
|
$ |
18,000 |
|
|
$68,000 |
|
$ |
0 |
|
|
$0 |
|
$ |
0 |
|
|
$86,000 | |
|
|
|
|
2023 |
|
|
$ |
18,000 |
|
|
$157,600 |
|
$ |
0 |
|
|
$0 |
|
$ |
0 |
|
|
$175,600 | |
|
Bart Fisher |
|
|
2024 |
|
|
$ |
18,000 |
|
|
$68,000 |
|
$ |
0 |
|
|
$0 |
|
$ |
0 |
|
|
$86,000 | |
|
|
|
|
2023 |
|
|
$ |
18,000 |
|
|
$218,600 |
|
$ |
0 |
|
|
$0 |
|
$ |
0 |
|
|
$236,600 | |
The table above does not include the amount of any
expense reimbursements paid to the above directors. No directors received any Non-Equity Incentive Plan Compensation, Change in Pension
Value and Nonqualified Deferred Compensation Earnings during the period presented. Does not include perquisites and other personal benefits,
or property, unless the aggregate amount of such compensation is more than $10,000.
| 52 | |
| | |
**Outstanding Equity Awards at the End of the Fiscal Year**
We do not currently have any equity compensation plans and therefore no
equity awards were outstanding as of December 31, 2024.
**Stock Option Grants**
We have not granted any stock options to our executive officers or directors.
**Employment Agreements**
*Daniel Bates*
**
We entered into an employment agreement with Daniel
Bates (the Bates Employment Agreement) on May 27, 2020, for a term of three years. Under the Bates Employment Agreement,
Mr. Bates serves as our Chief Executive Officer and President. He receives a monthly base salary of $20,000, provided that $7,500 per
month is deferred until we raise a minimum of $250,000 in a financing, which financing was raised in February 2021. Mr. Bates is also
eligible to receive a quarterly revenue bonus of 10% of our consolidated gross revenue for such quarter, which shall be paid in cash or
Common Stock, as determined by the Board (the Revenue Bonus).
The Bates Employment Agreement provides that Mr. Bates
is eligible to participate in our employee stock option plan, life, health, accident, disability insurance plans, pension plans and retirement
plans, in effect from time to time, to the extent and on such terms and conditions as we customarily make such plans available to our
senior executives. In addition, he is entitled to three weeks of paid vacation per year.
The Bates Employment Agreement provides that it shall
continue until terminated (i) upon the death of Mr. Bates; (ii) upon the delivery to Mr. Bates of written notice of termination by us
if Mr. Bates suffers a physical or mental disability rendering, in the Boards reasonable judgment, Mr. Bates unable to perform
his duties and obligations under the Bates Employment Agreement for either 90 consecutive days or 190 days in any 12-month period; (iii)
upon delivery to Mr. Bates of written notice of termination by us for Cause, as such term is defined in the Bates Employment Agreement;
or (iv) upon delivery of written notice from Mr. Bates to us for Good Reason, as such term is defined in the Bates Employment Agreement.
The Bates Employment Agreement also provided that until we have obtained $2,000,000 in gross proceeds from a financing or series of financings
the Bates Employment Agreement may be terminated by either party on thirty (30) days notice, which financing was obtained and therefore
the Bates Employment Agreement can no longer be terminated on thirty (30) days notice.
Mr. Bates is bound by certain confidentiality provisions
pursuant to the Bates Employment Agreement.
If Mr. Bates employment is terminated for Good
Reason, in addition to paying Mr. Bates all outstanding sums due and owing to him at the time of separation, we are also required to pay
Mr. Bates an amount equal to six (6) months of his then-current Base Salary in the form of salary continuation (the Severance
Payments), plus payment of the medical insurance premium for Mr. Bates and his family.
Notwithstanding the reason for Mr. Bates termination
he is entitled to: (i) all benefits payable under the applicable benefit plans through the date of termination, (ii) any accrued but unused
vacation earned by Mr. Bates through the date of termination; (iii) reimbursement for any business expenses incurred by Mr. Bates prior
to the date of termination; and (iv) the prorated portion of any Revenue Bonus to which he is entitled.
The receipt of any termination benefits described
above is subject to Mr. Bates execution of a release of claims in favor of us.
In the event of Mr. Bates termination due to
death or disability, Mr. Bates or his estate shall be entitled to all severance benefits (including, without limitation, the Severance
Payments) as well as retaining any options vested as of the date of termination.
| 53 | |
| | |
Effective as of February 9, 2021, the Bates Employment
Agreement was amended for purposes of extending the term to five years, expiring on May 27, 2025, and issuing Mr. Bates 2,000,000 shares
of our Series C Preferred Stock.
*Rachel Boulds*
The Company entered into a consulting agreement with
Rachel Boulds, effective as of May 1, 2021, (the Boulds Consulting Agreement) to serve as part-time Chief Financial
Officer for compensation of $5,000 per month. Compensation was increased
to $7,500 per month in June 2023.
*Daniel Harris*
The Company entered into a consulting agreement
with Daniel Harris, effective as of May 1, 2021, (the Harris Consulting Agreement) to serve as Chief Revenue Officer
for compensation of $7,500 per month. Compensation was increased to $10,000 per month in June 2023.
**Item 12. Security Ownership
of Certain Beneficial Owners, Management and Related Stockholder Matters**.
The following table sets forth certain information,
as of April 1, 2025 with respect to the beneficial ownership of the outstanding Common Stock by (i) any holder of more than five (5%)
percent of our Common Stock; (ii) each of the Companys executive officers and directors; and (iii) the Companys directors
and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment
power over the shares beneficially owned. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment
power over the shares beneficially owned.
Beneficial ownership is determined in accordance with
the rules of the SEC and includes voting and/or investing power with respect to securities. These rules generally provide that shares
of Common Stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable
or convertible within 60 days of the Date of Determination, are deemed to be outstanding and to be beneficially owned by the person or
group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person
or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
To our knowledge, except as indicated in the footnotes
to this table and pursuant to applicable community property laws, as of the Date of Determination, (a) the persons named in the table
have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to applicable
community property laws; and (b) no person owns more than 5% of our Common Stock. Unless otherwise indicated, the address for each of
the officers or directors listed in the table below is 2006 N. Sepulveda Blvd., Suite #1051, Manhattan Beach, California 90266.
We have determined beneficial ownership in accordance
with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise
indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect
to all shares that they beneficially owned, subject to community property laws where applicable. The information does not necessarily
indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Exchange Act.
| 54 | |
| | |
|
|
|
Shares Beneficially Owned(1) |
|
Percentage Ownership | |
|
Executive Officers and Directors |
|
|
|
|
|
|
|
| |
|
Daniel Bates(2) |
|
|
77,125,000 |
|
|
|
7.9 |
% | |
|
Rachel Boulds |
|
|
10,625,000 |
|
|
|
1.1 |
% | |
|
Dr. Michael Dorsey |
|
|
10,625,000 |
|
|
|
1.1 |
% | |
|
Gregory Boehmer |
|
|
11,150,000 |
|
|
|
1.1 |
% | |
|
Daniel Harris |
|
|
11,493,761 |
|
|
|
1.2 |
% | |
|
Bart Fisher |
|
|
8,525,000 |
|
|
|
* |
% | |
|
All current directors and officers as a group (6 persons) |
|
|
129,543,761 |
|
|
|
12.4 |
% | |
|
|
|
*Less than 1% | |
|
|
(1) |
Based on 973,774,482 shares of Common Stock outstanding as of April 1, 2025. Under the rules of the SEC, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or direct the voting of such security or the power to dispose or direct the disposition of such security. Unless otherwise indicated by footnote, the named entities or individuals have sole voting and investment power with respect to the shares of Common Stock beneficially owned. | |
|
|
|
| |
|
|
(2) |
Includes 20,000,000 shares of Common Stock to be issued upon conversion of the Series C Preferred Stock owned by Mr. Bates, which conversion automatically occurred on January 1, 2023, but has not been effectuated as of August 15, 2024. | |
**Item 13. Certain Relationships,
Related Transactions and Director Independence**
Except as discussed below and the executive compensation
arrangements described in the section titled Executive Compensation, since January 1, 2022, in which the amount involved
in the transaction exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at the year-end for
the fiscal years ended December 31, 2024 and 2023, and in which any director, executive officer, holder of more than 5% of our common
stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest (any such
transaction, a related party transaction).
The Company issued to Mr. Bates three separate promissory
notes, on: (1) August 1, 2022, for $1,000; (2) September 15, 2022, for $35,040; and (3) October 6, 2022, for $1,000. The notes bear interest
at 8% and are due on demand. As of December 31, 2022, the Company repaid $20,000, for a balance due of principal and interest of $26,040
and $977. As of December 31, 2023, Mr. Bates loaned the Company an additional $5,000 and was repaid $31,040 and $1,870 of principal and
interest, respectively. As of December 31, 2023, the balance due of principal and interest is $0.
**Review, Approval and Ratification of Related
Party Transactions**
The Board recognizes the fact that transactions with
related persons present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof). The
Board currently plans to adopt a written policy on transactions with related persons that is in conformity with the requirements for issuers
having publicly held Common Stock that is listed on Nasdaq. We anticipate that under the new policy:
|
|
|
any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by the Audit Committee; and | |
|
|
|
| |
|
|
|
any employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the Board or recommended by the compensation committee to the Board for its approval. | |
| 55 | |
| | |
In connection with the review and approval or ratification
of a related person transaction:
|
|
|
management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related persons direct or indirect interest in, or relationship to, the related person transaction; | |
|
|
|
| |
|
|
|
management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction; | |
|
|
|
| |
|
|
|
management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with the Securities Act and the Exchange Act and related rules; and | |
|
|
|
| |
|
|
|
management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a personal loan for purposes of Section 402 of the Sarbanes-Oxley Act. | |
In addition, we anticipate the related person transaction
policy will provide that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a
related person transaction involving a non-employee director, should consider whether such transaction would compromise the directors
status as an independent, outside, or non-employee director, as applicable, under the rules
and regulations of the SEC, Nasdaq, and the Code of Ethics.
In addition, our Code Ethics, once adopted, will apply
to all of our employees, officers and directors, will require that all employees, officers and directors avoid any conflict, or the appearance
of a conflict, between an individuals personal interests and our interests.
**Conflicts Related to Other Business Activities**
The persons serving as our officers and directors
have existing responsibilities and, in the future, may have additional responsibilities, to provide management and services to other entities
in addition to us. As a result, conflicts of interest between us and the other activities of those persons may occur from time to time.
We will attempt to resolve any such conflicts of interest
in our favor. Our officers and directors are accountable to us and our stockholders as fiduciaries, which requires that such officers
and directors exercise good faith and integrity in handling our affairs. A stockholder may be able to institute legal action on our behalf
or on behalf of that stockholder and all other similarly situated stockholders to recover damages or for other relief in cases of the
resolution of conflicts in any manner prejudicial to us.
**Item 14. Principal Accounting
Fees and Services**
Fruci & Associates II, PLLC, was the Companys
independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2023. As discussed in greater detail below,
the following table shows the fees paid or accrued by us to Fruci & Associates II, PLLC during the fiscal years ended December 31,
2024 and 2023:
|
Type of Service |
|
2024 |
|
2023 | |
|
Audit Fees |
|
$ |
95,172 |
|
|
$ |
55,389 |
| |
|
Audit-Related Fees |
|
|
|
|
|
|
|
| |
|
Tax Fees |
|
|
|
|
|
|
|
| |
|
Other Fees |
|
|
|
|
|
|
|
| |
|
Total |
|
$ |
95,172 |
|
|
$ |
55,389 |
| |
****
Audit Fees relate to fees and expenses
billed by Fruci & Associates II, PLLC for the annual audits, including the audit of our financial statements, review of our quarterly
financial statements and for comfort letters and consents related to stock issuances.
Audit-Related Fees relate to fees for
assurance and related services that traditionally are performed by independent auditors that are reasonably related to the performance
of the audit or review of the financial statements, such as due diligence related to acquisitions and dispositions, attestation services
that are not required by statute or regulation, internal control reviews and consultation concerning financial accounting and reporting
standards.
Tax Fees relate to fees for all professional
services performed by professional staff in our independent auditors tax division, except those services related to the audit of
our financial statements. These include fees for tax compliance, tax planning and tax advice, including federal, state and local issues.
Services may also include assistance with tax audits and appeals before the Internal Revenue Service and similar state and local agencies,
as well as federal, state and local tax issues related to due diligence.
All Other Fees relate to fees for any services not included
in the above-described categories.
| 56 | |
| | |
**PART IV**
**ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**
****
|
Exhibit Number |
|
Description of Exhibit | |
|
3.1 |
|
Articles of Incorporation, as amended, as currently in effect (incorporated by reference to Exhibit 3.1 of the Companys Registration Statement on Form S-1 filed with the SEC on September 15, 2023) | |
|
3.2 |
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed with the SEC on March 8, 2024) | |
|
3.3 |
|
Certificate of Designation of Series B Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 of the Companys Registration Statement on Form S-1 filed with the SEC on September 15, 2023) | |
|
3.4 |
|
Certificate of Designation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 of the Companys Registration Statement on Form S-1 filed with the SEC on September 15, 2023) | |
|
3.5 |
|
Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Companys Registration Statement on Form S-1 filed with the SEC on September 15, 2023) | |
|
4.1 |
|
Form of 5% Promissory Note (incorporated by reference to Exhibit 4.1 of the Companys Registration Statement on Form S-1 filed with the SEC on January 23, 2023) | |
|
4.2 |
|
Form of Senior Convertible Note (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed with the SEC on May 30, 2023) | |
|
4.3 |
|
Form of Warrant (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed with the SEC on May 30, 2023) | |
|
4.4 |
|
Form of Reg. D. Warrant (incorporated by reference to Exhibit 4.4 of the Companys Registration Statement on Form S-1 filed with the SEC on September 15, 2023) | |
|
4.5 |
|
Form of Convertible Promissory Note dated July 31, 2023 (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed with the SEC on August 8, 2023) | |
|
4.6 |
|
Form of April Note (incorporated by reference to Exhibit 3.1 of the Companys Registration Statement on Form S-1 filed with the SEC on September 20, 2023) | |
|
4.7 |
|
Form of April Warrant (incorporated by reference to Exhibit 4.7 of the Companys Registration Statement on Form S-1 filed with the SEC on September 20, 2023) | |
|
4.8 |
|
Form of February Note (incorporated by reference to Exhibit 4.8 of the Companys Registration Statement on Form S-1 filed with the SEC on September 20, 2023) | |
|
4.9 |
|
Form of February Warrant (incorporated by reference to Exhibit 4.9 of the Companys Registration Statement on Form S-1 filed with the SEC on September 20, 2023) | |
|
4.10 |
|
Promissory Note issued to Silverback on March 31, 2022 | |
|
4.11 |
|
Warrant to Purchase up to 9,000,000 Shares of Common Stock issued to Silverback on March 31, 2022 | |
|
4.12 |
|
Promissory Note issued to the October Purchaser on October 26, 2023 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed with the SEC on December 12, 2023) | |
|
4.13 |
|
Convertible Amortization Note between Clean Vision Corporation and ClearThink Capital Partners, LLC issued on May 24, 2024 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed with the SEC on June 4, 2024) | |
|
10.1 |
|
Exchange Agreement between Clean-Seas, Inc. and Byzen Digital Inc. (incorporated by reference to Exhibit 10.1 of the Companys Registration Statement on Form S-1 filed with the SEC on September 15, 2023) | |
|
10.2 |
|
Employment Agreement between Daniel Bates and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.2 of the Companys Registration Statement on Form S-1 filed with the SEC on September 15, 2023) | |
|
10.3 |
|
Employment Agreement between Christopher Percy and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.3 of the Companys Registration Statement on Form S-1 filed with the SEC on September 15, 2023) | |
|
10.4 |
|
Amendment to Employment Agreement between Daniel Bates and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.4 of the Companys Registration Statement on Form S-1 filed with the SEC on September 15, 2023) | |
|
10.5 |
|
Consulting Agreement between Leonard Tucker LLC and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.5 of the Companys Registration Statement on Form S-1 filed with the SEC on September 15, 2023) | |
|
10.6 |
|
Licensing Agreement with Kingsberry Fuel Cell Corporation, dated December 6, 2021 (incorporated by reference to Exhibit 10.6 of the Companys Registration Statement on Form S-1 filed with the SEC on September 15, 2023) | |
| 57 | |
| | |
|
10.7 |
|
Form of Securities Purchase Agreement between Clean Vision Corporation and Coventry Enterprises, LLC dated December 9, 2022 (incorporated by reference to Exhibit 10.7 of the Companys Registration Statement on Form S-1 filed with the SEC on January 23, 2023) | |
|
10.8 |
|
Form of Registration Rights Agreement between Clean Vision Corporation and Coventry Enterprises, LLC dated December 9, 2023 (incorporated by reference to Exhibit 10.8 of the Companys Registration Statement on Form S-1 filed with the SEC on January 23, 2023) | |
|
10.9 |
|
Form of Securities Purchase Agreement dated February 17, 2023 (incorporated by reference to Exhibit 10.9 of the Companys Registration Statement on Form S-1 filed with the SEC on April 3, 2023) | |
|
10.10 |
|
Form of Securities Purchase Agreement by and between the Company and ClearThink Capital Partners, LLC dated May 24, 2024 (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed with the SEC on June 4, 2024) | |
|
10.11 |
|
Form of STRATA Purchase Agreement by and between the Company and ClearThink Capital Partners, LLC dated May 24, 2024 (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed with the SEC on June 4, 2024) | |
|
10.12 |
|
Form of Registration Rights Agreement by and between the Company and ClearThink Capital Partners, LLC dated May 24, 2024 (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed with the SEC on June 4, 2024) | |
|
21.1* |
|
List of Subsidiaries | |
|
23.1 |
|
Consent of Fruci & Associates II, PLLC | |
|
31.1 |
|
Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
31.2 |
|
Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
32.1* |
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002 | |
|
32.2* |
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002 | |
|
99.1 |
|
Letter from Fruci & Associates II, PLLC to the Clean Vision Corporation dated July 25, 2024 (incorporated by reference to Exhibit 99.1 of the Companys Current Report on Form 8-K filed with the SEC on July 25, 2024) | |
|
101.INS |
|
Inline XBRL Instance Document | |
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema | |
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase | |
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase | |
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase | |
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase | |
|
|
|
| |
|
|
|
| |
|
|
|
Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate. | |
|
* |
|
Furnished herewith. | |
**ITEM 16. FORM 10-K SUMMARY**
Not applicable.
| 58 | |
| | |
**SIGNATURES**
Pursuant to the requirements of Section 13 or 15(d)
of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
|
CLEAN VISION CORPORATION
| |
|
|
|
| |
|
Date: April 15, 2025 |
|
By: |
/s/ Daniel Bates | |
|
|
|
Name: |
Daniel Bates | |
|
|
|
Title: |
Chief Executive Officer | |
|
|
|
|
(Principal Executive Officer) | |
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
|
Signature |
|
Title |
|
Date | |
|
|
|
|
|
| |
|
/s/ Daniel Bates |
|
Chief Executive Officer, President and Director |
|
April 15, 2025 | |
|
Daniel Bates |
|
(Principal Executive Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ Rachel Boulds |
|
Chief Financial Officer |
|
April 15, 2025 | |
|
Rachel Boulds |
|
(Principal Financial Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ Michael Dorsey |
|
Director |
|
April 15, 2025 | |
|
Dr. Michael Dorsey |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Gregory Michael Boehmer |
|
Director |
|
April 15, 2025 | |
|
Gregory Michael Boehmer |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Bart Fisher |
|
Director |
|
April 15, 2025 | |
|
Bart Fisher |
|
|
|
| |
| 59 | |