Clean Vision Corp 10-Q for FY2025 Q2
Clean Vision Corp (CLNV)
About this 10-Q
Clean Vision Corp filed this 10-Q on August 19, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $52.61K
- up 124.3% from $23.46K a year earlier
- Net loss
- $417.36K
- compared with a net loss of $1.82M a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly
period ended
For the transition period from _______ to _______
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction
of incorporation or organization) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| ( |
| (Registrant’s telephone number, including area code) |
| (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 |
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.
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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company |
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 19, 2025, there were shares of the issuer’s common stock issued and outstanding.
CLEAN VISION CORPORATION
FORM 10-Q
For the Quarterly Period Ended June 30, 2025
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
F-1
CLEAN VISION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2025 | December 31, 2024 | |||||||
| ASSETS | (Unaudited) | (Audited) | ||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Prepaids and other assets | ||||||||
| Accounts receivable | ||||||||
| Loan receivable | ||||||||
| Right of use assets | ||||||||
| Trading securities | ||||||||
| Total Current Assets | ||||||||
| Right of use assets | ||||||||
| Property and equipment | ||||||||
| Goodwill | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Cash overdraft | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued compensation | ||||||||
| Accrued expenses | ||||||||
| Accrued interest – related party | ||||||||
| Convertible notes payable, net discount of $ | ||||||||
| Derivative liability | ||||||||
| Settlement liability | ||||||||
| Loans payable | ||||||||
| Related party payables | ||||||||
| Loans payable, revenue share, net discount of $ | ||||||||
| Loans payables – related parties | ||||||||
| Lease liabilities - current portion | ||||||||
| Liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Economic incentive (Note 5) | ||||||||
| Commercial loan, net of discount of $ | ||||||||
| Lease liabilities - net of current portions | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders' Deficit: | ||||||||
| Preferred stock, $ par value, shares authorized; shares issued and outstanding | ||||||||
| Series A Preferred stock, $ par value, shares authorized; shares issued and outstanding | ||||||||
| Series B Preferred stock, $ par value, shares authorized; 0 and 2,000,000 shares issued and outstanding, respectively | ||||||||
| Series C Preferred stock, $ par value, shares authorized; shares issued and outstanding | ||||||||
| Series D Preferred stock, $ par value, shares authorized; shares issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding, respectively | ||||||||
| Common stock to be issued | ||||||||
| Preferred stock to be issued | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Non-controlling interest | ||||||||
| Total stockholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-2
CLEAN VISION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| For
the Three Months Ended June 30, |
For
the Six Months Ended June 30 , | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||
| Cost of revenue | ||||||||||||||
| Gross margin | $ | $ | $ | $ | ||||||||||
| Operating Expenses: | ||||||||||||||
| Consulting | $ | $ | $ | $ | ||||||||||
| Advertising and promotion | ||||||||||||||
| Development expense | ||||||||||||||
| Professional fees | ( |
|||||||||||||
| Payroll expense | ||||||||||||||
| Director fees | ||||||||||||||
| General and administration expenses | ||||||||||||||
| Total operating expense | ||||||||||||||
| Loss from Operations | ( |
( |
( |
( | ||||||||||
| Other income (expense): | ||||||||||||||
| Interest expense | ( |
( |
( |
( | ||||||||||
| Change in fair value of derivative | ||||||||||||||
| Loss on debt issuance | ( |
( | ||||||||||||
| Loss on conversion of debt | ( |
( |
||||||||||||
| Gain on extinguishment of debt | ||||||||||||||
| Other income (expense), net | ||||||||||||||
| Penalty expense on convertible debt | ( |
( |
||||||||||||
| Total other expense | ( |
( |
( | |||||||||||
| Net loss before provision for income tax | ( |
( |
( |
( | ||||||||||
| Provision for income tax expense | ||||||||||||||
| Net loss | $ | ( |
$ | ( |
$ | ( |
$ | ( | ||||||
| Net loss attributed to non-controlling interest | ||||||||||||||
| Net loss attributed to Clean Vision Corporation | ( |
( |
( |
( | ||||||||||
| Other comprehensive income (loss): | ||||||||||||||
| Foreign currency translation adjustment | ( |
( | ||||||||||||
| Comprehensive loss | $ | ( |
$ | ( |
$ | ( |
$ | ( | ||||||
| Loss per share - basic and diluted | $ | ) | $ | ) | ||||||||||
| Weighted average shares outstanding - basic and diluted | ||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-3
CLEAN VISION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the Three and Six Months Ended June 30, 2025 and 2024
(Unaudited)
| Series C Preferred Stock | Common Stock | Additional paid | Stock To be | Accumulated Other Comprehensive | Minority | Accumulated | Total Stockholders' | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | In Capital | Issued | Loss | Interest | Deficit | Deficit | |||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Stock issued for services | — | ( | ) | |||||||||||||||||||||||||||||||||||||
| Stock issued for services – related parties | — | ( | ) | |||||||||||||||||||||||||||||||||||||
| Stock issued for debt commitments | — | ( | ) | |||||||||||||||||||||||||||||||||||||
| Stock issued for debt | — | ( | ) | |||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Preferred stock issued for debt commitments | — | — | ||||||||||||||||||||||||||||||||||||||
| Stock issued for debt commitments | — | |||||||||||||||||||||||||||||||||||||||
| Stock issued for debt | — | |||||||||||||||||||||||||||||||||||||||
| Stock issued for services | — | |||||||||||||||||||||||||||||||||||||||
| Stock issued for default on notes | — | |||||||||||||||||||||||||||||||||||||||
| Non-controlling interest for issuance of subsidiary shares | — | — | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
F-4
| 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, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||
| Stock issued for services | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for debt commitments | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for cash | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for warrant exercise | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Debt issuance cost – warrants issued | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for services | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for debt commitments | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for conversion of debt | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Cancellation of mezzanine equity | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-5
CLEAN VISION CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Stock issued for services | ||||||||
| Debt discount amortization | ||||||||
| Loss on issuance of debt | ||||||||
| Change in fair value of derivative | ( | ) | ( | ) | ||||
| Loss on conversion of debt | ||||||||
| Gain on extinguishment of debt | ( | ) | ( | ) | ||||
| Gain on settlement liability | ( | ) | ||||||
| Penalty expense on convertible debt | ||||||||
| Operating lease expense | ||||||||
| Depreciation expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaids and other assets | ( | ) | ( | ) | ||||
| Accounts receivable | ||||||||
| Accounts payable | ||||||||
| Accruals | ||||||||
| Related-party payables - short-term | ||||||||
| Accrued interest – relate d party | ||||||||
| Accrued compensation | ||||||||
| Net cash used by operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Trading securities | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used by investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Cash overdraft | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Payments - convertible notes payable | ( | ) | ||||||
| Proceeds from the sale of common stock | ||||||||
| Proceeds from sale of Clean Seas West Virginia stock | ||||||||
| Proceeds from notes payable - related party | ||||||||
| Repayments, notes payable - related party | ( | ) | ||||||
| Proceeds from notes payable | ||||||||
| Proceeds from commercial loan | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Effects of currency translation | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | |||||||
| Supplemental schedule of cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental non-cash disclosure: | ||||||||
| Common stock issued for conversion of debt | $ | $ | ||||||
| Warrants issued with notes payable | $ | $ | ||||||
| Cancellation of Series B preferred stock | $ | $ | ||||||
| Common stock issued for debt commitments | $ | $ | ||||||
| Preferred stock issued for debt commitments | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-6
CLEAN VISION CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
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, Inc. (“Clean-Seas”), our wholly-owned subsidiary. Clean-Seas acquired its first pyrolysis unit in November 2021 for use in a pilot project in India, which began operations in early May 2022. On April 23, 2023, Clean-Seas completed its acquisition of a fifty-one percent (51%) interest in Ecosynergie S.A.R.L., a limited liability company organized under the laws of Morocco (“Ecosynergie” or “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 waste plastic through pyrolysis.
We believe that our current projects will showcase our ability to convert waste plastic (using pyrolysis), to generate three byproducts: (i) low sulfur fuel, (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 sell the majority of these byproducts, while retaining a small amount of the low sulfur fuels and/or hydrogen to power our facilities and equipment. To date, our operations in India have not generated any revenue.
Clean-Seas India Private Limited was incorporated on November 17, 2021, as a wholly owned subsidiary of Clean-Seas., 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, 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; however, 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, 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 in the future.
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 2026 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, Inc. (“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 Q4 2025. This facility is located in the city of Belle, outside of Charleston, the capital of West Virginia, and is expected to begin operations converting 50 TPD of plastic feedstock. The Company expects to expand to greater than 500 TPD within three years of beginning operations. Clean-Seas has engaged MacVallee, LLC (“MacVallee”) to secure mixed plastic feedstock from material recovery facilities and industrial suppliers.
Clean Seas Partners UK Limited (“Clean Seas UK”) was formed on July 17, 2023. Clean Seas UK is involved with business development and has limited activity as of June 30, 2025.
F-7
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the six month period ending June 30, 2025 and not necessarily indicative of the results to be expected for the full year ending December 31, 2025. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended December 31, 2024.
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 June 30, 2025, the Company had cash in excess of the FDIC’s $
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
Restricted Cash
As of June 30, 2025
and December 31, 2024, the Company has $
Principles of Consolidation
The accompanying unaudited consolidated financial statements for the period ended June 30, 2025, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Clean-Seas India Private Limited, Clean-Seas Group, Endless Energy, Inc., EcoCell, Inc., Clean-Seas Arizona, Inc., Clean-Seas West Virginia, Clean Seas Partners UK Limited and our 51% owned subsidiary, Clean-Seas Morocco, LLC. As of June 30, 2025, there was no activity in Clean-Seas Group, Endless Energy or Clean-Seas Arizona. All intercompany transactions are eliminated in consolidation.
F-8
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 ASC 830-30 – Foreign Currency Matters, 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 loss and all changes to the consolidated statements of stockholders’ equity, except changes in paid-in capital and distributions to shareholders. Comprehensive loss is inclusive of net loss and foreign currency translation adjustments.
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 June 30, 2025 and 2024, 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.
| Schedule of basic and diluted earnings per share | ||||||||||||||||
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |||||||||||||
| Weighted Average Common shares | ||||||||||||||||
| Net loss attributed to Clean Vision Corporation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted Average Common shares | ||||||||||||||||
| Shares from convertible debt | ||||||||||||||||
| Shares from warrants | ||||||||||||||||
| Series B preferred stock | ||||||||||||||||
| Series C preferred stock | ||||||||||||||||
| Series D preferred stock | ||||||||||||||||
| Total Diluted Shares | ||||||||||||||||
Stock-Based Compensation
The Company accounts for stock-based compensation using the provisions of ASC Topic 718, Stock Compensation, which requires the recognition of the fair value of stock-based compensation. Stock-based compensation is estimated at the grant date based on the fair value of the awards. The Company accounts for forfeitures of grants as they occur. Compensation cost for awards is recognized using the straight-line method over the vesting period. Stock-based compensation is included in officer compensation, general and administrative and consulting expense, as applicable, in the consolidated statements of operations and comprehensive loss.
Goodwill
The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.
F-9
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.
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:
June 30, 2025
| Schedule of liabilities measured fair value on recurring basis | ||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | |||||||||||
| Derivative | $ | $ | $ | |||||||||||
| Total | $ | $ | $ | |||||||||||
December 31, 2024
| Description | Level 1 | Level 2 | Level 3 | |||||||||||
| Derivative | $ | $ | $ | |||||||||||
| Total | $ | $ | $ | |||||||||||
F-10
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition under ASC 606 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.
For the six months
ended June 30, 2025, our operations in Morocco had generated approximately $
For the six months
ended June 30, 2024, our operations in Morocco had generated approximately $
F-11
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 June 30, 2025. The absence of a recorded allowance for credit losses reflects our judgment that potential credit
losses on outstanding receivables are negligible. As of June 30, 2025, approximately
Inventory
Inventory consists
of plastic bottles that are acquired at no cost to us 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 $
The absence of a recorded cost for the plastic bottles does not reflect their importance to our production process or potential value of the end products. This accounting treatment is specific to the characteristics of the materials used and does not imply any underlying concerns about the viability or value of the final products produced through our pyrolysis process.
Leases
The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term.
For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.
For the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12 months or less, lease payments are recognized as paid and are not recognized on the Company’s consolidated balance sheet as an accounting policy election.
Operating Segments
In accordance with ASC 280, management has determined that the Company operates as a single operating segment. Discrete financial information is only evaluated at the consolidated level, and the Chief Operating Decision Maker (“CODM”) reviews and assesses financial performance on a consolidated basis. No discrete financial information is prepared or evaluated at a subsidiary or component level for purposes of allocating resources or assessing performance.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the annual financial statements for the year ended December 31, 2024, and for interim periods beginning in 2025. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.
The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
F-12
NOTE 3 — GOING CONCERN
The accompanying
unaudited 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 $
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 — PROPERTY & EQUIPMENT
Property and equipment
are recorded at cost. The Company capitalizes purchases of property and equipment over $
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 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
F-13
Property and equipment stated at cost, less accumulated depreciation consisted of the following:
| Schedule of property and equipment stated at cost | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Pyrolysis unit | $ | $ | ||||||
| Equipment | ||||||||
| Buildings and fixtures | ||||||||
| Land | ||||||||
| Office furniture | ||||||||
| Leasehold improvements | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense
For the six months
ended June 30, 2025 and 2024, depreciation expense was $
NOTE 5 — LOANS PAYABLE
Effective January
1, 2025, the Company acquired a financing loan for its Director and Officer Insurance for $
West Virginia State Incentive Package
On June 12, 2023,
Clean-Seas announced that it secured $
NOTE 6 — CONVERTIBLE NOTES PAYABLE
Walleye Opportunities Master Fund Ltd
February 2023 Convertible Notes - Walleye Opportunities Master Fund Ltd
On February 21, 2023,
the Company entered into a securities purchase agreement (the “February Purchase Agreement”) with Walleye Opportunities Master
Fund Ltd (“Walleye”). Pursuant to the February Purchase Agreement, the Company issued senior convertible notes in the aggregate
principal amount of $
On February 21, 2023,
the Walleye, under the February Purchase Agreement purchased a senior convertible promissory note (the “February Note”) in
the original principal amount of $
The terms of the
February Note were amended pursuant to the March 2024 Note (discussed below).
F-14
April 2023 Convertible Note - Walleye Opportunities Master Fund Ltd
Pursuant to the February
Purchase Agreement, on April 10, 2023, Walleye purchased a senior convertible promissory note (the “April Note”) in the original
principal amount of $
May 2023 Convertible Note - Walleye Opportunities Master Fund Ltd
On May 26, 2023,
the Company entered into that certain Securities Purchase Agreement (the “May Purchase Agreement”) with Walleye, pursuant
to which Walleye purchased a senior convertible promissory note in the aggregate original principal amount of $
The May Note matures
12 months after issuance and bears interest at a rate of
This May Note is
currently in default and has incurred a $
March 2024 Financing Walleye Opportunities Master Fund Ltd.
On March 25, 2024
(the “Issue Date”), the Company and Walleye entered into a Securities Purchase Agreement (the “March Purchase Agreement”),
whereby: (i) the Company issued to Walleye (i) a convertible note in the aggregate principal amount of $
March 2024 Note
At any time on or
after the Issue Date, the March Investor shall be entitled to convert any portion of the outstanding Conversion Amount (as defined in
the March 2024 Note) into validly issued, fully paid and non-assessable shares of Common Stock at a conversion price equal to $
This note is currently
in default and has incurred a $
F-15
Coventry Enterprises, LLC
June 2024 Note - Coventry Enterprises, LLC
On June 14, 2024,
the Company issued a convertible promissory note to Coventry Enterprises, LLC in the aggregate principal amount of $
May 2025 Note - Coventry Enterprises, LLC
On May 27, 2025,
the Company issued a convertible promissory note to Coventry Enterprises, LLC in the aggregate principal amount of $
GS Capital Partners
October 2023 Note - GS Capital Partners
On October 26, 2023,
the Company entered into a Securities Purchase Agreement (the “October Purchase Agreement”)
with GS Capital Partners (the “GS Capital”)
related to the Company’s sale of two 12% convertible notes in the aggregate principal amount of $
On the First Closing Date, the Company issued restricted shares of Common Stock to GS Capital as additional consideration for the purchase of the First Note (the “First Note Commitment Shares”). In addition to the Commitment Shares, the Company agreed to issue shares of Common Stock to GS Capital (the “Returnable Shares”) for each Note.
As of June 30, 2025,
this note has been converted in full for a $
October 2024 Note - GS Capital Partners
On October 2, 2024,
the Company issued a convertible promissory note to GS Capital in the aggregate principal
amount of $82,500 (which includes $
May 2025 Note - GS Capital Partners
On May 13, 2025,
the Company issued a convertible promissory note to GS Capital in the aggregate principal
amount of $
ClearThink Capital Partners
May 2024 Note
On May 24, 2024,
the Company issued a convertible promissory note to ClearThink in the aggregate principal amount of $
F-16
October 2024 Note
On October 2, 2024,
the Company issued a convertible promissory note to ClearThink in the aggregate principal amount of $
May 2025 Note
On May 13, 2025,
pursuant to that certain Securities Purchase Agreement between the Company and ClearThink, the Company issued a convertible promissory
note to ClearThink in the aggregate principal amount of $
Trillium Partners LP
February 2024 Note Trillium Financing
On February 15, 2024,
the Company entered into a Securities Purchase Agreement (the “Trillium Agreement”) with Trillium Partners L.P. (“Trillium”),
whereby the Company issued and sold to Trillium (i) a promissory note (the “Trillium Note”) in the aggregate principal amount
of $
Pursuant to the Trillium
Note, beginning on the fifth month anniversary of the Issuance Date, and for the next six months after, the Company will make a total
of seven (7) equal monthly payments of $
This
note is currently in default and has incurred a $
The Company accounted for the above Convertible Notes according to ASC 815. For the derivative financial instruments that are accounted for as liabilities, the derivative liability was initially recorded at its fair value and is being re-valued at each reporting date, with changes in the fair value reported in the statements of operations.
For the warrants that were issued with each tranche of funding, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the warrants at inception and then calculates the relative fair value for each loan.
Commitment shares are valued at the closing stock price on the effective date of the promissory note. The value of the shares is accounted for as debt discount.
F-17
The Company deducts the total value of all discounts (OID, value of warrants, discount for derivative) from the calculated derivative liability with any difference accounted for as a loss on debt issuance.
The following table summarizes the convertible notes outstanding as of June 30, 2025:
| Schedule of convertible notes outstanding | ||||||||||||||||||||||||
| Note Holder | Date | Maturity Date | Interest | Default Interest | Balance December 31, 2024 |
Additions | Repayments / Conversions | Balance June 30, 2025 |
||||||||||||||||
| Walleye Opportunities Fund | |
— | — | |||||||||||||||||||||
| Walleye Opportunities Fund | — | — | ||||||||||||||||||||||
| Walleye Opportunities Fund | — | — | ||||||||||||||||||||||
| GS Capital Partners | — | ( |
||||||||||||||||||||||
| Trillium Partners LP | — | — | ||||||||||||||||||||||
| Walleye Opportunities Fund | — | — | ||||||||||||||||||||||
| ClearThink Capital Partners | ( |
|||||||||||||||||||||||
| Coventry Enterprises, LLC | — | ( |
— | |||||||||||||||||||||
| GS Capital Partners | — | — | ||||||||||||||||||||||
| ClearThink Capital Partners | — | ( |
||||||||||||||||||||||
| ClearThink Capital Partners | — | — | ||||||||||||||||||||||
| GS Capital Partners | — | — | ||||||||||||||||||||||
| Coventry Enterprises, LLC | — | — | ||||||||||||||||||||||
| Total | $ | $ | $ | ( |
$ | |||||||||||||||||||
| Less debt discount | $ | ( |
( |
|||||||||||||||||||||
| Convertible notes payable, net | $ | $ | ||||||||||||||||||||||
Total interest accrued
on the above convertible notes was $
A summary of the activity of the derivative liability for the notes above is as follows:
| Schedule of activity of derivative liability | ||||
| Balance at December 31, 2023 | $ | |||
| Increase to derivative due to new issuances and/or modification of conversion terms | ||||
| Decrease to derivative due to mark to market | ( | ) | ||
| Balance at December 31, 2024 | ||||
| Decrease to derivative due to conversions | ( | ) | ||
| Decrease to derivative due to mark to market | ( | ) | ||
| Balance at June 30, 2025 | $ | |||
F-18
NOTE 7 — COMMERCIAL LOAN
On November
13, 2024 (the “Closing Date”), Company’s wholly-owned subsidiary, Clean-Seas West Virginia, Inc. (the “Clean-Seas
WV”), closed on the transactions set forth in that certain Credit Agreement (the “Credit Agreement”) between Clean-Seas
West Virginia and The Huntington National Bank, a national banking association (the “Lender”). Pursuant to the Credit Agreement,
the Lender agreed to make a term loan (the “Term Loan”) to Clean-Seas West Virginia in the amount of $
Pursuant
to the Credit Agreement, the proceeds of the Term Loan will be funded to Clean-Seas West Virginia in two extensions (each, a “Credit
Extension”) as follows:
The Term
Loan is evidenced by a promissory note (the “Term Note”) executed by Clean-Seas West Virginia in favor of the Lender with
interest due and payable on the 15th calendar day of each month while any amount remains outstanding and the principal
amount to be repaid in full on the maturity date of
The credit
extension of $
The initial
credit extension of $
During the
six months ended June 30, 2025, the Company entered into Revenue Purchase Agreements with five separate accredited investors. Pursuant
to the terms of the agreements the Company has agreed to sell a continuing interest in the revenue it generates. The total purchase price
under the five agreements is $
On May 29,
2025, the Company entered into an additional Revenue Agreement with Kingdom Building, Inc. (“KBI”). Pursuant to the Agreement,
KBI agreed to purchase a continuing interest in the revenue generated by the Company and each of its subsidiaries from any and all sources
in consideration of the purchase price of $
F-19
NOTE 9 — RELATED PARTY TRANSACTIONS
Daniel Bates, CEO
On February 21, 2021, the Company amended the employment agreement with Daniel Bates, CEO. The amendment extended the term of his agreement from three years commencing May 27, 2020, to expire on May 27, 2025. As of June 30, 2025, a new agreement has not been finalized. Until such time Mr. Bates will continue to serve as CEO under the same terms.
As of June
30, 2025 and December 31, 2024, the Company owed Mr. Bates $
Rachel Boulds, CFO
Daniel Harris, Chief Revenue Officer
As of June
30, 2025 and December 31, 2024, the Company owed Mr. Harris $
Michael Dorsey, Director
During the
six months ended June 30, 2025 and 2024, the Company paid Mr. Dorsey, $
Greg Boehmer, Director
During the
six months ended June 30, 2025 and 2024, the Company paid Mr. Boehmer, $
Bart Fisher, Director
During the
six months ended June 30, 2025 and 2024, the Company paid Mr. Fisher, $
Green Invest Solutions Ltd.
During September
2023, a $
Management of Clean-Seas Morocco
On occasion, management
of Clean-Seas Morocco provides funds to the company for general operations. As of June 30, 2025 and December 31, 2024, $
Note Payable
Pursuant
to the Morocco Purchase Agreement, Clean-Seas paid an aggregate purchase price of $
On March
11, 2025, the Company issued a Promissory Note to Dan Bates, CEO, for $
On March
26, 2025, the Company issued a Promissory Note to Dan Bates, CEO, for $
Related Party Revenue
For the six months ended June 30, 2025, our operations in Morocco generated all of the revenue from a party under control of the management of Clean-Seas Morocco.
F-20
NOTE 10 — COMMON STOCK
On January 1, 2025, the Company issued shares of common stock to a service provider. The shares were valued at $, the closing stock price on the date of grant, for total non-cash expense of $.
On January 30, 2025, the Company’s transfer agent issued shares of common stock due as of December 31, 2024, to a service provider for services.
On January 31, 2025, the Company’s transfer agent issued commitment shares of common stock due to GS Capital.
On February 6, 2025, the Company’s transfer agent issued the shares of common stock granted to Mr. Bates on December 12, 2024.
On February 6, 2025, the Company’s transfer agent issued the shares of common stock granted to Ms. Boulds on December 12, 2024.
On February 6, 2025, the Company’s transfer agent issued the shares of common stock granted to Ms. Harris on December 12, 2024.
On February 6, 2025 the Company’s transfer agent issued the shares of common stock granted to its directors on December 12, 2024.
On February 6, 2025, the Company’s transfer agent issued the shares of common stock granted to its service providers and employees on December 12, 2024.
On February 6, 2025, the Company’s transfer agent issued the shares of common stock purchased on August 23, 2024.
On February 6, 2025, the Company’s transfer agent issued shares of common stock due as of December 31, 2024 for services.
On February 14, 2025, The Company issued shares of common stock each to GS Capital and ClearThink for commitment shares pursuant to the terms of promissory notes that were issued in 2024.
On February 24, 2025, the Company’s transfer agent issued shares of common stock due for the Dorado Purchase Agreement as of December 24, 2024.
During the
three months ended March 31, 2025, ClearThink converted $
During the
three months ended March 31, 2025, Coventry converted $
During the three
months ended June 30, 2025, the Company issued a total of shares of common stock to various service providers. The shares
were valued at the closing stock price on the date of grant, for total non-cash expense of $
F-21
On May 22, 2025,
the Company issued shares of common stock to GS Capital as a default penalty on a convertible note. The shares were valued
at $
On May 22, 2025,
the Company issued shares of common stock to ClearThink Capital as a default penalty on a convertible note. The shares were
valued at $
During the three
months ended June 30, 2025, ClearThink Capital converted $
During the three
months ended June 30, 2025, GS Capital converted $
On May 13, 2025, the Company issued shares of common stock each to GS Capital and ClearThink for commitment shares pursuant to the terms of promissory notes that were issued on May 13, 2025.
During the three months ended June 30, 2025, the Company issued shares of common stock for commitment shares pursuant to the terms of The Revenue Share Agreements (see Note 8 ).
NOTE 11 — PREFERRED STOCK
The Company is authorized to issue shares of Preferred Stock at $ 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 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 shares of its authorized preferred stock as Series B Convertible, Non-voting Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock does not bear a dividend or have voting rights. The Series B Preferred Stock automatically converted into shares of common stock on January 1, 2023, at the rate of 10 shares of common stock for each share of Series B Preferred Stock; however, due to an ongoing dispute with certain holders of the Series B Preferred Stock, which is expected to be resolved through binding arbitration in December 2023, such conversion has not been effectuated as of the date hereof. Holders of our Series B Preferred Stock have anti-dilution rights protecting their interests in the Company from the issuance of any additional shares of capital stock for a two year period following conversion of the Series B Preferred Stock calculated at the rate of 20% on a fully diluted basis.
On December 17, 2020, the Company entered into a three-year consulting agreement with Leonard Tucker LLC (“Tucker”). Per the terms of the agreement, Tucker received shares of Series B Preferred Stock for services provided, which shares of Series B Preferred Stock are to be classified as mezzanine equity until they are fully issued. As a result of the arbitrator’s decision regarding the Company’s litigation with Tucker, as of April 15, 2024 Tucker does not hold any shares of Series B Preferred Stock. See Note 13 – Commitments and Contingencies (Legal Proceedings) below. The shares of Series B Preferred Stock were cancelled and credited to additional paid in capital.
Series C Preferred Stock
On February 19, 2021, the Company amended its Articles of Incorporation whereby 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-22
Series D Preferred Stock
Pursuant to the KBI Agreement (Note 8), and in connection with the Company’s obligation to deliver shares of Series D Preferred thereunder, on July 22, 2025, the Company filed with the Secretary of State of the State of Nevada, a Certificate of Designation of Series D Convertible Preferred Stock establishing the voting powers, designations, preferences, limitations, restrictions and relative rights of the Series D Convertible Preferred Shares (the “Series D COD”). The Series D COD authorizes shares of Series D Preferred Stock, which shares are convertible into shares of Common Stock at a price of $ per share, meaning one share of Series D Preferred Stock converts into shares of Common Stock, at the option of the holder thereof (the “Series D Conversion Price”). The Series D Conversion Price shall not be adjusted for stock splits, stock dividends, recapitalizations, or similar events. Additionally, the holder of Series D Preferred Stock shall not be entitled to convert any portion of its Series D Preferred Stock into shares of Common Stock to the extent that such conversion would result in the holder beneficially owning in excess of 4.99% of the then outstanding Common Stock.
NOTE 12 – CLEAN SEAS WEST VIRGINIA EQUITY
Pursuant to the terms and provisions
of that certain Purchase Agreement entered into effective as of June 3, 2025 between Clean-Seas West Virginia, Inc. (“Clean-Seas
WV”) and an accredited investor, Clean-Seas WV issued and sold shares of its common stock (the “WV Common Stock”)
to the investor in exchange for an aggregate purchase price of $
Pursuant to the terms and provisions
of that certain Purchase Agreement entered into effective as of June 17, 2025 between Clean-Seas WV and an accredited investor, Clean-Seas
WV issued and sold shares of WV Common Stock to the investor in exchange for an aggregate purchase price of $
NOTE 13 — WARRANTS
A summary of the Company’s outstanding warrants as of June 30, 2025 is as follows.
| Schedule of warrants | ||||||||||||||
| Number
of Warrants |
Weighted Average Exercise Price |
Weighted
Average Remaining Contract Term |
Intrinsic Value | |||||||||||
| Outstanding, December 31, 2023 | $ | $ | ||||||||||||
| Issued | $ | |||||||||||||
| Cancelled | $ | — | ||||||||||||
| Exercised | ( |
$ | — | |||||||||||
| Outstanding, December 31, 2024 | $ | $ | — | |||||||||||
| Issued | $ | — | ||||||||||||
| Expired | ( |
$ | — | |||||||||||
| Exercised | $ | — | ||||||||||||
| Outstanding, June 30, 2025 | $ | $ | — | |||||||||||
NOTE 14 — COMMITMENTS AND CONTINGENCIES
Legal Proceedings
At present, 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.
Trillium
On
November 1, 2024, Trillium filed a lawsuit in the United States District Court for the District of Nevada (Case No. 2:24-cv-02047) against
the Company and its transfer agent, ClearTrust as a relief defendant, seeking monetary damages, as well declaratory and injunctive relief
related to. On February 24, 2025, Trillium amended its complaint, adding Frank Benedetto, Mirador Consulting LLC and the following members
of the Company’s board of directors as named defendants: Daniel Bates, Gregory Boehmer, Bart Fisher, and Dr. Michael Dorsey. In
its complaint, Trillium claims allege that Clean Vision defaulted on a convertible promissory note, and thereafter, in conjunction with
the other co-defendants, tortiously blocked Trillium’s ability to convert shares under the convertible promissory note. Clean Vision
has countersued Trillium, seeking declaratory relief to adjudicate and declare the respective parties’ rights and obligations under
the convertible promissory note, if any. Daniel Bates and Gregory Boehmer have both filed motions to dismiss the claims against them.
In addition to the $
Effective May 2, 2025, the United Stated District Court of Nevada filed an Order Dismissing the case. The Company reversed the potential settlement liability of $145,967, recognizing the gain in Q1 2025. On July 31, 2005, the Company entered into a Settlement Agreement and Release Agreement with Trillium, whereby the Company established a reserve of shares of common stock to be issued in eleven equal installments of shares of common stock each to Trillium. The first shares of common stock are to be issued on August 6, 2025, with each subsequent issuance of shares on the 6th day of each month thereafter. The settlement agreement releases the Company from all amounts due to Trillium as of June 30, 2025.
Borders Consulting LLC
On July
21, 2025, Borders Consulting, LLC (“Borders Consulting”) filed a complaint against the Company seeking $
F-23
NOTE 15 – OPERATING LEASES
Adoption of Accounting
Standard Update (“ASU”) 2016-02, Leases (Topic 842), resulted in recording an initial right-of-use (“ROU”)
assets and operating lease liabilities of $
On January 24, 2025,
Adoption of
Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842), resulted in recording an initial right-of-use (“ROU”)
assets and operating lease liabilities of $
| Asset | Balance Sheet Classification | June 30, 2025 | December 31, 2024 | ||||||
| Operating lease assets | Right of use assets | $ | $ | ||||||
| Total lease assets | $ | $ | |||||||
| Liability | |||||||||
| Operating lease liability – current portion | Current operating lease liability | $ | z |
$ | |||||
| Operating lease liability – noncurrent portion | Long-term operating lease liability | ||||||||
| Total lease liability | $ | $ | |||||||
F-24
Lease obligations at June 30, 2025 consisted of the following:
| Schedule of lease obligations | ||||
| For the year ended December 31: | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total payments | $ | |||
| Amount representing interest | $ | ( |
||
| Lease obligation, net | ||||
| Less current portion | ( |
|||
| Lease obligations – long term | $ | |||
Lease expense for
the six months ended June 30, 2025 for the auto and property lease, was $
NOTE 16 - SEGMENT REPORTING
ASC Topic 280, “Segment Reporting” establishes the standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company is managed as one operating unit, rather than multiple reporting units, for internal reporting purposes and for internal decision-making and discloses its operating results in a single reportable segment. The Company’s chief operating decision maker (“CODM”), represented by the Company’s Chief Executive Officer, reviews financial information and assesses the operations of the Company in order to make strategic decisions such as allocation of resources and assessing operating performance.
NOTE 17 — DISCONTINUED OPERATIONS
In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the liabilities of the discontinued operations in the consolidated balance sheets. The liabilities have been reflected as
discontinued operations in the consolidated balance sheets as of June 30, 2025 and December 31, 2024 , and consist of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Current Liabilities of Discontinued Operations: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Loans payable | ||||||||
| Total Current Liabilities of Discontinued Operations: | $ | $ | ||||||
NOTE 18 — SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date of filing and has determined that it has the following material subsequent events to disclose in these unaudited consolidated financial statements.
On July 1, 2025,
the Company issued a convertible promissory note to Labrys Fund, LP in the aggregate principal amount of $
On July 17, 2025,
the Company issued a convertible promissory note to CFI Capital LLC in the aggregate principal amount of $
On July 22, 2025, the Company filed its Amended Article of Incorporation establishing the Series D preferred stock. It then issued the shares that were due to KBI as of June 30, 2025.
On July
30, 2025, GS Capital converted $
F-25
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s expectations. Should one or more of these uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.
The following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.
Company Overview and Description of Business
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.
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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
Available Information
All reports of the Company filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.
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 common stock is quoted on the OTCQB maintained by OTC Markets, Inc. under the symbol “CLNV”.
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Results of Operations
Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024
Revenue
For the three months ended June 30, 2025 and 2024, the Company recognized revenue of $52,612 and $23,455, respectively from our subsidiary Clean-Seas Morocco, an increase of $29,157 or 124.3%. Revenue from operations is generated from the processing of plastic waste material ("feedstock") at our plant in Agadir, Morocco. The plastic 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.
Consulting Expense
For the three months ended June 30, 2025 and 2024, we had consulting expenses of $629,306 and $222,713, respectively, an increase of $406,593 or 182,6%. In the current period we have hired more consultants related to the work being done with Clean Seas West Virginia. We also issued shares of common stock for total non-cash consulting expenses of $366,000.
Advertising and Promotion Expense
For the three months ended June 30, 2025 and 2024, we had advertising and promotion expenses of $51,558 and $30,044, respectively, an increase of $21,514 or 71.6%. The Company has been actively increasing its marketing activities in 2025.
Development Expense
For the three months ended June 30, 2025 and 2024 we had development expenses of $30,443 and $20,858, respectively, an increase of $9,585 or 46%.
Professional Fees
For the three months ended June 30, 2025 and 2024, we had professional fees of $251,755 and ($79,255), respectively, an increase of $331,010 or 417.7%. The negative amount in the prior period is due to the adjustments made to our restated financial statements for the year ended December 31, 2023. In the current period we incurred approximately $64,500 of audit fee and $169,000 in legal fees.
Payroll Expense
For the three months ended June 30, 2025 and 2024, we had payroll expenses of $337,213 and $328,892, respectively, an increase of $8,321 or 2.5%. Our payroll has stayed consistent as we have not hired any new employees.
Director Fees
For the three months ended June 30, 2025 and 2024, we had director fees of $13,500 and $27,992, a decrease of $14,492 or 51.8%.
General and Administrative Expenses
For the three months ended June 30, 2025 and 2024, we had G&A expenses of $663,981 and $333,924, respectively, an increase of $330,057 or 98.8%. Some of our larger expenses and reasons for the increase in G&A expense in the current period is $334,123 used by Clean Seas UK, $60,000 of rent expense for West Virginia, supplies and maintenance expense for West Virgina of $40,725. There was also an increase of G&A expense for Clean Seas Morocco.
28
Other Income and Expense
For the three months ended June 30, 2025 and 2024, we had total other income of $1,459,986 compared to other expense of $1,031,555, respectively. In the current period we recognized $703,145 of interest expense, of which $118,009 was amortization of debt discount, a gain in the change in fair value of derivative of $2,178,655, a loss on the conversion of debt of $84,908 and penalty expense for default on a convertible note of $15,643. We had gains of $84,908 for the extinguishment of debt and $119 of other income. For the three months ended June 30, 2024, we recognized $883,764 of interest expense, of which $785,478 was amortization of debt discount, a loss of $281,450 for the issuance of convertible debt, a gain in the change in fair value of derivative of $113,184, a gain on the extinguishment of debt of $20,000 and other income of $475.
Net Loss
Net loss for the three months ended June 30, 2025 was $381,622 (after deducting $91,683 for the non-controlling interest). Net loss for the three months ended June 30, 2024, was $1,824,497 (after deducting $80,871 for the non-controlling interest). Although we had an increase in our loss from operations of $1,059,478, that loss was offset by the gain in the change in fair value of derivative, which resulted in the lower net loss for the period.
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Revenue
For the six months ended June 30, 2025 and 2024, the Company recognized revenue of $63,137 and $73,147, respectively from our subsidiary Clean-Seas Morocco, a decrease of $10,010 or 13.7%. Revenue from operations is generated from the processing of plastic waste material ("feedstock") at our plant in Agadir, Morocco. The plastic 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.
Consulting Expense
For the six months ended June 30, 2025 and 2024, we had consulting expenses of $872,403 and $606,945, respectively, an increase of $265,458 or 43.7%. In the current period we have hired more consultants related to the work being done with Clean Seas West Virginia. We also issued shares of common stock for total non-cash consulting expenses of $469,000.
Advertising and Promotion Expense
For the six months ended June 30, 2025 and 2024, we had advertising and promotion expenses of $119,753 and $60,716, respectively, an increase of $59,037 or 97.2%. The Company has been actively increasing its marketing activities in 2025.
Development Expense
For the six months ended June 30, 2025 and 2024 we had development expenses of $32,863 and $49,373, respectively, a decrease of $16,510 or 33.4%. Development expenses are related to the PCN facility in West Virginia as activity is now focused on preparing the facility for production.
Professional Fees
For the six months ended June 30, 2025 and 2024, we had professional fees of $339,546 and $322,650, respectively, an increase of $16,896 or 5.2%. In the current period we incurred approximately $86,000 of audit fee and $239,000 in legal fees, which increased over the prior period.
Payroll Expense
For the six months ended June 30, 2025 and 2024, we had payroll expenses of $743,955 and $630,438, respectively, an increase of $113,517 or 18%. In the prior period we hired a new employee in April 2024 so only incurred that expense for two and a half months as opposed to the full six months in 2025. Clean Seas Morocco also has a $20,500 payroll increase in the current period.
29
Director Fees
For the six months ended June 30, 2025 and 2024, we had director fees of $27,000 and $41,992, a decrease of $14,992 or 35.7%.
General and Administrative Expenses
For the six months ended June 30, 2025 and 2024, we had G&A expenses of $876,702 and $662,464, respectively, an increase of $214,238 or 32.3%. Some of our larger expenses and reasons for the increase in G&A expense in the current period is approximately $347,000 used by Clean Seas UK (a $286,000 increase over the prior period), $80,000 of rent expense for West Virginia (which we did not have in the prior period), supplies and maintenance expense for West Virgina of $50,300 ($48,000 increase over the prior period). There was also an increase of G&A expense for Clean Seas Morocco.
Other Income and Expense
For the six months ended June 30, 2025 and 2024, we had total other expense of $808,946 compared to total other expense of $1,795,782 , respectively. In the current period we recognized $1,335,542 of interest expense, of which $381,203 was amortization of debt discount, a gain in the change in fair value of derivative of $446,598, a loss on the conversion of debt of $96,962 and penalty expense for default on a convertible note of $55,000. We also had gains of $230,875 for the extinguishment of debt and $1,085 of other income. For the three months ended June 30, 2024, we recognized $2,366,562 of interest expense, of which $2,108,012 was amortization of debt discount, a loss of $357,140 for the issuance of convertible debt, a gain in the change in fair value of derivative of $711,490, a gain on the extinguishment of debt of $216,430.
Net Loss
Net loss for the six months ended June 30, 2025 was $3,651,040 (after deducting $117,082 for the non-controlling interest). Net loss for the six months ended June 30, 2024, was $3,985,529 (after deducting $120,799 for the non-controlling interest). Although we had an increase in our loss from operations of $648,630, that loss was offset by the gain in the change in fair value of derivative and the gain on the extinguishment of debt, which resulted in the lower net loss for the period.
Liquidity and Capital Resources
Cash Flow from Operating Activities
During the six months ended June 30, 2025 and 2024, we used $3,960,207 and $1,384,208 of cash in operating activities. During the current period, we incurred a net loss of $3,768,122, adjusted by $293,279 for non-cash items and $473,572 in adjustments for changes in assets and liabilities. In the prior period we incurred a net loss of $4,106,328, adjusted by $1,918,451 for non-cash items and $803,669 in adjustments for changes in assets and liabilities.
Cash Flow from Investing Activities
During the six months ended June 30, 2025, we used $2,639,061 for the purchase of property and equipment and had a decrease in our trading securities of $613. Most of the funds used were for the purchase of equipment and leasehold improvements in West Virginia. During the six months ended June 30, 2024, we used $147,634 for the purchase of property and equipment.
Cash Flow from Financing Activities
During the six months ended June 30, 2025, we had net cash received of $8,701,171 from financing activity. Our cash overdraft in Morocco increased to $105,425. We received $350,000 of proceeds from notes payable issued to our CEO, $517,000 from the issuance of convertible notes, $803,844 proceeds from other notes payable and $6,823,900 from our commercial loan. We also received $150,002 through the sales of shares in Clean Seas West Virginia, and we repaid $35,000 of a related party loan. During the six months ended June 30, 2024, we had net cash received of $1,258,769 . We received $1,358,500 proceeds from convertible notes, $100,000 proceeds from the sale of Common Stock, $82,674 from other notes payable. Cash received was offset by repayment of $314,285 of a convertible note payable and a cash overdraft of $31,880.
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Going Concern
The accompanying unaudited 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 $52,486,135 at June 30, 2025, and had a net loss of $3,768,122 for the six months ended June 30, 2025. 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 unaudited consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
The Company believes that its current cash on hand will not be sufficient to fund its projected operating requirements for the next twelve months since the date of this Quarterly Report on Form 10-Q.
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. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve-month period since the date of this Quarterly Report on Form 10-Q.
Off Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in its securities.
Capital Raising Transactions
Proceeds from Notes Payable – Related Party
We generated net proceeds of $350,000 from the issuance of notes payable to our CEO during the six months ended June 30, 2025.
Other outstanding obligations at June 30, 2025
Convertible Notes Payable
The Company has convertible promissory notes aggregating $6,517,300 (not including debt discounts) outstanding at June 30, 2025. The accrued interest amounted to approximately $1,313,827 as of June 30, 2025. The convertible notes payable bear interest at rates ranging between 5% and 24% per annum.
Revenue Share Agreements
The Company has revenue shares agreements totaling $700,000 (not including debt discounts) outstanding at June 30, 2025.
Commercial Loan
On November 13, 2024 (the “Closing Date”), Clean Vision Corporation’s (“Clean Vision” or the “Company”) wholly-owned subsidiary, Clean-Seas West Virginia, Inc. (the “Clean-Seas WV”), closed on the transactions set forth in that certain Credit Agreement (the “Credit Agreement”) between Clean-Seas WV and The Huntington National Bank, a national banking association (the “Lender”). Pursuant to the Credit Agreement, the Lender agreed to make a term loan (the “Term Loan”) to Clean-Seas WV in the amount of $15,000,000, with the proceeds to be used for costs and expenses associated with the development and construction of Clean-Seas WV’s recycling and processing facility located in Kanawha County, West Virginia.
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Pursuant to the Credit Agreement, the proceeds of the Term Loan will be funded to Clean-Seas WV in two extensions (each, a “Credit Extension”) as follows: (i) the initial Credit Extension in the amount of $5,000,000 on the Closing Date; and (ii) the second Credit Extension in the amount of $10,000,000 upon the satisfaction or waiver of the conditions set forth in Section 4.2 of the Credit Agreement, including, but not limited to, the delivery to the Lender of an executed performance and payment bond issued by a surety company listed on the Federal Treasury List that is rated A or higher by A.M. Best in an amount equal to $15,000,000 naming the Lender as beneficiary. On the Closing Date, Clean-Seas WV paid an upfront fee in the amount of $75,000 to the Lender.
The Term Loan is evidenced by a promissory note (the “Term Note”) executed by Clean-Seas WV in favor of the Lender with interest due and payable on the 15th calendar day of each month while any amount remains outstanding and the principal amount to be repaid in full on the maturity date of February 1, 2027. The Term Note bears interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus 3.75% per annum. Upon the occurrence and during the continuance of an event of default, the interest rate applicable to the Term Note shall be equal to 2% per annum above the interest rate otherwise applicable (the “Default Rate”) and all such interest accrued at the Default Rate shall be due and payable on demand of the Lender.
The credit extension of $11,823,900 as of June 30, 2025, is presented on the balance sheet net of debt discount of $135,361.
Critical Accounting Policies
Refer to Note 2 to the Financial Statements for the six months ended June 30, 2025, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2024, for a full discussion of our critical accounting policies and procedures.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 4. CONTROLS AND PROCEDURES
During the quarter ended June 30, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, using the Internal Control - Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2025, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
At present, 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.
Trillium
On November 1, 2024, Trillium filed a lawsuit in the United States District Court for the District of Nevada (Case No. 2:24-cv-02047) against the Company and its transfer agent, ClearTrust as a relief defendant, seeking monetary damages, as well declaratory and injunctive relief related to . On February 24, 2025, Trillium amended its complaint, adding Frank Benedetto, Mirador Consulting LLC and the following members of the Company’s board of directors as named defendants: Daniel Bates, Gregory Boehmer, Bart Fisher, and Dr. Michael Dorsey. In its complaint, Trillium claims allege that Clean Vision defaulted on a convertible promissory note, and thereafter, in conjunction with the other co-defendants, tortiously blocked Trillium’s ability to convert shares under the convertible promissory note. Clean Vision has countersued Trillium, seeking declaratory relief to adjudicate and declare the respective parties’ rights and obligations under the convertible promissory note, if any. Daniel Bates and Gregory Boehmer have both filed motions to dismiss the claims against them. In addition to the $174,933 penalty added to the principal and, increased interest rate, the Company has accrued a potential settlement liability of $145,967 as of December 31, 2024.
Effective May 2, 2025, the United Stated District Court of Nevada filed an Order Dismissing the case. The Company reversed the potential settlement liability of $145,967, recognizing the gain in Q1 2025. On July 31, 2005, the Company entered into a Settlement Agreement and Release Agreement with Trillium, whereby the Company established a reserve of 55,000,000 shares of common stock to be issued in eleven equal installments of 5,000,000 shares of common stock each to Trillium. The first 5,000,000 shares of common stock are to be issued on August 6, 2025, with each subsequent issuance of 5,000,000 shares on the 6th day of each month thereafter. The settlement agreement releases the Company from all amounts due to Trillium as of June 30, 2025.
Borders Consulting LLC
On July 21, 2025, Borders Consulting, LLC (“Borders Consulting”) filed a complaint against the Company seeking $200,000 in damages for an alleged business dispute. The litigation with Borders Consulting is currently ongoing.
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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended June 30, 2025, the Company issued a total of 17,000,000 shares of common stock to various service providers. The shares were valued at the closing stock price on the date of grant, for total non-cash expense of $366,000.
On May 22, 2025, the Company issued 2,000,000 shares of common stock to GS Capital as a default penalty on a convertible note. The shares were valued at $0.018, the closing stock price on the date of default, for total non-cash expense of $36,000.
On May 22, 2025, the Company issued 2,000,000 shares of common stock to ClearThink Capital as a default penalty on a convertible note. The shares were valued at $0.0095, the closing stock price on the date of default, for total non-cash expense of $19,000.
During the three months ended June 30, 2025, ClearThink Capital converted $147,500 and $52,120 of principal and interest, respectively into 21,665,344 shares of common stock.
During the three months ended June 30, 2025, GS Capital converted $26,741 and $9,263 of principal and interest and fees, respectively into 3,900,752 shares of common stock.
On May 13, 2025, the Company issued 2,500,000 shares of common stock each to GS Capital and ClearThink for commitment shares pursuant to the terms of promissory notes that were issued on May 13, 2025.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
*Filed herewith
34
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 19, 2025 | By: | /s/ Daniel Bates |
| Name: | Daniel Bates | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: August 19, 2025 | By: | /s/ Rachel Boulds |
| Name: | Rachel Boulds | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
35
Exhibit 4.10
Exhibit 10.13
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT
TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Daniel Bates, Chief Executive Officer of Clean Vision Corporation (the “Registrant”) certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2025 of the Registrant;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Dated: August 19, 2025
| By: | /s/ Daniel Bates | |
Daniel Bates Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT
TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Rachel Boulds, Chief Financial Officer of Clean Vision Corporation (the “Registrant”) certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2025 of the Registrant;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Dated: August 19, 2025
| By: | /s/ Rachel Boulds | |
| Rachel Boulds | ||
Chief Financial Officer (Principal Financial and Accounting Executive) |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES—OXLEY ACT OF 2002
In connection with the Quarterly Report of Clean Vision Corporation (the “Company”) on Form 10-Q for the six months ended June 30, 2025 as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel Bates, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec.1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
Date: August 19, 2025
| By: | /s/ Daniel Bates | |
Daniel Bates Chief Executive Officer |
||
| (Principal Executive) |
In connection with the Quarterly Report of Clean Vision Corporation (the Company”) on Form 10-Q for the six months ended June 30, 2025 as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Rachel Boulds, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec.1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
Date: August 19, 2025
| By: | /s/ Rachel Boulds | |
Rachel Boulds (Principal Financial and Accounting Executive) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Clean Vision Corporation and will be retained by Clean Vision Corporation and furnished to the United States Securities and Exchange Commission or its staff upon request.