Clean Vision Corp 10-K/A for FY2023

Clean Vision Corp (CLNV)

10-K/A 2024-08-19 For: 2023-12-31

Added on April 07, 2026

About this 10-K/A

Clean Vision Corp filed this 10-K/A on August 19, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $257.41K
Net loss: $14.41M; compared with a net loss of $5.9M a year earlier

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Nevada		85-1449444
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA		90266
(Address of Principal Executive Offices)		(Zip Code)

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 ☒
	Emerging growth company ☒

	TABLE OF CONTENTS	Page No.
PART I

Item 1.	Description of the Business	1

Item 1A.	Risk Factors	12

Item 1B.	Unresolved Staff Comments	12

Item 1C.	Cybersecurity	12

Item 2.	Properties	13

Item 3.	Legal Proceedings	13

Item 4.	Mine Safety Disclosures	13

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14

Item 6.	Selected Financial Data	14

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17

Item 8.	Financial Statements and Supplementary Data	17

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	18

Item 9A.	Controls and Procedures	18

Item 9B.	Other Information	19

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	19

Item 11.	Executive Compensation	23

Item 12.	Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters	25

Item 13.	Certain Relationships, Related Transactions and Director Independence	26

Item 14.	Principal Accounting Fees and Services	27

PART IV

Item 15.	Exhibits, Financial Statement Schedules	28

	Exhibit Index

Item 16	Form 10-K/A Summary	28

	Signatures	29

	●	*Experienced management team*. Members of our management team have significant prior experience in the renewable energy sector and have established relationships with providers of pyrolysis technology that led to the establishment of our first PCN facility in Agadir, Morocco, following our acquisition of a 51% interest in EcoSynergie and the establishment of our first revenue source.

	●	*Pilot Research and Development Project Commenced*. We acquired our first pyrolysis unit for use in Hyderabad, India, which began operations in May 2022. We established this project to develop technology focused on optimizing the process of converting plastic feedstock into byproducts, including the Company’s branded clean hydrogen, AquaH^®, which is our branded name for clean hydrogen we produce from plastic waste that falls between the blue (natural gas) and green (renewable energy resourced) classifications.

	●	*Established Revenue Stream*. On April 23, 2023, we completed our acquisition of a 51% interest in Ecosynergie, a company focused on sustainable products and solutions based in Agadir, Morocco, establishing our first PCN host country. In connection with this PCN host facility, we intend to purchase additional pyrolysis units, expanding out processing capability. We anticipate that the Moroccan facility will process up to 200 tons of plastic waste per day within the next 24 months. Since commencing operations in April 2023, Clean-Seas Morocco has generated $257,414 in revenue, with a gross margin of $162,789.

	●	*West Virginia State Incentive Package*. On June 12, 2023, Clean-Seas announced that it secured $12 million in state incentives, which includes $1.75 million in cash to establish a PCN facility outside of Charleston, West Virginia. Clean-Seas West Virginia, has an existing feedstock supply agreement for 100 TPD of post-industrial plastic waste and is planned to be a PCN hub servicing the Mid-Atlantic states. The project will commence in phases, Phase 1 being 100 TPD, scaling up to 500 TPD. Additional project finance capital is in the process of being secured and the Company received the $1.75 million cash disbursement on September 25, 2023. On February 12, 2024, the Company received a $15 million dollar loan guarantee from the West Virginia Economic Development Authority, the proceeds of which are be used for the purchase of capital equipment and leasehold improvements.

	●	*Clean-Seas Arizona*. Officially established on September 25, 2022, Clean-Seas Arizona announced a Services Agreement with WS3 and ASU to commission a PCN facility to service the Western United States, starting at 100 TPD and scaling to 500 TPD. The facility is currently planned to produce plastic precursors and clean fuels with the intent to transition to AquaH^®.

	●	*Unique technology*. Pyrolysis technology reduces plastic waste while creating valuable byproducts, such as precursors used in the production of new plastic products, hydrogen (our branded AquaH^®) and other clean-burning fuels that can be used to generate clean energy. Our AquaH^® is unique because of how we produce it. Our process is unique in that we use waste plastic and the pyrolysis reaction to create a large volume of synthetic gas (syngas), and then split that syngas apart, removing the hydrogen and leaving the methane, carbon monoxide and carbon dioxide to power the pyrolysis process. We believe our process, including the price, volume and efficiency in which we utilize the pyrolysis process is what differentiates us in the marketplace. Additionally, our relationships with vendors have allowed us to access to pyrolysis technology that is not available to other users of similar technology.

	●	*Increased support for clean technologies to protect the environment.* In recent years, we have seen an increased focus on environmental sustainability and more investors directing their investments towards companies based on impactful, environmental factors.

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

	December 31, 2023			December 31, 2022
	(Restated)
ASSETS
Current Assets:
Cash	$	339,921		$	10,777
Prepaids and other assets		366,812			125,000
Accounts receivable		70,745			—
Loan receivable		70,000			—
Trading securities		5,069			—
Total Current Assets		852,547			135,777
Property and equipment		4,883,566			241,376
Goodwill		4,854,622			—
Total Assets	$	10,590,735		$	377,153
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Cash overdraft	$	353,159		$	—
Accounts payable		758,038			377,746
Accrued compensation		344,015			641,639
Accrued expenses		546,392			250,355
Convertible note payable, net of discount of $1,701,403 and $183,560, respectively		2,779,199			476,440
Derivative liability		598,306			—
Loans payable		780,656			114,500
Related party payables		549,946			—
Loans payables – related party		4,500,000			27,017
Liabilities of discontinued operations		67,093			67,093
Total current liabilities		11,276,804			1,954,790
Economic incentive (Note 12)		1,750,000			—
Total Liabilities		13,026,804			1,954,790

Commitments and contingencies		—			—

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

Stockholders' Deficit:
Preferred stock, $0.001 par value, 4,000,000 shares authorized; no shares issued and outstanding		—			—
Series A Preferred stock, $0.001 par value, 2,000,000 shares authorized; no shares issued and outstanding		—			—
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding		2,000			2,000
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 682,463,425 and 402,196,273 shares issued and outstanding, respectively		682,464			402,197
Common stock to be issued		217,775			76,911
Additional paid-in capital		28,238,505			15,203,394
Accumulated other comprehensive loss		2,171			16,670
Accumulated deficit		(34,831,900	)		(19,078,809	)
Non-controlling interest		1,452,916			—
Total stockholders' deficit		(4,236,069	)		(3,377,637	)
Total liabilities and stockholders' deficit	$	10,590,735		$	377,153


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


	Series A Preferred Stock						Series C Preferred Stock				Common Stock						Additional paid			Common Stock To be			Accumulated Other Comprehensive			Minority			Accumulated			Total Stockholders'
	Shares			Amount			Shares		Amount		Shares			Amount			In Capital			Issued			Loss			Interest			Deficit			Deficit
Balance, December 31, 2021		1,850,000		$	1,850			2,000,000	$	2,000		312,860,376		$	312,861		$	12,576,049		$	227,544		$	—		$	—		$	(13,165,085	)	$	(44,781	)
Cancellation of preferred		(1,850,000	)		(1,850	)		—		—		—			—			1,850			—			—			—			—			—
Stock issued for services		—			—			—		—		40,127,557			40,128			1,214,087			(150,633	)		—			—			—			1,103,582
Stock issued for services – related party		—			—			—		—		19,208,340			19,208			645,334			—			—			—			—			664,542
Stock issued for cash		—			—			—		—		30,000,000			30,000			570,000			—			—			—			—			600,000
Debt issuance cost – warrants issued		—			—			—		—		—			—			196,074			—			—			—			—			196,074
Net loss		—			—			—		—		—			—			—			—			16,670			—			(5,913,724	)		(5,897,054	)
Balance, December 31, 2022		—			—			2,000,000		2,000		402,196,273			402,197			15,203,394			76,911			16,670			—			(19,078,809	)		(3,377,637	)
Stock dividend		—			—			—		—		21,816,574			21,817			1,461,711			—			—			—			(1,483,528	)		—
Shares issued for settlement		—			—			—		—		4,500,000			4,500			(4,500	)		—			—			—			—			—
Settlement of related party debt		—			—			—		—		—			—			96,250			—			—			—			—			96,250
Stock issued for services – related party		—			—			—		—		40,500,000			40,500			1,596,500			5,709			—			—			—			1,642,709
Stock issued for services		—			—			—		—		77,239,441			77,239			2,508,586			(62,845	)		—			—			—			2,522,980
Stock issued for cash		—			—			—		—		16,750,000			16,750			318,250			198,000			—			—			—			533,000
Stock issued for debt conversion		—			—			—		—		122,461,137			122,461			4,325,462			—			—			—			—			4,447,923
Debt issuance cost – warrants issued		—			—			—		—		—			—			2,729,852			—			—			—			—			2,729,852
Shares cancelled		—			—			—		—		(3,000,000	)		(3,000	)		3,000			—			—			—			—			—
Recognition of noncontrolling interest in acquisition		—			—			—		—		—			—			—			—			—			1,580,583						1,580,853
Net loss		—			—			—		—		—			—			—			—			(14,499	)		(127,937	)		(14,269,563	)		(14,411,999	)
Balance, December 31, 2023 (Restated)		—		$	—			2,000,000	$	2,000		682,463,425		$	682,464		$	28,238,505		$	217,775		$	2,171			1,452,916		$	(34,831,900	)	$	(4,236,069	)


	For the Years Ended December 31,
	2023			2022
		(Restated)
Cash Flows from Operating Activities:
Net loss	$	(14,397,500	)	$	(5,913,724	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock based compensation		—			1,024,323
Stock issued for services		2,522,980			664,542
Preferred stock compensation expense		—			1,175,000
Stock issued for services – related party		1,642,709			—
Debt discount amortization		4,483,160			200,273
Loss on issuance of debt		2,676,526			—
Change in fair value of derivative		(1,829,512	)		—
Loss on conversion of debt		93,890			—
Gain on extinguishment of debt		(17,500	)		—
Depreciation expense		100,161			—
Changes in operating assets and liabilities:
Prepaid		(12,494	)		(71,000	)
Accounts receivable		151,075			—
Accounts payable		173,811			317,498
Accruals		(539,215	)		240,853
Related-party payables - short-term		549,946			—
Accrued compensation		(297,624	)		333,139
Net cash used by operating activities		(4,699,587	)		(2,029,096	)

Cash Flows from Investing Activities:
Purchase of 51% interest in Clean-Seas Morocco, LLC		(2,000,000	)		—
Trading securities		(5,069	)		—
Loan receivable		(70,000	)		—
Purchase of property and equipment		—			(90,871	)
Net cash used by investing activities		(2,075,069	)		(90,871	)

Cash Flows from Financing Activities:
Cash overdraft		353,159			—
Proceeds from convertible notes payable		5,139,500			555,000
Payments-convertible notes payable		(300,000	)		—
Proceeds from the sale of common stock		533,000			600,000
Proceeds from notes payable - related party		5,000			46,917
Repayment of related party loans		(32,910	)		(20,000	)
Proceeds from notes payable		42,500			154,000
Proceeds from long term note payable		1,750,000			—
Payments - notes payable		(388,620	)		(57,500	)
Net cash provided by financing activities		7,101,629			1,278,417

Net change in cash		326,973			(841,550	)
Effects of currency translation		2,171			16,670
Cash at beginning of year		10,777			835,657
Cash at end of year	$	339,921			10,777

Supplemental schedule of cash flow information:
Interest paid	$	—		$	10,471
Income taxes	$	—		$	—
Supplemental non-cash disclosure:
Common stock issued for conversion of debt	$	2,178,184		$	—
Note payable issued for acquisition	$	4,500,000		$	—

Schedule of fair value measurements, hierarchy
Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	598,306
Total	$	—	$	—	$	598,306

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

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

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

Schedule of Derivative Instrument

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

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

Schedule of share-based payment arrangement, activity
	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, December 31, 2021		—		—		—
Issued		9,040,000	$	0.02		2.49
Cancelled		—	$	—		—
Exercised		—	$	—		—
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	$	514,601

Schedule of Share-Based Payment
		Stock Compensation
Consultant	Current Contract Date	# Shares	Value		2023 Compensation		Owed as of 12/31/2023
John Shaw	3/1/2021	—	$	—	$	30,000	$	—
Chris Galazzi	5/2/2021	125,004	$	5,790	$	90,000	$	22,500
Venkat Kumar Tangirala	1/1/2022	—	$	—	$	120,000	$	30,000
Alpen Group LLC	1/1/2022	60,000	$	2,650	$	60,000	$	45,000
Strategic Innovations	1/1/2023	—		—	$	30,000	$	—
Fraxon Marketing	3/15/2023	—		—	$	120,000	$	—

Schedule of deferred tax assets and liabilities
	2023			2022
Deferred Tax Assets:
NOL Carryover	$	(8,522,371	)	$	(3,443,812	)
Payroll accrual		72,200			134,700
Deferred tax liabilities:
Less valuation allowance		8,450,171			3,309,112
Net deferred tax assets	$	—		$	—

Schedule of components of income tax expense
		2023			2022
Book loss	$	(3,023,500	)	$	(1,277,100	)
Other nondeductible expenses		2,013,800			678,700
Related party accrual		—			—
Valuation allowance		1,009,700			598,400
	$	—		$	—

Schedule of disposal groups, including discontinued operations
	December 31, 2023			December 31, 2022
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

Schedule of restatement
As of December 31, 2023
	As Reported			Adjusted			As Restated
ASSETS
Current Assets:
Cash	$	339,921		$	—		$	339,921
Prepaids and other assets		366,812			—			366,812
Accounts receivable		70,745			—			70,745
Loan receivable		70,000			—			70,000
Trading securities		5,069			—			5,069
Total Current Assets		852,547			—			852,547
Property and equipment		4,883,566			—			4,883,566
Goodwill		4,854,622			—			4,854,622
Total Assets	$	10,590,735		$	—		$	10,590,735
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Cash overdraft	$	353,159		$	—		$	353,159
Accounts payable		286,922			471,116	(1)		758,038
Accrued compensation		344,015			—			344,015
Accrued expenses		546,392			—			546,392
Convertible note payable, net of discount of $1,701,403		2,779,199			—			2,779,199
Derivative liability		598,306			—			598,306
Loans payable		780,656			—			780,656
Related party payables		549,946			—			549,946
Loans payables – related party		4,500,000			—			4,500,000
Liabilities of discontinued operations		67,093			—			67,093
Total current liabilities		10,805,688			471,116			11,276,804
Economic incentive (Note 12)		1,750,000			—			1,750,000
Total Liabilities		12,555,688			471,116			13,026,804

Commitments and contingencies		—						—

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

Stockholders' Deficit:
Preferred stock, $0.001 par value, 4,000,000 shares authorized; no shares issued and outstanding		—			—			—
Series A Preferred stock, $0.001 par value, 2,000,000 shares authorized; no shares issued and outstanding		—			—			—
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding		2,000			—			2,000
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 682,463,425 shares issued and outstanding		682,464			—			682,464
Common stock to be issued		217,775			—			217,775
Additional paid-in capital		26,591,905			1,646,600	(2)		28,238,505
Accumulated other comprehensive loss		2,171			—			2,171
Accumulated deficit		(32,714,184	)		(2,117,716	)		(34,831,900	)
Non-controlling interest		1,452,916			—			1,452,916
Total stockholders' deficit		(3,764,953	)		(471,116	)		(4,236,069	)
Total liabilities and stockholders' deficit	$	10,590,735		$	—		$	10,590,735


For The Year Ended December 31, 2023
	As Reported				Adjusted		As Restated
Revenue	$	257,414		$	—		$	257,414
Cost of revenue		94,625			—			94,625
Gross margin	$	162,789		$	—		$	162,789
Operating Expenses:
Consulting	$	2,110,550		$	(20,000)	(1)	$	2,090,550
Advertising and promotion		982,030			—			982,030
Development expense		244,688			—			244,688
Professional fees		811,316			491,116	(1)		1,302,432
Payroll expense		1,613,884			—			1,613,884
Officer stock compensation expense		945,600			—			945,600
Director fees		587,800			—			587,800
General and administration expenses		1,066,128			—			1,066,128
Total operating expense		8,361,996			471,116	(1)		8,833,112
Loss from Operations		(8,199,207	)		(471,116)			(8,670,323	)
Other income (expense):
Interest expense		(4,798,189	)		—			(4,798,189	)
Change in fair value of derivative		2,500,562			(671,050)	(2)		1,829,512
Loss on debt issuance		(2,676,526	)		—			(2,676,526
Gain (loss) on conversion of debt		881,660			(975,550)	(2)		(93,890)
Gain on extinguishment of debt		17,500			—			17,500
Other expense, net		(5,584	)		—			(5,584
Total other expense		(4,080,577	)		(1,646,600)			(5,727,177	)
Net loss before provision for income tax		(12,279,784	)					(14,397,500	)
Provision for income tax expense		—			—			—
Net loss	$	(12,279,784	)	$	(2,117,716)		$	(14,397,500	)
Net loss attributed to non-controlling interest		127,934			—			127,934
Net loss attributed to Clean Vision Corporation		(12,151,850	)		(2,117,716)			(14,269,566	)
Other comprehensive income:
Foreign currency translation adjustment		(14,499	)		—			(14,499
Comprehensive loss	$	(12,166,349	)	$	(2,117,716)		$	(14,284,065	)
Loss per share - basic and diluted	$	(0.02	)	$			$	(0.03	)
Weighted average shares outstanding - basic and diluted		503,760,709			—			503,760,709

Name	Age		Position
Daniel Bates		65	Chairman, Chief Executive Officer, President and Director
Rachel Boulds		54	Chief Financial Officer
Daniel Harris		60	Chief Revenue Officer
Dr. Michael Dorsey		51	Independent Director
Gregory Michael Boehmer		55	Independent Director
Bart Fisher		79	Independent Director

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)⁽²⁾		Total
Daniel Bates		2023	$	240,000	$	0	$	788,000	$	0	$	0	$	0	$	0	$	1,028,000
CEO		2022	$	240,000	$	0	$	350,000	$	0	$	0	$	0	$	0	$	590,000
Rachel Boulds		2023	$	70,000	$	0	$	157,600	$	0	$	0	$	0	$	0	$	227,600
CFO		2022	$	60,000	$	0	$	70,000	$	0	$	0	$	0	$	0	$	130,000
Daniel Harris		2023	$	90,000	$	0	$	163,309	$	0	$	0	$	0	$	0	$	253,309
CRO		2022	$	86,250	$	0	$	96,042	$	0	$	0	$	0	$	0	$	182,292

Name and Principal Position	Year		Fees Earned or Paid in Cash ($)		Stock Awards ($)	Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)		Total
Dr. Michael Dorsey		2023	$	18,000	$157,600	$	0	$0	$	0	$175,600
		2022	$	18,000	$70,000	$	0	$0	$	0	$88,000
Gregory Boehmer		2023	$	18,000	$157,600	$	0	$0	$	0	$175,600
		2022	$	4,500	$78,500	$	0	$0	$	0	$ 83,000
Bart Fisher		2023	$	18,000	$218,600	$	0	$0	$	0	$236,600
		2022	$	0	$0	$	0	$0	$	0	$0


	Shares Beneficially Owned⁽¹⁾		Percentage Ownership
5% Beneficial Owners
Holder of Series B Preferred Stock⁽²⁾

Executive Officers and Directors
Daniel Bates⁽³⁾		53,125,000		7.2	%
Rachel Boulds		6,625,000		*	%
Dr. Michael Dorsey		6,625,000		*	%
Gregory Boehmer		7,150,000		1.0	%
Daniel Harris		7,493,761		1.1	%
Bart Fisher		4,525,000		*	%
All current directors and officers as a group (6 persons)		85,543,761		11.7	%

	(1)	Based on 737,297,989 shares of Common Stock outstanding as of August 15, 2024. Under the rules of the SEC, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or direct the voting of such security or the power to dispose or direct the disposition of such security. Unless otherwise indicated by footnote, the named entities or individuals have sole voting and investment power with respect to the shares of Common Stock beneficially owned.

	(2)	Previously included 20,000,000 shares of Common Stock issuable to Tucker upon conversion of the 2,000,000 issued and outstanding shares of Series B Preferred Stock, which shares automatically converted into 20,000,000 shares of Common Stock on January 1, 2023; however, the Company’s Transfer Agent was instructed to not issue the shares of Common Stock until the Tucker Litigation has been resolved. On April 15, 2024, the arbitrator ruled that such shares issuable to Tucker be cancelled as a result of the Tucker Agreement being deemed invalid and unenforceable. Accordingly, although the shares of Common Stock thereunder have not been formally issued as of August 15, 2024, the shares of Series B Preferred Stock are no longer outstanding.

	(3)	Includes 20,000,000 shares of Common Stock to be issued upon conversion of the Series C Preferred Stock owned by Mr. Bates, which conversion automatically occurred on January 1, 2023, but has not been effectuated as of August 15, 2024.

	●	any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by the Audit Committee; and

	●	any employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the Board or recommended by the compensation committee to the Board for its approval.

	●	management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

	●	management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

	●	management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with the Securities Act and the Exchange Act and related rules; and

	●	management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act.

Type of Service	2023		2022
Audit Fees	$	55,389	$	26,280
Audit-Related Fees
Tax Fees
Other Fees
Total	$	55,389	$	26,280

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation, as amended, as currently in effect (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2024)
3.3		Certificate of Designation of Series B Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
3.4		Certificate of Designation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
3.5		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
4.1		Form of 5% Promissory Note (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 23, 2023)
4.2		Form of Senior Convertible Note (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2023)
4.3		Form of Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2023)
4.4		Form of Reg. D. Warrant (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
4.5		Form of Convertible Promissory Note dated July 31, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2023)
4.6		Form of April Note (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)
4.7		Form of April Warrant (incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)
4.8		Form of February Note (incorporated by reference to Exhibit 4.8 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)
4.9		Form of February Warrant (incorporated by reference to Exhibit 4.9 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)
4.10		Promissory Note issued to Silverback on March 31, 2022
4.11		Warrant to Purchase up to 9,000,000 Shares of Common Stock issued to Silverback on March 31, 2022
4.12		Promissory Note issued to the October Purchaser on October 26, 2023 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2023)
4.13		Convertible Amortization Note between Clean Vision Corporation and ClearThink Capital Partners, LLC issued on May 24, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024)
10.1		Exchange Agreement between Clean-Seas, Inc. and Byzen Digital Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
10.2†		Employment Agreement between Daniel Bates and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
10.3†		Employment Agreement between Christopher Percy and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
10.4†		Amendment to Employment Agreement between Daniel Bates and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
10.5		Consulting Agreement between Leonard Tucker LLC and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
10.6		Licensing Agreement with Kingsberry Fuel Cell Corporation, dated December 6, 2021 (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
10.7		Form of Securities Purchase Agreement between Clean Vision Corporation and Coventry Enterprises, LLC dated December 9, 2022 (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 23, 2023)
10.8		Form of Registration Rights Agreement between Clean Vision Corporation and Coventry Enterprises, LLC dated December 9, 2023 (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 23, 2023)
10.9		Form of Securities Purchase Agreement dated February 17, 2023 (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 filed with the SEC on April 3, 2023)
10.10		Form of Securities Purchase Agreement by and between the Company and ClearThink Capital Partners, LLC dated May 24, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024)
10.11		Form of STRATA Purchase Agreement by and between the Company and ClearThink Capital Partners, LLC dated May 24, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024)
10.12		Form of Registration Rights Agreement by and between the Company and ClearThink Capital Partners, LLC dated May 24, 2024 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024)
21.1*		List of Subsidiaries
23.1		Consent of Fruci & Associates II, PLLC
31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002
99.1		Letter from Fruci & Associates II, PLLC to the Clean Vision Corporation dated July 25, 2024 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 25, 2024)
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase


†		Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
*		Furnished herewith.

	CLEAN VISION CORPORATION

Date: April 16, 2024	By:	/s/ Daniel Bates
	Name:	Daniel Bates
	Title:	Chief Executive Officer
		(Principal Executive Officer)