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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 ~~MARCH~~JUNE 3130, 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 of incorporation or organization)		(IRS Employer Identification No.)

2006 N. Sepulveda Blvd. #1051

Manhattan Beach, CA

90266

(Address of principal executive offices)

(Zip Code)

(424) 835-1845

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 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 ~~May~~August 1519, 2025, there were ~~998~~1,~~802~~048,~~518~~ 629,872 shares of the issuer’s common stock issued and outstanding.

CLEAN VISION CORPORATION

FORM 10-Q

For the Quarterly Period Ended ~~March~~June 3130, 2025

INDEX

PART I	Financial Information
Item 1.	Financial Statements ~~(unaudited)~~	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2026
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2532
Item 4.	Controls and Procedures	2532
PART II	Other Information
Item 1.	Legal Proceedings	2534
Item 1A.	Risk Factors	2634
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2634
Item 3.	Defaults Upon Senior Securities	2634
Item 3.	Mine Safety Disclosures	26
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	2634
Item 6.	Exhibits	2634
Signatures		2735

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

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

F-1

CLEAN VISION CORPORATION AND SUBSIDIARIES

~~CONSOLIDATED~~CONDENSED ~~BALANCE~~CONSOLIDATED BALANCE SHEETS

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
ASSETS		(Unaudited)			(Audited)
Current Assets:
Cash	$	12,~~175~~821,~~644~~848		$	885,835
Restricted cash		~~629~~692,~~177~~662			416,597
Prepaids and other assets		4,~~159~~111,~~210~~913			1,957,045
Accounts receivable		934,~~238~~083			37,624
Loan receivable		70,000			70,000
Right of use asset		1,765,620			45,467
Right of use assets		—			45,467
Trading securities		5,~~304~~661			5,048
Total Current Assets		7,~~814~~736,~~193~~167			3,417,~~646~~616
Property and equipment		5,030,290			4,794,646
Right of use assets		1,768,498			—
Property and equipment		7,334,821			4,794,646
Goodwill		4,854,622			4,854,622
Total Assets	$	1721,~~699~~694,~~105~~108		$	13,066,884
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Cash overdraft	$	~~446~~515,~~698~~012		$	409,587
Accounts payable		1,~~249~~912,~~419~~397			1,042,892
Accrued compensation		~~599~~604,~~192~~225			595,719
Accrued expenses		2,~~476~~962,~~420~~832			2,282,488
Accrued interest – related party		~~789~~7,770			—
Convertible note payable, net discount of $13,432 and $205,675, respectively		6,140,725			6,044,125
Convertible notes payable, net discount of $253,561 and $205,675, respectively		6,263,739			6,044,125
Derivative liability		31,~~741~~563,~~967~~312			2,067,621
Settlement liability		—			145,967
Loans payable		~~845~~888,~~601~~444			784,600
Related party payables		~~771~~826,~~671~~164			693,495
Loans payables – related parties		4,650,000			4,300,000
Loans payable, revenue share, net discount of $94,948		605,052			—
Lease liabilities - current portion		109,608			11,814
Loans payables – related parties		4,615,000			4,300,000
Lease liabilities - current portion		204,391			11,814
Liabilities of discontinued operations		67,093			67,093
Total current liabilities		21,~~099~~035,~~183~~431			18,445,401
Economic incentive (Note 12)		1,750,000			1,750,000
Economic incentive (Note 5)		1,750,000			1,750,000
Commercial loan, net of discount of $197,836 and $260,311, respectively		8,052,164			4,739,689
Commercial loan, net of discount of $135,361 and $260,311, respectively		11,688,539			4,739,689
Lease liabilities - net of current portion		1,692,207			31,353
Lease liabilities - net of current portions		1,545,257			31,353
Total Liabilities		3236,~~593~~019,~~554~~227			24,966,443
Commitments and contingencies		—			—
Stockholders' Deficit:
Preferred stock, $0.001 par value, 4,000,000 shares authorized; no shares issued and outstanding		—			—
Series A Preferred stock, $0.001 par value, 2,000,000 shares authorized; no shares issued and outstanding		—			—
Series B Preferred stock, $0.001 par value, 2,000,000 shares authorized; 0 and 2,000,000 shares issued and outstanding, respectively		—			—
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding		2,000			2,000
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 973,774,482 and 807,605,591 shares issued and outstanding, respectively		973,775			807,606
Series D Preferred stock, $0.001 par value, 500,000 shares authorized; no shares issued and outstanding		—			—
Common stock to be issued		—			2,412,054
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 1,040,340,578 and 807,605,591 shares issued and outstanding, respectively		1,040,341			807,606
Additional paid-in capital		34,987,523			32,419,818
Common stock to be issued		42,732			2,412,054
Accumulated other comprehensive loss		(1,780	)		20,113
Preferred stock to be issued		32,074			—
Accumulated deficit		(52,068,776	)		(48,835,095	)
Additional paid-in capital		35,821,387			32,419,818
Non-controlling interest		1,212,809			1,273,945
Accumulated other comprehensive loss		(84,383	)		20,113
Total stockholders' deficit		(14,894,449	)		(11,899,559	)
Accumulated deficit		(52,486,135	)		(48,835,095	)
Total liabilities and stockholders' deficit	$	17,699,105		$	13,066,884
Non-controlling interest		1,306,865			1,273,945
Total stockholders' deficit		(14,325,119	)		(11,899,559	)
Total liabilities and stockholders' deficit	$	21,694,108		$	13,066,884

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

F-2

CLEAN VISION CORPORATION AND SUBSIDIARIES

~~CONSOLIDATED~~CONDENSED ~~STATEMENTS~~CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

		For the Three Months Ended March 31,
	For the Three Months Ended June 30,								For the Six Months Ended June 30 ,
	2025	~~2025~~			2024	~~2024~~			2025		2024
Revenue	$	$52,612	~~10,525~~		$	$23,455	~~49,692~~		$	63,137	$	73,147
Cost of revenue		8,147	~~1,944~~			12,100	~~2,985~~			10,091		9,115
Gross margin	$	44,465	~~8,581~~		$	11,355	~~52,677~~		$	53,046	$	64,032
Operating Expenses:
Consulting	$	629,306	~~243,097~~		$	222,713	~~384,732~~		$	872,403	$	606,945
Advertising and promotion		51,558	~~68,195~~			30,044	~~30,672~~			119,753		60,716
Development expense		30,443	~~2,420~~			20,858	~~28,515~~			32,863		49,373
Professional fees		251,755	~~87,791~~			(79,255)	~~271,091~~			339,546		322,650
Payroll expense		337,213	~~406,742~~			328,892	~~301,546~~			743,955		630,438
Director fees		13,500	~~13,500~~			27,992	~~13,500~~			27,000		41,992
General and administration expenses		663,981	~~212,721~~			333,924	~~338,955~~			876,702		662,464
Total operating expense		1,977,756	~~1,034,446~~			885,168	~~1,369,011~~			3,012,222		2,374,578
Loss from Operations		(1,933,291)	~~(1,025,885~~	)		(873,813)	~~(1,316,334~~	)		(2,959,176)		(2,310,546)
Other income (expense):
Interest expense		(703,145)	~~(632,397~~	)		(883,764)	~~(1,475,355~~	)		(1,335,542)		(2,366,562)
Change in fair value of derivative		2,178,655	~~(1,732,057~~	)		113,184	~~625,857~~			446,598		711,490
Loss on debt issuance		—				(281,450)	~~(252,376~~	)		—		(357,140)
Loss on conversion of debt		(84,908)	~~(12,054~~	)		—				(96,962)		—
Gain on extinguishment of debt		84,908	~~145,967~~			20,000	~~196,430~~			230,875		216,430
Other income (expense), net		119	~~966~~			475	~~(475~~	)		1,085		—
Penalty expense on convertible debt		(15,643)	~~(39,357~~	)		—	—			(55,000)		—
Total other expense		1,459,986	~~(2,268,932~~	)		(1,031,555	~~(905,919~~	)		(808,946)		(1,795,782)
Net loss before provision for income tax		(473,305)	~~(3,294,817~~	)		(1,905,368)	~~(2,222,253~~	)		(3,768,122)		(4,106,328)
Provision for income tax expense		—	—			—	—			—		—
Net loss	$	$(473,305)	~~(3,294,817~~	)	$	$(1,905,368)	~~(2,222,253~~	)	$	(3,768,122)	$	(4,106,328)
Net loss attributed to non-controlling interest		55,946	~~61,136~~			80,871	~~53,596~~			117,082		120,799
Net loss attributed to Clean Vision Corporation		(417,359)	~~(3,233,681~~	)		(1,824,497)	~~(2,168,657~~	)		(3,651,040)		(3,985,529)
Other comprehensive income (loss):
Foreign currency translation adjustment		106,276	~~(21,893~~	)		(226)	~~(2,168~~	)		84,383		(2,394)
Comprehensive loss	$	$(311,083)	~~(3,255,574~~	)	$	$(1,824,723)	~~(2,170,825~~	)	$	(3,566,657)	$	(3,987,923)
Loss per share - basic and diluted	$	$(0.00	~~(0.00~~)	)	$	$(0.00	~~(0.00~~)	)		(0.00)		(0.01)
Weighted average shares outstanding - basic and diluted		1,007,011,217	~~898,023,178~~			70,125,952	~~690,746,468~~		952,818,269		695,912,664

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

F-3

CLEAN VISION CORPORATION

~~CONSOLIDATED~~CONDENSED ~~STATEMENTS~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the Three ~~Months~~and Six Months Ended ~~March~~June 3130, 2025 and 2024

(Unaudited)

		Series C Preferred Stock				Common Stock				Additional paid		~~Common~~ Stock To be			Accumulated Other Comprehensive			Minority			Accumulated			Total Stockholders'
		Shares		Amount		Shares		Amount		In Capital		Issued			Loss			Interest			Deficit			Deficit
Balance, December 31, 2024	—		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 – 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	)		—			—			—			218,821
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 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	)

	Series C Preferred Stock				Common Stock				Additional paid			Common Stock To be		Accumulated Other Comprehensive			Minority			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		In Capital			Issued		Loss			Interest			Deficit			Deficit
Balance, December 31, 2023		2,000,000	$	2,000		682,463,425	$	682,464	$	28,238,505		$	217,775	$	2,171		$	1,452,916		$	(34,831,900	)	$	(4,236,069	)
Stock issued for services		—		—		455,840		456		15,544			261,772		—			—			—			277,772
Stock issued for debt commitments		—		—		5,600,000		5,600		196,560			—		—			—			—			202,160
Stock issued for cash		—		—		5,000,000		5,000		95,000			—		—			—			—			100,000
Stock issued for warrant exercise		—		—		2,181,818		2,182		(2,182	)		—		—			—			—			—
Debt issuance cost – warrants issued		—		—		—		—		575,690			—		—			—			—			575,690
Net loss		—		—		—		—		—			—		(2,168	)		(53,596	)		(2,168,657	)		(2,202,490	)
Balance, March 31, 2024		2,000,000	$	2,000		695,701,083	$	695,702	$	29,119,117		$	479,547	$	3		$	1,399,320		$	(37,000,557	)	$	(5,304,868	)

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

F-4


	Series A Preferred Stock				Series C Preferred Stock				Common Stock				Additional paid			Common Stock To be			Accumulated Other Comprehensive			Minority			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		In Capital			Issued			Loss			Interest			Deficit			Deficit
Balance, December 31, 2023		—	$	—		2,000,000	$	2,000		682,463,425	$	682,464	$	28,238,505		$	217,775		$	2,171		$	1,452,916		$	(34,831,900	)	$	(4,236,069	)
Stock issued for services		—		—		—		—		455,840		456		15,544			261,772			—			—			—			277,772
Stock issued for debt commitments		—		—		—		—		5,600,000		5,600		196,560			—			—			—			—			202,160
Stock issued for cash		—		—		—		—		5,000,000		5,000		95,000			—			—			—			—			100,000
Stock issued for warrant exercise		—		—		—		—		2,181,818		2,182		(2,182	)		—			—			—			—			—
Debt issuance cost – warrants issued		—		—		—		—		—		—		575,690			—			—			—			—			575,690
Net loss		—		—		—		—		—		—		—			—			(2,168	)		(39,928	)		(2,161,032	)		(2,203,128	)
Balance, March 31, 2024		—		—		2,000,000		2,000		695,701,083		695,702		29,119,117			479,547			3			1,412,988			(36,992,932	)		(5,283,575	)
Stock issued for services		—		—		—		—		10,000,000		10,000		206,000			—			—			—			—			216,000
Stock issued for debt commitments		—		—		—		—		435,012		435		19,340			(11,775	)		—			—			—			8,000
Stock issued for conversion of debt		—		—		—		—		9,520,088		9,520		109,286			—			—			—			—			118,806
Cancellation of mezzanine equity		—		—		—		—		—		—		1,800,000			—			—			—			—			1,800,000
Net loss		—		—		—		—		—		—		—			—			(226	)		(80,871	)		(1,824,497	)		(1,905,594	)
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	)

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

F-5

CLEAN VISION CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended March 31,
	For the Six Months Ended June 30,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(3,~~294~~768,~~817~~122	)	$	(24,~~222~~106,~~253~~328	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock issued for services		~~103~~469,000			~~277~~285,772
Debt discount amortization		~~254~~381,~~718~~203			12,~~322~~108,~~527~~012
Loss on issuance of debt		—			~~252~~357,~~376~~140
Change in fair value of derivative		1(446,~~732,057~~598	)		(~~625~~711,~~857~~490	)
Loss on conversion of debt		1296,~~054~~962			—
Gain on extinguishment of debt		—(280,875	)		(~~196~~216,430	)
Gain on settlement liability		(145,967	)		—
Penalty expense on convertible debt		3955,~~357~~000			—
Operating lease expense		384,~~495~~489			—
Depreciation expense		4898,~~259~~273			5795,~~581~~447
Changes in operating assets and liabilities:
Prepaids and other assets		(2,~~202~~154,~~165~~868	)		(~~279~~83,~~041~~992	)
Accounts receivable		283,~~386~~541			862,~~010~~815
Accounts payable		~~220~~869,~~582~~505			~~131~~350,~~475~~430
Accruals		~~193~~659,~~932~~305			81159,~~498~~501
Related-party payables - short-term		78132,~~176~~669			~~156~~204,~~696~~398
Accrued interest – relate party		789
Accrued interest – relate d party		7,770			—
Accrued compensation		38,~~473~~506			46110,~~917~~517
Net cash used by operating activities		(23,~~889~~960,~~671~~207	)		(~~988~~1,~~729~~384,208	)
Cash Flows from Investing Activities:
Trading securities		(~~256~~613	)		—
Purchase of property and equipment		(~~283~~2,~~903~~638,448	)		(~~142~~147,~~195~~634	)
Net cash used by investing activities		(~~284~~2,~~159~~639,061	)		(~~142~~147,~~195~~634	)
Cash Flows from Financing Activities:
Cash overdraft		37105,~~111~~425			1331,~~865~~880
Proceeds from convertible notes payable		—517,000			1,~~176~~358,500
Payments-convertible notes payable		—			(314,285	)
Payments - convertible notes payable		—			(314,285	)
Proceeds from the sale of common stock		—			100,000
Proceeds from sale of Clean Seas West Virginia stock		150,002			—
Proceeds from notes payable - related party		350,000			—
Proceeds from notes payable		61,001			83,318
Repayments, notes payable - related party		(35,000	)		—
Proceeds from commercial loan		3,250,000			—
Proceeds from notes payable		789,844			82,674
Net cash provided by financing activities		3,698,112			1,059,398
Proceeds from commercial loan		6,823,900			—
Net change in cash		524,282			(71,526	)
Net cash provided by financing activities		8,701,171			1,258,769
Effects of currency translation		(21,893	)		(2,168	)
Net change in cash		2,101,903			(273,073	)
Effects of currency translation		110,175			(2,394	)
Cash at beginning of period		1,302,432			339,921
Cash at end of period	$	13,~~804~~514,~~821~~510			~~266~~64,~~227~~454
Supplemental schedule of cash flow information:
Interest paid	$	—320,803		$	—
Income taxes	$	—		$	—
Supplemental non-cash disclosure:
Common stock issued for conversion of debt	$	~~244~~478,~~055~~648		$	—118,806
Warrants issued with notes payable	$	—		$	575,690
Cancellation of Series B preferred stock	$	—		$	1,800,000
Common stock issued for debt commitments	$	286,537		$	418,160
Preferred stock issued for debt commitments	$	32,074		$	—

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

F-56

CLEAN VISION CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 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~~ 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, ~~2023our branded~~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~~ 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 ~~2025~~2026 at 100 TPD and scale up to a maximum of 500 TPD at full capacity. Additionally, we are exploring plans for this facility to be powered by renewable energy, which, if successful, would become the first completely off grid pyrolysis conversion facility in the world.

Clean-Seas West Virginia, Inc. (“Clean-Seas West Virginia”), formed on April 1, 2023, is our first PCN facility slated for the United States and is currently expected to be operational in ~~the~~Q4 ~~third quarter of~~ 2025. This facility is located in the city of Belle, outside of Charleston, the capital of West Virginia, and is expected to begin operations converting 50 TPD of plastic feedstock. The Company expects to expand to greater than 500 TPD within three years of beginning operations. Clean-Seas has engaged MacVallee, LLC (“MacVallee”) to secure mixed plastic feedstock from material recovery facilities and industrial suppliers.

Clean Seas Partners UK Limited (“Clean Seas UK”) was formed on July 17, 2023. Clean Seas UK is involved with business development and has limited activity as of June 30, 2025.

F-7

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the ~~three~~six month period ending ~~March~~June 3130, 2025 and not necessarily indicative of the results to be expected for the full year ending December 31, 2025. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of ~~March~~June 3130, 2025, the Company had cash in excess of the FDIC’s $250,000 coverage limit of $13,~~455~~264,~~634~~510, in total for several accounts at one bank, in excess of the FDIC’s coverage limit.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended ~~March~~June 3130, 2025 and December 31, 2024.

Restricted Cash

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company has $~~629~~692,~~177~~662 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.

Principles of Consolidation

The accompanying unaudited consolidated financial statements for the period ended ~~March~~June 3130, 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 ~~March~~June 3130, 2025, there was no activity in Clean-Seas Group, Endless Energy or Clean-Seas Arizona. All intercompany transactions are eliminated in consolidation.

F-68

Translation Adjustment

The accounts of the Company’s subsidiary, Clean-Seas India, are maintained in Rupees and the accounts of Clean-Seas Morocco in Moroccan dirham. In accordance with ASC 830-30 – Foreign Currency Matters, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.

Comprehensive Income

The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net loss and all changes to the consolidated statements of stockholders’ equity, except changes in paid-in capital and distributions to shareholders. Comprehensive loss is inclusive of net loss and foreign currency translation adjustments.

Basic and 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 ~~March~~June 3130, 2025 and 2024, the Company’s diluted loss per share is the same as the basic loss per share, as the ~~inclusion~~ inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

Schedule of basic and diluted earnings per share
	March 31, 2025				March 31, 2024
		Three Months Ended June 30, 2025				Three Months Ended June 30, 2024			Six Months Ended June 30, 2025			Six Months Ended June 30, 2024
Common shares		898,023,178				690,746,468
Weighted Average Common shares			1,007,011,217				70,125,952			952,818,269			695,912,664
Net loss	$	(3,233,681)			$	(2,168,657	)
Net loss attributed to Clean Vision Corporation		$	(417,359	)		$	(1,824,497	)	$	(3,651,040	)	$	(3,985,529	)
Basic and diluted loss per share	$	~~(0.00~~$	)(0.00	)	$	~~(0.00~~$	)(0.00	)	$	(0.00	)	$	(0.01	)
Shares from convertible debt		457,020,012				131,000,000
Weighted Average Common shares			1,007,011,217				70,125,952			952,818,269			695,912,664
Shares from warrants		271,722,830				296,128,059
Shares from convertible debt			394,610,182				394,610,182			2,203,313,000			2,203,313,000
Series B preferred stock		—				—
Shares from warrants			271,722,830				271,722,830			271,722,830			271,722,830
Series C preferred stock		20,000,000				20,000,000
Series B preferred stock			—				—			—			—
Total Diluted Shares		1,646,766,020				1,400,801,022
Series C preferred stock			20,000,000				20,000,000			20,000,000			20,000,000
Series D preferred stock			2,000,000				—			2,000,000			—
Total Diluted Shares			1,696,344,229				1,387,583,964			3,449,854,099			3,190,948,494

Stock-Based Compensation

The Company accounts for stock-based compensation using the provisions of ASC Topic 718, Stock Compensation, which requires the recognition of the fair value of stock-based compensation. Stock-based compensation is estimated at the grant date based on the fair value of the awards. The Company accounts for forfeitures of grants as they occur. Compensation cost for awards is recognized using the straight-line method over the vesting period. Stock-based compensation is included in officer compensation, general and administrative and consulting expense, as applicable, in the consolidated statements of operations and comprehensive loss.

Goodwill

The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

F-9

In accordance with ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, the Company will test for indefinite-lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.

Derivative Financial Instruments

The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification(“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable represents the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:

~~March~~June 3130, 2025

Schedule of liabilities measured fair value on recurring basis

Description

Level 1

Level 2

Level 3

Derivative

—

31,~~741~~563,~~967~~312

Total

—

31,~~741~~563,~~967~~312

F-7

December 31, 2024

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

F-10

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition under ASC 606 through the following steps:

● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied.

● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

Our business model is focused on generating revenue from the following sources:

(i) Service revenue from the recycling services we provide. We plan to establish plastic feedstock agreements with a number of feedstock suppliers for the delivery of plastic to our facilities. Much of this plastic is currently a cost center for such feedstock suppliers, who pay "tipping fees" to landfills or incinerators. We will accept this plastic feedstock at reduced price or for no tipping fees. In some cases, feedstock suppliers will also share in revenue on products produced from their feedstock. This revenue will be realized and recognized upon receipt of feedstock at one of our facilities.

(ii) Revenue generated from the sale of commodities. We will produce commodities including, but not limited to, pyrolysis oil, fuel oil, lubricants, synthetic gas, hydrogen, and carbon char. We are in negotiation with chemical and oil companies for purchasing, or off-taking, fuels and oils we produce, and exploring applications for carbon char. This revenue will be recognized upon shipment of products from one of our facilities and in some cases off-takers may pre-pay for a contractual obligation to buy our commodities.

(iii) Revenue generated from the sale of environmental credits. Our products are eligible for numerous environmental credits, including but not limited to carbon credits, plastic credits, and biodiversity credits. These credits may be monetized directly on the relevant markets or may be realized as value-add to off-takers, who will pay a premium for eligible products. Revenue from these credits will be recognized upon sale of applicable environmental credits on recognized markets, and/or upon sale of commodities to off-takers when that off-take includes an environmental credit premium.

(iv) Revenue generated from royalties and/or the sale of equipment. We expect to develop or acquire intellectual property which could generate revenue through royalties and/or sales of manufactured equipment. Revenue may be recognized upon the terms of a contracted sale agreement.

For the six months ~~F-8~~ended June 30, 2025, our operations in Morocco had generated approximately $63,000 in revenue from the sale of commodities (the provision of pyrolysis services and its sale of byproducts). As of June 30, 2025, we did not generate revenue from any other sources.

For the ~~period~~six ~~ended~~months ~~March~~ended 31June 30, ~~2025~~2024, our operations in Morocco had generated approximately $1072,~~500~~000 in revenue. ~~from~~During the ~~sale~~period, 93% of ~~commodities (the provision~~revenue ofwas ~~pyrolysis~~from ~~services~~one ~~and its sale of byproducts)~~party. As of ~~March~~June 3130, ~~2025~~2024, we did not generate revenue from any other sources.

~~For the period ended March 31, 2024, our operations in Morocco had generated approximately $50,000~~ ~~in revenue. During the period, 93% of revenue was from one party. As of March 31, 2024, we did not generate revenue from any other sources.~~F-11

Trade Accounts Receivable

Trade accounts receivable are amounts due from customers under normal trade terms. After assessing the creditworthiness of our customers and considering our historical experience, anticipated future operations, and prevailing economic conditions, we have determined that the application of the current expected credit loss (CECL) methodology would be immaterial to our financial statements. Consequently, no allowance for credit losses has been recorded as of ~~the~~June ~~year-end~~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 ~~March~~June 3130, 2025, approximately 5143.3%, ~~of accounts receivable is due from one customer~~25. As9% ofand ~~December 31, 2024, approximately 51~~18.87% of accounts receivable is are due from ~~one~~three ~~customer~~customers, respectively . As of December 31, ~~2023~~2024, approximately 77 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.

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.

F-9

Operating Segments

~~Operating~~In ~~segments~~accordance with ASC 280, management has determined ~~are~~that ~~defined~~the asCompany ~~components~~operates ofas ana ~~entity~~single ~~for~~operating ~~which~~segment. ~~discrete~~Discrete financial information is ~~available~~only ~~that~~evaluated isat ~~regularly~~the ~~reviewed~~consolidated bylevel, and the Chief Operating Decision Maker (“CODM”), orreviews ~~decision~~and ~~maker~~assesses ~~group,~~financial inperformance ~~deciding~~on ~~how~~a toconsolidated ~~allocate~~basis. ~~resources~~No ~~to an individual segment~~discrete ~~and~~financial ininformation ~~assessing performance. Our chief operating decision–making group~~ is ~~composed~~prepared ofor ~~the~~evaluated ~~Chief~~at ~~Executive~~a ~~Officer.~~subsidiary ~~The~~or ~~Company has~~component ~~one~~level ~~operating~~for ~~segment~~purposes ~~generating revenue as~~ of ~~March~~allocating ~~31,~~resources ~~2025~~or ~~and~~assessing ~~2024~~performance.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the annual financial statements for the year ended December 31, 2024, and for interim periods beginning in 2025. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.

The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-12

NOTE 3 — GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a source of revenue sufficient to cover its operating costs, had an accumulated deficit of $52,~~068~~486,~~776~~ 135 at ~~March~~June 3130, 2025, and had a net loss of $3,~~294~~768,~~817~~ 122 for the ~~three~~ six months ended ~~March~~June 3130, 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-10

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.

F-13

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

Schedule of property and equipment stated at cost
	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
Pyrolysis unit	$	151,672		$	151,672
Equipment		~~608~~2,~~077~~961,615			596,631
Buildings and fixtures		~~552~~555,~~254~~713			496,382
Land		3,~~887~~917,~~100~~477			3,865,315
Office furniture		1,~~624~~818			1,484
Leasehold improvements		~~232~~255,~~601~~460			—
Less: accumulated depreciation		(~~403~~508,~~038~~934	)		(316,838	)
Property and equipment, net	$	57,~~030~~334,~~290~~821		$	4,794,646

Depreciation expense

For the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, depreciation expense was $4898,~~259~~273 and $5795,~~581~~447, 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 ~~March~~June 3130, 2025, the balance due is $3321,~~011~~160.

West Virginia State Incentive Package

On June 12, 2023, Clean-Seas announced that it secured $12 million in state incentives, which includes $1.75 million in cash to establish a PCN facility outside of Charleston, West Virginia. Clean-Seas West Virginia, has an existing feedstock supply agreement for 100 TPD of post-industrial plastic waste and is planned to be a PCN hub servicing the Mid-Atlantic states. The project will commence in phases, Phase 1 being 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 ~~March~~June 3130, 2025 and December 31, 2024, the balance of the loan is $1,750,000 and $1,750,000, respectively.

NOTE 6 — CONVERTIBLE NOTES PAYABLE

Walleye Opportunities Master Fund Ltd

February 2023 Convertible Notes - Walleye Opportunities Master Fund Ltd

On February 21, 2023, the Company entered into a securities purchase agreement (the “February Purchase Agreement”) with Walleye Opportunities Master Fund Ltd (“Walleye”). Pursuant to the February Purchase Agreement, the Company issued senior convertible notes in the aggregate principal amount of $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 .

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%.

F-14

April 2023 Convertible Note - Walleye Opportunities Master Fund Ltd

Pursuant to the February Purchase Agreement, on April 10, 2023, Walleye purchased a senior convertible promissory note (the “April Note”) in the original principal amount of $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%.

May 2023 Convertible Note - Walleye Opportunities Master Fund Ltd

On May 26, 2023, the Company entered into that certain Securities Purchase Agreement (the “May Purchase Agreement”) with Walleye, pursuant to which Walleye purchased a senior convertible promissory note in the aggregate original principal amount of $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.

March 2024 Financing Walleye Opportunities Master Fund Ltd.

On March 25, 2024 (the “Issue Date”), the Company and Walleye entered into a Securities Purchase Agreement (the “March Purchase Agreement”), whereby: (i) the Company issued to Walleye (i) a convertible note in the aggregate principal amount of $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.

March 2024 Note

At any time on or after the Issue Date, the March Investor shall be entitled to convert any portion of the outstanding Conversion Amount (as defined in the March 2024 Note) into validly issued, fully paid and non-assessable shares of Common Stock at a conversion price equal to $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%.

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.

F-15

Coventry Enterprises, LLC

June 2024 Note - Coventry Enterprises, LLC

On June 14, 2024, the Company issued a convertible promissory note to Coventry Enterprises, LLC in the aggregate principal amount of $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 a at 90% of lowest trade for 20 prior days to conversion. Coventry received 5,000,000 restricted shares of Common ~~Stock~~ Stock as Commitment Shares. As of ~~March~~June 3130, 2025, this note has been converted in full for a $0 balance at ~~March~~June 3130, 2025.

May 2025 Note - Coventry Enterprises, LLC

On May 27, 2025, the Company issued a convertible promissory note to Coventry Enterprises, LLC in the aggregate principal amount of $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.

GS Capital Partners

October 2023 Note - GS Capital Partners

On October 26, 2023, the Company entered into a Securities Purchase Agreement (the “October Purchase Agreement”) with GS Capital Partners (the “GS Capital”) related to the Company’s sale of two 12% convertible notes in the aggregate principal amount of $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 June 30, 2025, this note has been converted in full for a $0 balance at June 30, 2025.

October 2024 Note - GS Capital Partners

On October 2, 2024, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $82,500 (which includes $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.

May 2025 Note - GS Capital Partners

On May 13, 2025, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $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.

ClearThink Capital Partners

February 2024 Note

On February 12, 2024, the Company entered into a Securities Purchase Agreement with ClearThink Capital LLC (“ClearThink”). The ClearThink Note contains a principal amount of $220,000 with guaranteed interest at a rate of 12%. All Principal and Interest, along with any and all other amounts, shall be due and owing on November 12, 2024 (the “Maturity Date”), with a lump-sum interest payment equal to $26,400. Unless the Investor elects to convert the Note into shares of Common Stock, Principal payments shall be made in four installments, each in the amount of $50,000 commencing on the one hundred eightieth (180th) day anniversary following the SPA Closing Date and continuing thereafter each thirty (30) days for four (4) months thereafter. The ClearThink Note may be prepaid in whole or in part as set forth therein and any amount of Principal or Interest on the ClearThink Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty four percent (24%) per annum (which shall be guaranteed and applied to the balance due under the ClearThink Note upon an Event of Default (as defined in the ClearThink Note)) and (ii) the maximum amount permitted under law from the due date thereof until the same is paid.

May 2024 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. ~~During~~As ~~the~~of ~~three~~June ~~months ended March 31~~30, 2025, ~~ClearThink~~this ~~converted $45,000 or principal into 4,500,000 shares of common stock. This~~ note ishas ~~currently~~been converted in ~~default~~full ~~and~~for ~~has incurred~~ a $~~39,357~~0 ~~penalty~~balance ~~that has~~at ~~been~~June ~~added to the principal. In addition~~30, ~~the interest rate has increased to 24%~~2025.

F-16

October 2024 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 June 30, 2025, this note has been converted in full for a $0 balance at June 30, 2025.

May 2025 Note

On May 13, 2025, pursuant to that certain Securities Purchase Agreement between the Company and ClearThink, the Company issued a convertible promissory note to ClearThink in the aggregate principal amount of $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.

Trillium Partners LP

February 2024 Note Trillium Financing

On February 15, 2024, the Company entered into a Securities Purchase Agreement (the “Trillium Agreement”) with Trillium Partners L.P. (“Trillium”), whereby the Company issued and sold to Trillium (i) a promissory note (the “Trillium Note”) in the aggregate principal amount of $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. Refer to Note 1214 for a discussion of the current litigation with Trillium.

F-11

The Company accounted for the above Convertible Notes according to ASC 815. For the derivative financial instruments that are accounted for as liabilities, the derivative liability was initially recorded at its fair value and is being re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

For the warrants that were issued with each tranche of funding, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the warrants at inception and then calculates the relative fair value for each loan.

Commitment shares are valued at the closing stock price on the effective date of the promissory note. The value of the shares is accounted for as debt discount.

F-17

The Company deducts the total value of all discounts (OID, value of warrants, discount for derivative) from the calculated derivative liability with any difference accounted for as a loss on debt issuance.

The following table summarizes the convertible notes outstanding as of ~~March~~June 3130, 2025:

Schedule of convertible notes outstanding
Note Holder	Date	Maturity Date	Interest		Default Interest	Balance December 31, 2024			Additions		Repayments / Conversions			Balance ~~March~~June 3130, 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)			~~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		~~39,357~~—		(45110,000)	~~(1)~~		~~104,357~~—
Coventry Enterprises, LLC	6/14/2024	5/15/2025		10%	15%			90,000		—		(90,000)	~~(2)~~		—
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)			~~82,500~~—
Total							$	6,249,800	$	39,357	$	(135,000)		$	6,154,157
ClearThink Capital Partners	5/13/2025	2/13/2025		12%	24%			—		137,500		—			137,500
Less debt discount							$	(205,675)							(13,432)
GS Capital Partners	5/13/2025	2/13/2025		12%	24%			—		137,500		—			137,500
Convertible notes payable, net							$	6,044,125						$	6,140,725
Coventry Enterprises, LLC	5/27/2025	5/27/2025		10%	22%			—		300,000		—			300,000
Total							$	6,249,800	$	575,000	$	(307,500)		$	6,517,300
Less debt discount							$	(205,675)							(253,561)
Convertible notes payable, net							$	6,044,125						$	6,263,739

(1)	$110,000 is the original principal of note, $39,357 was added to principal for default penalty. $45,000 converted to common stock
(2)	$90,000 converted to common stock

Total interest accrued on the above convertible notes was $1,313,827 and $801,979 as of June 30, 2025 and December 31, 2024, respectively.

F-12

Total interest accrued on the above convertible notes was $1,041,027 and $801,979 as of March 31, 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	)
Decrease to derivative due to mark to market		1(446,~~732,057~~598	)
Balance at March 31, 2025	$	3,741,967
Balance at June 30, 2025	$	1,563,312

F-18

NOTE 7 — COMMERCIAL LOAN

On November 13, 2024 (the “Closing Date”), Company’s wholly-owned subsidiary, Clean-Seas West Virginia, Inc. (the “Clean-Seas WV”), closed on the transactions set forth in that certain Credit Agreement (the “Credit Agreement”) between Clean-Seas West Virginia and The Huntington National Bank, a national banking association (the “Lender”). Pursuant to the Credit Agreement, the Lender agreed to make a term loan (the “Term Loan”) to Clean-Seas West Virginia in the amount of $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 $811,~~250~~823,~~000~~900 as of ~~March~~June 3130, 2025, is presented on the balance sheet net of debt discount of $~~197~~135,~~836,~~361.

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 — ~~RELATED~~REVENUE ~~PARTY~~SHARE ~~TRANSACTIONS~~PURCHASE AGREEMENTS

During the six months ended June 30, 2025, the Company entered into Revenue Purchase Agreements with five separate accredited investors. Pursuant to the terms of the agreements the Company has agreed to sell a continuing interest in the revenue it generates. The total purchase price under the five agreements is $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.

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. As an added inducement for entering into the Revenue Purchase Agreements, the Company issued 200,000 shares of Series D Preferred stock as commitment shares. As of June 30, 2025, the Company was still finalizing updating its Articles of Incorporation to establish the Series D; therefore the 200,000 commitment shares are disclosed as preferred stock to be issued as of June 30, 2025.

F-19

NOTE 9 — RELATED PARTY TRANSACTIONS

Daniel Bates, CEO

On February 21, 2021, the Company amended the employment agreement with Daniel Bates, CEO. The amendment extended the term of his agreement from three years commencing May 27, 2020, to expire on May 27, 2025. As of June 30, 2025, a new agreement has not been finalized. Until such time Mr. Bates will continue to serve as CEO under the same terms.

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company owed Mr. Bates $~~249~~239,000 and $236,000, respectively, for accrued compensation.

F-13

Rachel Boulds, 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 ~~March~~June 3130, 2025 and December 31, 2024, the Company owed Ms. Boulds $0 and $0, respectively, for accrued compensation.

Daniel Harris, Chief Revenue Officer

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company owed Mr. Harris, $37,500 and $37,500 , respectively, for accrued compensation.

Michael Dorsey, Director

During the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, the Company paid Mr. Dorsey, $0 and $49,~~500~~000, respectively, for director fees. As of ~~March 31,~~June 30, 2025 and December 31, 2024, the Company owed Mr. Dorsey, $49,~~500~~000 and $0, respectively, for director fees.

Greg Boehmer, Director

During the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, the Company paid Mr. Boehmer, $0 and $49,~~500~~000, respectively, for director fees. As of ~~March~~June 3130, 2025 and December 31, 2024, the Company owed Mr. Boehmer, $49,~~500~~ 000 and $0, respectively, for director fees. In addition, the Company owes Mr. Boehmer $18,000 and $15,000, for consulting services as of ~~March~~June 3130, 2025 and December 31, 2024, respectively.

Bart Fisher, Director

During the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, the Company paid Mr. Fisher, $0 and $49,~~500~~000, respectively, for director fees and owes $49,~~500~~000 as of ~~March~~June 3130, 2025.

On December 20, 2023, the Company granted Mr. Fisher 4,000,000 shares of common stock for services. The shares

Green Invest 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 isdoes not ~~accruing~~accrue interest.

Management of Clean-Seas Morocco

On occasion, management of Clean-Seas Morocco provides funds to the company for general operations. As of ~~March~~June 3130, 2025 and December 31, 2024, $~~771~~867,~~671~~283 and $693,495 was due to management, respectively. There are no agreements, and no interest rates applied.

Note Payable

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 six month s ended June 30, 2025 the Company paid an additional $35,000 towards the balance due, for a balance due as of June 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 June 30, 2025 is $2,455.

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 June 30, 2025 is $5,315.

Related Party Revenue

For the six ~~three~~ months ended ~~March~~June 3130, 2025, our operations in Morocco generated all of the revenue from a party under control of the management of Clean-Seas Morocco.

F-1420

NOTE 910 — 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.

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.

~~NOTE~~During 10the —three months ~~PREFERRED~~ended June 30, 2025, the Company issued a total of 17,000,000 shares of common stock to various service providers. The shares ~~STOCK~~were valued at the closing stock price on the date of grant, for total non-cash expense of $366,000.

F-21

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 ).

NOTE 11 — 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.

Series A 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.

F-15

Series B 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.

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. See Note 13 – Commitments and Contingencies (Legal Proceedings) below. The shares of Series B Preferred Stock were cancelled and credited to additional paid in capital.

Series C Preferred Stock

On February 19, 2021, the Company amended its Articles of Incorporation whereby 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.

~~NOTE 11 — WARRANTS~~ F-22

~~A summary of the~~Series ~~Company’s~~D ~~outstanding~~Preferred ~~warrants as of March 31, 2025 is as follows.~~Stock

Schedule of warrants
	Number of Warrants		Weighted Average Exercise Price		Weighted Average 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		(6,818,182)	$	—		—
Exercised		—	$	—		—
Outstanding, March 31, 2025		271,722,830	$	0.022		2.32	$	—

Pursuant to the KBI Agreement (Note 8), and in connection with the Company’s obligation to deliver shares of Series D Preferred thereunder, on July 22, 2025, the Company filed with the Secretary of State of the State of Nevada, a Certificate of Designation of Series D Convertible Preferred Stock establishing the voting powers, designations, preferences, limitations, restrictions and relative rights of the Series D Convertible Preferred Shares (the “Series D COD”). The Series D COD authorizes 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.

NOTE 12 —– ~~COMMITMENTS~~CLEAN ~~AND~~SEAS ~~CONTINGENCIES~~WEST VIRGINIA EQUITY

~~Project~~Pursuant ~~Finance~~to the terms and provisions ~~Arrangement~~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”).

OnPursuant ~~November~~to 4,the ~~2022,~~terms and provisions ~~the~~of ~~Company~~that certain Purchase Agreement entered into aeffective ~~consulting~~as ~~agreement~~of ~~(the~~June ~~“Agreement”)~~17, ~~with~~2025 ~~Edge~~between ~~Management~~Clean-Seas WV and an accredited investor, ~~LLC~~Clean-Seas WV ~~(“Edge”)~~issued and sold 34,014 ashares ~~services firm~~of ~~based~~WV Common Stock to the investor in ~~New~~exchange ~~York~~for ~~City~~an aggregate purchase price of $50,000.58. ~~Under~~Pursuant to the Purchase Agreement, ~~Edge~~the investor will ~~assist~~also usbe toalso ~~develop~~issued 50,000 ~~structure~~shares of Parent Common Stock and ~~implement~~also ~~project~~became ~~finance~~a ~~strategies~~minority shareholder ~~(“Project~~of ~~Finance”)~~Clean-Seas ~~for~~WV ~~our~~pursuant ~~clean~~to ~~energy~~that ~~installations~~certain ~~around~~WV ~~the~~Shareholders ~~world~~Agreement.

~~F-16~~NOTE 13 — WARRANTS

~~Financing~~A ~~strategies will~~summary be in amounts and upon terms acceptable to us, and may include, without limitation, common and preferred equity financing, mezzanine and other junior debt financing, and/or senior debt financing, including but not limited to one or more bond offerings (“Project Financing(s)”). Under the Agreement, Edge is engaged as our exclusive representative for Project Financing matters. Edge is entitled to receive a cash payment for any Project Financing involving as follows: 5% of the ~~gross amount of the funding facilities (up to $500~~ ~~million) of all forms approved by the lender (“Lender”) introduced by Edge and or its affiliates and accepted by the~~ Company on’s ~~closing~~outstanding (“Closing”), 4% of the gross amount of the funding facilities (for the tranche of funding ranging from $500,000,001 to $1,000,000,000) approved by the Lender introduced by Edge and or its affiliates and accepted by the Company on Closing, and 3% of the subsequent gross amount ($1,000,000,001 and greater) of the funding facilities of all forms approved by the Lender introduced by Edge and/or its affiliates and accepted by the Company on Closing. In addition to the cash consulting fee, Edge shall be issued cashless, five-year warrants ~~equal~~as ~~to: 2% (at a strike price to be mutually determined by the Parties for the first tranche~~ of ~~funding,~~June ~~up to $500 million)~~30, 1%2025 (at a strike price to be mutually determined by the Parties for the tranche of funding ranging from $500,000,001 to $1,000,000,000), and 1% (at a strike price to be mutually determined by the Parties for any and all subsequent Debt Funding ($1,000,000,001 and greater)) of the outstanding common and preferred shares, warrants, options, and other forms of participation in the our Company on Closing.. The Agreement has an initial term of one (1) year and is ~~cancellable~~as ~~by either party on ninety (90) days written notice~~follows. ~~There is no guarantee that Edge will be successful in helping us obtain Project Financing.~~

Schedule of warrants
	Number of Warrants		Weighted Average Exercise Price		Weighted Average 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		(6,818,182)	$	—		—
Exercised		—	$	—		—
Outstanding, June 30, 2025		271,722,830	$	0.022		2.32	$	—

NOTE 14 — COMMITMENTS AND CONTINGENCIES

Legal Proceedings

~~Presently~~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 ~~March~~June 3130, 2025.

~~NOTE~~Borders Consulting ~~13 – OPERATING LEASES~~LLC

On July 21, 2025, Borders Consulting, LLC (“Borders Consulting”) filed a complaint against the Company seeking $200,000 in damages for an alleged business dispute. The litigation with Borders Consulting is currently ongoing.

F-23

NOTE 15 – 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.

F-17

Schedule of assets and operating lease liabilities
Asset	Balance Sheet Classification	~~December~~June 3130, ~~2024~~2025		December 31, 2024
Operating lease asset	Right of use assets	$	1,765,620
Operating lease assets	Right of use assets	$	1,768,498	$	45,467
Total lease asset		$	1,765,620
Total lease assets		$	1,768,498	$	45,467
Liability
Operating lease liability – current portion	Current operating lease liability	$	~~109~~z204,~~608~~391	$	11,814
Operating lease liability – noncurrent portion	Long-term operating lease liability		1,~~692~~545,~~207~~257		31,353
Total lease liability		$	1,~~801~~749,~~815~~648	$	43,167

~~Lease obligations at March 31, 2025 consisted of the following:~~ F-24

Schedule of lease obligations
For the year ended December 31:
2025	$	160,562
2026		220,749
2027		227,842
2028		223,531
2029		232,472
Thereafter		1,356,952
Total payments	$	2,422,108
Amount representing interest	$	(620,293)
Lease obligation, net		1,801,815
Less current portion		(109,608)
Lease obligations – long term	$	1,692,207

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

Lease expense for the three months ended March 31, 2025 for the auto and property lease, was $7,058 and $20,011, respectively.

Schedule of lease obligations
For the year ended December 31:
2025	$	107,040
2026		220,749
2027		227,842
2028		223,531
2029		232,472
Thereafter		1,356,952
Total payments	$	2,368,586
Amount representing interest	$	(618,938)
Lease obligation, net		1,749,648
Less current portion		(204,391)
Lease obligations – long term	$	1,545,257

~~NOTE~~Lease 14expense ~~- SEGMENT~~for ~~REPORTING~~the six months ended June 30, 2025 for the auto and property lease, was $11,481 and $80,041, respectively.

NOTE 16 - SEGMENT REPORTING

ASC Topic 280, “Segment Reporting” establishes the standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company is managed as one operating unit, rather than multiple reporting units, for internal reporting purposes and for internal decision-making and discloses its operating results in a single reportable segment. The Company’s chief operating decision maker (“CODM”), represented by the Company’s Chief Executive Officer, reviews financial information and assesses the operations of the Company in order to make strategic decisions such as allocation of resources and assessing operating performance.

NOTE 1517 — 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 ~~March~~June 3130, 2025 and December 31, 2024 , and consist of the following:

Schedule of discontinued operations
	March 31, 2025		December 31, 2024
	June 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

F-NOTE 18 — SUBSEQUENT EVENTS

NOTE 16 — 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.

~~Subsequent to~~On ~~March~~July 311, 2025, the Company issued 10a convertible promissory note to Labrys Fund,~~500~~ LP in the aggregate principal amount of $238,000 ~~shares~~ (which includes $25,500 of ~~common~~Original ~~stock~~Issue toDiscount). The note incurs a ~~service~~one ~~provider~~tie ~~for~~interest ~~services~~charge of 10% or $23,800 and matures on July 1, 2026.

~~Subsequent to~~On ~~March~~July 3117, 2025, the ~~ClearThink~~Company ~~converted~~issued a convertible promissory note to CFI Capital LLC in the aggregate principal amount of $65150,000 ~~and~~ (which includes $3215,~~595~~000 of ~~principal~~Original ~~and~~Issue Discount). The note bears interest, ~~respectively,~~at ~~into~~6% ~~9,759,500 shares~~and ofmatures ~~common~~on ~~stock~~July 17, 2026.

~~Subsequent to~~On ~~March 31~~July 22, 2025, GSthe ~~Capital~~Company ~~converted~~filed ~~$13,500 and~~its ~~$3,957~~ Amended Article of ~~principal~~Incorporation ~~and~~establishing ~~interest,~~the ~~respectively~~Series ~~into~~D 2preferred stock. It then issued the 200,~~268,536~~000 shares that were due to KBI as of ~~common~~June ~~stock~~30, 2025.

On ~~May 13~~July 30, 2025, ~~pursuant~~ toGS ~~that~~Capital ~~certain~~converted ~~Securities~~$41,250 ~~Purchase Agreement between the Company~~ and ~~ClearThink, the Company issued a convertible promissory note to ClearThink in the aggregate principal amount of~~ $~~137~~6,~~500 (included~~643 ~~OID~~ of ~~$12,500). The~~principal ~~Note~~and ~~bears~~ interest, ~~at 12%~~respectively, ~~with~~ ~~guaranteed~~into ~~interest of $16~~4,~~500~~789, ~~and~~294 ~~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.~~

~~During May~~The ~~2025, the~~ Company entered into ~~Revenue~~a ~~Purchase~~Settlement ~~Agreements~~Agreement and Release agreement with ~~five~~Trillium ~~separate~~Partners, ~~accredited~~LP, ~~investors.~~dated ~~Pursuant~~July to31, 2025. Per the terms of the ~~agreements~~agreement the Company ~~has~~establish ~~agreed to sell~~ a ~~continuing~~reserve ~~interest~~of in55,000,000 ~~the~~shares ~~revenue~~of itcommon ~~generates.~~stock ~~The total~~to ~~purchase~~be ~~price~~issued ~~under~~in ~~the~~eleven ~~five~~equal ~~agreements~~installments isof ~~$500~~5,000,000 shares ~~less~~of ~~$10,000~~common ineach ~~total for~~to ~~fees~~Trillium. AsThe anfirst ~~added~~5,000,000 ~~inducement~~shares ~~for~~of ~~entering~~common ~~into~~stock ~~the~~are ~~Revenue~~to ~~Purchase Agreements,~~be ~~the~~issued ~~Company~~on ~~issued~~August a6, ~~total~~2025 with each subsequent issuance of 25,~~500~~000,000 shares on the 6th day of ~~common~~each ~~stock~~month tothereafter. The settlement agreement releases the ~~investors~~Company from all amounts due to Trillium as ~~commitment~~of ~~shares~~June 30, 2025.

F-1925

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s expectations. Should one or more of these uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.

The following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Company Overview and Description of Business

Overview

Clean Vision is a new entrant in the clean energy and waste-to-value industries focused on clean technology and sustainability opportunities. By leveraging innovative technology, we aim to responsibly resolve environmental challenges by producing valuable products. Currently, we are focused on providing a solution to the plastic waste problem by converting the waste (feedstock) into saleable byproducts, such as precursors for new plastic products, hydrogen and other clean-burning fuels that can be used to generate clean energy. Using a technology known as pyrolysis, which heats the feedstock (i.e., plastic) at high temperatures in the absence of oxygen, so that the material does not burn, we are able to convert the feedstock into (i) clean fuels i.e. plastic pyrolysis oil, (ii) clean hydrogen (specifically, the Company’s branded clean hydrogen, AquaH^®, which trademark was issued by the USPTO on November 8, 2023 and published on November 28, 2023), and (iii) carbon char. We intend to generate revenue from the following sources: (i) service revenue from the recycling services we provide; (ii) revenue generated from the sale of commodities; (iii) revenue generated from the sale of environmental credits; and (iv) revenue generated from the sale of equipment. Our mission is to aid in solving the problem of cost-effectively upcycling the vast amount of plastic feedstock generated on land before it flows into the world’s oceans.

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

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

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

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

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

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

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

Available Information

All reports of the Company filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

Our principal executive offices are located at 2711 N. Sepulveda Blvd., Suite #1051, Manhattan Beach, CA 90266. Our telephone number is (424) 835-1845.

Our common stock is quoted on the OTCQB maintained by OTC Markets, Inc. under the symbol “CLNV”.

2127

Results of Operations

Three Months Ended ~~March~~June 3130, 2025 Compared to the Three Months Ended ~~March~~June 3130, 2024

Revenue

For the three months ended ~~March~~June 3130, 2025 and 2024, the Company recognized revenue of $1052,~~525~~ 612 and $4923,~~692~~455, respectively from our subsidiary Clean-Seas Morocco, a ~~decrease~~an increase of $3929,~~167~~157 or 78124.83%. 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~~ which applies pressure and heat, in the absence of oxygen (no incineration), converting the plastic back to its petroleum form. The revenue was generated from selling the output product, "pyrolysis oil," to a local oil and gas wholesaler in Morocco, called the "off-taker". We receive the plastic feedstock in Agadir at $0 cost, but variable expenses include labor, land lease, and overhead such as insurance.

Consulting Expense

For the three months ended ~~March~~June 3130, 2025 and 2024, we had consulting expenses of $~~243~~629,~~097~~306 and $~~384~~222,~~732~~713, respectively, aan ~~decrease~~increase of $~~141~~406,~~635~~593 or ~~36.8~~182,6%. ~~The~~In ~~decrease~~the iscurrent ~~primarily~~period ~~due~~we have hired more consultants related to ~~fewer~~the ~~shares~~work being done with Clean Seas West Virginia. We also issued shares of common stock ~~issued~~ for ~~services~~total innon-cash ~~the~~consulting ~~current~~expenses ~~period~~of $366,000.

Advertising and Promotion Expense

For the three months ended ~~March~~June 3130, 2025 and 2024, we had advertising and promotion expenses of $6851,~~195~~ 558 and $30,~~672~~044, respectively, an increase of $3721,~~523~~514 or ~~122~~71.36%. The Company has been actively increasing its marketing activities in 2025.

Development Expense

For the three months ended ~~March~~June 3130, 2025 and 2024 we had development expenses of $230,~~420~~443 and $2820,~~515~~858, respectively, aan ~~decrease~~increase of $269,~~095~~585 or ~~91.5~~46%. ~~Development expenses have decreased related to the PCN facility in West Virginia as activity is now focused on preparing the facility for production.~~

Professional Fees

For the three months ended ~~March~~June 3130, 2025 and 2024, we had professional fees of $87251,~~791~~755 and ($~~271~~79,~~091~~255), respectively, aan ~~decrease~~increase of $~~183~~331,~~300~~010 or 67417.67%. The ~~decrease~~ isnegative ~~mainly~~amount in the prior period is due to athe ~~decrease~~adjustments inmade ~~legal~~to ~~fees~~our ~~associated~~restated ~~with~~financial statements for the ~~ending~~year ofended ~~some~~December of31, 2023. In the ~~Company’s~~current ~~prior~~period ~~litigation~~we incurred approximately $64,500 of audit fee and $169,000 in legal fees.

Payroll Expense

For the three months ended ~~March~~June 3130, 2025 and 2024, we had payroll expenses of $~~406~~337,~~742~~213 and $~~301~~328,~~546~~892, respectively, an increase of $~~105~~8,~~196~~321 or 342.95%. ~~The~~Our ~~increase~~payroll ishas ~~due~~stayed toconsistent ~~additional~~as ~~employees~~we inhave ~~the~~not ~~current~~hired ~~period~~any ~~compared~~new ~~to the prior period~~employees.

Director Fees

For the three months ended ~~March~~June 3130, 2025 and 2024, we had director fees of $13,500 and $1327,~~500~~992, a decrease of $14,492 or 51.8%.

General and Administrative Expenses

For the three months ended ~~March~~June 3130, 2025 and 2024, we had G&A expenses of $~~212~~663,~~721~~981 and $~~338~~333,~~955~~924, respectively, aan ~~decrease~~increase of $~~126~~330,~~234~~057 or 3798.28%. InSome of our larger expenses and reasons for the increase in G&A expense in the current period weis ~~have~~$334,123 ~~had~~used toby ~~decrease~~Clean ~~spending~~Seas ~~while~~UK, ~~the~~$60,000 of ~~Company~~rent ~~pursues~~expense ~~financing~~for ~~opportunities~~West Virginia, supplies and maintenance expense for West Virgina of $40,725. There was also an increase of G&A expense for Clean Seas Morocco.

Other Income and Expense

For the three months ended ~~March~~June 3130, 2025 and 2024, we had total other ~~expense~~income of $21,~~268~~459,~~932~~986 compared to other expense of $~~905~~1,~~919~~031,555, respectively. In the current period we recognized $~~632~~703,~~397~~145 of interest expense, of which $~~317~~118,~~193~~009 was amortization of debt discount, a ~~loss~~gain in the change in fair value of derivative of $12,~~732~~178,~~057~~655, a loss on the conversion of debt of $1284,~~054~~908 and penalty expense for default on a convertible note of $3915,~~357~~643. We had gains of $~~145~~84,~~967~~908 for the extinguishment of debt and $~~966~~119 of other income. For the three months ended ~~March~~June 3130, 2024, we recognized $1883,~~475,355~~764 of interest expense, of which $1785,~~322,528~~ 478 was amortization of debt discount, a loss onof ~~debt~~$281,450 ~~issuance~~for the issuance of ~~$252~~convertible debt,~~376,~~ a gain in the change in fair value of derivative of $~~625~~113,~~857~~184, a gain on the extinguishment of debt of $~~196~~20,~~430~~000 and other ~~expense~~income of $475.

Net Loss

Net loss for the three months ended ~~March~~June 3130, 2025 was $3381,~~233,681~~622 (after deducting $6191,~~136~~683 for the non-controlling interest). Net loss for the three months ended ~~March~~June 3130, 2024, was $21,~~168~~824,~~657~~497 (after deducting $5380,~~596~~871 for the non-controlling interest). Although we had an increase in our loss from operations of $1,059,478, that loss was offset by the gain in the change in fair value of derivative, which resulted in the lower net loss for the period.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Revenue

For the six months ended June 30, 2025 and 2024, the Company recognized revenue of $63,137 and $73,147, respectively from our subsidiary Clean-Seas Morocco, a decrease of $10,010 or 13.7%. Revenue from operations is generated from the processing of plastic waste material ("feedstock") at our plant in Agadir, Morocco. The plastic feedstock is put through a pyrolysis system which applies pressure and heat, in the absence of oxygen (no incineration), converting the plastic back to its petroleum form. The revenue was generated from selling the output product, "pyrolysis oil," to a local oil and gas wholesaler in Morocco, called the "off-taker". We receive the plastic feedstock in Agadir at $0 cost, but variable expenses include labor, land lease, and overhead such as insurance.

Consulting Expense

For the six months ended June 30, 2025 and 2024, we had consulting expenses of $872,403 and $606,945, respectively, an increase of $265,458 or 43.7%. In the current period we have hired more consultants related to the work being done with Clean Seas West Virginia. We also issued shares of common stock for total non-cash consulting expenses of $469,000.

Advertising and Promotion Expense

For the six months ended June 30, 2025 and 2024, we had advertising and promotion expenses of $119,753 and $60,716, respectively, an increase of $59,037 or 97.2%. The Company has been actively increasing its marketing activities in 2025.

Development Expense

For the six months ended June 30, 2025 and 2024 we had development expenses of $32,863 and $49,373, respectively, a decrease of $16,510 or 33.4%. Development expenses are related to the PCN facility in West Virginia as activity is now focused on preparing the facility for production.

Professional Fees

For the six months ended June 30, 2025 and 2024, we had professional fees of $339,546 and $322,650, respectively, an increase of $16,896 or 5.2%. In the current period we incurred approximately $86,000 of audit fee and $239,000 in legal fees, which increased over the prior period.

Payroll Expense

For the six months ended June 30, 2025 and 2024, we had payroll expenses of $743,955 and $630,438, respectively, an increase of $113,517 or 18%. In the prior period we hired a new employee in April 2024 so only incurred that expense for two and a half months as opposed to the full six months in 2025. Clean Seas Morocco also has a $20,500 payroll increase in the current period.

Director Fees

For the six months ended June 30, 2025 and 2024, we had director fees of $27,000 and $41,992, a decrease of $14,992 or 35.7%.

General and Administrative Expenses

For the six months ended June 30, 2025 and 2024, we had G&A expenses of $876,702 and $662,464, respectively, an increase of $214,238 or 32.3%. Some of our larger expenses and reasons for the increase in G&A expense in the current period is approximately $347,000 used by Clean Seas UK (a $286,000 increase over the prior period), $80,000 of rent expense for West Virginia (which we did not have in the prior period), supplies and maintenance expense for West Virgina of $50,300 ($48,000 increase over the prior period). There was also an increase of G&A expense for Clean Seas Morocco.

Other Income and Expense

For the six months ended June 30, 2025 and 2024, we had total other expense of $808,946 compared to total other expense of $1,795,782 , respectively. In the current period we recognized $1,335,542 of interest expense, of which $381,203 was amortization of debt discount, a gain in the change in fair value of derivative of $446,598, a loss on the conversion of debt of $96,962 and penalty expense for default on a convertible note of $55,000. We also had gains of $230,875 for the extinguishment of debt and $1,085 of other income. For the three months ended June 30, 2024, we recognized $2,366,562 of interest expense, of which $2,108,012 was amortization of debt discount, a loss of $357,140 for the issuance of convertible debt, a gain in the change in fair value of derivative of $711,490, a gain on the extinguishment of debt of $216,430.

Net Loss

Net loss for the six months ended June 30, 2025 was $3,651,040 (after deducting $117,082 for the non-controlling interest). Net loss for the six months ended June 30, 2024, was $3,985,529 (after deducting $120,799 for the non-controlling interest). Although we had an increase in our loss from operations of $648,630, that loss was offset by the gain in the change in fair value of derivative and the gain on the extinguishment of debt, which resulted in the lower net loss for the period.

Liquidity and Capital Resources

Cash Flow from Operating Activities

During the ~~three~~ six months ended ~~March~~June 3130, 2025 and 2024, we used $23,~~889~~960,~~671~~ 207 and $~~988~~1,~~729~~384,208 of cash in operating activities. During the current period, we incurred a net loss of $3,~~294~~768,~~817~~122, adjusted by $2293,~~081,973~~279 for non-cash items and $1473,~~676,827~~572 in adjustments for changes in assets ~~and~~ and liabilities. In the prior period we incurred a net loss of $24,~~222~~106,~~253~~328, adjusted by $1,~~087~~918,~~969~~451 for non-cash items and $~~145~~803,~~555~~ 669 in adjustments for changes in assets and liabilities.

Cash Flow from Investing Activities

During the ~~three~~six months ended ~~March~~June 3130, 2025, we used $~~283~~2,~~903~~639,061 for the purchase of property and equipment and had a decrease in our trading securities of $~~256~~613. Most of the funds used were for the purchase of equipment and leasehold improvements in West Virginia. During the ~~three~~six months ended ~~March~~June 3130, 2024, we used $~~142~~147,~~195~~634 for the purchase of property and equipment.

Cash Flow from Financing Activities

During the ~~three~~ six months ended ~~March~~June 3130, 2025, we had net cash received of $38,~~698~~701,~~112~~171 from financing activity. Our cash overdraft in Morocco increased to $37105,~~111~~425. We received $350,000 of proceeds from notes payable issued to our CEO, $61517,~~001~~000 from the issuance of convertible notes, $803,844 proceeds from other notes payable and $36,~~250~~823,~~000~~ 900 from our commercial loan. ~~During~~We also received $150,002 through the ~~three~~sales of shares in Clean Seas West Virginia, and we repaid $35,000 of a related party loan. During the six months ended ~~March 31~~June 30, 2024, we had net cash received of $1,~~059~~258,~~398~~769 . We received $1,~~176~~358,500 of proceeds from convertible notes, $100,000 proceeds from the sale of Common Stock, $8382,~~318~~ 674 from other notes payable. Cash received was offset by repayment of $314,285 of a convertible note payable and a cash overdraft of $1331,~~865~~880.

Going Concern

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a source of revenue sufficient to cover its operating costs, had an accumulated deficit of $52,~~068~~486,~~776~~135 at ~~March~~June 3130, 2025, and had a net loss of $(3,~~294~~768,~~817)~~122 for the ~~three~~ six months ended ~~March~~June 3130, 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~~ 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.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in its securities.

Capital Raising Transactions

Proceeds from Notes Payable – Related Party

We generated net proceeds of $350,000 from the issuance of notes payable to our CEO during the ~~three~~six months ended ~~March~~June 3130, 2025.

Other outstanding obligations at ~~March~~June 3130, ~~2024~~2025

Convertible Notes Payable

The Company has convertible promissory notes aggregating $6,~~154~~517,~~157~~300 (not including debt discounts) outstanding at ~~March~~June 3130, 2025. The accrued interest amounted to approximately $1,~~041~~313,~~000~~827 as of ~~March~~June 3130, 2025. The convertible notes payable bear interest at rates ranging between 5% and 24% per annum.

Revenue Share Agreements

The Company has revenue shares agreements totaling $700,000 (not including debt discounts) outstanding at June 30, 2025.

Commercial Loan

On November 13, 2024 (the “Closing Date”), Clean Vision Corporation’s (“Clean Vision” or the “Company”) wholly-owned subsidiary, Clean-Seas West Virginia, Inc. (the “Clean-Seas WV”), closed on the transactions set forth in that certain Credit Agreement (the “Credit Agreement”) between Clean-Seas WV and The Huntington National Bank, a national banking association (the “Lender”). Pursuant to the Credit Agreement, the Lender agreed to make a term loan (the “Term Loan”) to Clean-Seas WV in the amount of $15,000,000, with the proceeds to be used for costs and expenses associated with the development and construction of Clean-Seas WV’s recycling and processing facility located in Kanawha County, West Virginia.

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 $811,~~250~~823,~~000~~900 as of ~~March~~June 3130, 2025, is presented on the balance sheet net of debt discount of $~~197~~135,~~836,~~361.

Critical Accounting Policies

Refer to Note 2 to the Financial Statements for the ~~three~~six months ended ~~March~~June 3130, 2025, for a condensed discussion of our critical accounting policies and ~~our~~ 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 ~~March~~June 3130, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, using the Internal Control - Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended SJune ~~March 31~~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

Trillium

25Effective May 2, 2025, the United Stated District Court of Nevada filed an Order Dismissing the case. The Company reversed the potential settlement liability of $145,967, recognizing the gain in Q1 2025. On July 31, 2005, the Company entered into a Settlement Agreement and Release Agreement with Trillium, whereby the Company established a reserve of 55,000,000 shares of common stock to be issued in eleven equal installments of 5,000,000 shares of common stock each to Trillium. The first 5,000,000 shares of common stock are to be issued on August 6, 2025, with each subsequent issuance of 5,000,000 shares on the 6th day of each month thereafter. The settlement agreement releases the Company from all amounts due to Trillium as of June 30, 2025.

~~Effective~~Borders ~~May~~Consulting ~~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 as of March 31, 2025.~~LLC

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

OnDuring ~~January~~the 1three months ended June 30, 2025, the Company issued 5a total of 17,000,000 shares of common stock ~~for~~to ~~services~~various service providers. The shares were valued at ~~$0.0206,~~ the closing stock price on the date of grant, for total non-cash expense of $~~103~~366,000.

~~During~~On ~~the three~~May ~~months ended March 31~~22, 2025, the ~~ClearThink~~Company ~~converted~~issued ~~$45~~2,000 ~~of principal into 4~~,~~500,~~000 shares of common stock. Into ~~addition,~~GS ~~the Company’s~~Capital ~~transfer~~as ~~agent~~a ~~issued~~default ~~the~~penalty ~~14,568,254~~on a convertible note. The shares ofwere ~~common~~valued at $0.018, the closing stock ~~due~~price on the date of default, for ~~prior~~total ~~conversions~~non-cash asexpense of ~~December 31~~$36, ~~2024~~000.

~~During~~On ~~the~~May ~~three~~22, 2025, ~~months~~the ~~ended~~Company ~~March~~issued 312, ~~2025~~000,000 ~~Coventry~~shares ~~converted~~of common stock to ClearThink Capital as a default penalty on a convertible note. The shares were valued at $~~104~~0.0095,~~055~~ ofthe ~~principal~~closing ~~into~~stock ~~10,808,085~~price ~~shares~~on the date of ~~common~~default, ~~stock~~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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.f

ITEM 6. EXHIBITS

Exhibit Number		Exhibit Description
3.1		Amended and Restated Bylaws effective March 4, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2024)
4.1		Convertible Amortization Note Issued on February 12, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2024)
4.2		Promissory Note dated February 15, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2024)
4.3		Senior Convertible Note dated March 25, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
4.4		Warrant to Purchase Common Stock dated March 25, 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
4.5		Amended and Restated Senior Convertible Note dated March 25, 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
4.6		Amended and Restated Warrant to Purchase Common Stock dated March 25, 2024 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
4.7		Convertible Promissory Note issued to Daniel Bates, dated March 11, 2025
4.8		Convertible Promissory Note issued to Daniel Bates, dated March 26, 2025
4.9		Convertible Amortization Note issued to ClearThink Capital Partners LLC, dated May 13, 2025
4.10		Convertible Promissory Note issued to CFI Capital LLC, dated July 17, 2025
10.1		Securities Purchase Agreement by and between the Company and Fred Sexton effective January 17, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 23, 2024)
10.2		Securities Purchase Agreement by and between the Company and Clearthink Capital Partners, LLC dated February 12, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2024)
10.3		STRATA Purchase Agreement by and between the Company and Clearthink Capital Partners, LLC dated February 12, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2024)
10.4		Securities Purchase Agreement by and between the Company and Trillium Partners L. dated February 15, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2024)
10.5		Securities Purchase Agreement dated March 25, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
10.6		Registration Rights Agreement dated March 25, 2024 ((incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)
10.7		Securities Purchase Agreement by and between the Company and ClearThink Capital Partners LLC dated May 13, 2025
10.8		Revenue Interest Purchase Agreement by and between the Company and Steven Butler, dated April 22, 2025.
10.9		Revenue Interest Purchase Agreement by and between the Company and Christopher Andrew Crews, dated April 23, 2025.
10.10		Revenue Interest Purchase Agreement by and between the Company and The Vanneman Family Trust, dated April 24, 2025.
10.11		Revenue Interest Purchase Agreement by and between the Company and William Hales, dated April 28, 2025.
10.12		Revenue Interest Purchase Agreement by and between the Company and MZ Digital LLC, dated May 5, 2025.
10.13		Settlement Agreement and Release Agreement between the Company and Trillium Partners, LP, dated July 31, 2025
31.1*		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2*		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32*		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith

2634

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: May 15, 2025	By:	/s/ Daniel Bates
Date: August 19, 2025	By:	/s/ Daniel Bates
	Name:	Daniel Bates
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: May 15, 2025	By:	/s/ Rachel Boulds
Date: August 19, 2025	By:	/s/ Rachel Boulds
	Name:	Rachel Boulds
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

2735

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