CLNV Clean Vision Corporation (QB)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 1 

 

(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, 2023

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)

 

Nevada		85-1449444
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA		90266
(Address of Principal Executive Offices)		(Zip Code)

 

(424) 835-1845

(Registrant’s 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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		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 management’s 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.

 

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided 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 registrant’s 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 $18,290,000 million based upon the closing price per share of $0.0395 on June 30, 2023.

 

The number of shares of the registrant’s common stock outstanding as of August 16, 2024 was 737,297,989 shares.

 

Explanatory Note:

On July 20, 2024, the Clean Vision Corporation (the “Company” or “Clean Vision”) received a written notification from its independent registered public accounting firm, Fruci & Associates II, PLLC (“Fruci”), advising the Company that, through no fault of the Company and solely due to Fruci’s failure to follow sufficient audit procedures, the financial statements (the “2023 Financials”) and accompanying audit opinion issued by Fruci in connection therewith (the “2023 Fruci Opinion”) for the year ended December 31, 2023 could no longer be relied upon. As a result of this notification, the Company went through additional audit procedures and identified certain account balances that were materially misstated, which would have likely been discovered prior to the issuance of the 2023 Financials and 2023 Fruci Opinion has Fruci followed sufficient audit procedures at the time. This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on April 16, 2024. There have been no changes to the financial statements other than what has been presented in this Amendment No. 1.

 

 

 

	TABLE OF CONTENTS	Page No.
PART I
Item 1.	Description of the Business	1
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	12
Item 1C.	Cybersecurity	12
Item 2.	Properties	13
Item 3.	Legal Proceedings	13
Item 4.	Mine Safety Disclosures	13
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 8.	Financial Statements and Supplementary Data	17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	18
Item 9A.	Controls and Procedures	18
Item 9B.	Other Information	19
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	19
Item 11.	Executive Compensation	23
Item 12.	Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters	25
Item 13.	Certain Relationships, Related Transactions and Director Independence	26
Item 14.	Principal Accounting Fees and Services	27
PART IV
Item 15.	Exhibits, Financial Statement Schedules	28
	Exhibit Index
Item 16	Form 10-K/A Summary	28
	Signatures	29

 

 

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K/A (“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 goal is to generate revenue from 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.

 

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) EcoSynergie’s name was changed to Clean-Seas Morocco, LLC (“Clean-Seas Morocco”), (ii) Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Company’s 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 Vision’s first investment within its newly expanded business strategy of clean energy space. It is management’s 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 Vision’s 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 world’s 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 customer’s 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. Clean-Seas has entered into contracts to employ its patent-pending Plastic Conversion Network (“PCN”) projects in West Virginia, Arizona and Massachusetts and Michigan. Clean-Seas West Virginia, Inc. (“Clean-Seas West Virginia”) has begun the process of environmental permitting with the West Virginia Department of Environmental Protection and currently expects the process to be completed in the fourth quarter of 2024. In the first quarter of 2025, we also intend to begin the permitting process for projects under contract in Arizona, Michigan and Massachusetts.

    

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.

 

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 2024.

 

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 Company’s 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 Windstream’s default on a $2,000,000 loan that Windstream had with GBC International Bank and which loan Mr. Bates personally guaranteed as Windstream’s 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 late interest accrued through May 31, 2022.     As of December 31, 2023, no payments have been made.

 

Endless Energy’s intended acquisition WS USA’s assets has not occurred as of as of the date hereof, 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 slated for the United States and is currently expected to be operational in the second 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 100 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.

 

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. 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.

 

Michigan

 

On January 17, 2023, Clean-Seas entered into a joint venture agreement (the “Michigan Agreement”) with Western Michigan-based NuWay Go Recycle Center LLC to establish Clean-Seas Newaygo (“CSN”). Under the terms of the Michigan Agreement, CSN may co-locate at American Classic, Inc.’s facility at 313 W. State Road in Newaygo, Michigan, at up to 50 TPD. On April 11, 2023, CSN entered into feedstock and site lease agreements for this location.

 

Following the signing of the Michigan Agreement, Clean-Seas business and technical model evolved to a larger scale, with a goal of 100 TPD, as is being developed in West Virginia. As of August 2024, Clean-Seas is evaluating additional or alternate locations in Michigan to accommodate this increased scale.  In addition to required financing for this project, anticipated to be in the form of debt and equity, we are exploring additional sources of funding, which may include Michigan State incentives and grants available through the Biden Administration’s Inflation Reduction Act (IRA).   

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) EcoSynergie’s name was changed to Clean-Seas Morocco, LLC, (ii) Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Company’s 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 Morocco’s current assets include: five hectares of suitably zoned land, licenses and permits to operate pyrolysis facilities, EcoSynergie’s  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 $257,414 in revenue, with a gross margin of $162,789 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.

 

Clean-Seas India’s pilot project began operations in May 2022.

 

We expect to sign contracts for our technologies with cities and states in India including Goa, Kerala and Telangana. Clean-Seas India has secured Research and Development space near the IICT campus in Hyderabad for ongoing technology development.

  

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 world’s recyclable waste streams. There can be no assurance that the patent will issue 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.

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:

 

●

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.

 

●

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 Company’s 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.

 

●

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.

 

●

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.

 

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:

 

	●	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.
	●	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 Company’s 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.
	●	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 $257,414 in revenue, with a gross margin of $162,789.
	●	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, 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 and the Company received the $1.75 million cash disbursement on September 25, 2023. On February 12, 2024, the Company received a $15 million dollar loan guarantee from the West Virginia Economic Development Authority, the proceeds of which are be used for the purchase of capital equipment and leasehold improvements.
	●	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®.

 

●

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.

 

●

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.

 

	●	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.
	●	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.

 

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 People’s Republic of China ceased purchasing the developed world’s recyclable waste streams in 2019. Currently, we have entered into contracts, Letters of Intent or Joint Venture Agreements for development of facilities in numerous host locations, countries, and territories, including, Morocco, India, West Virginia, 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 Isn’t Recycled,” it is estimated that since 1950 only 9% of all of the planet’s plastic waste has been recycled. By the same estimates, 79% of plastic waste remains in the world’s 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 world’s 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 People’s 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.

 

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:

 

•

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.

•

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.

•

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.

•

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.

•

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.

•

Purple hydrogen is made using nuclear power and heat through combined chemo thermal electrolysis splitting of water.

•

Pink hydrogen is generated through electrolysis of water by using electricity from a nuclear power plant.

•

Red hydrogen is produced through the high-temperature catalytic splitting of water using nuclear power thermal as an energy source.

•

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 caused the emission of CO2 when it was produced. The Company expects to launch the new product in the second 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.

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:

 

	●	constructing and equipping facilities;
	●	workplace health and safety;
	●	currency conversions and repatriation;
	●	taxation of foreign earnings and earnings of expatriate personnel; and
	●	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.

 

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, 2023, 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 2711 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.

 

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 2711 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.

 

On January 30, 2023, Leonard Tucker, LLC (“Tucker”), one of the holders of the Company’s 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 Company’s common stock (the “Common Stock”) on January 1, 2023. 

 

The Company’s Transfer Agent was instructed to not issue the shares of Common Stock because of the ongoing dispute between the Company and Tucker regarding Tucker’s 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 Tucker’s causes of action based on the Tucker Agreement, including Tucker’s 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.

 

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 arbitrator’s 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.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

  

 

PART II

 

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

 

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, 2023, the last reported sale price of our Common Stock on the OTCQB Market was $0.0414  per share.

 

As of December 31, 2023, we had approximately 175 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

 

As of December 31, 2023, the Company has 4,000,000 shares of preferred stock outstanding.

 

Transfer Agent

 

The transfer agent and registrar for our Common Stock is EQ by Equiniti, 1110 Centre Point Curve, Suite 101, Mendota Heights, Minnesota 55120. 

 

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 2023 all of our 2023 sales of securities without registration under the Securities Act of 1933.

  

ITEM 6. SELECTED FINANCIAL DATA

 

Not applicable.

 

ITEM 7. MANAGEMENT’S 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.

 

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 Company’s 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 world’s 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.

 

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 Year s Ended December 31, 2023 and December 31, 2022

 

Revenue  

 

For the year ended December 31, 2023, the Company recognized revenue of $257,414 and cost of revenue of $94,625, from our subsidiary, Clean-Seas Morocco. 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, 2023 and 2022, we had consulting expenses of $2,090,550 and $2,452,383, respectively, a decrease of $361,833 or 14.8%. In the current period approximately $1,247,000 of our consulting expense was non-cash stock compensation. In the prior period that amount was approximately $1,685,126.

 

Advertising and Promotion 

 

For the years ended December 31, 2023 and 2022, we incurred advertising and promotional expense of $982,030 and $402,071, respectively, an increase of $579,959 or 144.2%. The increase in the current period is due to common stock we issued to a service provider valued at approximately $681,500.

 

Development Expense

 

For the years ended December 31, 2023 and 2022, we incurred development expense of $244,688 and $35,500, respectively, an increase of $209,188 or 589.3%. In the current period our expenditures for development expense increased as we begin to work on projects in West Virginia.

 

Professional Fees

 

For the years ended December 31, 2023 and 2022, we incurred professional fees of $1,302,432 and $407,501, respectively, an increase of $894,931 or 219.6%. In the current period we had additional legal expense of approximately $875,000 mostly related to both the filing of our Form S-1 filings and ongoing litigation.

 

Payroll Expense

 

For the years ended December 31, 2023 and 2022, we had payroll expenses of $1,613,884 and $829,364, respectively, an increase of $784,520 or 94.6%. In the current period we recognized payroll expense from Clean-Seas Morocco of approximately $148,000. In addition, payroll increased due to salary increases for some of our employees and additional new hires.

 

Officer Stock Compensation Expense

 

For the years ended December 31, 2023 and 2022, we incurred stock compensation expenses of $945,600 and $516,042, respectively, for shares issued to our officers for compensation, an increase of $429,558 or 83.2%.

 

Director Fees

 

For the years ended December 31, 2023 and 2022, we had director fees of $587,800 and $171,000, respectively, an increase of $416,800. Our directors are compensated $4,500 per quarter. In the prior period expense was incurred for just one director. In the current period we have three directors. We also issued shares of common stock for services valued at $533,800 and $148,500, for the years ended December 31, 2023 and 2022. Respectively.

 

General and Administrative expense

 

For the years ended December 31, 2023 and 2022, we had G&A expense of $1,066,128 and $849,459, respectively, an increase of $216,669 or 25.5%. Some of our larger G&A expenses were for travel at $165,000, an increase of approximately $105,000 over the prior year and D&O insurance of $52,000, an increase of approximately $15,700 over the prior year. We also incurred G&A expense from our Morocco subsidiary of $198,000.

 

Other Income and Expense

 

For the year ended December 31, 2023, we had total other expense of $5,727,177 compared to $250,404 for the year ended December 31, 2022. An increase of $5,476,773. In the current 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.  In the prior period we recognized $250,404 of interest expense, of which $200,273 was amortization of debt discount.

 

Net Loss

 

Net loss for the year ended December 31, 2023, was $14,269,566, after deducting $127,934 for the non-controlling interest, and $5,913,724 for the year ended December 31, 2022.

 

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 $34,831,900 as of December 31, 2023.

 

The below sets forth the significant sources and uses of cash for the years ended December 31, 2023 and 2022.

 

Cash Flow from Operating Activities

 

For the years ended December 31, 2023 and 2022, we used $4,699,587 and $2,029,096 of cash used in operating activities, respectively. 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. During the year ended December 31, 2022, we had a net loss of $5,913,724 adjusted by $3,064,138 for non-cash expenses and $820,490 in adjustments for changes in assets and liabilities.

 

Cash Flow from Investing Activities

 

During the year ended December 31, 2023, we used $2,000,000 for the acquisition of Morocco-based EcoSynergie  Group, $70,000 for the issuance of a note receivable and $5,069 to purchase trading securities. During the year ended December 31, 2022, we purchased equipment in the amount of $90,871.

 

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

 

 

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, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2023, 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, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, 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 Company’s ability to continue as a going concern. Management’s 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 Company’s management. Our responsibility is to express an opinion on the Company’s 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the 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.

Business Combination – Refer to Note 4 to the financial statements.

Description of the Critical Audit Matter

 

The audit of Clean Vision Corporation's financial statements for the year ended December 31, 2023 included the accounting for a significant business combination in which Clean Vision Corporation acquired Clean-Seas Morocco for total consideration of $6,500,000. The accounting for this business combination was identified as a critical audit matter due to the significant judgment involved in evaluating the fair value of the acquired assets and assumed liabilities, and the related goodwill recognized as part of the transaction.

 

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures related to the business combination included the following, among others:

 

·

We obtained and reviewed the underlying agreements and performed analysis to determine appropriateness of acquisition date fair value and whether transactions were appropriately disclosed in the financial statements.

·

We tested the value of assets acquired and liabilities assumed and related purchase consideration involved in the business combination.

·

We tested cutoff of assets acquired and liabilities assumed as part of the business combination.

Conclusion

The principal considerations for our determination that performing procedures relating to the accounting for the business combination is a critical audit matter are the significant auditor judgment required in evaluating management’s valuation of acquired assets and assumed liabilities, and the significant financial impact of the business combination on the financial statements of Clean Vision Corporation. These factors made this matter challenging and complex from an audit perspective.

 

Fruci & Associates II, PLLC – PCAOB ID #05525 We have served as the Company’s auditor since 2020.   Spokane, Washington August 16, 2024

 

 

CLEAN VISION CORPORATION

CONSOLIDATED BALANCE SHEETS

 

		December 31, 2023				December 31, 2022
		(Restated)
ASSETS
Current Assets:
Cash		$	339,921			$	10,777
Prepaids and other assets			366,812				125,000
Accounts receivable			70,745				—
Loan receivable			70,000				—
Trading securities			5,069				—
Total Current Assets			852,547				135,777
Property and equipment			4,883,566				241,376
Goodwill			4,854,622				—
Total Assets		$	10,590,735			$	377,153
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Cash overdraft		$	353,159			$	—
Accounts payable			758,038				377,746
Accrued compensation			344,015				641,639
Accrued expenses			546,392				250,355
Convertible note payable, net of discount of $1,701,403 and $183,560, respectively			2,779,199				476,440
Derivative liability			598,306				—
Loans payable			780,656				114,500
Related party payables			549,946				—
Loans payables – related party			4,500,000				27,017
Liabilities of discontinued operations			67,093				67,093
Total current liabilities			11,276,804				1,954,790
Economic incentive (Note 12)			1,750,000				—
Total Liabilities			13,026,804				1,954,790
Commitments and contingencies			—				—
Mezzanine Equity:
Series B Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 and 0 shares issued and outstanding, respectively			1,800,000				1,800,000
Total mezzanine equity			1,800,000				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, 682,463,425 and 402,196,273 shares issued and outstanding, respectively			682,464				402,197
Common stock to be issued			217,775				76,911
Additional paid-in capital			28,238,505				15,203,394
Accumulated other comprehensive loss			2,171				16,670
Accumulated deficit			(34,831,900	)			(19,078,809	)
Non-controlling interest			1,452,916				—
Total stockholders' deficit			(4,236,069	)			(3,377,637	)
Total liabilities and stockholders' deficit		$	10,590,735			$	377,153

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

 

  CLEAN VISION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

		For the Years Ended December 31,
		2023				2022
			(Restated)
Revenue		$	257,414			$	—
Cost of revenue			94,625				—
Gross margin		$	162,789			$	—
Operating Expenses:
Consulting		$	2,090,550			$	2,452,383
Advertising and promotion			982,030				402,071
Development expense			244,688				35,500
Professional fees			1,302,432				407,501
Payroll expense			1,613,884				829,364
Officer stock compensation expense			945,600				516,042
Director fees			587,800				171,000
General and administration expenses			1,066,128				849,459
Total operating expense			8,833,112				5,663,320
Loss from Operations			(8,670,323	)			(5,663,320	)
Other income (expense):
Interest expense			(4,798,189	)			(250,404	)
Change in fair value of derivative			1,829,512				—
Loss on debt issuance			(2,676,526	)			—
Gain on conversion of debt			(93,890	)			—
Gain on extinguishment of debt			17,500				—
Other expense, net			(5,584	)			—
Total other expense			(5,727,177	)			(250,404	)
Net loss before provision for income tax			(14,397,500	)			(5,913,724	)
Provision for income tax expense			—				—
Net loss		$	(14,397,500	)		$	(5,913,724	)
Net loss attributed to non-controlling interest			127,934				—
Net loss attributed to Clean Vision Corporation			(14,269,566	)			(5,913,724	)
Other comprehensive income:
Foreign currency translation adjustment			(14,499	)			16,670
Comprehensive loss		$	(14,284,065	)		$	(5,897,054	)
Loss per share - basic and diluted		$	(0.03	)		$	(0.02	)
Weighted average shares outstanding - basic and diluted			503,760,709				344,710,350

  

 

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

CLEAN VISION CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Years Ended December 31, 2023 and 2022 

		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, 2021			1,850,000			$	1,850				2,000,000			$	2,000				312,860,376			$	312,861			$	12,576,049			$	227,544			$	—			$	—			$	(13,165,085	)		$	(44,781	)
Cancellation of preferred			(1,850,000	)			(1,850	)			—				—				—				—				1,850				—				—				—				—				—
Stock issued for services			—				—				—				—				40,127,557				40,128				1,214,087				(150,633	)			—				—				—				1,103,582
Stock issued for services – related party			—				—				—				—				19,208,340				19,208				645,334				—				—				—				—				664,542
Stock issued for cash			—				—				—				—				30,000,000				30,000				570,000				—				—				—				—				600,000
Debt issuance cost – warrants issued			—				—				—				—				—				—				196,074				—				—				—				—				196,074
Net loss			—				—				—				—				—				—				—				—				16,670				—				(5,913,724	)			(5,897,054	)
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 (Restated)			—			$	—				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	)

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

 

  CLEAN VISION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		For the Years Ended December 31,
		2023				2022
			(Restated)
Cash Flows from Operating Activities:
Net loss		$	(14,397,500	)		$	(5,913,724	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock based compensation			—				1,024,323
Stock issued for services			2,522,980				664,542
Preferred stock compensation expense			—				1,175,000
Stock issued for services – related party			1,642,709				—
Debt discount amortization			4,483,160				200,273
Loss on issuance of debt			2,676,526				—
Change in fair value of derivative			(1,829,512	)			—
Loss on conversion of debt			93,890				—
Gain on extinguishment of debt			(17,500	)			—
Depreciation expense			100,161				—
Changes in operating assets and liabilities:
Prepaid			(12,494	)			(71,000	)
Accounts receivable			151,075				—
Accounts payable			173,811				317,498
Accruals			(539,215	)			240,853
Related-party payables - short-term			549,946				—
Accrued compensation			(297,624	)			333,139
Net cash used by operating activities			(4,699,587	)			(2,029,096	)
Cash Flows from Investing Activities:
Purchase of 51% interest in Clean-Seas Morocco, LLC			(2,000,000	)			—
Trading securities			(5,069	)			—
Loan receivable			(70,000	)			—
Purchase of property and equipment			—				(90,871	)
Net cash used by investing activities			(2,075,069	)			(90,871	)
Cash Flows from Financing Activities:
Cash overdraft			353,159				—
Proceeds from convertible notes payable			5,139,500				555,000
Payments-convertible notes payable			(300,000	)			—
Proceeds from the sale of common stock			533,000				600,000
Proceeds from notes payable - related party			5,000				46,917
Repayment of related party loans			(32,910	)			(20,000	)
Proceeds from notes payable			42,500				154,000
Proceeds from long term note payable			1,750,000				—
Payments - notes payable			(388,620	)			(57,500	)
Net cash provided by financing activities			7,101,629				1,278,417
Net change in cash			326,973				(841,550	)
Effects of currency translation			2,171				16,670
Cash at beginning of year			10,777				835,657
Cash at end of year		$	339,921				10,777
Supplemental schedule of cash flow information:
Interest paid		$	—			$	10,471
Income taxes		$	—			$	—
Supplemental non-cash disclosure:
Common stock issued for conversion of debt		$	2,178,184			$	—
Note payable issued for acquisition		$	4,500,000			$	—

 

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

 

CLEAN VISION CORPORATION

Notes to Consolidated Financial Statements

December 31, 2023

 

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 black or char (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 world’s oceans.

 

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.

 

We believe that our current projects will showcase our ability to pyrolyze waste plastic (using pyrolysis), which will generate three byproducts: (i) low sulfur fuel, (ii) clean hydrogen, AquaH^tm, 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. However, since commencing operations at our Morocco facility in April 2023, Clean-Seas Morocco has generated $257,414 in revenue, with a gross margin of $162,789.

 

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 second 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 100 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.

 

F-6

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company’s 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, 2023, the Company had $37,496 of cash in excess of the FDIC’s $250,000 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 periods ended December 31, 2023 and 2022.

 

Principles of Consolidation

 

The accompanying consolidated financial statements for the year ended December 31, 2023, 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, 2023, there was no activity in Clean-Seas Group, Endless Energy or Clean-Seas Arizona.

 

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2023.

Translation Adjustment

 

The accounts of the Company’s subsidiary Clean-Seas India are 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.

 

Comprehensive Income

 

The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220).  Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members.

 

F-7

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, 2023, there are warrants to purchase up to 116,944,802 shares of common stock and approximately 120,140,000 dilutive shares of common stock from a convertible notes payable  . As of December 31, 2023 and 2022, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock can automatically be converted on January 1, 2023, into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of December 31, 2023 and 2022, the Company’s 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.

 

Stock-Based Compensation

 

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.

 

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.

 

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.

 

F-8

The carrying amount of the Company’s 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 Company’s 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 Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2023:

Fair Value Measurements, hierarchy

Schedule of fair value measurements, hierarchy
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.

 

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 revenue through royalties and/or sales of manufactured equipment.  Revenue may be recognized upon the terms of a contracted sale agreement. 

 

As of December 31, 2023, our operations in Morocco had generated approximately $257,000 in revenue, with a gross margin of approximately $163,000 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.

  

F-9

Income Taxes

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2023, and 2022, no liability for unrecognized tax benefits was required to be reported.

 

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, 2023, approximately 77% of accounts receivable are due from one customer.

 

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. 

 

Recently Issued Accounting Pronouncements

 

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 $34,831,900 at December 31, 2023, and had a net loss of 14,397,500 for the year ended December 31, 2023. The Company’s 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 Company’s 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 Company’s 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 Company’s existence is dependent upon management's ability to implement its business plan and/or obtain additional funding. There can be no assurance that the Company’s 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.

 

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 Eco Synergie 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) EcoSynergie’s name was changed to Clean-Seas Morocco, LLC, (ii) Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Company’s 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.   

 

F-10

The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. The accounting for operations is considered to be complete and the results of operations of the business acquired by the Company have been included in the consolidated statements of operations since the date of acquisition.

 

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 represents expected synergies from the combined operations.

 

The allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed are shown below:

 

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
Consideration
Consideration issued		$	6,500,000
Identified assets and liabilities
Cash			11,093
Prepaid and other assets			218,225
Accounts receivable			221,820
Property and equipment, net			4,821,853
Accounts payable			(37,195	)
Accrued expenses			(835,252	)
Loans payable			(789,827	)
Lines of credit			(336,948	)
Total identified assets and liabilities			3,273,769
Minority interest			1,580,853
Excess purchase price allocated to goodwill		$	4,854,622

 

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 and demonstration purposes which has been commissioned in Hyderabad, India as of May 2022. The unit will be used to showcase the Company’s 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. 

 

Property and equipment stated at cost, less accumulated depreciation consisted of the following:

 

Schedule of Property and Equipment
			December 31, 2023				December 31, 2022
Pyrolysis unit		$	185,691			$	185,700
Equipment			436,532				55,676
Buildings and fixtures			493,411				—
Land			3,867,095				—
Office furniture			998				—
Less: accumulated depreciation			(100,161	)			—
Property and equipment, net		$	4,883,566			$	241,376

 

Depreciation expense

 

For the years ended December 31, 2023 and 2022, depreciation expense was $22,439 and $0, respectively.

 

F-11

NOTE 6 – LOANS PAYABLE

 

As of December 31, 2020, a third party loaned the Company a total of $114,500. The loan was used to cover general operating expenses, is non-interest bearing and due on demand. During the year ended December 31, 2021, the Company repaid $100,000 of the loan. During the year ended December 31, 2022, the same individual provided consulting/IR services to the Company valued at $100,000. The amount due was added to the note payable for a balance due of $114,500 as of December 31, 2022. During the year ended December 31, 2023, the note was fully converted into 5,725,000 shares of common stock.

 

Effective January 1, 2023, the Company acquired a financing loan for its Director and Officer Insurance for $42,500. The loan bears interest at 7.75%, requires monthly payments of $4,402.42 and is due within one year. As of December 31, 2023, the balance due is $0.

 

NOTE 7 – CONVERTIBLE NOTES PAYABLE

 

Silverback Capital Corporation

 

On March 31, 2022, the Company issued a Promissory Note to Silverback Capital Corporation (“Silverback”) in the amount of $360,000. The Company received $300,000, net of a $60,000 OID. The note bears interest at 8% per annum and matures in one year. The note may be converted to shares of common stock at $0.02 per share, provided, that if the Company effects a Qualified Offering (as defined in the note) the conversion price will be such price that represents a 20% discount to the offering price of the Company’s common Stock in the Offering. In the event of a default Silverback will have the option to convert at the lower of 1) .02 per share, or 2) a 20% discount to the five day trailing VWAP of the common stock. On February 21, 2023, Silverback fully converted the $360,000 note and $25,723 of interest into 19,286,137 shares of common stock.

 

Coventry Enterprises, LLC

 

On December 9, 2022, the Company entered into the Purchase Agreement (the “Coventry Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which the Company issued to Coventry a Promissory Note (the “Coventry Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, net of a discount of $45,000. In addition, the Company issued to Coventry 15,500,000 shares of Common Stock (the “Commitment Stock”), of which 12,500,000 shares of Commitment Stock were returned to the Company pursuant to the terms of the Coventry Purchase Agreement in the first quarter of 2023.

 

The Coventry Note bears guaranteed interest at the rate of 5% per annum for the 12 months from and after the date of issuance (notwithstanding the 11-month term of the Coventry Note for aggregate guaranteed interest of fifteen thousand Dollars ($15,000), all of which Guaranteed Interest shall be deemed earned as of the date of the Coventry Note. The principal amount and the Guaranteed Interest are due and payable in seven equal monthly payments of $45,000, commencing on May 6, 2023, and continuing on the 6^th day of each month thereafter until paid in full not later than November 6, 2023. During the year ended December 31, 2023, the Company repaid $300,000 of the principal amount.

 

February Convertible Notes

 

On February 17, 2023, the Company entered into a securities purchase agreement (the “February Purchase Agreement”) with certain institutional buyers. Pursuant to the February Purchase Agreement, the Company issued senior convertible notes in the aggregate principal amount of $4,080,000, 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 17, 2023, the initial investor 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 Company’s 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 Company’s common stock at a price of $0.0389 per share and expires five years from the date of issuance.

 

F-12

April Convertible Note

 

Pursuant to the February Purchase Agreement, on April 10, 2023, an investor 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 Company’s common stock to the investor. 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.

 

May Convertible Notes

 

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 Investor 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 Company’s 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 have 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

 

At any time, the Company shall have the right to redeem all, but not less than all, of the amount then outstanding under the May Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (as defined in the Note) (a “Company Optional Redemption”). The portion of the May Note subject to a Company Optional Redemption shall be redeemed by the Company in cash at a price equal to the greater of (i) 10% premium to the amount then outstanding under the May Note to be redeemed, and (ii) the equity value of our common stock underlying the May Note. The equity value of our common stock underlying the May Note is calculated using the greatest closing sale price of our common stock on any trading day immediately preceding such redemption and the date we make the entire payment required. The Company may exercise its right to require redemption under the May Note by delivering a written notice thereof by electronic mail and overnight courier to all, but not less than all, of the holders of May Note.

 

The May Warrants are exercisable for shares of the Company’s common stock at a price equal to 120% of the closing sale price of the common stock on the trading day ended immediately prior to the closing date (the “May Warrant Exercise Price”) and expire five years from the date of issuance. The May Warrant Exercise Price is subject to customary adjustments for stock dividends, stock splits, recapitalizations and the like.

 

August 2023 Note

 

On July 31, 2023 (the “August Note Original Issue Date”), the Company entered into a securities purchase agreement (the “August Purchase Agreement”) with an accredited investor (the “August Investor”), pursuant to which the August Investor purchased a senior convertible promissory note in the original principal amount of $500,000 (the “August Note”). In addition, as an additional inducement to the August Investor for purchasing the August Note, the Company issued 21,000,000 shares of its common stock to the August Investor 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 conversion price of 90% per share of the lowest VWAP during the 20 trading day period before the conversion. 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.

 

The August Investor was granted a right of first refusal as the exclusive party with respect to any Equity Line of Credit transaction or financing (an “Additional Financing”) that the Company enters into during the 24-month period after the August Note Original Issue Date. In the event the Company enters into an Additional Financing, the Company must provide notice to the August Investor not less than 10 trading days in advance of the proposed entry. If the August Investor accepts all usual and customary terms set forth in the Additional Financing notice, the August Investor must, within 20 trading days of receipt of the notice, prepare all relevant documents in respect thereof for execution and delivery by the Company, provided, however, that the Company’s outside counsel must prepare the relevant registration statement to be filed with the United States Securities and Exchange Commission no later than 45 days after the Company receives the documents.

 

F-13

The August Note sets forth certain standard events of default (each such event, an “August Note Event of Default”), which, upon such August Note Event of Default, the principal amount and the guaranteed interest then outstanding under the August Note becomes convertible into shares of the Company’s common stock pursuant to a notice provided by the August Investor to the Company. At any time after the occurrence of an August Note Event of Default, the outstanding principal amount and the outstanding guaranteed interest then outstanding on the August Note, plus accrued but unpaid Default Rate (as defined in the August Note) interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become immediately due and payable at the August Investor’s option, in cash or in shares of the Company’s common stock at 120% of the outstanding principal amount of the August Note and accrued and unpaid interest, plus other amounts, costs, expenses and liquidated damages due in respect of the August Note.

 

October 2023 Note

 

On October 26, 2023, the Company entered into a Securities Purchase Agreement (the “October Purchase Agreement”) with an accredited investor (the “October Investor”) related to the Company’s 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 Company’s 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 the Purchaser as additional consideration for the purchase of the First Note (the “First Note Commitment Shares”). Upon the closing of the Second Note, the Company will issue additional commitment shares in an amount calculated based on the price per share of the Common Stock at the time of funding of such Second Note (the “Second Note Commitment Shares,” and together with the First Note Commitment Shares, the “Commitment Shares”). In addition to the Commitment Shares, the Company agreed to issue 7,500,000 shares of Common Stock to the Purchaser (the “Returnable Shares”) for each Note. Each issuance of Returnable Shares is subject to recalculation based on the price per share of Common Stock at the time of funding for each Note, such that the economic value of each set of Returnable Shares shall be equal to the value of the initial set of Returnable Shares. For example, if on the Second Closing Date, the closing price of the Common Stock is 50% of the closing price of the Common Stock on the First Closing Date, the Company will be required to issue 15,000,000 Returnable Shares on the Second Note Closing Date. The Returnable Shares must be returned to the Company unless each Note enters into an uncured default during its term, or the Company is otherwise unable to repay each Note on or prior to maturity.

 

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.

 

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. For the year ended December 31, 2023, the Company recognized a total loss of the issuance of convertible debt of $2,676,526.

  

From April 2023 through December 31, 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. The Company accounted for the conversions per ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20), resulting in a loss from conversion of debt of $93,890.

 

F-14

The following table summarizes the convertible notes outstanding as of December 31, 2023:

 

Convertible Debt
Note Holder		Date		Maturity Date		Interest			Balance December 31, 2022				Additions				Conversions / Repayments				Balance December 31, 2023
Silverback Capital Corporation		3/31/2022		3/31/2023			8%		$	360,000			$	—			$	(360,000)			$	—
Coventry Enterprises, LLC		12/29/2022		11/6/2023			5%			300,000				—				(300,000)				—
Walleye Opportunities Fund		2/21/2023		2/21/2024			5%			—				2,500,000				(2,063,684)				436,316
Walleye Opportunities Fund		4/10/2023		4/10/2024			5%			—				1,500,000				—				1,500,000
Walleye Opportunities Fund		5/26/2023		5/26/2024			5%			—				1,714,286				—				1,714,286
Coventry Enterprises, LLC		7/31/2023		7/31/2024			10%			—				500,000				—				500,000
GS Capital Partners		10/26/2023		7/26/2024			12%			—				330,000				—				330,000
Total									$	660,000			$	6,544,286			$	(2,723,684)			$	4,480,602
Less debt discount									$	(183,560)												(1,701,403)
Convertible note payable, net									$	476,440											$	2,779,199

 

 

A summary of the activity of the derivative liability for the notes above is as follows: 

Schedule of Derivative Instrument
Balance at December 31, 2022		$	—
Increase to derivative due to new issuances			4,217,944
Decrease to derivative due to conversions			(1,790,126	)
Decrease to derivative due to mark to market			(1,829,512	)
Balance at December 31, 2023		$	598,306

 

The Company uses the Black Scholes pricing model to estimate the fair value of its derivatives. A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy, as of December 31, 2023 is as follows:

 

Schedule of Derivative Assets at Fair Value
Inputs		December 31, 2023				Initial Valuation
Stock price		$	0.04			$	0.0566-0.1075
Conversion price		$	0.0361			$	0.0534-0.0591
Volatility (annual)			95.99	%			165.3%-170.53	%
Risk-free rate			5.4	%			4.7-5.07	%
Dividend rate			—				—
Years to maturity			0.25				.87-1

 

NOTE 8 – 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, 2023 and 2022, the Company owed Mr. Bates $189,000 and $220,000, respectively, for accrued compensation.

 

The Company issued to Mr. Bates three separate promissory notes, 1) on August 1, 2022, for $1,000, 2) on September 15, 2022, for $35,040, and 3) on 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. During the year ended December 31, 2023, Mr. Bates loaned the Company an additional $5,000. As of December 31, 2023, the loans and all accrued interest were repaid in full.

 

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.

 

F-15

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, 2023 and 2022, the Company owes Ms. Boulds $0 and $25,000 for accrued compensation, respectively.

 

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.

 

Daniel Harris, Chief Revenue Officer

 

As of December 31, 2023 and 2022, the Company owed Mr. Harris, $17,500 and $37,500, 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.

 

John Owen

 

Mr. Owen’s consulting agreement and his role as Chief Operating Officer were terminated effective as of November 21, 2022. Per the terms of the separation agreement with Mr. Owen, the Company acknowledges past due salary of $62,500. The Company made an initial payment of $2,500 and agreed to pay $5,000 a month beginning in January 2023. As of December 31, 2023, the Company owed Mr. Owen $0.

 

Erfran Ibrahim, former CTO

 

As of December 31, 2023 and 2022, the Company owed Mr. Ibrahim, $60,000 and $60,000, respectively, for accrued compensation.

 

Michael Dorsey, Director

 

As of December 31, 2023 and 2022, the Company owed Mr. Dorsey, $0 and $9,000, respectively, for accrued director fees.

 

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.

 

During 2023, the Company paid $87,500 to Around the Corner, as a finder’s fee for the Clean Seas West Virginia project. Mr. Dorsey, is an owner of Around the Corner. 

 

Greg Boehmer, Director

 

As of December 31, 2023 and 2022, the Company owed Mr. Boehmer, $0 and $4,500, respectively, for accrued director fees. In addition, the Company owes Mr. Boehmer $0 and $7,000, for consulting services as of December 31, 2023 and 2022.

 

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.

 

Bart Fisher, Director

 

On February 23, 2023. Mr. Fisher was granted 500,000 shares of common stock. The shares were valued at $0.122, the closing stock price on the date of grant, for total non-cash stock compensation of $61,000.

 

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.

 

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, 2023, $549,946 was due to management. 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. 

 

F-16

NOTE 9 – COMMON STOCK

 

The Company has entered into three consulting agreements that required the issuance of a total of 31,251 shares of common stock per month through December 2023. For the year ended December 31, 2023, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $17,126. As of December 31, 2023, the shares due have not been issued by the transfer agent and are included in common stock to be issued.

 

The Company has entered into a consulting agreement that requires the issuance of 5,000 shares of common stock per month beginning February 2022. For the year ended December 31, 2023, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $2,650.  As of December 31, 2023, the shares due have not been issued by the transfer agent and are included in common stock to be issued.

 

In addition to the monthly shares granted the Company also granted the following:

 

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 Company’s 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.

 

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 Company’s 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.

 

F-17

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, 2023, 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.

 

Refer to Note 8 for shares issued to related parties.

 

NOTE 10 – 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 Company’s 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.

 

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. Per the terms of the agreement, Leonard Tucker LLC received 2,000,000 shares of Series B Preferred Stock for services provided, which shares of Series B Preferred Stock is to be classified as mezzanine equity until they are fully issued.

 

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.

 

F-18

NOTE 11 – WARRANTS

 

On October 6, 2022, the Company issued warrants to purchase up to 40,000 shares of common stock in conjunction with the issuance of a note payable. The warrants are exercisable for 3 years with an exercise price of $0.01. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity.

 

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 Company’s 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 29,434,850  shares of the Company’s common stock (the “February Warrant”). The February Warrant is exercisable for shares of the Company’s 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.

 

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 Company’s 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.

 

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 Company’s common stock (the “April Warrants”). The April Warrants are exercisable for shares of the Company’s 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.

 

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 Company’s common stock (the “May Warrants”). The May Warrants are exercisable for shares of the Company’s 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.

 

Schedule of share-based payment arrangement, activity

Number of Warrants

Weighted Average Exercise Price

Weighted Average Remaining Contract Term

Intrinsic Value

Outstanding, December 31, 2021

—

—

—