Clean Vision Corp 10-Q for FY2024 Q3

Clean Vision Corp (CLNV)

10-Q 2024-11-19 For: 2024-09-30

Added on April 07, 2026

About this 10-Q

Clean Vision Corp filed this 10-Q on November 19, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $34.8K; up 29.3% from $26.91K a year earlier
Net loss: $1.6M; compared with a net loss of $995.63K a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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Nevada		85-1449444
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

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

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

PART I	Financial Information
Item 1.	Financial Statements (unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	29

PART II	Other Information
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
Signatures		32

Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	F-2

Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	F-3

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2024, and 2023 (unaudited)	F-4

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024, and 2023 (unaudited)	F-6

Notes to the Consolidated Financial Statements (unaudited)	F-7


	September 30, 2024			December 31, 2023
ASSETS		(Unaudited)			(Audited)
Current Assets:
Cash	$	4,180		$	339,921
Prepaids and other assets		418,322			366,812
Accounts receivable		8,152			70,745
Loan receivable		70,000			70,000
Trading securities		5,263			5,069
Total Current Assets		505,917			852,547
Property and equipment		4,928,359			4,883,566
Goodwill		4,854,622			4,854,622
Total Assets	$	10,288,898		$	10,590,735
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Cash overdraft	$	410,489		$	353,159
Accounts payable		1,412,696			758,038
Accrued compensation		746,514			344,015
Accrued expenses		782,924			546,392
Convertible note payable, net of discount of $782,889 and $1,701,403, respectively		4,432,594			2,779,199
Derivative liability		251,721			598,306
Loans payable		822,808			780,656
Related party payables		760,059			549,946
Loans payables – related party		4,500,000			4,500,000
Liabilities of discontinued operations		67,093			67,093
Total current liabilities		14,186,898			11,276,804
Economic incentive (Note 12)		1,750,000			1,750,000
Total Liabilities		15,936,898			13,026,804

Commitments and contingencies		—			—

Mezzanine Equity:
Series B Preferred stock, $0.001 par value, 2,000,000 shares authorized; 0 and 2,000,000 shares issued and outstanding, respectively		—			1,800,000
Total mezzanine equity		—			1,800,000

Stockholders' Deficit:
Preferred stock, $0.001 par value, 4,000,000 shares authorized; no shares issued and outstanding		—			—
Series A Preferred stock, $0.001 par value, 2,000,000 shares authorized; no shares issued and outstanding		—			—
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding		2,000			2,000
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 798,511,454 and 682,463,425 shares issued and outstanding, respectively		798,512			682,464
Common stock to be issued		298,000			217,775
Additional paid-in capital		32,324,443			28,238,505
Accumulated other comprehensive loss		13,306			2,171
Accumulated deficit		(40,370,138	)		(34,831,900	)
Non-controlling interest		1,285,877			1,452,916
Total stockholders' deficit		(5,648,000	)		(4,236,069	)
Total liabilities and stockholders' deficit	$	10,288,898		$	10,590,735


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	34,799		$	26,908		$	107,946		$	188,205
Cost of revenue		2,149			(11,589	)		11,264			22,273
Gross margin		32,650			38,497			96,682			165,932
Operating Expenses:
Consulting		230,819			389,925			837,764			1,084,423
Advertising and promotion		30,109			—			90,825			—
Development expense		172,523			—			221,896			—
Professional fees		36,399			79,527			359,049			621,087
Payroll expense		337,378			217,806			967,816			750,070
Director fees		23,500			13,500			65,492			101,500
General and administration expenses		127,125			401,845			789,589			1,162,648
Total operating expense		957,853			1,102,603			3,332,431			3,719,728
Loss from Operations		(925,203	)		(1,064,106	)		(3,235,749	)		(3,553,796	)
Other income (expense):
Interest expense		(604,056	)		(1,590,647	)		(2,970,618	)		(3,299,800	)
Change in fair value of derivative		114,413			1,038,342			825,903			2,174,421
Loss on debt issuance		—			—			(357,140	)		(2,676,526	)
Gain on conversion of debt		35,698			620,778			35,698			881,660
Gain on extinguishment of debt		—			—			216,430			17,500
Penalty expense on convertible debt		(219,801	)		—			(219,801	)		—
Total other income (expense)		(673,746	)		68,473			(2,469,528	)		(2,902,745	)
Net loss before provision for income tax		(1,598,949	)		(995,633	)		(5,705,277	)		(6,456,541	)
Provision for income tax expense		—			—			—			—
Net loss	$	(1,598,949	)	$	(995,633	)	$	(5,705,277	)	$	(6,456,541	)
Net income (loss) attributed to non-controlling interest		46,240			(51,697	)		167,039			(18,403	)
Net loss attributed to Clean Vision Corporation		(1,552,709	)		(1,047,330	)		(5,538,238	)		(6,474,944	)
Other comprehensive income:
Foreign currency translation adjustment		13,529			(16,404	)		11,135			(33,462	)
Comprehensive loss	$	(1,539,180	)	$	(1,063,734	)	$	(5,527,103	)	$	(6,508,406	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding - basic and diluted		746,302,675			495,274,326			712,831,938			466,596,880


	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 (Restated)		—	$	—		2,000,000	$	2,000		682,463,425	$	682,464	$	28,238,505		$	217,775		$	2,171		$	1,452,916		$	(34,831,900	)	$	(4,236,069	)
Stock issued for services		—		—		—		—		455,840		456		15,544			261,772			—			—			—			277,772
Stock issued for debt commitments		—		—		—		—		5,600,000		5,600		196,560			—			—			—			—			202,160
Stock issued for cash		—		—		—		—		5,000,000		5,000		95,000			—			—			—			—			100,000
Stock issued for warrant exercise		—		—		—		—		2,181,818		2,182		(2,182	)		—			—			—			—			—
Debt issuance cost – warrants issued		—		—		—		—		—		—		575,690			—			—			—			—			575,690
Net loss		—		—		—		—		—		—		—			—			(2,168	)		(39,928	)		(2,161,032	)		(2,203,128	)
Balance, March 31, 2024		—		—		2,000,000		2,000		695,701,083		695,702		29,119,117			479,547			3			1,412,988			(36,992,932	)		(5,283,575	)
Stock issued for services		—		—		—		—		10,000,000		10,000		206,000			—			—			—			—			216,000
Stock issued for debt commitments		—		—		—		—		435,012		435		19,340			(11,775	)		—			—			—			8,000
Stock issued for conversion of debt		—		—		—		—		9,520,088		9,520		109,286			—			—			—			—			118,806
Cancellation of mezzanine equity		—		—		—		—		—		—		1,800,000			—			—			—			—			1,800,000
Net loss		—		—		—		—		—		—		—			—			(226	)		(80,871	)		(1,824,497	)		(1,824,497	)
Balance, June 30, 2024		—		—		2,000,000		2,000		715,656,183	$	715,657	$	31,253,743		$	467,772			(223	)	$	1,332,117		$	(38,817,429	)		(5,046,363	)
Stock issued for services		—		—		—		—		9,010,370		9,010		260,762			(269,772	)		—			—			—			—
Stock issued for conversion of debt		—		—		—		—		73,844,901		73,845		809,938			—			—			—			—			883,783
Stock sold from cash																	100,000												100,000
Net loss		—		—		—		—		—		—		—			—			13,529			(46,240	)		(1,552,709	)		(1,585,420	)
Balance, September 30, 2024		—	$	—		2,000,000	$	2,000		798,511,454	$	798,512	$	32,324,443		$	298,000		$	13,306		$	1,285,877		$	(40,370,138	)	$	(5,648,000	)

	Series A Preferred Stock				Series C Preferred Stock				Common Stock						Additional paid			Common Stock to be			Accumulated Other Comprehensive			Accumulated			Minority			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			In Capital			Issued			Loss			Deficit			Interest			Deficit
Balance, December 31, 2022		—	$	—		2,000,000	$	2,000		402,196,273		$	402,197		$	15,203,394		$	76,911		$	16,670		$	(19,078,809	)	$	—		$	(3,377,637	)
Stock dividend		—		—		—		—		21,816,590			21,817			1,461,711			—			—			(1,483,528	)		—			—
Stock issued for services – related party		—		—		—		—		500,000			500			60,500			—			—			—			—			61,000
Stock issued for services		—		—		—		—		4,950,000			4,950			350,425			39,334			—			—			—			394,709
Stock issued for cash		—		—		—		—		16,750,000			16,750			318,250			—			—			—			—			335,000
Stock issued for debt conversion		—		—		—		—		19,286,137			19,286			366,437			—			—			—			—			385,723
Debt issuance cost – warrants issued		—		—		—		—		—			—			1,321,698			—			—			—			—			1,321,698
Shares cancelled		—		—		—		—		(3,000,000	)		(3,000	)		3,000			—			—			—			—			—
Net loss		—		—		—		—		—			—			—			—			(1,541	)		(2,701,002	)		—			(2,702,543	)
Balance, March 31, 2023		—		—		2,000,000		2,000		462,499,000			462,500			19,085,415			116,245			15,129			(23,263,339	)		—			(3,582,050	)
Adjust stock dividend shares		—		—		—		—		(16	)		—			—			—			—			—			—			—
Stock issued for services		—		—		—		—		500,000			500			31,900			(27,474	)		—			—			—			4,926
Stock issued for debt conversion		—		—		—		—		25,450,000			25,450			949,650			—			—			—			—			975,100
Debt issuance cost – warrants issued		—		—		—		—		—			—			1,348,364			—			—			—			—			1,348,364
Settlement of debt-related party		—		—		—		—		—			—			96,250			—			—			—			—			96,250
Net loss		—		—		—		—		—			—			—			—			(15,517	)		(2,759,906	)		(33,294	)		(2,808,717	)
Balance, June 30, 2023		—		—		2,000,000		2,000		488,448,984			488,450			21,571,369			88,771			(388	)		(26,023,245	)		(33,294	)		(3,906,337	)
Stock sold for cash		—		—		—		—		—			—			—			198,000			—			—			—			198,000
Stock issued for services		—		—		—		—		32,930,000			32,930			561,134			15,781			—			—			—			609,845
Stock issued for debt conversion		—		—		—		—		77,725,000			77,725			1,362,775			—			—			—			—			1,440,500
Shares issued for settlement		—		—		—		—		4,500,000			4,500			(4,500	)		—			—			—			—			—
Net loss		—		—		—		—		—			—			—			—			(16,404	)		(995,633	)		51,697			(960,340	)
Balance, September 30, 2023		—	$	—		2,000,000	$	2,000		603,603,984		$	603,605		$	23,490,778		$	302,552		$	(16,792	)	$	(27,018,878	)	$	18,403		$	(2,618,332	)

Schedule of liabilities measured fair value on recurring basis
Description		Level 1		Level 2		Level 3
	Derivative	$	—	$	—	$	251,721
	Total	$	—	$	—	$	251,721

	●	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.

Schedule of property and equipment stated at cost
	September 30, 2024			December 31, 2023
Pyrolysis unit	$	185,700		$	185,691
Equipment		566,579			436,532
Buildings and fixtures		549,303			493,411
Land		3,883,607			3,867,095
Office furniture		2,301			998
Less: accumulated depreciation		(259,131	)		(100,161	)
Property and equipment, net	$	4,928,359		$	4,883,566

Schedule of convertible notes outstanding
Note Holder	Date	Maturity Date	Interest		Balance December 31, 2023		Additions		Repayments / Conversions		Balance September 30, 2024
Walleye Opportunities Fund	2/21/2023	12/1/2024		5%		436,316		—		—		436,316
Walleye Opportunities Fund	4/10/2023	4/10/2024		5%		1,500,000		—		—		1,500,000
Walleye Opportunities Fund	5/26/2023	5/26/2024		5%		1,714,286		—		—		1,714,286
Coventry Enterprises, LLC	7/31/2023	7/31/2024		10%		500,000		—		(500,000) ⁽¹⁾		—
GS Capital Partners	10/26/2023	7/26/2024		12%		330,000		—		(275,000)		55,000
Clearthink Capital Partners	2/12/2024	11/12/2024		12%		—		220,000		(50,000)		170,000
Trillium Partners LP	2/22/2024	1/15/2025		10%		—		754,993⁽²⁾		(291,778)		463,215
Walleye Opportunities Fund	3/25/2024	12/1/2024		5%		—		666,666		—		666,666
Clearthink Capital Partners	5/24/2024	1/24/2025		12%		—		110,000		—		110,000
Coventry Enterprises, LLC	6/14/2024	5/15/2025		10%		—		100,000		—		100,000
Total					$	4,480,602	$	1,851,659	$	(1,116,778)	$	5,215,483
Less debt discount					$	(1,701,403)						(782,889)
Convertible notes payable, net					$	2,779,199					$	4,432,594

(1)	$314,284 was repaid in cash, $146,430 was forgiven along with $50,000 of accrued interest.
(2)	$174,993 add to principal for default penalty.

Schedule of warrants

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, December 31, 2022		9,040,000	$	0.02		2.25
Issued		107,914,802	$	0.04		4.46
Cancelled		—	$	—		—
Exercised		—	$	—		—
Outstanding, December 31, 2023		116,954,802	$	0.037		4.25	$	345,500
Issued		181,365,075	$	0.03		5
Cancelled		—	$	—		—
Exercised		(2,181,818)	$	—		—
Outstanding, September 30, 2024		296,138,059	$	0.033		4.23	$	—

Date: November 19, 2024	By:	/s/ Daniel Bates
	Name:	Daniel Bates
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 19, 2024	By:	/s/ Rachel Boulds
	Name:	Rachel Boulds
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Schedule of activity of derivative liability
Balance at December 31, 2023	$	598,306
Increase to derivative due to new issuances		593,950
Decrease to derivative due to mark to market		(342,229	)
Decrease to derivative due to modification of conversion terms		(598,306	)
Balance at September 30, 2024	$	251,721

Schedule of discontinued operations
	September 30, 2024		December 31, 2023
Current Liabilities of Discontinued Operations:
Accounts payable	$	49,159	$	49,159
Accrued expenses		6,923		6,923
Loans payable		11,011		11,011
Total Current Liabilities of Discontinued Operations:	$	67,093	$	67,093

Exhibit Number		Exhibit Description
3.1		Amended and Restated Bylaws effective March 4, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2024)
4.1		Convertible Amortization Note Issued on February 12, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2024)
4.2		Promissory Note dated February 15, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2024)
4.3		Senior Convertible Note dated March 25, 2024 (insixcorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
4.4		Warrant to Purchase Common Stock dated March 25, 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
4.5		Amended and Restated Senior Convertible Note dated March 25, 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
4.6		Amended and Restated Warrant to Purchase Common Stock dated March 25, 2024 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
10.1		Securities Purchase Agreement by and between the Company and Fred Sexton effective January 17, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2024)
10.2		Securities Purchase Agreement by and between the Company and Clearthink Capital Partners, LLC dated February 12, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2024)
10.3		STRATA Purchase Agreement by and between the Company and Clearthink Capital Partners, LLC dated February 12, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2024)
10.4		Securities Purchase Agreement by and between the Company and Trillium Partners L. dated February 15, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2024)
10.5		Securities Purchase Agreement dated March 25, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
10.6		Registration Rights Agreement dated March 25, 2024 ((incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
31.1*		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2*		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32*		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).