10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the quarterly period ended SEPTEMBER 30, 2025

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from _______ to _______

Commission

File Number: 024-11501

CLEAN VISION CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	85-1449444
(State or other jurisdiction<br> of<br><br> incorporation or organization)	(IRS Employer<br><br> Identification No.)
2006 N. Sepulveda Blvd. #1051<br><br> <br>Manhattan Beach, CA	90266
---	---
(Address of principal<br> executive offices)	(Zip Code)
(424)<br> 835-1845
---
(Registrant’s<br> telephone number, including area code)
(Former name, former<br> 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<br><br> 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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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<br> filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒
---	---

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided 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 November 17, 2025, there were 1,152,768,307 shares of the issuer’s common stock issued and outstanding.

CLEAN

VISION CORPORATION

FORM

10-Q

For

the Quarterly Period Ended September 30, 2025

INDEX

PART I	Financial Information
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7
Item 4.	Controls and Procedures	7
PART II	Other Information
Item 1.	Legal Proceedings	8
Item 1A.	Risk Factors	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
Signatures		10

1

PART

I - FINANCIAL INFORMATION

Item1. Financial Statements

INDEX

TO FINANCIAL STATEMENTS

Condensed<br> Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	F-2
Condensed Consolidated<br> Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2025, and 2024 (unaudited)	F-3
Condensed Consolidated<br> Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended  September 30, 2025, and 2024 (unaudited)	F-4
Condensed Consolidated<br> Statements of Cash Flows for the Nine Months Ended September 30, 2025, and 2024 (unaudited)	F-6
Notes<br> to the Condensed Consolidated Financial Statements (unaudited)	F-7

F-1

CLEAN

VISION CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

			December<br> 31,<br><br> <br>2024
ASSETS			(Audited)
Current Assets:
Cash	575,678		$	885,835
Restricted cash	1,404,007			416,597
Prepaids and other assets	4,066,270			1,957,045
Other<br> receivable	150,000
Accounts receivable	28,415			37,624
Loan receivable	70,000			70,000
Inventory	8,385			—
Right of use assets	—			45,467
Trading securities	5,560			5,048
Total Current Assets	6,308,315			3,417,616
Right of use assets	1,730,604			—
Property and equipment	7,954,201			4,794,646
Goodwill	4,854,622			4,854,622
Total Assets	20,847,742		$	13,066,884
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Cash overdraft	507,858		$	409,587
Accounts payable	1,341,127			1,042,892
Accrued compensation	616,576			595,719
Accrued expenses	3,381,182			2,282,488
Accrued interest – related party	16,570			—
Convertible notes payable, net discount of<br> 737,160<br> and 205,675,<br> respectively	6,249,425			6,044,125
Derivative liability	1,094,760			2,067,621
Settlement liability	697,500			145,967
Loans payable	876,259			784,600
Related party payables	812,770			693,495
Loans payable, revenue share, net discount<br> of 125,981	644,019			—
Loans payables – related parties	4,815,000			4,300,000
Lease liabilities - current portion	116,241			11,814
Liabilities of discontinued<br> operations	67,093			67,093
Total current liabilities	21,236,380			18,445,401
Economic incentive (Note 5)	1,750,000			1,750,000
Commercial loan, net of discount of 72,886<br> and 260,311,<br> respectively	11,751,014			4,739,689
Lease liabilities - net<br> of current portions	1,581,927			31,353
Total Liabilities	36,319,321			24,966,443
Commitments and contingencies	—			—
Temporary equity –<br> commitment shares (Note 10)	278,884			—
Stockholders’ Deficit:
Preferred stock, 0.001<br> par value, 4,000,000<br> shares authorized; no<br> shares issued and outstanding	—			—
Series A Preferred stock, 0.001<br> par value, 2,000,000<br> shares authorized; no<br> shares issued and outstanding	—			—
Series B Preferred stock, 0.001<br> par value, 2,000,000<br> shares authorized; no<br> shares issued and outstanding, respectively	—			—
Series C Preferred stock, 0.001<br> par value, 2,000,000<br> shares authorized; 2,000,000<br> shares issued and outstanding	2,000			2,000
Series D Preferred stock, 0.001<br> par value, 500,000<br> shares authorized; no<br> shares issued and outstanding	—			—
Common stock, 0.001<br> par value, 2,000,000,000<br> shares authorized, 1,086,840,307<br> and 807,605,591<br> shares issued and outstanding, respectively	1,070,341			807,606
Common stock to be issued	59,014			2,412,054
Additional paid-in capital	36,185,610			32,419,818
Accumulated other comprehensive loss	(72,530	)		20,113
Accumulated deficit	(54,311,732	)		(48,835,095	)
Non-controlling interest	1,316,834			1,273,945
Total stockholders’<br> deficit	(15,750,463	)		(11,899,559	)
Total liabilities<br> and stockholders’ deficit	20,847,742		$	13,066,884

All values are in US Dollars.

Theaccompanying notes are an integral part of these unaudited condensed consolidated *financialstatements. *****

F-2

CLEAN

VISION CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	For the Three Months<br> Ended <br> September 30,						For the Nine Months<br> Ended <br> September 30,
	2025			2024			2025			2024
Revenue	$	62,064		$	34,799		$	125,201		$	107,946
Cost of revenue		9,210			2,149			19,301			11,264
Gross margin	$	52,854		$	32,650		$	105,900		$	96,682
Operating Expenses:
Consulting	$	202,445		$	230,819		$	1,074,848		$	837,764
Advertising and promotion		45,023			30,109			164,776			90,825
Development expense		8,800			172,523			41,663			221,896
Professional fees		51,072			36,399			390,618			359,049
Payroll expense		350,107			337,378			1,094,062			967,816
Director fees		13,500			23,500			40,500			65,492
General<br> and administration expenses		597,647			127,125			1,474,349			789,589
Total operating expense		1,268,594			957,853			4,280,816			3,332,431
Loss from Operations		(1,215,740	)		(925,203	)		(4,174,916	)		(3,235,749	)
Other income (expense):
Interest expense		(893,445	)		(604,056	)		(2,228,987	)		(2,970,618	)
Change in fair value<br> of derivative		616,248			114,413			1,062,846			825,903
Loss on debt issuance		(28,496	)		—			(28,496	)		(357,140	)
(Loss) gain on conversion<br> of debt		—			—			(96,962	)		35,698
Gain on extinguishment<br> of debt		—			35,698			230,875			216,430
Other income (expense),<br> net		2,500			—			3,585			—
Settlement expense		(346,695	)		—			(346,695	)		—
Penalty<br> expense on convertible debt		—			(219,801	)		(55,000	)		(219,801	)
Total other expense		(649,888	)		(673,746	)		(1,458,834	)		(2,469,528	)
Net loss before provision for income tax		(1,865,628	)		(1,598,949	)		(5,633,750	)		(5,705,277	)
Provision for income<br> tax expense		—			—			—			—
Net loss	$	(1,865,628	)	$	(1,598,949	)	$	(5,633,750	)	$	(5,705,277	)
Net loss attributed to<br> non-controlling interest		40,031			46,240			157,113			167,039
Net loss attributed to<br> Clean Vision Corporation		(1,825,597	)		(1,552,709	)		(5,476,637	)		(5,538,238	)
Other comprehensive income (loss):
Foreign currency translation<br> adjustment		(11,853	)		13,529			72,530			11,135
Comprehensive loss	$	(1,837,450	)	$	(1,539,180	)	$	(5,404,107	)	$	(5,527,103	)
Loss per share - basic<br> and diluted	$	(0.00	)	$	(0.00	)		(0.01	)		(0.01	)
Weighted average shares outstanding -<br> basic and diluted		1,055,336,084			746,302,675			987,311,469			712,831,938

The

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

F-3

CLEAN

VISION CORPORATION

CONDENSED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

For

the Three and Nine Months Ended September 30, 2025 and 2024

(Unaudited)

		Series<br> C Preferred Stock				Common<br> Stock				Additional<br> paid		Stock<br> To be			Accumulated<br> <br> Other Comprehensive			Minority			Accumulated			Total<br> Stockholders’			Temporary
		Shares		Amount		Shares		Amount		In<br> Capital		Issued			Loss			Interest			Deficit			Deficit			Equity
Balance, December 31, 2024	—		2,000,000	$	2,000		807,605,591	$	807,606	$	32,419,818	$	2,412,054		$	20,113		$	1,273,945		$	(48,835,095	)	$	(11,899,559	)	$	—
Stock issued for services			—		—		74,792,552		74,793		1,235,329		(1,207,122	)		—			—			—			103,000			—
Stock issued for services –<br> related parties			—		—		50,000,000		50,000		800,000		(850,000	)		—			—			—			—			—
Stock issued for debt commitments			—		—		11,500,000		11,500		187,432		(198,932	)		—			—			—			—			—
Stock issued for debt			—		—		29,876,339		29,876		344,944		(156,000	)		—			—			—			218,820			—
Net loss	—		—		—		—		—		—		—			(21,893	)		(61,136	)		(3,233,681	)		(3,316,710	)		—
Balance, March 31, 2025	—		2,000,000		2,000		973,774,482		973,775		34,987,523		—			(1,780	)		1,212,809			(52,068,776	)		(14,894,449	)		—
Preferred stock issued for debt commitments			—		—		—		—		—		32,074			—			—			—			32,074			—
Stock issued for debt commitments			—		—		20,000,000		20,000		223,806		42,732			—			—			—			286,538			—
Stock issued for debt			—		—		25,566,096		25,566		210,058		—			—			—			—			235,624			—
Stock issued for services			—		—		17,000,000		17,000		349,000		—			—			—			—			366,000			—
Stock issued for default on notes			—		—		4,000,000		4,000		51,000		—			—			—			—			55,000			—
Non-controlling interest for issuance of subsidiary<br> shares			—		—		—		—		—		—			—			150,002			—			150,002			—
Net loss	—		—		—		—		—		—		—			(82,603	)		(55,946	)		(417,359	)		(555,908	)		—
Balance, June 30, 2025	—		2,000,000		2,000		1,040,340,578		1,040,341		35,821,387	$	74,806			(84,383	)	$	1,306,865			(52,486,135	)		(14,325,119	)		—
Cancellation of Preferred stock issued for debt<br> commitments			—		—		—		—		—		(32,074	)		—			—			—			(32,074	)		—
Stock issued for warrants			—		—		—		—		—		21,840			—			—			—			21,840			—
Stock issued for debt commitments			—		—		25,800,000		9,300		115,441		(5,558	)		—			—			—			119,183			278,884
Stock issued for debt			—		—		9,699,729		9,700		86,782					—			—			—			96,482			—
Stock issued for services			—		—		1,000,000		1,000		17,000					—			—			—			18,000			—
Shares issued as settlement			—		—		10,000,000		10,000		145,000		—			—			—			—			155,000
Non-controlling interest for issuance of subsidiary<br> shares			—		—		—		—		—		—			—			50,000			—			50,000			—
Net loss	—		—		—		—		—		—		—			11,853			(40,031	)		(1,825,597	)		(1,853,775	)		—
Balance, September 30, 2025	—		2,000,000	$	2,000		1,086,840,307	$	1,070,341	$	36,185,610	$	59,014		$	(72,530	)	$	1,316,834		$	(54,311,732	)	$	(15,750,463	)	$	278,884

F-4

	Series<br> A Preferred Stock				Series<br> C Preferred Stock				Common<br> Stock				Additional<br> paid			Common<br> Stock To be			Accumulated<br> <br> Other Comprehensive			Minority			Accumulated			Total<br> Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		In<br> 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 –<br> 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<br> 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	)		(1,905,594	)
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<br> 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,<br> 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	)

The

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

F-5

CLEAN

VISION CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months<br> Ended <br> September 30,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(5,633,750	)	$	(5,705,277	)
Adjustments to reconcile net loss to net cash used by operating<br> activities:
Stock issued for services		487,000			285,772
Debt discount amortization		617,862			2,637,053
Loss on issuance of debt		28,496			357,140
Change in fair value of derivative		(1,062,846	)		(825,903	)
Loss (gain) on conversion of debt		96,962			(35,698	)
Gain on extinguishment of debt		(230,875	)		(216,430	)
Settlement expense		346,695			—
Penalty expense on convertible debt		55,000			219,801
Operating lease expense		(30,136	)		—
Depreciation expense		148,340			133,685
Changes in operating assets and liabilities:
Prepaids and other assets		(2,109,225	)		(51,704	)
Accounts receivable		9,209			62,593
Inventory		(8,385	)		—
Accounts payable		298,335			654,658
Accruals		1,189,684			339,603
Related-party payables - short-term		119,275			210,113
Accrued interest – related party		16,570			—
Accrued compensation		20,857			422,499
Net cash used by operating activities		(5,640,932	)		(1,512,095	)
Cash Flows from Investing Activities:
Trading securities		(512	)		—
Purchase of property<br> and equipment		(3,307,895	)		(178,478	)
Net cash used by investing activities		(3,308,407	)		(178,478	)
Cash Flows from Financing Activities:
Cash overdraft		98,271			57,330
Proceeds from convertible notes payable		1,265,450			1,358,500
Payments - convertible notes payable		—			(314,285	)
Proceeds from the sale of common stock		—			200,000
Proceeds from exercise of warrants		21,840			—
Proceeds from sale of Clean Seas West Virginia<br> stock		200,002			—
Proceeds from notes payable - related party		550,000			—
Repayments, notes payable - related party		(35,000	)		—
Proceeds from notes payable		777,659			42,152
Proceeds from commercial<br> loan		6,823,900			—
Net cash provided by financing activities		9,702,122			1,343,697
Net change in cash		752,783			(346,876	)
Effects of currency translation		(75,530	)		11,135
Cash at beginning of period		1,302,432			339,921
Cash at end of period	$	1,979,685			4,180
Supplemental schedule of cash flow information:
Interest paid	$	480,028		$	—
Income taxes	$	—		$	—
Supplemental non-cash disclosure:
Common stock issued<br> for conversion of debt	$	575,130		$	709,133
Warrants issued with<br> notes payable	$	—		$	575,690
Cancellation of Series<br> B preferred stock	$	—		$	1,800,000
Common stock issued<br> for debt commitments	$	684,604		$	418,160

Theaccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-6

CLEAN

VISION CORPORATION AND SUBSIDIARIES

Notes

to Condensed Consolidated Financial Statements

September

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.

F-7

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 September 30, 2025.

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof 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 nine month period ending September 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.

Useof 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.

Concentrationsof 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 September 30, 2025, the Company had cash in excess of the FDIC’s $250,000 coverage limit of $1,692,723, in total for several accounts at one bank, in excess of the FDIC’s coverage limit.

CashEquivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended September 30, 2025 and December 31, 2024.

RestrictedCash

As

of September 30, 2025 and December 31, 2024, the Company has $1,404,007 and $416,597, respectively, of restricted cash. The restricted cash is for UPS Industrial Services to ensure that there is three months in advance of construction capital available.

Principlesof Consolidation

The accompanying unaudited consolidated financial statements for the period ended September 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 September 30, 2025, there was no activity in Clean-Seas Group, Endless Energy or Clean-Seas Arizona.   All intercompany transactions are eliminated in consolidation.

TranslationAdjustment

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.

F-8

ComprehensiveIncome

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.

Basicand Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of September 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<br> of basic and diluted earnings per share
	Three<br> Months<br><br> <br>Ended<br><br> <br>September<br> 30,<br><br> <br>2025			Three<br> Months<br><br> <br>Ended<br><br> <br>September<br> 30,<br><br> <br>2024			Nine<br> Months<br><br> <br>Ended<br><br> <br>September<br> 30,<br><br> <br>2025			Nine<br> Months<br><br> <br>Ended<br><br> <br>September<br> 30,<br><br> <br>2024
Weighted<br> Average Common shares		1,055,336,084			746,302,675			987,311,469			712,831,938
Net<br> loss attributed to Clean Vision Corporation	$	(1,825,597	)	$	(1,552,709	)	$	(5,476,637	)	$	(5,538,238	)
Basic and diluted loss<br> per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted<br> Average Common shares		1,055,336,084			746,302,675			987,311,469			712,831,938
Shares<br> from convertible debt		678,313,425			394,610,182			678,313,425			394,610,182
Shares<br> from warrants		271,682,830			186,597,000			271,682,830			186,597,000
Series<br> C preferred stock		20,000,000			20,000,000			20,000,000			20,000,000
Total<br> Diluted Shares		1,261,933,084			1,347,509,857			1,278,994,299			1,314,039,120

Stock-BasedCompensation

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.

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.

DerivativeFinancial 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.

F-9

FairValue 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:

September30, 2025

Schedule of liabilities measured fair<br> value on recurring basis
Description		Level<br> 1		Level<br> 2		Level<br> 3
	Derivative	$	—	$	—	$	1,094,760
	Total	$	—	$	—	$	1,094,760

December31, 2024

---

Description		Level<br> 1		Level<br> 2		Level<br> 3
	Derivative	$	—	$	—	$	2,067,621
	Total	$	—	$	—	$	2,067,621

RevenueRecognition

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<br> a customer;
●	Identification of the performance<br> obligations in the contract;
●	Determination of the transaction<br> price;
●	Allocation of the transaction price<br> to the performance obligations in the contract; and
●	Recognition of revenue when or as<br> 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.

F-10

(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 nine months  ended September 30, 2025, our operations in Morocco had generated approximately $125,000 in revenue from the sale of commodities (the provision of pyrolysis services and its sale of byproducts). As of September 30, 2025, we did not generate revenue from any other sources.

For

the nine months ended September 30, 2024, our operations in Morocco had generated approximately $108,000 in revenue. During the period, 93% of revenue was from one party. As of September 30, 2024, we did not generate revenue from any other sources.

TradeAccounts 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 September 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 September 30, 2025, approximately 61.1% and 21.8% of accounts receivable are due from two customers, respectively. As of December 31, 2024, approximately 51.8% of accounts receivable is due from one customer.

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 $0 on our consolidated balance sheets.

The absence of a recorded cost for the plastic bottles does not reflect their importance to our production process or potential value of the end products. This accounting treatment is specific to the characteristics of the materials used and does not imply any underlying concerns about the viability or value of the final products produced through our pyrolysis process.

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.

F-11

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.

OperatingSegments

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.

RecentlyIssued 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 Financial Accounting Standards Board (FASB) issued Accounting Standards Update ASU 2025 05 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides for the measurement of expected credit losses on current accounts receivable and contract assets arising from contracts with customers under Topic 606. It offers a practical expedient for all entities to assume that current conditions as of the balance sheet date will continue for the remaining life of the asset. The ASU helps to simplify credit-loss modelling for short-term receivables/contract assets, reducing complexity and forecasting burden. The effective date is for annual periods beginning after December 15, 2025, and interim periods within those years. Early adoption is permitted. 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.

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 $54,311,732 at September 30, 2025, and had a net loss of $5,633,750 for the nine months ended September 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.

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 $5,000. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and ten years.

Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

F-12

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 5 to 10 years.

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

Schedule of property and equipment stated at cost
	September<br> 30,<br> 2025			December<br> 31,<br> 2024
Pyrolysis unit	$	151,672		$	151,672
Equipment and materials		3,615,186			596,631
Buildings and fixtures		546,298			496,382
Land		3,908,841			3,865,315
Office furniture		1,763			1,484
Leasehold improvements		273,261			—
Less: accumulated<br> depreciation		(542,820	)		(316,838	)
Property and<br> equipment, net	$	7,954,201		$	4,794,646

Depreciationexpense

For

the nine months ended September 30, 2025 and 2024, depreciation expense was $148,340 and $133,685, respectively.

NOTE

5 — LOANS PAYABLE

Effective January 1, 2025, the Company acquired a financing loan for its Director and Officer Insurance for $40,800. The loan bears interest at 9.3%, requires monthly payments of $4,255.92 and is due within one year. As of September 30, 2025, the balance due is $8,976.

WestVirginia 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 50 TPD, with plans to scale 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. The loan is forgiven after three years if the Company employs forty or more people at the West Virginia facility. As of September 30, 2025 and December 31, 2024, the balance of the loan is $1,750,000 and $1,750,000, respectively.

NOTE

6 — CONVERTIBLE NOTES PAYABLE

WalleyeOpportunities Master Fund Ltd

February2023 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 $4,000,000, which notes shall be convertible into shares of common stock at the lower of (a) 120% of the closing price of the common stock on the day prior to closing, or (b) a 10% discount to the lowest daily volume weighted average price (“VWAP”) reported by Bloomberg of the common stock during the 10 trading days prior to the conversion date  .

F-13

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 $2,500,000 and a warrant to purchase 29,434,850 shares of the Company’s common stock. The maturity date of the February Note is February 21, 2024 (the “Maturity Date”). The February Note bears interest at a rate of 5% per annum. The February Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the February Note. The Company also issued a warrant to the initial investor that is exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expires five years from the date of issuance.

The terms of the February Note were amended pursuant to the March 2024 Note (discussed below). The amendment changes the conversion price to $0.03 and extends the maturity date to December 1, 2024. This note is currently in default and has incurred a $109,079 penalty that has been added to the principal. In addition, the interest rate has increased to 15%.

April2023 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 $1,500,000 and the Company issued warrants for the purchase of up to 17,660,911 shares of the Company’s common stock to Walleye. The April Note bears interest at a rate of 5% per annum. The April Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the April Note. The April Note is convertible into shares of common stock at $0.03 per share. Pursuant to the terms of the May Note (discussed below) the number of warrants was increased to 29,498,714. This note is currently in default and has incurred a $375,000 penalty that has been added to the principal. In addition, the interest rate has increased to 15%.

May2023 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 $1,714,285.71 (the “May Note”) and warrants to purchase 44,069,041 shares of the Company’s common stock (the “May Warrants”).

The

May Note matures 12 months after issuance and bears interest at a rate of 5% per annum, as may be adjusted from time to time in accordance with Section 2 of the May Note. The May Note has an original issue discount of 30%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the May Note. The May Note is convertible into shares of common stock at $0.0389 per share.

This

May Note is currently in default and has incurred a $428,571 penalty that has been added to the principal. In addition, the interest rate has increased to 15%.

As consideration for additional funding, in May of 2023, the number of warrants related to the February 2023 note increased from 29,424,850 to 49,164,524 and the number of warrants related to the April 2023 note were increased from 17,660,911 to 29,498,714.  The additional warrants were fair valued and included as a debt discount on the new tranche(s) of funding.

March2024 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 $666,666 (the “March 2024 Note”), (ii) a warrant initially exercisable to acquire up to 22,222,220 shares of Common Stock at an exercise price of $0.03 per share (the “March 2024 Warrant”), and (iii) the parties agreed to amend and restate the Existing Note and Existing Warrant as discussed below.

March2024 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 $0.03 per share, subject to adjustment as set forth in the March 2024 Note. The March 2024 Note bears interest at a rate of 5% per annum, as may be adjusted from time to time, and matures on October 1, 2024 (the “March Note Maturity Date”); provided, however, that the March Note Maturity Date may be extended at the option of the Investor as provided in the March 2024 Note.

This

note is currently in default and has incurred a $166,667 penalty that has been added to the principal. In addition, the interest rate has increased to 20%.

F-14

As consideration for additional funding, in May of 2024, the number of warrants related to the February 2023 note was increased again from 49,164,524 to 159,142,855. The additional warrants were fair valued and included as a debt discount on the new tranche of funding.

CoventryEnterprises, LLC

June2024 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 $100,000 (which includes $10,000 of Original Issue Discount). The note bears interest at 10% and matures on May 15, 2025. The note is convertible into shares of common stock  at 90% of lowest trade for 20 prior days to conversion. Coventry received 5,000,000 restricted shares of Common Stock as Commitment Shares. As of September 30, 2025, this note has been converted in full for a $0 balance at September 30, 2025.

May2025 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 $300,000 (which includes $30,000 of Original Issue Discount).The Note contains guaranteed interest in the amount of $30,000, with the Principal and Interest due and payable in 10 equal monthly payments in the amount of $33,000 commencing on August 27, 2025 and continuing on the 27^th^ day of each month thereafter until paid in full by not later than May 27, 2026. Coventry received 15,000,000 restricted shares of Common Stock as Commitment Shares.  As of September 30, 2025, there is $267,000 and $30,000 of principal and interest, respectively, due on this note.

GSCapital Partners

October2023 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 $660,000 (each note being in the amount of $330,000 and containing an original issue discount of $30,000 such that the purchase price of each note is $300,000) (each “Note,” and together the “Notes”) are convertible into shares of the Company’s common stock, par value $0.001 per share, upon the terms and subject to the limitations set forth in each Note. The Company issued and sold the first Note (the “First Note”) on October 26, 2023 (the “First Closing Date” or the “First Issuance Date”). The second note was not funded.

On the First Closing Date, the Company issued 800,000 restricted shares of Common Stock to 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 7,500,000 shares of Common Stock to GS Capital (the “Returnable Shares”) for each Note.

As of September 30, 2025, this note has been converted in full for a $0 balance at September 30, 2025.

October2024 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 $7,500 of Original Issue Discount). The note bears interest at 10% and matures on December 2, 2024. The note is convertible into shares of common stock upon default at $0.01 per share. As of September 30, 2025, this note has been converted in full for a $0 balance at September 30, 2025.

May2025 Note - GS Capital Partners

On May 13, 2025, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $137,500 (which includes $18,500 of Original Issue Discount and fees). The Note contains guaranteed interest in the amount of $16,500. The Company is required to make Principal payments in four installments, each in the amount of $31,250 commencing on the 180-day anniversary of the GS Note Issue Date, with the final payment of the remaining Principal and Interest due on the GS Note Maturity Date. The note is convertible into shares of common stock at $0.02 per share, or $0.01 per share if the Company’s stock trades below $0.02. GS Capital received 2,500,000 restricted shares of Common Stock as Commitment Shares. As of September 30, 2025, there is $137,500 and $16,500 of principal and interest, respectively, due on this note.

August2025 Note - GS Capital Partners

On August 29, 2025, pursuant to that certain Securities Purchase Agreement between the Company and GS Capital Partners, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $330,000

(including OID of $30,000

). The Note bears interest at 12%, with guaranteed interest of $39,600, and matures on August 29, 2026. GS Capital received 3,300,000 restricted shares of Common Stock for commitment shares along with an additional 16,500,000 shares of Common Stock which are subject to return as more fully set forth in the Securities Purchase Agreement (Note 10). As of September 30, 2025, there is $330,000 and $39,600 of principal and interest, respectively, due on this note. As of September 30, 2025, the shares have not yet been issued by the transfer agent and are disclosed as common stock to be issued.

F-15

ClearThinkCapital Partners

May2024 Note

On May 24, 2024, the Company issued a convertible promissory note to ClearThink in the aggregate principal amount of $110,000 (which includes $18,000 of Original Issue Discount). The note bears interest at 10% and matures on January 24, 2025. The note is convertible into shares of common stock at $0.025 or $0.0145 if the Company’s common stock trades below $0.02 for more than five consecutive days. As of September 30, 2025, this note has been converted in full for a $0 balance at September 30, 2025.

October2024 Note

On October 2, 2024, the Company issued a convertible promissory note to ClearThink in the aggregate principal amount of $82,500 (which includes $7,500 of Original Issue Discount). The note bears interest at 10% and matures on December 2, 2024. The note is convertible into shares of common stock upon default at $0.01 per share. ClearThink received 5,000,000 restricted shares of Common Stock as Commitment Shares. As of September 30, 2025, this note has been converted in full for a $0 balance at September 30, 2025.

May2025 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 $137,500 (included OID of $12,500). The Note bears interest at 12%, with guaranteed interest of $16,500, and matures on February 13, 2026. The note is convertible into shares of common stock at $0.02 per share, to be adjusted as necessary per the terms of the Note. ClearThink received 2,500,000 restricted shares of Common Stock as Commitment Shares. As of September 30, 2025, there is $137,500 and $16,500 of principal and interest, respectively, due on this note.

September2025 Note

On September 25, 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 $330,000

(including OID of $30,000

). The Note bears interest at 12

%,

with guaranteed interest of $39,600 , and matures on September 25, 2026

. ClearThink received 3,300,000 restricted

shares of Common Stock for commitment shares along with an additional 16,500,000 shares of Common Stock which are subject to return as more fully set forth in the Securities Purchase Agreement (Note 10). As of September 30, 2025, the Company received $180,000 towards the Note. The balance due of $150,000 is disclosed as an Other Receivable and was received on October 3, 2025. As of September 30, 2025, there is $330,000

and $39,600 of principal and interest, respectively, due on this note.

TrilliumPartners LP

February2024 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 $580,000 (which includes $87,500 of Original Issue Discount), convertible into Common Stock, upon default, upon the terms and subject to the limitations and conditions set forth in such Trillium Note, and (ii) 4,000,000 restricted shares of Common Stock (the “Commitment Shares”). The Note matures on January 15, 2025 and a one-time interest charge of ten percent (10%) or $58,000 shall be applied to the principal on the date of issuance. The Company has the right to prepay the Trillium Note in full at any time with no prepayment penalty. Accrued unpaid interest and outstanding principal, subject to adjustment, shall be paid in seven payments, each in the amount of $91,142.86 (a total payback to the Holder of $638,000).

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 $91,142.85. In the event that the Company defaults and misses a payment, then the Investor will be able to do a “default conversion. The conversion price (the “Trillium Conversion Price”) is equal to the lower of: (i) the Fixed Conversion Price of $0.03; (ii) the Variable Conversion Price (70% of the lowest trade for the twenty days prior to conversion); and (iii) the Alternative Conversion Price (lowest price of our Common Stock during the period thirty days prior to a default).

This

note is currently in default and has incurred a $174,993 penalty that has been added to the principal. In addition, the interest rate has increased to 22% and the conversion rate changed to 70% of the lowest trade for the twenty days prior to conversion.

F-16

The Company entered into a Settlement Agreement and Release agreement with Trillium Partners, LP, dated July 31, 2025. Per the terms of the agreement the Company establish a reserve of 55,000,000 shares of common stock to be issued in eleven equal installments of 5,000,000 shares of common 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 September 30, 2025.

LabrysFund, LP

On July 1, 2025, pursuant to that certain Securities Purchase Agreement between the Company and Labrys Fund, LP (“Labrys”), the Company issued a convertible promissory note to Labrys in the aggregate principal amount of $238,000 (including OID of $25,500). The Note bears interest at 10%, with guaranteed interest of $23,800, and matures on July 1, 2026. Labrys received 3,500,000 restricted shares of Common Stock for commitment shares. As of September 30, 2025, there is $238,000 and $23,800 of principal and interest, respectively, due on this note.

CFICapital LLC

On July 17, 2025, the Company issued a convertible promissory note to CFI Capital LLC in the aggregate principal amount of $150,000 (which includes $15,000 of Original Issue Discount). The note bears interest at 6% and matures on July 17, 2026.

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, which are subject to return as more fully set forth in the Securities Purchase Agreement, are valued at the closing stock price on the effective date from which the relative fair value for each loan is calculated. The value of the shares is accounted for as debt discount and temporary equity.

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 September 30, 2025:

Schedule of convertible notes outstanding
Note Holder	Date	Maturity Date	Interest		Default Interest		Balance<br> December<br> 31,<br> 2024			Additions		Repayments,<br> Conversions & Settlements			September<br> 30,<br> 2025
Walleye Opportunities Fund	2/21/2023	12/1/2024	5	%	15	%		545,395			—		—			545,395
Walleye Opportunities Fund	4/10/2023	4/10/2024	5	%	15	%		1,875,000			—		—			1,875,000
Walleye Opportunities Fund	5/26/2023	5/26/2024	5	%	15	%		2,142,857			—		—			2,142,857
GS Capital Partners	10/26/2023	7/26/2024	12	%	15	%		25,000			—		(25,000	)		—
Trillium Partners LP	2/22/2024	1/15/2025	10	%	15	%		463,215			—		(463,215	)		—
Walleye Opportunities Fund	3/25/2024	12/1/2024	5	%	20	%		833,333			—		—			833,333
ClearThink Capital Partners	5/24/2024	1/24/2025	12	%	15	%		110,000			—		(110,000	)		—
Coventry Enterprises, LLC	6/14/2024	5/15/2025	10	%	15	%		90,000			—		(90,000	)		—
GS Capital Partners	10/2/2024	12/2/2024	10	%	22	%		82,500			—		(82,500	)		—
ClearThink Capital Partners	10/2/2024	12/2/2024	10	%	22	%		82,500			—		(82,500	)		—
ClearThink Capital Partners	5/13/2025	2/13/2026	12	%	24	%		—			137,500		—			137,500
GS Capital Partners	5/13/2025	2/13/2026	12	%	24	%		—			137,500		—			137,500
Coventry Enterprises, LLC	5/27/2025	5/27/2026	10	%	22	%		—			300,000		(33,000	)		267,000
Labrys Fund II, LP	7/1/2025	7/1/2026	10	%	22	%		—			238,000					238,000
CFI Capital	7/7/2025	7/17/2026	6	%	6	%		—			150,000					150,000
GS Capital Partners	8/29/2025	8/29/2026	12	%	24	%		—			330,000					330,000
ClearThink Capital Partners	9/25/2025	9/25/2026	12	%	24	%		—			330,000					330,000
Total							$	6,249,800		$	1,623,000	$	(886,215	)	$	6,986,585
Less debt discount							$	(205,675	)							(737,160	)
Convertible notes payable, net							$	6,044,125							$	6,249,425

F-17

Total interest accrued on the above convertible notes was $1,511,835 and $801,979 as of September 30, 2025 and December 31, 2024, respectively.

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	$	598,306
Increase to derivative due to new issuances and/or modification of conversion terms		1,614,002
Decrease to derivative due to mark to market		(144,687	)
Balance at December 31, 2024		2,067,621
Decrease to derivative due to conversions		(57,711	)
Increase to derivative due to new issuances		147,696
Decrease to derivative due to mark to market		(1,062,846	)
Balance at September 30, 2025	$	1,094,760

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 $15,000,000, with the proceeds to be used for costs and expenses associated with the development and construction of Clean-Seas West Virginia’s recycling and processing facility located in Kanawha County, West Virginia.

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: (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 West Virginia 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 West Virginia in favor of the Lender with interest due and payable on the 15^th^ 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 September 30, 2025, is presented on the balance sheet net of debt discount of $72,886.

The

initial credit extension of $5,000,000 is presented on the balance sheet net of debt discount of $260,311, as of December 31, 2024.

NOTE

8 — REVENUE SHARE PURCHASE AGREEMENTS

During

the nine months ended September 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 $500,000, less $10,000 in total for fees, which has been recorded as a debt discount, to be amortized over the term of the agreement. As an added inducement for entering into the Revenue Purchase Agreements, the Company issued a total of 2,500,000 shares of common stock to the investors as commitment shares. The fair value of the shares was determined using the closing stock price on the grant date and was allocated against the consideration received.

F-18

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 $200,000. Pursuant to the Agreement, KBI has the right, but not the obligation, to convert all or any part of the then outstanding Repurchase Price, into shares of the Company’s Series D Preferred Stock, par value $0.001 per share.

During the three months ending September 30, 2025, an additional 10

%

of the principal balance was added to each investor’s purchased amount. Per the terms of the agreements if early payoff (within one month) did not occur, 10% of the original purchase price is added to each investor’s purchased amount. An additional $70,000

has been recorded as a debt discount, to be amortized over the term of the agreements.

NOTE

9 — RELATED PARTY TRANSACTIONS

DanielBates, 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 September 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 September 30, 2025 and December 31, 2024, the Company owed Mr. Bates $239,000 and $236,000, respectively, for accrued compensation.

RachelBoulds, CFO

The Company entered into a consulting agreement with Rachel Boulds, effective as of May 1, 2021, to serve as part-time Chief Financial Officer for compensation of $5,000 per month, which increased to $7,500 in June 2023. As of September 30, 2025 and December 31, 2024, the Company owed Ms. Boulds $0 and $0, respectively, for accrued compensation.

DanielHarris, Chief Revenue Officer

As

of September 30, 2025 and December 31, 2024, the Company owed Mr. Harris $37,500 and $37,500 , respectively, for accrued compensation.

MichaelDorsey, Director

During

the nine months ended September 30, 2025 and 2024, the Company paid Mr. Dorsey, $0 and $9,000, respectively, for director fees. As of September 30, 2025 and December 31, 2024, the Company owed Mr. Dorsey, $13,500 and $0, respectively, for director fees.

GregBoehmer, Director

During

the nine months ended September 30, 2025 and 2024, the Company paid Mr. Boehmer, $0 and $9,000, respectively, for director fees. As of September 30, 2025 and December 31, 2024, the Company owed Mr. Boehmer, $13,500 and $0, respectively, for director fees. In addition, the Company owes Mr. Boehmer $18,000 and $15,000, for consulting services as of September 30, 2025 and December 31, 2024, respectively.

BartFisher, Director

During

the nine months ended September 30, 2025 and 2024, the Company paid Mr. Fisher, $0 and $9,000, respectively, for director fees and owes $13,500 as of September 30, 2025.

GreenInvest Solutions Ltd.

During

September 2023, a $70,000 note was issued to Green Invest Solutions Ltd. which is managed by the same individuals as Clean-Seas Morocco. The loan is considered to be short-term and does not accrue interest.

Managementof Clean-Seas Morocco

On occasion, management of Clean-Seas Morocco provides funds to the company for general operations. As of September 30, 2025 and December 31, 2024, $819,220

and $693,495

was due to management, respectively. There are no agreements, and no interest rates applied.

F-19

NotePayable

Pursuant to the Morocco Purchase Agreement, Clean-Seas paid an aggregate purchase price of $6,500,000 for the Morocco Acquisition, of which (i) $2,000,000 was paid on the Morocco Closing Date and (ii) the remaining $4,500,000 is to be paid to Ecosynergie Group over a period of ten (10) months from the Morocco Closing Date. During the year ended December 31, 2024, the Company paid $200,000 towards the balance due. During the nine months ended September 30, 2025 the Company paid an additional $35,000 towards the balance due, for a balance due as of September 30, 2025, of $4,265,000.

On

March 11, 2025, the Company issued a Promissory Note to Dan Bates, CEO, for $100,000. The note bears interest at 8% and matures on March 11, 2026. Accrued interest as of September 30, 2025 is $4,449.

On

March 26, 2025, the Company issued a Promissory Note to Dan Bates, CEO, for $250,000. The note bears interest at 8% and matures on March 26, 2026. Accrued interest as of September 30, 2025 is $10,301.

On

August 12, 2025, the Company issued a Promissory Note to Dan Bates, CEO, for $100,000. The note bears interest at 8% and matures on August 12, 2026. Accrued interest as of September 30, 2025 is $1,074.

On

August 27, 2025, the Company issued a Promissory Note to Dan Bates, CEO, for $100,000. The note bears interest at 8% and matures on August 27, 2026. Accrued interest as of September 30, 2025 is $745.

RelatedParty Revenue

For the nine months ended September 30, 2025, our operations in Morocco generated all of the revenue from a party under control of the management of Clean-Seas Morocco.

NOTE

10 — COMMON STOCK

On

January 1, 2025, the Company issued 5,000,000 shares of common stock to a service provider. The shares were valued at $0.0206, the closing stock price on the date of grant, for total non-cash expense of $103,000.

On

January 30, 2025, the Company’s transfer agent issued 2,000,000 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 7,500,000 commitment shares of common stock due to GS Capital.

On

February 6, 2025, the Company’s transfer agent issued the 30,000,000 shares of common stock granted to Mr. Bates on December 12, 2024.

On

February 6, 2025, the Company’s transfer agent issued the 4,000,000 shares of common stock granted to Ms. Boulds on December 12, 2024.

On

February 6, 2025, the Company’s transfer agent issued the 4,000,000 shares of common stock granted to Ms. Harris on December 12, 2024.

On

February 6, 2025 the Company’s transfer agent issued the 12,000,000 shares of common stock granted to its directors on December 12, 2024.

On

February 6, 2025, the Company’s transfer agent issued the 50,500,000 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 6,896,552 shares of common stock purchased on August 23, 2024.

On

February 6, 2025, the Company’s transfer agent issued 396,000 shares of common stock due as of December 31, 2024 for services.

On

February 14, 2025, The Company issued 2,000,000 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 10,000,000 shares of common stock due for the Dorado Purchase Agreement as of December 24, 2024.

F-20

During

the three months ended March 31, 2025, ClearThink converted $45,000 of principal into 4,500,000 shares of common stock. In addition, the Company’s transfer agent issued the 14,568,254 shares of common stock due for prior conversions as of December 31, 2024.

During

the three months ended March 31, 2025, Coventry converted $104,055 of principal into 10,808,085 shares of common stock.

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.

During

the three months ended June 30, 2025, the Company issued 2,500,000 shares of common stock for commitment shares pursuant to the terms of The Revenue Share Agreements (see Note 8).

During

the three months ended September 30, 2025, GS Capital converted $82,500 and $13,982 of principal and interest, respectively, into 9,699,729 shares of common stock.

On

July 1, 2025, the Company issued 3,500,000 restricted shares of Common Stock for commitment shares to Labrys Fund, LP pursuant to the terms of promissory note dated July 1, 2025.

On August 29, 2025, the Company issued 3,300,000 restricted shares of Common Stock to GS Capital Partners for commitment shares pursuant to the terms of promissory notes that were issued on August 29, 2025.

On September 26, 2025, the Company issued 3,300,000 restricted shares of Common Stock to ClearThink for commitment shares pursuant to the terms of promissory notes that were issued on September 26, 2025.

The Company entered into a Settlement Agreement and Release agreement with Trillium Partners, LP, dated July 31, 2025. Per the terms of the agreement the Company establish a reserve of 55,000,000 shares of common stock to be issued in eleven equal installments of 5,000,000 shares of common 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. During the quarter ended September 30, 2025, the Company issued 10,000,000 shares of common stock and accounted for the remaining 45,000,000 shares as shares to be issued.

NOTE 11

– TEMPORARY EQUITY

On August 29, 2025, the Company issued 16,500,000 restricted shares of Common Stock to GS Capital which are subject to return as more fully set forth in the Securities Purchase Agreement, dated August 29, 2025.

On September

26, 2025, the Company issued 16,500,000 restricted shares of Common Stock to ClearThink which are subject to return as more fully set forth in the Securities Purchase Agreement, dated September 26, 2025.

Commitment

shares, which are subject to return as more fully set forth in the Securities Purchase Agreement, are valued at the closing stock price on the effective date from which the relative fair value for each loan is calculated. The value of the shares is accounted for as debt discount and temporary equity. Total temporary equity as of September 30, 2025, is $278,884.

NOTE

                                        12 — PREFERRED STOCK

The

Company is authorized to issue 10,000,000 shares of Preferred Stock at $0.001 par value per share with the following designations.

SeriesA Redeemable Preferred Stock

On September 21, 2020, the Company created a series of Preferred Stock designating 2,000,000 shares as Series A Redeemable Preferred Stock ranks senior to the Company’s Common Stock upon the liquidation, dissolution or winding up of the Company. The Series A Preferred Stock does not bear a dividend or have voting rights and is not convertible into shares of our Common Stock. There are no Series A shares issued and outstanding as of September 30, 2025 and December 31, 2024.

SeriesB Preferred Stock

On

December 14, 2020, the Company designated 2,000,000 shares of its authorized preferred stock as Series B Convertible, Non-voting Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock does not bear a dividend or have voting rights. The Series B Preferred Stock automatically converted into shares of common stock on January 1, 2023, at the rate of 10 shares of common stock for each share of Series B Preferred Stock; however, due to an ongoing dispute with certain holders of the Series B Preferred Stock, which is expected to be resolved through binding arbitration in December 2023, such conversion has not been effectuated as of the date hereof. Holders of our Series B Preferred Stock have anti-dilution rights protecting their interests in the Company from the issuance of any additional shares of capital stock for a two year period following conversion of the Series B Preferred Stock calculated at the rate of 20% on a fully diluted basis.

F-21

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 2,000,000 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. The shares of Series B Preferred Stock were cancelled and credited to additional paid in capital.

SeriesC Preferred Stock

On

February 19, 2021, the Company amended its Articles of Incorporation whereby 2,000,000 shares of preferred stock were designated Series C Convertible Preferred Stock. The holders of the Series C Convertible Preferred Stock are entitled to 100 votes and shall vote together with the holders of common stock. Each share of the Series C Convertible Preferred Stock automatically converted into ten shares of common stock on January 1, 2023; however, such conversion has not been effectuated as of the date hereof.

SeriesD Preferred Stock

Pursuant to the KBI Agreement (Note 8), 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 500,000

shares of Series D Preferred Stock, which shares are convertible into shares

of Common Stock at a price of $0.10

per share, meaning one share of Series D Preferred Stock converts into 10 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. There are no Series D shares issued and outstanding as of September 30, 2025 and December 31, 2024.

NOTE

                                        13 – 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 68,028 shares of its common stock (the “WV Common Stock”) to the investor in exchange for an aggregate purchase price of $100,001.16. Pursuant to the Purchase Agreement, the investor will also be issued 100,000 shares of the Company’s common stock (the “Parent Common Stock”) and also became a minority shareholder of Clean-Seas WV pursuant to that certain Shareholders’ Agreement of Clean-Seas West Virginia, Inc. (the “WV Shareholders Agreement”).

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 34,014 shares of WV Common Stock to the investor in exchange for an aggregate purchase price of $50,000.58. Pursuant to the Purchase Agreement, the investor will also be also issued 50,000 shares of Parent Common Stock and also became a minority shareholder of Clean-Seas WV pursuant to that certain WV Shareholders Agreement.

Pursuant

to the terms and provisions of that certain Purchase Agreement entered into effective as of September 5, 2025 between Clean-Seas WV and an accredited investor, Clean-Seas WV issued and sold 34,014 shares of WV Common Stock to the investor in exchange for an aggregate purchase price of $50,000.58. Pursuant to the Purchase Agreement, the investor will also be also issued 50,000 shares of Parent Common Stock and also became a minority shareholder of Clean-Seas WV pursuant to that certain WV Shareholders Agreement.

NOTE

                                        14 — WARRANTS

A summary of the Company’s outstanding warrants as of September 30, 2025 is as follows.

Schedule of warrants
	Number of<br> Warrants			Weighted<br> Average<br> Exercise<br> Price		Weighted Average<br> Remaining Contract Term		Intrinsic Value
Outstanding, December 31, 2023		116,954,802		$	0.037		4.25	$	345,500
Issued		163,778,028		$	0.03		5
Cancelled		—		$	—		—
Exercised		(2,181,818	)	$	—		—
Outstanding, December 31, 2024		278,541,012		$	0.034		3.44	$	—
Issued		—		$	—		—
Expired		(6,858,182	)	$	—		—
Exercised		—		$	—		—
Outstanding, September 30, 2025		271,682,830		$	0.036		2.41	$	—

F-22

NOTE

                                        15 — COMMITMENTS AND CONTINGENCIES

LegalProceedings

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 September 30, 2025.

BordersConsulting 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. On October 2, 2025, the Company and Borders Consulting entered into a Settlement Agreement whereby the Company agreed to pay $75,000 to settle all matters. The initial installment of $10,000 is due on the effective date with subsequent payments of $5,000 due each month until paid in full.

NOTE

                                        16 – OPERATING LEASES

The Company entered into a Motor Vehicle Lease Agreement (Vehicle Lease”) on December 22, 2024. Amount due at signing is $10,526 followed by thirty-six monthly payments of $1,173.54, for total payments of $42,247.44.

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 $45,467 on May 1, 2022.

On January 24, 2025, Clean Seas West Virginia, Inc (“CSWV”) entered into a Lease Agreement (the “Lease”) with Quincy Coal Company (the “Lessor”) relating to approximately 62,650 square feet of property located at 1 2700 East Dupont Ave, Belle, West Virgina. The term of the Lease is for ten years commencing March 1, 2025. The monthly base rent is $16,667 for the first twelve (12) months, increasing each year thereafter. The total rent for the entire lease term is approximately $2,401,000.

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 $ 1,776,746 on March 1, 2025.

Schedule of assets and<br> operating lease liabilities
Asset	Balance Sheet Classification	September 30, 2025		December 31,<br><br> 2024
Operating<br> lease assets	Right<br> of use assets	$	1,730,604	$	45,467
Total lease assets		$	1,730,604	$	45,467
Liability
Operating lease<br> liability – current portion	Current operating<br> lease liability	$	116,241	$	11,814
Operating lease<br> liability – noncurrent portion	Long-term operating<br> lease liability		1,581,927		31,353
Total lease liability		$	1,698,168	$	43,167

---

F-23

Lease obligations at September 30, 2025 consisted of the following:

Schedule of lease obligations
For the year<br> ended December 31:
2025	$	53,520
2026		220,749
2027		227,842
2028		223,531
2029		232,472
Thereafter		1,356,952
Total payments	$	2,315,066
Amount representing interest	$	(616,898	)
Lease obligation, net		1,698,168
Less current portion		(116,241	)
Lease obligations – long term	$	1,581,927

Lease

expense for the nine months ended September 30, 2025 for the auto and property lease, was $17,197 and $156,739, respectively.

NOTE

                                        17 - 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

                                        18 — 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 September 30, 2025 and December 31, 2024 , and consist of the following:

Schedule of discontinued operations
	September 30, 2025		December 31, 2024
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

NOTE

                                        19 — 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 October 30, 2025, the Company issued a promissory note to Coventry Enterprises, LLC in the aggregate principal amount of $330,000

.

The Note contains guaranteed interest in the amount of $33,000

,

with the Principal and Interest due and payable in nine equal monthly payments in the amount of $40,333

commencing on February 28, 2026 and continuing on the 28th day

of each month thereafter until paid in full by not later than October 31, 2026. Coventry received 15,000,000

restricted shares of Common Stock for commitment shares along with an additional

10,000,000

shares of Common Stock which are subject to return as more fully set forth in the Securities Purchase Agreement.

In addition, Coventry and the Company entered into a Common Stock Purchase Agreement, whereby Coventry may purchase up to $5,000,000 of common stock.

Subsequent

to September 30, 2025, the Company issued 15,000,000 shares of common stock pursuant to the terms of the previously disclosed Settlement Agreement.

Subsequent

to September 30, 2025, the Company issued 9,000,000 shares of common stock for services.

Subsequent

to September 30, 2025, the Company issued 2,128,000 shares of common stock for the exercise of warrants as of September 30, 2025.

On

October 8, the Company issued 3,300,000 restricted shares of Common Stock to GS Capital for commitment shares along with an additional 16,500,000 shares of Common Stock pursuant to the August 29, 2025, Securities Purchase Agreement.

On

            October 2, 2025, the Company and Borders Consulting entered into a Settlement Agreement whereby the Company agreed to
            pay $75,000 to settle all matters. The initial installment of $10,000 is due on the effective date with subsequent payments
            of $5,000 due each month until paid in full.

F-24

Item2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-LookingStatements

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.

CompanyOverview 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.

2

According to analysis and projections reported by the EIA on June 14, 2023, it is estimated that while annual demand growth is expected to drop from 2.4 million barrels per day (“mb/d”) due to a shift in focus to a clean energy economy, global oil demand will rise by 6% from 2022 to 2028, reaching 105.7 mb/d. The EIA also estimates that upstream investments in oil and gas exploration, extraction and production were on course to reach their highest levels since 2015, growing 11% year-on-year to $528 billion in 2023.

Additionally, as stated in the Hydrogen Generation Market Research published by Allied Market Research in September 2022, the global hydrogen generation market size was valued at $136.3 billion in 2021 and is expected to each $262 billion by 2031, growing at a CAGR of 6.8% from 2022 to 2031. The Hydrogen Generation Market Research explains that hydrogen plays a vital role in the chemicals and oil & gas industry, with major factors driving the hydrogen generation market growth mostly due to ongoing unprecedented revolutions under the net zero emissions scenario, where global output of hydrogen is expected to reach 200 metric tons in 2030 when it is estimated that around 70% of hydrogen production will be done through low carbon technologies. It is anticipated that by 2050, the production of hydrogen will increase to roughly 500 metric tons and that energy efficiency, electrification, renewable energy, hydrogen and hydrogen based fuels, and carbon, capture, utilization and storage are some of the major technology pillars to decarbonize the world energy system.

According to the research and analysis by Argonne published in the Journal of Cleaner Production on November 1, 2023, plastics are important products for the modern economy, reaching production of 367 and 56 million tons in the world and North America, respectively, in 2022. The Argonne research also states that as of November 2023, the plastic industry relied heavily on fossil resources with data suggesting that 6% of the global production of crude oil and natural gas liquids is devoted to the production of plastics and is expected to increase to 20% in 2050, resulting in higher waste generation. According to Argonne, while recycling could reduce reliance on fossil resources and waste generation in the plastic industry while converting post-use plastic into a resource, only 9% of the post-use plastic collected in the United States is mechanically recycled due to diverse economic, technical environmental and regulatory barriers.

Further, the Organization for Economic Cooperation and Development has suggested that global plastics use is projected to almost triple between 2019 and 2060, with estimates of an increase from 460 million tons to 1,231 million tons yearly.

We believe that in the near future, a significant growth sector of the economy will be in clean energy and sustainable products and services. This belief was a key factor in our shift in our business focus in May 2020 and our acquisition of Clean-Seas, Inc. (“Clean-Seas”), which became our wholly owned subsidiary on May 19, 2020. We believe that Clean-Seas has made significant progress in identifying and developing its business model around the clean energy and waste-to-value sectors.

Clean Vision was established in 2017 as a company focused on the acquisition of disruptive technologies that will impact the digital economy. The Company, which was formerly known as Byzen Digital Inc., changed its corporate name to Clean Vision on March 12, 2021.

All operations are currently being conducted through Clean-Seas. Clean-Seas acquired its first pyrolysis unit in November 2021 for use in a pilot project in India, which began operations in early May 2022. On April 23, 2023, Clean-Seas completed its acquisition of a fifty-one percent (51%) interest in EcoSynergie, which changed its name to Clean-Seas Morocco, LLC on such date. Clean-Seas Morocco began operations at its pyrolysis facility in Agadir, Morocco, in April 2023, which currently has capacity to convert 20 TPD of waste plastic through pyrolysis

AvailableInformation

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”.

3

Resultsof Operations

ThreeMonths Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Revenue

For the three months ended September 30, 2025 and 2024, the Company recognized revenue of $62,064  and $34,799, respectively from our subsidiary Clean-Seas Morocco, an increase of $27,265 or 78.3%. 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.

ConsultingExpense

For the three months ended September 30, 2025 and 2024, we had consulting expenses of $202,445 and $230,819, respectively, a decrease of $28,374 or 12.3%. The decrease is due to fewer high fee consultants used in the current period compared to the prior period.

Advertisingand Promotion Expense

For the three months ended September 30, 2025 and 2024, we had advertising and promotion expenses of $45,023  and $30,109, respectively, an increase of $14,914 or 49.5%. The Company has been actively increasing its marketing activities in 2025.

DevelopmentExpense

For the three months ended September 30, 2025 and 2024 we had development expenses of $8,800 and $172,523, respectively, a decrease of $163,723 or 94.9%. Development expenses are related to the PCN facility in West Virginia as activity is now focused on preparing the facility for production. In the current period expenses related to the development of the facility are being categorized more specifically to better track expenses.

ProfessionalFees

For the three months ended September 30, 2025 and 2024, we had professional fees of $51,072 and $36,399, respectively, an increase of $14,673 or 40.3%. Professional fees consist mainly of audit and legal fees. The increase in the current period is due to additional legal fees.

PayrollExpense

For the three months ended September 30, 2025 and 2024, we had payroll expenses of $350,107 and $337,378, respectively, an increase of $12,729 or 3.8%.  Our payroll has stayed consistent as we have not hired any new employees.

DirectorFees

For the three months ended September 30, 2025 and 2024, we had director fees of $13,500 and $23,500, a decrease of $10,000 or 42.6%.

Generaland Administrative Expenses

For the three months ended September 30, 2025 and 2024, we had G&A expenses of $597,647 and $127,125, respectively, an increase of $470,522 or 370.1%. Some of our larger expenses and reasons for the increase in G&A expense in the current period is approximately $207,000 used by Clean Seas UK, $50,000 of rent expense for West Virginia, supplies and maintenance expense for West Virgina of $17,000. There was also an increase of G&A expense for Clean Seas Morocco.

OtherIncome and Expense

For the three months ended September 30, 2025 and 2024, we had total other expenses of $649,858 compared to $673,746, respectively. In the current period we recognized $893,445 of interest expense, of which $245,135 was amortization of debt discount, a gain in the change in fair value of derivative of $616,278, a loss on the issuance of debt of $28,496 and settlement expense $346,695. We had $2,500 of other income. For the three months ended September 30, 2024, we recognized $604,056 of interest expense, of which $529,041 was amortization of debt discount, a gain in the change in fair value of derivative of $114,413, a gain on the conversion of debt of $35,698 and penalty expense for default on a convertible note of $219,801.

NetLoss

Net loss for the three months ended September 30, 2025 was $1,825,597 (after deducting $40,031 for the non-controlling interest). Net loss for the three months ended September 30, 2024, was $1,552,709 (after deducting $46,240 for the non-controlling interest).

4

NineMonths Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Revenue

For the nine months ended September 30, 2025 and 2024, the Company recognized revenue of $125,201 and $107,946, respectively from our subsidiary Clean-Seas Morocco, an increase of $17,255 or 16%. 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.

ConsultingExpense

For the nine months ended September 30, 2025 and 2024, we had consulting expenses of $1,074,848 and $837,764, respectively, an increase of $237,084 or 28.3%. 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 $494,450.

Advertisingand Promotion Expense

For the nine months ended September 30, 2025 and 2024, we had advertising and promotion expenses of $164,776 and $90,825, respectively, an increase of $73,951 or 81.4%. The Company has been actively increasing its marketing activities in 2025.

DevelopmentExpense

For the nine months ended September 30, 2025 and 2024 we had development expenses of $41,663 and $221,896, respectively, a decrease of $180,233 or 81.2%. Development expenses are related to the PCN facility in West Virginia as activity is now focused on preparing the facility for production. In the current period expenses related to the development of the facility are being categorized more specifically to better track expenses.

ProfessionalFees

For the nine months ended September 30, 2025 and 2024, we had professional fees of $390,618 and $359,049, respectively, an increase of $31,569 or 8.8%. In the current period we incurred approximately $86,000 of audit fee and $277,000 in legal fees, which increased over the prior period.

PayrollExpense

For the nine months ended September 30, 2025 and 2024, we had payroll expenses of $1,094,062 and $967,816, respectively, an increase of $126,246 or 13%. 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 nine months in 2025. Clean Seas Morocco also has a payroll increase in the current period.

DirectorFees

For the nine months ended September 30, 2025 and 2024, we had director fees of $40,500 and $65,492, a decrease of $24,992 or 38.2%. In the prior period we paid fees to an additional member who’s fees are no longer being accounted for as Direcor fees.

Generaland Administrative Expenses

For the nine months ended September 30, 2025 and 2024, we had G&A expenses of $1,474,349 and $789,589, respectively, an increase of $684,760 or 86.7%. Some of our larger expenses and reasons for the increase in G&A expense in the current period is approximately $559,000 used by Clean Seas UK (a $493,000 increase over the prior period), $157,000 of rent expense for West Virginia (which we did not have in the prior period), supplies and maintenance expense for West Virgina of $58,000 ($55,000 increase over the prior period). There was also an increase of G&A expense for Clean Seas Morocco.

OtherIncome and Expense

For the nine months ended September 30, 2025 and 2024, we had total other expense of $1,458,834 compared to total other expense of $2,469,528, respectively. In the current period we recognized $2,260,890 of interest expense, of which $617,862 was amortization of debt discount, a gain in the change in fair value of derivative of $1,062,846, a loss on the conversion of debt of $96,962, settlement expense of $346,695 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 $3,585 of other income. For the nine months ended September 30, 2024, we recognized $2,970,618 of interest expense, of which $2,637,053 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 $825,903, a gain on the extinguishment of debt of $216,430. We also had penalty expense for default on a convertible note of $219,801.

5

NetLoss

Net loss for the nine months ended September 30, 2025 was $5,476,637 (after deducting $157,113 for the non-controlling interest). Net loss for the nine months ended September 30, 2024, was $5,538,238 (after deducting $167,039 for the non-controlling interest), an increase of only $61,601 or 1.1%.

Liquidityand Capital Resources

CashFlow from Operating Activities

During the nine months ended September 30, 2025 and 2024, we used $5,640,932 and $1,512,095 of cash in operating activities, respectively. During the current period, we incurred a net loss of $5,633,750, adjusted by $456,498 for non-cash items and $463,680 in adjustments for changes in assets and liabilities. In the prior period we incurred a net loss of $5,705,277 adjusted by $2,555,420 for non-cash items and $1,637,762 in adjustments for changes in assets and liabilities.

CashFlow from Investing Activities

During the nine months ended September 30, 2025, we used $3,307,895 for the purchase of property and equipment and had a decrease in our trading securities of $512. Most of the funds used were for the purchase of equipment and leasehold improvements in West Virginia. During the nine months ended September 30, 2024, we used $178,478 for the purchase of property and equipment.

CashFlow from Financing Activities

During the nine months ended September 30, 2025, we had net cash received of $9,702,122 from financing activity. Our cash overdraft in Morocco increased $98,271. We received $550,000 of proceeds from notes payable issued to our CEO, $1,265,450 from the issuance of convertible notes, $777,659 proceeds from other notes payable, $6,823,900 from our commercial loan and $21,840 from the exercise of warrants. We also received $200,002 through the sales of shares in Clean Seas West Virginia, and we repaid $35,000 of a related party loan. During the nine months ended September 30, 2024, we had net cash received of $1,343,697. We received $1,358,500 proceeds from convertible notes, $200,000 proceeds from the sale of Common Stock, $42,152 from other notes payable. Cash received was offset by repayment of $314,285 of a convertible note payable and a cash overdraft of $57,330.

GoingConcern

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 $54,311,732 at September 30, 2025, and had a net loss of $5,633,750 for the nine months ended September 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.

OffBalance 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.

6

CapitalRaising Transactions

Proceedsfrom Notes Payable – Related Party

We generated net proceeds of $550,000 from the issuance of notes payable to our CEO during the nine months ended September 30, 2025.

Otheroutstanding obligations at September 30, 2025

ConvertibleNotes Payable

The Company has convertible promissory notes aggregating $6,836,585 (not including debt discounts) outstanding at September 30, 2025. The accrued interest amounted to approximately $1,511,835 as of September 30, 2025. The convertible notes payable bear interest at rates ranging between 5% and 24% per annum.

RevenueShare Agreements

The Company has revenue shares agreements totaling $770,000 (not including debt discounts) outstanding at September 30, 2025.

CommercialLoan

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.

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 15^th^ 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 September 30, 2025, is presented on the balance sheet net of debt discount of $72,886.

CriticalAccounting Policies

Refer to Note 2 to the Financial Statements for the nine months ended September 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 September 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.

7

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.

Changesin Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2025, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting

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 September 30, 2025.

BordersConsulting 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. On October 2, 2025, the Company and Borders Consulting entered into a Settlement Agreement whereby the Company agreed to pay $75,000 to settle all matters. The initial installment of $10,000 is due on the effective date with subsequent payments of $5,000 due each month until paid in full.

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 September 30, 2025, GS Capital converted $82,500 and $13,982 of principal and interest, respectively, into 9,699,729 shares of common stock.

8

On July 1, 2025, the Company issued 3,500,000 restricted shares of Common Stock for commitment shares to Labrys Fund, LP pursuant to the terms of promissory note dated July 1, 2025.

On September 26, 2025, the Company issued 3,300,000 restricted shares of Common Stock to ClearThink for commitment shares along with an additional 16,500,000 shares of Common Stock which are subject to return as more fully set forth in the Securities Purchase Agreement.

The Company entered into a Settlement Agreement and Release agreement with Trillium Partners, LP, dated July 31, 2025. Per the terms of the agreement the Company establish a reserve of 55,000,000 shares of common stock to be issued in eleven equal installments of 5,000,000 shares of common 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. During the quarter ended September 30, 2025, the Company issued 10,000,000 shares of common stock and accounted for the remaining 45,000,000 shares as shares to be issued.

ITEM

3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM

4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM

5. OTHER INFORMATION

None.

ITEM

6. EXHIBITS

Exhibit<br><br> Number	Exhibit Description
3.1	Amended<br> and Restated Bylaws effective March 4, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report<br> on Form 8-K filed with the SEC on March 8, 2024)
4.1	Convertible<br> Amortization Note Issued on February 12, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report<br> on Form 8-K filed with the SEC on February 16, 2024)
4.2	Promissory<br> Note dated February 15, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed<br> with the SEC on March 4, 2024)
4.3	Senior<br> Convertible Note dated March 25, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form<br> 8-K filed with the SEC on March 29, 2024)
4.4	Warrant<br> to Purchase Common Stock dated March 25, 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report<br> on Form 8-K filed with the SEC on March 29, 2024)
4.5	Amended<br> and Restated Senior Convertible Note dated March 25, 2024 (incorporated by reference to Exhibit 4.3 to the Company’s<br> Current Report on Form 8-K filed with the SEC on March 29, 2024)
4.6	Amended<br> and Restated Warrant to Purchase Common Stock dated March 25, 2024 (incorporated by reference to Exhibit 4.4 to the Company’s<br> Current Report on Form 8-K filed with the SEC on March 29, 2024)
4.7	Convertible<br> Promissory Note issued to Daniel Bates, dated August 12, 2025
4.8	Convertible<br> Promissory Note issued to Daniel Bates, dated August 27, 2025
10.1	Securities<br> Purchase Agreement by and between the Company and Fred Sexton effective January 17, 2024 (incorporated by reference to Exhibit<br> 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 23, 2024)
10.2	Securities<br> Purchase Agreement by and between the Company and Clearthink Capital Partners, LLC dated February 12, 2024 (incorporated by<br> 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<br> Purchase Agreement by and between the Company and Clearthink Capital Partners, LLC dated February 12, 2024 (incorporated by<br> 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<br> Purchase Agreement by and between the Company and Trillium Partners L. dated February 15, 2024 (incorporated by reference<br> 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<br> Purchase Agreement dated March 25, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report<br> on Form 8-K filed with the SEC on March 29, 2024)
10.6	Registration Rights<br> Agreement dated March 25, 2024 ((incorporated<br> by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
10.7	Securities Purchase Agreement between the Company and Labrys<br>II, dated July 1, 2025
10.8	Securities Purchase Agreement between the Company and CFI Capital<br>LLC, dated July 17, 2025
10.9	Securities Purchase Agreement between the Company and GS Capital<br>Partners, LLC, dated August 29, 2025
10.10	Securities Purchase Agreement between the Company and Clearthink<br>Capital Partners LLC, dated September 25, 2025
10.11	Promissory Note between the Company and Coventry Enterprises, LLC,<br>dated October 30, 2025
10.12	Common Stock purchase Agreement between the Company and  Coventry  <br>Enterprises, LLC, dated October 30, 2025
31.1*	Certification<br> of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley<br> Act of 2002 (filed herewith)
31.2*	Certification<br> of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley<br> Act of 2002 (filed herewith)
32*	Certification<br> of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section<br> 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension<br> Schema Document.
101.CAL	Inline XBRL Taxonomy Extension<br> Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension<br> Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension<br> Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension<br> Presentation Linkbase Document.
104	Cover Page Interactive Data File<br> (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith

9

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:<br> November 19, 2025	By:	/s/ Daniel Bates
	Name:	Daniel<br> Bates
	Title:	Chief Executive<br> Officer
		(Principal Executive<br> Officer)
Date: November 19,<br> 2025	By:	/s/ Rachel Boulds
	Name:	Rachel Boulds
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

10

Exhibit 4.7

Exhibit 4.8

****

****

****

****

****

Exhibit 10.7

****

****

****

****

****

****

****

****

****

****

****

****

****

****

****

****

****

****

****

****

****

****

****

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Exhibit 10.8

Exhibit 10.9

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Exhibit 10.10

Exhibit 10.11

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Exhibit 10.11

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Exhibit 31.1

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CERTIFICATION OFCHIEF EXECUTIVE OFFICER

PURSUANT TO 18U.S.C. SECTION 1350,

AS ADOPTED PURSUANTTO SECTION 302 OFTHE 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 September 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: November 19, 2025

By:	/s/ Daniel Bates
	Daniel Bates<br><br> <br>Chief Executive Officer<br><br> <br>(Principal Executive Officer)

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Exhibit 31.2

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CERTIFICATION OFCHIEF FINANCIAL OFFICER

PURSUANT TO 18U.S.C. SECTION 1350,

AS ADOPTED PURSUANTTO SECTION 302 OFTHE 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 September 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: November 19, 2025

By:	/s/ Rachel Boulds
	Rachel Boulds<br><br> Chief Financial Officer<br><br> <br>(Principal Financial and Accounting<br> Executive)

Exhibit 32

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CERTIFICATION PURSUANTTO

18 U.S.C. SECTION1350

ADOPTED PURSUANTTO

SECTION 906 OFTHE SARBANES—OXLEY ACT OF 2002

In connection with the Quarterly Report of Clean Vision Corporation (the “Company”) on Form 10-Q for the quarter ended September 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<br> requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
(2)	The information<br> contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company<br> at the dates and for the periods indicated.
---	---

Date: November 19, 2025

By:	/s/ Daniel Bates
	Daniel Bates<br><br> <br>Chief Executive<br> Officer
	(Principal Executive)

In connection with the Quarterly Report of Clean Vision Corporation (the Company”) on Form 10-Q for the quarter ended September 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: November 19, 2025

By:	/s/ Rachel Boulds
	Rachel Boulds<br><br> Chief Financial Officer<br><br> <br>(Principal Financial and Accounting<br> 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.