Clean Vision Corp 10-Q for FY2024 Q2

Clean Vision Corp (CLNV)

10-Q 2024-08-19 For: 2024-06-30

Added on April 07, 2026

About this 10-Q

Clean Vision Corp filed this 10-Q on August 19, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

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

Revenue: $23.46K; down 85.5% from $161.3K a year earlier
Net loss: $1.91M; compared with a net loss of $2.76M a year earlier
Diluted EPS: $0.00; compared with -$0.01 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	☒
		Emerging growth 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	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33
Item 4.	Controls and Procedures	33

PART II	Other Information
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	35
Signatures		36

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

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

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

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

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


	June 30, 2024			December 31, 2023
ASSETS		(Unaudited)			(Audited) / (Restated)
Current Assets:
Cash	$	64,454		$	339,921
Prepaids and other assets		450,755			366,812
Accounts receivable		7,930			70,745
Loan receivable		70,000			70,000
Trading securities		5,119			5,069
Total Current Assets		598,258			852,547
Property and equipment		4,935,753			4,883,566
Goodwill		4,854,622			4,854,622
Total Assets	$	10,388,633		$	10,590,735
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Cash overdraft	$	385,039		$	353,159
Accounts payable		1,108,468			758,038
Accrued compensation		434,532			344,015
Accrued expenses		697,088			546,392
Convertible note payable, net of discount of $1,142,217 and $1,701,403, respectively		4,444,336			2,779,199
Derivative liability		480,766			598,306
Loans payable		813,330			780,656
Related party payables		754,344			549,946
Loans payables – related party		4,500,000			4,500,000
Liabilities of discontinued operations		67,093			67,093
Total current liabilities		13,684,996			11,276,804
Economic incentive (Note 12)		1,750,000			1,750,000
Total Liabilities		15,434,996			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, 715,656,183 and 682,463,425 shares issued and outstanding, respectively		715,657			682,464
Common stock to be issued		467,772			217,775
Additional paid-in capital		31,253,743			28,238,505
Accumulated other comprehensive loss		(223	)		2,171
Accumulated deficit		(38,817,429	)		(34,831,900	)
Non-controlling interest		1,332,117			1,452,916
Total stockholders' deficit		(5,046,363	)		(4,236,069	)
Total liabilities and stockholders' deficit	$	10,388,633		$	10,590,735


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
Revenue	$	23,455		$	161,297		$	73,147		$	161,297
Cost of revenue		12,100			33,862			9,115			33,862
Gross margin		11,355			127,435			64,032			127,435
Operating Expenses:
Consulting		222,713			150,773			606,945			694,498
Advertising and promotion		30,044			—			60,716			—
Development expense		20,858			—			49,373			—
Professional fees		(79,255	)		125,814			322,650			541,560
Payroll expense		328,892			358,140			630,438			532,264
Director fees		27,992			13,500			41,992			88,000
General and administration expenses		333,924			510,856			662,464			760,803
Total operating expense		885,168			1,159,083			2,374,578			2,617,125
Loss from Operations		(873,813	)		(1,031,648	)		(2,310,546	)		(2,489,690	)
Other income (expense):
Interest expense		(883,764	)		(1,281,497	)		(2,366,562	)		(1,709,153	)
Change in fair value of derivative		113,184			(544,606	)		711,490			1,136,079
Loss on debt issuance		(281,450	)		(180,537	)		(357,140	)		(2,676,526	)
Gain on conversion of debt		—			260,882			—			260,882
Gain on extinguishment of debt		20,000			17,500			216,430			17,500
Other income		475			—			—			—
Total other expense		(1,031,555	)		(1,728,258	)		(1,795,782	)		(2,971,218	)
Net loss before provision for income tax		(1,905,368	)		(2,759,906	)		(4,106,328	)		(5,460,908	)
Provision for income tax expense		—			—			—			—
Net loss	$	(1,905,368	)	$	(2,759,906	)	$	(4,106,328	)	$	(5,460,908	)
Net loss attributed to non-controlling interest		80,871			33,294			120,799			33,294
Net loss attributed to Clean Vision Corporation		(1,824,497	)		(2,726,612	)		(3,985,529	)		(5,427,614	)
Other comprehensive income:
Foreign currency translation adjustment		(226	)		(15,517	)		(2,394	)		(17,058	)
Comprehensive loss	$	(1,824,723	)	$	(2,742,129	)	$	(3,987,923	)	$	(5,444,672	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding - basic and diluted		701,250,952			472,393,505			695,912,664			452,020,498


	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	)

	Series A Preferred Stock				Series C Preferred Stock				Common Stock						Additional paid		Common Stock to be			Accumulated Other			Accumulated			Minority			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			In Capital		Issued			Comprehensive 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		(27,475	)		—			—			—			4,925
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
Net loss		—		—		—		—		—			—			—		—			(15,517	)		(2,726,612	)		(33,294	)		(2,775,423	)
Balance, June 30, 2023		—	$	—		2,000,000	$	2,000		488,448,984		$	488,450		$	21,571,369	$	88,771		$	(388	)	$	(25,989,951	)	$	(33,294	)	$	(3,873,043	)

Schedule of liabilities measured fair value on recurring basis
Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	480,766
Total	$	—	$	—	$	480,766

	●	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
	June 30, 2024			December 31, 2023
Pyrolysis unit	$	185,700		$	185,700
Equipment		537,095			436,532
Buildings and fixtures		539,701			493,411
Land		3,871,394			3,867,095
Office furniture		1,523			989
Less: accumulated depreciation		(199,660	)		(100,161	)
Property and equipment, net	$	4,935,753		$	4,883,566

Schedule of convertible notes outstanding
Note Holder	Date	Maturity Date	Interest		Balance December 31, 2023		Additions		Repayments / Conversions		Balance June 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		—		(460,715) ⁽¹⁾		39,285
GS Capital Partners	10/26/2023	7/26/2024		12%		330,000		—		(110,000)		220,000
Clearthink Capital Partners	2/12/2024	11/12/2024		12%		—		220,000		—		220,000
Trillium Partners LP	2/22/2024	1/15/2025		10%		—		580,000		—		580,000
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	$	1,676,666	$	(570,515)	$	5,586,553
Less debt discount					$	(1,701,403)						(1,142,217)
Convertible notes payable, net					$	2,779,199					$	4,444,336

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		(113,184	)
Decrease to derivative due to modification of conversion terms		(598,306	)
Balance at June 30, 2024	$	480,766

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, June 30, 2024		296,138,059	$	0.033		4.48	$	—

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

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

Schedule of discontinued operations
	June 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

Schedule of accounting changes and error corrections
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

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 (incorporated 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).