2711 N. Sepulveda Blvd #1051, Manhattan Beach, California 90266-2725

 (Address of Principal Executive Offices ) ( Zip Code )

424-835-1845

(Registrant’s telephone number, including area code)

Securities to be Registered Under Section 12(b) of the Act:

None

Securities to be Registered Under Section 12(g) of the Act:

Common Stock, Par Value $0.001

(Title of Class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.  ☐

CLEAN VISION CORPORATION

INDEX TO FORM 10

Cautionary Note Regarding Forward-Looking Statements

This registration statement on Form 10 contains “forward-looking statements” concerning our future results, future performance, intentions, objectives, plans, and expectations, including, without limitation, statements regarding the plans and objectives of management for future operations, any statements concerning our proposed services, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. All forward-looking statements included in this document are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statements. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continue,” or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements. Future financial condition and results of operations, as well as any forward-looking statements are subject to inherent risks and uncertainties, including those discussed under “Risk Factors” and elsewhere in this Form 10.

Introductory Comment

We are filing this General Form for Registration of Securities on Form 10 to register our common stock pursuant to Section 12(g) of the Exchange Act. Once this registration statement is deemed effective, we will be subject to the requirements of Section 13(a) under the Exchange Act, which will require us to file annual reports on Form 10-K (or any successor form), quarterly reports on Form 10-Q (or any successor form), and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.

Throughout this Form 10, unless the context otherwise requires, the terms “CVC”, “Clean Vision”, “we,” “us,” “our,” the “Company” and “our company” refer to Clean Vision Corporation, a Nevada corporation.

Item 1. Business

Overview:

Clean Vision Corporation was established in 2017 as a company focused on the acquisition of disruptive technologies that will impact the digital economy. CVC was formerly known as Byzen Digital Inc. and on March 12, 2021 the Company’s corporate name was changed to Clean Vision Corporation. CVC has worked with and nurtured companies across a broad spectrum of technologies. CVC’s scope of interest is to include companies operating within the clean energy and sustainable market sector. Acquisitions of strategic interest for the Company include renewable energy, including wind, solar and sustainable fuels, sustainable packaging, water purification, AI technologies, and blockchain-based data collection, management, and delivery.

Clean Seas, Inc.:

Clean-Seas, Inc. is CVC’s first investment within its newly expanded scope. The acquisition of 100% of Clean Seas is CVC’s first entry into the clean energy space. Clean Seas has made significant progress in identifying and developing a new business model around the clean energy and waste to energy sectors.

Clean Seas, a Solutions Provider:

Clean Seas, Inc. was established to solve the problem of cost-effectively upcycling the vast amount of waste plastic generated on-land before it flows into the world’s oceans. As a “solutions provider,” Clean Seas has identified best in class technologies that are uniquely suited to upcycle plastic waste into valuable commodities and provide these technologies to its customers. The Clean Seas team of business development professionals and engineers will use its experience in the sustainable energy space to deliver high-quality upcycling technologies to its customers and strategic partners. Depending on customer requirements, recycling facilities will be designed to convert waste plastic into clean-burning hydrogen, synthetic liquid fuels and/or generate electricity from synthesis gas (syngas). The solutions provided will utilize technologies uniquely designed to the specific waste feedstock available and the customer’s requirements.

System design includes upcycling of all types of mixed plastics with a minimal sorting and cleaning requirement. Each solution will be designed to a customer’s situation. Each engagement will begin with a thorough analysis of a customers’ needs and individual situation.

Technology Overview:

Plastics Explored:

Plastic is a generic term for a wide range of polymers produced using highly refined fractionation of crude oil, or chemicals derived from crude oil, known as monomers. Polymers are formed by the chemical combination of these monomers, which results in chain lengths of tens or hundreds of thousands of carbon atoms.

The process of conversion of plastics into hydrogen and other sustainable products comprises two steps. First, the long polymer chains need to be broken down to produce compounds with shorter chains of hydrocarbons. Second, impurities such as chlorine and sulfur need to be removed to reduce toxicity of emissions. Both steps are performed with minimal presence of oxygen to avoid combustion.

Recycled plastic waste has the highest calorific value of any waste stream. This energy-rich waste material is an obvious target for upcycling to recapture the benefit of its stored chemical energy.

Pyrolysis: The Solution for Waste Reduction, Hydrogen Production, and Cleaner Fuels

Pyrolysis is a thermochemical treatment, which can be applied to any organic (carbon-based) product. In this treatment, the material is exposed to temperatures in the 300 C – 800 C range and then, in the absence of oxygen, goes through chemical and physical decomposition into smaller molecules.

Plastic pyrolysis is a chemical reaction involving the molecular breakdown of large group molecules into smaller group molecules in the presence of heat. Pyrolysis is also known as thermal cracking, cracking, thermolysis, depolymerization, etc.

Pyrolysis is a mature and proven technology that has existed since World War II. Indigenous tribes in Central and South America used pyrolysis as early as five hundred years ago to convert agricultural residue into carbon-based fertilizer by burning it underground with limited oxygen. Still, there have been relatively few large-scale implementations of this technology to date, primarily stemming from the availability of less expensive alternatives and lax environmental regulations in waste management. Recently, with the attention being given to plastic usage and its negative impact on climate change, there has been a significant increase in demand for pyrolysis to remediate plastic waste safely and reliably.

Pyrolysis Process:

The pyrolysis mechanism can be broken down into two steps: primary and secondary pyrolysis.

During the primary pyrolysis step, depolymerization and cross-linking reactions occur.

The plastic is pyrolyzed at 370ºC – 420ºC, and the pyrolysis gasses are condensed, and liquid separated using fractional distillation to produce the liquid fuel products. Plastic waste is continuously treated in a cylindrical chamber, and the pyrolytic gasses are condensed in a purpose-built condenser system to yield a hydrocarbon distillate comprising straight and branched-chain aliphatics, cyclic aliphatics, and aromatic hydrocarbons. The resulting mixture is essentially equivalent to petroleum distillate.

The essential steps in the pyrolysis of plastic waste involve:

Pyrolysis Process Methods:

Pyrolysis can produce hydrogen and other syngases (primarily carbon monoxide, methane, nitrogen, carbon dioxide, ethane and ethene) along with liquid and solid char, of which the relative proportions depend upon the method of pyrolysis and the operating conditions of the pyrolysis reactor. This is a function of the rate of heating, the operating temperature, and the residence time within the pyrolysis reactor.

As the residence time is reduced and the heating rate is increased, the proportion of liquids produced increases as there is sufficient heat in the system to boil off any compounds formed by the breaking of polymer chains.

Short residence times and higher temperatures (> 800 C) lead to conditions where pyrolysis turns into gasification and produces larger quantities of hydrogen and other marketable syngasses and less solid and liquid byproducts.

The Hydrogen Economy:

Hydrogen is the most abundant element in the universe, yet it does not naturally exist in pure form on earth in large quantities. Humans are therefore just beginning to take advantage of the many uses of hydrogen in daily life by leveraging technologies such as pyrolysis and gasification (steam-methane reforming from fossil fuels is the more popular source of commercially available hydrogen in the world today). With recent advances in sustainable technologies, people today can have better access to carbon-neutral sources of hydrogen to meet their energy needs.

Hydrogen is extremely versatile and will play a key role in the transformation of the global economy’s decarbonization since it does not produce carbon dioxide or other greenhouse gasses (GHG) when it is burnt. There is massive potential for end use applications such as transportation, replacement for fossil fuels used in industrial processes, energy generation and residential heating/cooling.

Hydrogen Production:

For plastics to continue to be accepted in the marketplace, it is essential that appropriate technologies are developed and deployed that can effectively manage the waste plastic at the end of its useful life. These technologies should maintain as much value in the material as possible, in line with the principles of the circular carbon economy. Pyrolysis provides a solution that fits within these principles and can alleviate global environmental concerns regarding plastic usage and waste disposal.

Overview of the Hydrogen Market:

The global green hydrogen market size is valued at approx. 750 million dollars in 2019. It is expected to have a 14.2% growth rate from 2020 to 2027, according to an analysis conducted by Grand View Research¹.

The movement towards the reduction in greenhouse gas emissions has been an established mandate over the past decade. Hydrogen will be a key part of this transition, as a source of clean and economical energy. Increasing government regulation regarding emissions will create a financial incentive for firms to seek more alternatives to fossil fuel usage. Hydrogen will be a major part of all levels of this decarbonization of the economy by providing an alternative to natural gas. This includes enabling of distributed power generation, passenger and cargo transportation as well as forklifts and heavy machinery.

Storage of energy from intermittent renewable energy sources (solar and wind power) is one of the most immediate issues that need to be resolved before decarbonization of energy production can be fully realized. Hydrogen is an economical and practical way to provide large scale energy storage capacity for intermittent energy sources that are being deployed on a global scale today.

Currently, industrial applications constitute the main usage of hydrogen. Much of this hydrogen is derived from natural gas as the feedstock, so there is significant potential for reducing greenhouse gas emissions by producing “clean” hydrogen from carbon neutral renewable energy sources.

Hydrogen also has a significant application for commercial, multifamily, and single-family residential heating. In the near-term future, hydrogen can be blended into existing natural gas networks, taking advantage of existing infrastructure. The long-term outlook for hydrogen usage in heating applications is especially promising, with the potential for hydrogen boilers or fuel cells being built into commercial and multifamily units.

Within the next decade, roughly 80 million zero-emission vehicles will be deployed. Hydrogen-powered vehicles will be a significant percentage of these vehicles. As the number of hydrogen-powered vehicles increases, the market for consumer hydrogen will likewise increase. Domestically, most infrastructure for consumer hydrogen is within California, with over 40 hydrogen fueling stations. The foreign market has examples of more advanced development of infrastructure for hydrogen vehicles. Japan has been one of the largest public investors in hydrogen technology and has a publicly stated goal of placing over 800,000 hydrogen-powered vehicles on the road within the next decade.

Other Fuels from Pyrolysis

Liquid oils from pyrolysis of different plastic waste types contain large numbers of carbon chains with different percentages that can be used as an energy source. Pyrolysis liquid oil utilization as transport fuel may be blended with conventional diesel to improve its quality, as the pyrolysis oils contain a high percentage of aromatic hydrocarbons (like benzene).

¹https://www.grandviewresearch.com/industry-analysis/green-hydrogen-market

The use of pyrolysis liquid oil as a substitute transport fuel has been used successfully and in blending with conventional diesel at different ratios produces a highly efficient fuel for either road grade or marine grade diesel. The use of pyrolysis liquid oil in a diesel engine (gen-set) is also an efficient way to generate electricity. In addition, the produced liquid oil shows the presence of aromatic compounds such as styrene, ethylbenzene, and toluene, along with other styrene monomers. The recovery of these aromatic compounds from produced liquid oils can be a source of precursor chemicals in industries for the polymerization of new plastic monomers. These compounds create the circular carbon economy of recycling waste plastic into new forms of hydrocarbons to power engines, generate electricity, or new types of plastic products.

Char or carbon black is also a highly reusable by-product of the pyrolysis process that has numerous existing applications. Secondary treatment for activation of char increases its surface area, enhancing its ability to be used as an absorbent filtration material for heavy metals, odor, and toxic gasses removal from wastewater and exhaust emissions. The activated char is widely used for the absorption of dyes and other contaminants in wastewater. Char has also been used as a fertilizer to increase crop yields. Carbon black can also be used to make graphene and carbon fiber using advanced nanotechnologies. This process can reduce the need for mining natural graphite and the related environmental pollution.

Electricity Production:

Pyrolysis oils are found to have ranges of dynamic viscosity of 1.77-1.9O mPa and kinematic viscosity of 1.92-2.09 c and HHV of 41.4-41.8MJ/kg, like conventional diesel, thus have the potential for use as an alternative energy source for electric generation.

The other main product of pyrolysis is a volatile fraction composed of gasses depending on the elasticity of the feedstock. The above is also true for the pyrolysis gasses “syngas” when produced, can subsequently be used for electricity generation.

Clean-Seas will use the recycled pyrolysis diesel oil and hydrogen for on-site green power generation. This will come in the form of multiple large generators with direct feeds from the pyrolysis plants to efficiently produce electricity and eliminate the need for transportation of hazardous materials and storage costs.

The quality of the recycling by-products generated depends greatly on the quality of the feedstock being utilized by the system. The higher the quality, the higher the yield of reusable by-products. Access to feedstock will be a key matrix by which the facility will achieve profitability.

With the world’s supply of waste plastic growing daily, it is a given that there will be an abundant supply of plastic waste feedstock from which Clean-Seas will generate the desired reusable fuels and electricity to meet any customer’s requirement.

Business Model:

As the owner/operator of the recycling facility, Clean Seas generates revenue from operations in several ways:

Gate Fees or Tipping Fees – these fees are paid to the company to accept the waste plastic from a government, municipality, or corporate entity that must dispose of its waste. Fees are paid to the company to accept this feedstock and are paid on a per ton basis. Gate fees vary in range from $20 USD to as high as $150 USD depending on the jurisdiction, land availability, and daily volumes of waste.

Power Purchase Agreement (PPA) – a PPA is a contract with a utility company or off-taker which defines the price of electricity paid to the company on a per kWh or MWh basis. A typical PPA has a term of 20 years with escalations over time. A recycling facility with a consistent source of feedstock will generate power 24/7 with approximately 90% capacity factor, resulting in a much more consistent source of energy than a solar or wind farm, which typically will have capacity factors ranging from 20 to 35% annually without large scale electric storage.

Sale of Hydrogen and other fuels – A plastic recycling facility converts waste plastic into hydrogen and other clean-burning fuels. This hydrogen and other fuels can be sold to off-takers as an alternative cleaner fuel for marine use, electrical generators, or refined into a clean-burning road grade fuel. Depending on the installation, this fuels output product can be sold to a local fuel distributor or used in the gen-sets for the generation of electricity as above.

Commodity Sales – an additional output product of the technologies is “char” or “carbon black,” which is used for the manufacturing of tires, bonding agents, roadway surfaces, and more. Agreements will be established with consumers of carbon black, which will serve as an additional revenue stream to the company.

Environmental Credits – recycling of waste plastic mitigates the need for fossil fuels for energy generation and the production of clean-burning diesel. These off-sets will be aggregated and sold to users of fossil fuels in the form of carbon credits or renewable energy credits depending on the location of the facilities and local market conditions. The company expects that these environmental commodities will be in great demand on the carbon market and serve as an additional high-value revenue stream. These can be used as off-set as more governments impose “Carbon-tax” on the end users of fossil fuels. In addition, the company expects that in the coming years, there will be new exchanges coming online specifically focused on plastic waste, and credits will be sought after, allowing producers of plastic waste to off-set their plastic footprint, much like what has happened in the carbon markets.

Equipment sales – in some cases, Clean Seas will sell, through its distribution agreements with technology providers, the recycling equipment needed to start up a fully functional recycling facility. This sale will provide a revenue stream to the company as well as recurring revenue through a royalty model and ongoing service and maintenance contracts.

Consulting – using the company’s technical and waste handling expertise, the Clean Seas team may, in some cases, provide consulting services for a fee to customers seeking to engage the company for an analysis of the viability of a recycling facility.

Market Size and Opportunity:

The world produces more than 381 million tons of plastic waste annually and is expected to double by 2034.² It is estimated that greater than 1 million plastic bottles are sold every minute worldwide. It is estimated that by 2050, there will be more plastic in the ocean by weight than fish. Fifty percent of the world’s plastic since 1950 has been manufactured since the year 2000, yet only 9% of that plastic has been recycled to date.

According to a McKinsey and Company analysis, the waste plastics recycling industry is poised to become a $55 billion dollar industry by 2030.³ Pyrolysis/gasification is an invaluable technology to treat mixed polymer streams, which mechanical recycling technologies currently cannot handle. Pyrolysis/gasification is also an important alternative solution to handling polymers that have exhausted their potential for further mechanical recycling.

Several pyrolysis/gasification players are coming forward, offering a range of facilities from large-scale plants with capacities of 30,000 to 100,000 metric tons a year to many smaller-scale modular units with capacity up to 3,000 metric tons a year.

The emerging markets of the world are especially critical to the plastic pollution problem, where waste handling and collection are not supported with the same infrastructure as in developed nations. This market condition presents a unique opportunity for the company. Clean-Seas is poised to use its experience in the renewable energy sector in emerging economies and leverage that experience to provide upcycling solutions and energy generation.

²https://www.condorferries.co.uk/plastic-in-the-ocean-statistics

³https://www.mckinsey.com/industries/chemicals/our-insights/how-plastics-waste-recycling-could-transform-the-chemical-industry

Competitive landscape:

As a solutions provider, Clean Seas is well positioned to source best in class pyrolysis/gasification technologies to meet the demands of any specific installation requirement. There are many pyrolysis/gasification technology providers with whom the company expects to seek a strategic partnership as we move forward. This flexibility allows the company to enlist new and emerging technologies as they come to market without the capital requirement of designing and developing proprietary technology.

In the near term, the company has developed relationships with several companies that will provide systems for initial installations. It is the belief of the company that direct access to decision-makers in governments and municipalities will be the key differentiator and driver of the Clean Seas business model and securing trusted partnerships through these strategic business relationships will off-set potential competition in the marketplace.

Market Traction:

Clean Seas has established an operating company in Massachusetts, Clean Seas MA, to serve opportunities located on the East Coast. The company is focusing its efforts to establish recycling facilities in states and municipalities that are environmentally conscious, aware of the plastic pollution problem and have a desire for a positive impact on reducing their carbon footprint.

100BIO™

Effective October 1, 2020, CVC acquired a 51% controlling interest in the sustainable packaging company, 100BIO, LLC (“100BIO”). In connection with the acquisition, the Company issued to 100BIO 2,000,000 shares of its Series A redeemable preferred stock (the “Series A Preferred Shares”). Subsequent to the acquisition, the Company concluded that 100BIO did not fit with the Company’s business plan after taking into account the prospects of 100BIO against the requirement to fund the redemption of the Series A Preferred Shares. Pursuant to a Restructuring and Settlement Agreement dated as of November 15, 2021, the Company exchanged its 51% interest in 100BIO, LLC for a 3.5% interest in 100BIO, LLC. As part of the restructuring, the Series A Preferred Shares were extinguished.

Government Regulation

 The Company, through its subsidiary, Clean-Seas, Inc. will be subject to various federal statutes including the Toxic Substances Control Act administered by the US Environmental Protection Agency and the Clean Water Act and related regulations as well as state laws and regulations depending on where the Company locates its facilities. products, specifically ASTM D6400 and ASTM D6868.

Employees

 The Company has five employees, two of whom are part-time.

Item 1A. Risk Factors

Risks Relating to the Company and Its Business

We have future capital needs and without adequate capital we will not be able to develop our business plan.

We are a development stage company. Our growth and continued operations could be impaired by limitations on our access to capital markets. Furthermore, the limited capital we have raised, and the capital we hope will be available to us from our principals, if any, may not be adequate for our long-term growth. If financing is available, it may involve issuing securities senior to our common stock which would be dilutive to holders of our common stock. In addition, in the event we do not raise additional capital from conventional sources, such as our existing investors or commercial banks, there is every likelihood that our growth will be restricted, and we may be forced to scale back or curtail implementing our business plan in which event investors in the Company may lose part or all of their investment.

Our future success depends on broad market acceptance of our products and services, which may not happen.

Our entire business is based on the assumption that the demand for our products and services will develop and grow. We cannot assure you that this assumption is or will be correct. The market for fuel converted from plastic is new and accordingly quite small. As is typical of a new and rapidly evolving industry, the demand for, and market acceptance of, “green-based” products and services is highly uncertain. In order to be successful, we must be able to keep our understandings in place with the suppliers of our products and educate consumers that our products perform as well as the products they currently use. We can provide no assurances that these efforts will be successful. Similarly, we cannot assure you that the demand for our products and services will become widespread. If the market for our products fails to develop or develops more slowly than we anticipate, our business could be adversely affected.

As public awareness of the benefits of fuel converted from plastic grows, we expect competition to increase, which could make it more difficult for us to grow and achieve profitability.

We expect competition to increase as awareness of the environmental advantages of converting plastic into fuel increases. A rapid increase in competition could negatively affect our ability to develop a profitable client base. Many of our competitors and potential competitors may have substantially greater financial resources, customer support, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships than we do. We cannot be sure that we will have the resources or expertise to compete successfully. Compared to us, our competitors may be able to:

Some of our competitors may also be able to increase their market share by providing customers with additional benefits or by reducing their prices. We cannot be sure that we will be able to match price reductions by our competitors. In addition, our competitors may form strategic relationships to better compete with us. These relationships may take the form of strategic investments, joint-marketing agreements, licenses or other contractual arrangements that could increase our competitors’ ability to serve customers. If our competitors are successful in entering our market, our ability to grow or even sustain our current business could be adversely impacted.

We face risks associated with obtaining raw materials.

With regard to our Clean-Seas subsidiary, even though there seems to be an inexhaustible supply of used plastic in our society, our success will depend upon our ability to collect or pay someone else to collect plastic for commercially reasonable costs. In the event there becomes increased competition for these plastic resources, it could have an effect on our profitability that we do not foresee at this time.

We face risks associated with a reduction in demand for carbon-based fuels.

Our world is committing vast amounts of resources toward research and development for the purpose of replacing carbon based fuels with other sources of energy such as sunlight, ocean wave power, wind power and various forms of electrical power, to name a few. Our primary business focus is based upon a strategy for replacing the traditional source for carbon-based fuels, namely crude oil. If there is a major breakthrough in technology that reduces the need for carbon-based fuels, the prospect for the success of our company could suffer.

We will not be able to negotiate exclusive rights to the technology we will need to acquire.

Our intent is to use existing technologies in plastics de-polymerization and to implement equipment that is readily available in the industrial marketplace. We will not have exclusive rights to this technology. Accordingly, others may license or otherwise obtain the use of the same technology and enter into competition with us in our same locality. If this should be the case, it may be difficult or impossible to obtain a competitive advantage over others that desire to enter this industry.

The Company Has Limited Operating History

 
The Company has a limited operating history and there can be no assurance that the Company’s proposed plan of business can be realized in the manner contemplated and, if it cannot be, shareholders may lose all or a substantial part of their investment. There is no guarantee that it will ever realize any significant operating revenues or that its operations will ever be profitable.

The Company Is Dependent Upon Its Top Management

The Company’s success is heavily dependent upon the continued active participation of Dan Bates, the Company’s current Chief Executive Officer, as well as other key personnel and consultants which the Company plans to hire. Loss of the services of our top management could have a material adverse effect upon the Company’s business, financial condition or results of operations. Further, the Company’s success and achievement of the Company’s growth plans depend on the Company’s ability to recruit, hire, train and retain other highly qualified scientific, technical, and managerial personnel. Competition for qualified employees and consultants among companies in the applicable industries is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees and consultants required for the initiation and expansion of the Company’s activities, could have a materially adverse effect on it. The inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on the Company’s business, financial condition or results of operations.

Although Dependent Upon the Company’s Chief Executive Officer, the Company Does Not Have Any Key Man Life Insurance Policies On Any Such Individual At The Time Of This Offering.

The Company is dependent upon its Chief Executive Officer in order to conduct its operations and execute its business plan. However, the Company has not purchased any insurance policies with respect to him in the event of his death or disability. Therefore, should the Company’s Chief Executive Officer die or become disabled, the Company will not receive any compensation that would assist with such a person’s absence. The loss of such a person could negatively affect the Company and its operations.

Our Chief Executive Officer currently has effective control over actions requiring shareholder approval.

Dan Bates, our Chief Executive Officer is the owner of 2,000,000 shares of our Class C Convertible Preferred Stock with each share entitled to 100 votes on all matters submitted to a vote of our shareholders. As a result, Mr. Bates currently has the ability to control the outcome of matters submitted to our shareholders for approval, including election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, he would have the ability to control management and affairs of our company. Accordingly, this concentration of ownership might harm the price of our stock by delaying or preventing a change of control, impeding a merger or other business combination or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

Changes In Laws Or Regulations Could Harm The Company’s Performance.

Various federal and state laws, including labor laws, govern the Company’s relationship with our employees and affect operating costs. These laws may include minimum wage requirements, overtime pay, healthcare reform and the implementation of various federal and state healthcare laws, unemployment tax rates, workers’ compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.

The Company’s Business Plan Is Speculative

The Company’s present business and planned business are speculative and subject to numerous risks and uncertainties. There is no assurance that the Company will generate significant revenues or profits

The Company Faces Significant Competition in the United States and Elsewhere

The Company will face significant competition in the United States and elsewhere (please see the sub- section entitled “Competition” below in this Registration Statement.)

The Company Will Likely Incur Debt

The Company will likely incur debt (including secured debt) in the future and in the continuing operations of its business. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment.

If We Are Unable To Effectively Protect Our Intellectual Property, It May Impair Our Ability To Compete

Our success will depend on our ability to obtain and maintain meaningful intellectual property protection for any such intellectual property. The names and/or logos of Company brands may be challenged by holders of trademarks who file opposition notices, or otherwise contest, trademark applications by the Company for its brands. Similarly, domains owned and used by the Company may be challenged by others who contest the ability of the Company to use the domain name or URL. Our business depends on proprietary technology that may be infringed. Some or all of our products depend or will depend on our proprietary technology for their success. We rely on a combination of trade secrets, copyrights and trademarks, together with non-disclosure agreements, confidentiality provisions in sales, procurement, employment and other agreements and technical measures to establish and protect proprietary rights in our products. While we may seek patents for some or all of our products and technology, there is no guarantee that such patents will be granted. Our ability to successfully protect our technology may be limited because intellectual property laws in certain jurisdictions may be relatively ineffective, detecting infringements and enforcing proprietary rights may divert management’s attention and company resources, contractual measures such as non-disclosure agreements and confidentiality provisions may afford only limited protection, any patents we may receive will expire, thus providing competitors access to the applicable technology, competitors may independently develop products that are substantially equivalent or superior to our products or circumvent our intellectual property rights; and competitors may register patents in technologies relevant to our business areas. In addition, various parties may assert infringement claims against us. The cost of defending against infringement claims could be significant, regardless of whether the claims are valid. If we are not successful in defending such claims, we may be prevented from the use or sale of certain of our products, or liable for damages and required to obtain licenses, which may not be available on reasonable terms, any of which may have a material adverse impact on our business, results of operation or financial condition.

Computer, Website or Information System Breakdown Could Affect The Company’s Business

Computer, website and/or information system breakdowns as well as cyber security attacks could impair the Company’s ability to service its customers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Company’s financial results as well as your investment.

Changes In The Economy Could Have a Detrimental Impact On The Company

Changes in the general economic climate could have a detrimental impact on the Company’s revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may adversely affect the Company. Any of such events or occurrences could have a material adverse effect on the Company’s financial results and on your investment.

We May Not Be Able To Obtain Adequate Financing To Continue Our Operations

The Company will require additional debt and/or equity financing to pursue our growth and business strategies. These include but are not limited to enhancing our operating infrastructure and otherwise respond to competitive pressures. Given our limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to us. Lack of funding could force us to curtail substantially our growth plans. Furthermore, the issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our Shares.

Terms Of Subsequent Financing, If Any, May Adversely Impact Our Stockholders

We will have to undertake common equity, debt, or preferred stock financings in the future. The rights and the value of an investment in the Common Stock could be reduced by the dilution caused by future equity issuances. Interest on debt securities could increase costs and negatively impact operating results. In the event we issue preferred stock pursuant to the terms of our Company documents, preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock would be more advantageous to those investors than to the holders of our Common Stock. In addition, if we need to raise more equity capital from the sale of common stock, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms of your investment. Shares of common stock which we sell could be sold into any market that develops, which could adversely affect the market price.

There is A Substantial Doubt About Our Ability To Continue As A Going Concern.

We have not yet entered into the commercialization stage of our products and therefore commercialization is uncertain and expected to require substantial expenditures. We have not yet generated sufficient revenues from our operations to fund our activities, and are therefore dependent upon external sources for financing our operations. There is a risk that we will be unable to obtain necessary financing to continue our operations on terms acceptable to us or at all. As a result, we expect that when we complete our audited financial statements our independent auditor firm will express in its auditors’ report on the financial statements a substantial doubt regarding our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of the uncertainty regarding our ability to continue as a going concern. This going concern opinion could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. Future reports on our financial statements may include an explanatory paragraph with respect to our ability to continue as a going concern. If we cannot continue as a going concern, our stockholders may lose their entire investment in the Company’s Common Stock.

Our Operating Plan Relies In Large Part Upon Assumptions And Analyses Developed By The Company. If These Assumptions Or Analyses Prove To Be Incorrect, The Company’s Actual Operating Results May Be Materially Different From Our Forecasted Results

Whether actual operating results and business developments will be consistent with the Company’s expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside the Company’s control, including, but not limited to:

Unfavorable changes in any of these or other factors, most of which are beyond the Company’s control, could materially and adversely affect its business, results of operations and financial condition.

The Company May Be Unable To Manage Its Growth Or Implement Its Expansion Strategy

The Company may not be able to expand the Company’s service and product offerings, the Company’s markets, or implement the other features of the Company’s business strategy at the rate or to the extent presently planned. The Company’s projected growth will place a significant strain on the Company’s administrative, operational and financial resources. If the Company is unable to successfully manage the Company’s future growth, establish and continue to upgrade the Company’s operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, the Company’s financial condition and results of operations could be materially and adversely affected.

The Company Faces Competition In The Company’s Markets From Various Large And Small Companies, Some Of Which Have Greater Financial, Research And Development, Production And Other Resources Than Does The Company

In many cases, the Company’s potential competitors have longer operating histories, established ties to the market and consumers, greater brand awareness, and greater financial, technical and marketing resources. The Company’s ability to compete will depend, in part, upon a number of factors outside the Company’s control, including the ability of the Company’s competitors to develop alternatives that are superior. If the Company fails to successfully compete in its markets, or if the Company incurs significant expenses in order to compete, it could have a material adverse effect on the Company’s results of operations.

We face risks associated with international operations.

We currently plan to operate outside the United States.

Our business internationally will be subject to a number of risks. These include:

We have no control over many of these matters and any of them may adversely affect our ability to conduct our business internationally.

Currency fluctuations and exchange control regulations may adversely affect our business.

Our reporting currency is the United States dollar. Our customers outside the United States, however, will be generally billed in local currencies. Our accounts receivable from these customers and overhead assets will decline in value if the local currencies depreciate relative to the United States dollar. Although we may enter into hedging transactions, we may not be able to do so effectively. In addition, any currency exchange losses that we suffer may be magnified if we become subject to exchange control regulations restricting our ability to convert local currencies into United States dollars.

Litigation may adversely affect our business, financial condition, and results of operations.

From time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operations are required. The cost to defend such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. Insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims could adversely affect our business and the results of our operations.

Our insurance coverage may be inadequate to cover all significant risk exposures.

We will be exposed to liabilities that are unique to the products we provide. While we intend to maintain insurance for certain risks, the amount of our insurance coverage may not be adequate to cover all claims or liabilities, and we may be forced to bear substantial costs resulting from risks and uncertainties of our business. It is also not possible to obtain insurance to protect against all operational risks and liabilities. The failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition, and results of operations. We do not have any business interruption insurance. Any business disruption or natural disaster could result in substantial costs and diversion of resources.

Our Business, Results of Operations and Financial Condition may be Adversely Impacted by the Recent COVID-19 Pandemic.

The COVID-19 pandemic has negatively affected the U.S. and global economy, resulted in significant travel restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets. We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our customers, employees, and suppliers. We are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows.

The extent to which our operations may eventually be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any resulting economic recession or depression. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown. The impact of the COVID-19 pandemic may also exacerbate other risks discussed in these risk factors, any of which could have a material effect on us. This situation is changing rapidly and additional impacts may arise that we are not aware of currently.

We Have Not Paid Dividends In The Past And Do Not Expect To Pay Dividends In The Foreseeable Future, So Any Return On Investment May Be Limited To The Value Of Our Shares

We have never paid cash dividends on our Shares and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our shares will depend on earnings, financial condition and other business and economic factors affecting it at such time that management may consider relevant. If we do not pay dividends, our shares may be less valuable because a return on an investment will only occur if the stock price appreciates.

There Is No Assurance The Company Will Be Able To Pay Distributions To Shareholders

While the Company may choose to pay distributions at some point in the future to its shareholders, there can be no assurance that cash flow and profits will allow such distributions to be made.

There is Presently Limited Public Trading Market for the Company’s Shares

At present, there is a limited public trading market for the Company’s securities and the Company cannot assure that an active trading market will develop.

Sales Of Our Shares By Insiders Under Rule 144 Or Otherwise Could Reduce The Price Of Our Shares, If A Trading Market Should Develop

Certain officers, directors and/or other insiders may hold shares in the Company and may be able to sell their stock in a trading market if one should develop. The availability for sale of substantial amounts of stock by officers, directors and/or other insiders could reduce prevailing market prices for our securities in any trading market that may develop.

Sales Of A Substantial Number Of Shares Of Our Type Of Stock May Cause The Price Of Our Type Of Stock To Decline

Should an active market develop and our shareholders sell substantial amounts of our shares in the public market, shares sold may cause the price to decrease below the current Offering price. These sales may also make it more difficult for us to sell equity or equity-related securities at a time and price that we deem reasonable or appropriate.

The Company Has Made Assumptions In Its Projections and In Forward-Looking Statements That May Not Be Accurate

The discussions and information in this Offering Circular may contain both historical and “forward-looking statements” which can be identified by the use of forward-looking terminology including the terms “believes,” “anticipates,” “continues,” “expects,” “intends,” “may,” “will,” “would,” “should,” or, in each case, their negative or other variations or comparable terminology. You should not place undue reliance on forward-looking statements. These forward-looking statements include matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this Offering Circular, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company’s business, please be advised that the Company’s actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results to differ from its current expectations. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptance, reduction of consumer demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers and failure to obtain new customers, the risk of litigation and administrative proceedings involving the Company or its employees, loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of the Company’s operating results and financial condition, adverse publicity and news coverage, inability to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be referred to in this Offering Circular or in other reports issued by us or by third-party publishers.

Our Series B and Series C Preferred Stock Contain Anti-Dilution Protection

The holders of our Series B and Series C Preferred Stock have anti-dilution rights protecting their interests in the Company from the issuance of any additional shares of capital stock (such as the issuance of shares of Common Stock pursuant to this offering) for a two-year period following conversion of the Series B and Series C Preferred Stock into Common Stock each calculated at the rate of 20% on a fully diluted basis. The anti-dilution provisions may have the effect of making it more difficult for us to raise funds for the period that such provision is in effect.

Item 2. Financial Information

Management´s Discussion and Analysis of Financial Condition and Results of Operations

Upon effectiveness of this Registration Statement, we will file with the SEC annual and semi-annual information and other reports as required under the Exchange Act. Thus, we will need to ensure that we will have the ability to prepare, on a timely basis, financial statements that comply with SEC reporting requirements following the effectiveness of this registration statement. We will also become subject to other reporting and corporate governance requirements, including the listing standards of any securities exchange upon which we may list our Common Stock, and the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the regulations promulgated thereunder, which impose significant compliance obligations upon us. As a public company, we will be required, among other things, to:

The significant obligations related to being a public company will continue to require a significant commitment of additional resources and management oversight that will increase our costs and might place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. In addition, we might not be successful in implementing and maintaining controls and procedures that comply with these requirements. If we fail to maintain an effective internal control environment or to comply with the numerous legal and regulatory requirements imposed on public companies, we could make material errors in, and be required to restate, our financial statements. Any such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Revenue

The Company had no revenue for the years ended December 31, 2020 and 2019.

Officer compensation

For the years ended December 31, 2020 and 2019, the Company had officer compensation expenses of $385,000 and $417,500, respectively, a decrease of $35,200 or 7.7%. The decrease is mainly due to a decrease in stock compensation expense. In the prior year we incurred non-cash stock compensation expense of $142,500. This decrease was offset by the additional monthly compensation to our CEO.

Consulting expense

For the years ended December 31, 2020 and 2019, the Company had consulting expenses of $139,000 and $0. All consulting expenses in the prior year are part of the discontinued operations.

General and Administrative expense

For the years ended December 31, 2020 and 2019, the Company had General and Administrative expenses (“G&A”) of $91,694 and $689, respectively. Our G&A expense has increased in the current year due to non-cash stock compensation of $77,500 for stock issued in the current year.

Other Income and Expense

In the current year we incurred $521,715 of debt discount amortization, a $2,006,944 loss on the issuance of convertible debt, offset by a gain on the change in fair value of $1,493,293, all due to our newly issued convertible debt. We also recognized interest expense of $1,266.

Net loss from discontinued operations

Net loss from discontinued operations for the years ended December 31, 2020 and 2019, was $432,500 and $155,98, respectively. Most of the loss in both years is due to non-cash stock compensation expenses.

Net Loss from continuing operations

Net loss from continuing operations for the years ended December 31, 2020 and 2019, was $1,732,153 and $418,189. The large decrease to our net loss is mainly contributed to our loss on the issuance of convertible debt and non-cash stock compensation expense.

Results of Operations for the Three Months Ended September 30, 2021 and 2020

Revenue

The Company had no revenue for the three months ended September 30, 2021 and 2020.

Officer compensation

For the three months ended September 30, 2021 and 2020, the Company had officer compensation expense of $231,277 and $167,500, respectively, an increase of $63,777 or 38.1%. The increase in the current period is due to the hiring of new executive personnel.

Consulting expense

For the three months ended September 30, 2021 and 2020, the Company had consulting expense of $348,799 and $380,000, respectively, a decrease of $31,201 or 8.2%. In the prior period we issued common stock for $380,000 of non-cash stock compensation expense. In the current period we incurred $70,000 of non-cash stock compensation and also hired additional consultants to work for our Clean Seas subsidiary.

Professional Fees

For the three months ended September 30, 2021 and 2020, the Company had professional fee expense of $81,360 and $14,839, respectively, an increase of $66,521 or 448.3%. The increase in the current period is due to an increase of legal fees largely associated with the filing of our Form 1-A Offering Statement.

General and Administrative expense

For the three months ended September 30, 2021 and 2020, the Company had General and Administrative expenses (“G&A”) of $95,363 and $10,496, respectively, an increase of $84,867. Our G&A expense has increased in the current period as the Company works to implement its business plan.

Other Expense

In the current period we incurred $84,625 for an early payment penalty on convertible debt, $235,150 of debt discount amortization and $10,552 of interest expense. In the prior period we incurred $337,183 of debt discount amortization and a $1,963,260 loss on the issuance of convertible debt.

Net loss

Our net loss for the three months ended September 30, 2021, was $1,087,126 compared to $2,177,352 for the three months ended September 30, 2020. Our net loss in the current period decreased due to the reasons discussed above.

Results of Operations for the Nine Months Ended September 30, 2021 and 2020

Revenue

The Company had no revenue for the nine months ended September 30, 2021 and 2020.

Officer compensation

For the nine months ended September 30, 2021 and 2020, the Company had officer compensation expense of $1,071,527 and $272,500, respectively, an increase of $799,027 or 293.2%. In the current period we issued preferred and common stock to several of our officers for total non-cash stock compensation expense of $463,500 compared to $55,00 of non-cash stock compensation expense in the prior period. The increase in total officer compensation expense for the current period is also due to the hiring of new executive personnel.

Consulting expense

For the nine months ended September 30, 2021 and 2020, the Company had consulting expense of $1,285,319 and $480,000, respectively, an increase of $805,319 or 16.37%. In the prior period we issued common stock for $480,000 of non-cash stock compensation expense. In the current period we incurred approximately $867,000 of non-cash stock compensation and hired additional consultants to work for our Clean Seas subsidiary.

Professional Fees

For the nine months ended September 30, 2021 and 2020, the Company had professional fee expense of $344,697 and $40,565, respectively, an increase of $304,132. In the current period $150,000 of professional fees is for the issuance of preferred stock for non-cash compensation expense of $150,000. The increase in the current period is due to an increase of audit and legal fees largely associated with the filing of our Form 1-A Offering Statement.

General and Administrative expense

For the nine months ended September 30, 2021 and 2020, the Company had G&A of $139,783 and $35,571, respectively, an increase of $104,212, or 293%. Our G&A expense has increased in the current period as the Company works to implement its business plan.

Other Income and Expense

In the current period we incurred $84,625 for an early payment penalty on convertible debt, $1,082,621 of debt discount amortization, $14,350 for the change in fair value of derivates and $19,787 of interest expense. In the prior period we incurred $337,183 of debt discount amortization. a $1,963,260 loss on the issuance of convertible debt, offset with a gain on the change of fair value of derivatives of $695,926.

Net loss

Our net loss for the nine months ended September 30, 2021, was $4,074,709 compared to $2,433,153 for the nine months ended September 30, 2020. Our net loss in the current period increased due to the reasons discussed above.

Liquidity and Capital Resources; Plan of Operations

We have incurred negative cash flow from operations since our inception. As of September 30, 2021, we had $1,604,605 in cash, notes payable in an aggregate amount of $114,500 and an accumulated deficit of $11,205,383. As of the date of this filing, we have enough funds to meet our current monthly obligations of payroll, marketing, transfer agent, professional fees, and working capital through April 2022.

We will require substantial additional capital over the next several years in order to implement our business plan. We expect capital outlays and operating expenditures to increase as we expand our product and service offerings and marketing activities. Our business or operations may change in a manner that would consume available funds more rapidly than anticipated, and substantial additional funding may be required to maintain operations, fund expansions, develop new or enhanced products or services, acquire complementary products, businesses or technologies, or otherwise respond to competitive pressured opportunities. Accordingly, we anticipate that we will need to attempt to raise additional capital through the sale of additional securities or through other methods of obtaining financing such as through loans or other types of debt. We cannot assure that we will have sufficient capital to finance the growth and business operation or that capital will be available on terms that are favorable to us, or at all.

Impact of the Covid-19 Pandemic

The COVID-19 pandemic has negatively affected the U.S. and global economy, resulted in significant travel restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets. We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our customers, employees, suppliers and sales network. We are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting policies” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies are disclosed in Note 2 of our unaudited consolidated financial statements included in this Offering Circular with the Securities and Exchange Commission.

Off Balance Sheet Arrangements

As of December 31, 2020 and 2019, there were no off-balance sheet arrangements.

Recent Accounting Pronouncements

The recent accounting pronouncements that are material to our financial statements are disclosed in Note 2 of our financial statements included in this Offering Circular filed with the Securities and Exchange Commission and in Note 2 of our consolidated financial statements included herein.

Current and Future Financing Needs

Management recognizes the Company’s need for capital is paramount to its future success and requires obtaining the funds being raised in this Offering. Management believes that this is the primary key to achieving success. The actual funds we will need to operate are subject to many factors, some of which are beyond our control.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. As shown in the accompanying financial statements, we have incurred a cumulative net loss of $6,874,394 as of December 31, 2020 and used substantially all of our cash in our operating activities since inception. The Company’s ability to continue as a going concern is contingent on securing additional debt or equity financing from outside investors. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

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.

In December 2019, a novel strain of coronavirus, COVID-19, surfaced in Wuhan, China. This virus continues to spread around the world, resulting in business and social disruption. The coronavirus was declared a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020. The operations and business results of the company could be materially adversely affected. The extent to which the coronavirus may impact business activity or results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus or treat its impact, among others

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

We have identified the policies outlined in this Offering Circular and attachments as critical to our business operations and an understanding of our results of operations. Those policies outlined are not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and expected financial results. Note that our preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Item 3. Properties

We currently operate out of a virtual office. We utilize the office space and equipment of our management at no cost. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

Item 4. Security Ownership of Certain Beneficial Owners and Management

Beneficial ownership is determined according to the rules of the SEC, and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security, and includes options that are currently exercisable or exercisable within 60 days. Each director or officer, as the case may be, has furnished us with information with respect to beneficial ownership. Except as otherwise indicated, we believe that the beneficial owners of common stock listed below, based on the information each of them has given to us, have sole investment and voting power with respect to their shares, except where community property laws may apply. Except as otherwise noted below, the address for each person or entity listed in the table is c/o Clean Vision Corporation, 2711 N. Sepulveda Blvd., #1051, Manhattan Beach, CA 90266-2725.

The following table sets forth information regarding beneficial ownership of our Common Stock by any of our directors or executive officers, our Directors and Officers as a group, and holders of 5% or more of our Common Stock as of November 30, 2021:

(1) Each share of Series C Preferred Stock has 100 voting rights and on January 1, 2023 is automatically convertible into common shares at the rate of 10 common shares for each preferred share.

Biographical information regarding the executive officers and directors is as follows:

Dan Bates

Dan is the CEO of CVC and has recently served as the President of Impact PPA, an innovative renewable energy company providing blockchain technologies to solve the challenging problems commonly seen in the environment of distributed energy solutions globally. Mr. Bates has spent the last 12 years in the renewable energy industry leading WindStream Technologies, a recognized leader in hybrid renewable energy systems. Under Bates’ guidance the Company has deployed projects of all sizes in over 35 countries and established manufacturing facilities in the United States and in India. The Company has won international awards for product design, efficiency and sustainability and has developed strong relationships in the international renewable energy community.

Prior to starting WindStream Mr. Bates spent 15 years in the technology sector and has launched successful technology ventures in both hardware and software. Mr. Bates’ first technology venture, Extreme Audio Reality (EAR) developed and patented the first interactive audio API for game developers, designed for the PC and set-top box gaming arena. EAR successfully licensed its products to all major game publishers including Electronic Arts, Activision, Id Software, Ubisoft and many others. After EAR, Mr. Bates founded Avant Interactive, which developed a neural net and AI based technology for object recognition, creating a patented interactive video solution for content owners, publishers, and advertisers. Avant was the market leader in this emerging sector, holding licenses and/or contracts with many of the Fortune 100 companies, television and cable networks, ad agencies as well as developing proprietary applications for the U.S. Army.

Christopher Percy

Chris began his early career in electronic security, where he quickly progressed from engineer to a challenging business development role. In 2003, he used the broad skills acquired over years in the industry to set up Direct CCTV & Security Systems, servicing a broad international clientele, including Bank of America, Amazon and Geopost.

When the company went public as Direct Security Integration Inc. in 2014, Chris stepped down to consult technology companies on structure and sales. In May 2018, he was approached by CVC to take the reins and completed a successful corporate action with FINRA.

Rachel Boulds

Ms. Boulds has been engaged in her sole accounting practice which she has led since 2009 and which provides all aspects of consulting and accounting services to clients, including the preparation of full disclosure financial statements for public companies to comply with GAAP and SEC requirements. Ms. Boulds also currently provides outsourced chief financial officer services. From August 2004 through July 2009, she was employed as a Senior Auditor for HJ & Associates, LLC, where she performed audits and reviews of public and private companies, including the preparation of financial statements to comply with GAAP and SEC requirements. From 2003 through 2004, Ms. Boulds was employed as a Senior Auditor at Mohler, Nixon and Williams. From September 2001 through July 2003, Ms. Boulds worked as an ABAS Associate for Price Waterhouse Coopers. From April 2000 through February 2001, Ms. Boulds was employed as an e-commerce Accountant for the Walt Disney Group’s GO.com. Ms. Boulds earned a B.S. in Accounting from San Jose University in 2001 and is licensed as a CPA in the state of Utah.

John Owen

Mr. Owen brings over 30 years of executive experience as CFO and COO in venture-stage and emerging-growth companies in technology, entertainment, and finance. His background includes managing high growth technology companies to successful exits, most notably the $100 million sale of The Ant Farm, an adtech company, to DDB, a subsidiary of Omnicom, Inc., as well as playing a critical role in the sale of Varitel Video to Electronic Data Systems (EDS). Mr. Owen has also served a three-year tour as AVP at Bank of America. Most recently he was the COO and CFO for Impact PPA. Mr. Owen co-founded WindStream Technologies, where he served as the COO and CFO.

Dr. Michael Dorsey

Dr. Michael K. Dorsey is a recognized expert on global energy, environment, finance and sustainability matters, having worked with governments and heads of state around the world. Dr. Dorsey was appointed to the EPA’s National Advisory Committee (NAC) in 2010, 2012 and 2014. Further, in 2014, a specialized unit of UNCTAD (the United Nations Conference on Trade and Development) designated Dr. Dorsey advisor on “climate, energy sustainability and SIDS (Small Island Developing States)”.

Dr. Dorsey has published dozens of scholarly and lay articles on a variety of environment, development, pollution prevention and sustainability matters, and has appeared in multiple TV and radio shows and print publications. Dr. Dorsey is a member of several non-profit boards and was a faculty member in various universities around the world.

Ed Cotler

Edward Cotler is a strategic business professional who spent two decades working at global investment banks before becoming an independent advisor to emerging technology companies.

In 2018, Ed founded Gotham Crypto, a boutique advisory firm focused on strategic services for blockchain companies. Prior to Gotham, Ed was an investment banker within the Capital Markets division of Goldman Sachs. At Goldman, Ed’s focus was on starting new lines of business within the firm. He also co-headed the firm’s newly-formed cash management effort focused on assisting corporate clients with their liquidity needs.

Prior to Goldman, Ed worked as a trader in structured products and helped grow new trading businesses at Merrill Lynch and at Deutsche Bank. Over the course of his career, Ed has traded and managed risk in stocks, bonds, currencies, asset-backed securities, mortgage products, exotic interest rate derivatives, credit default swaps and cryptocurrencies.

Ed is currently a Managing Director with Weild & Co, a FINRA-regulated broker dealer focused on fundraising for emerging companies.

Ed’s current advisory clients include Benefits Claims Intelligence, a healthcare fintech company based in Tennessee where he serves as an external Chief Operating Officer. He also serves as a strategic advisor to Versured, an insurtech company based in Utah. Ed is also an advisor to K9Wear, a pet fashion startup based in Massachusetts.