CLNV.OTC.PinkClean Vision CORP
10-Q: Clean Vision Faces Going Concern Amid Rising Losses, Debt Defaults
Sentiment:
Quarterly Report
Clean Vision Corporation reported increased operating losses and a significant accumulated deficit, raising substantial doubt about its ability to continue as a going concern, despite revenue growth from its Morocco operations.
Capital raiseThe company explicitly states its dependence on raising additional capital through future issuances of common stock and/or debt financing to continue operations.Proceeds from convertible notes payable amounted to $1,265,450 for the nine months ended September 30, 2025.Proceeds from notes payable to related parties (CEO Daniel Bates) totaled $550,000.Proceeds from a commercial loan for the West Virginia facility amounted to $6,823,900 during the nine months ended September 30, 2025.The company entered into Revenue Share Purchase Agreements totaling $770,000 (including penalties) with five accredited investors.As a subsequent event, on October 30, 2025, the company issued a promissory note to Coventry Enterprises, LLC for $330,000 and entered into a Common Stock Purchase Agreement allowing Coventry to purchase up to $5,000,000 of common stock.
Worse than expectedThe company reported a significant accumulated deficit of $54,311,732 and a net loss of $5,633,750 for the nine months ended September 30, 2025, indicating ongoing financial distress.Cash used in operating activities increased dramatically to $5,640,932, reflecting a higher burn rate from core operations.Operating expenses surged by 28.3%, outpacing revenue growth and leading to a larger loss from operations.Multiple convertible notes are in default, incurring penalties and increased interest rates, which further burdens the company's financial position.The company's disclosure controls and procedures were deemed ineffective, raising concerns about financial reporting reliability.
Summary
- Clean Vision Corporation reported a net loss of $5,633,750 for the nine months ended September 30, 2025, a slight improvement from $5,705,277 in the prior year, primarily due to non-operating gains.
- Revenue for the nine months ended September 30, 2025, increased by 16% to $125,201, up from $107,946 in the same period last year, entirely from its Clean-Seas Morocco subsidiary.
- Operating expenses surged by 28.3% to $4,280,816 for the nine months ended September 30, 2025, compared to $3,332,431 in the prior year, driven by increased consulting, advertising, payroll, and general & administrative costs.
- The company's accumulated deficit grew to $54,311,732 as of September 30, 2025, from $48,835,095 at December 31, 2024.
- Cash used in operating activities significantly increased to $5,640,932 for the nine months ended September 30, 2025, compared to $1,512,095 in the prior year.
- Cash provided by financing activities was $9,702,122, including proceeds from a $15,000,000 commercial loan for the West Virginia facility (of which $11,823,900 was extended), convertible notes, and related party notes.
- Total liabilities increased to $36,319,321 as of September 30, 2025, from $24,966,443 at December 31, 2024.
- Several convertible notes are in default, incurring penalties and increased interest rates ranging from 15% to 24%.
- The company's disclosure controls and procedures were deemed not effective as of September 30, 2025.
Sentiment
Score: 2
Explanation: The company faces severe financial challenges, including a 'going concern' warning, substantial accumulated deficit, high operating losses, and numerous debt defaults. While there's some operational progress and revenue growth, it's overshadowed by significant cash burn, increasing liabilities, and ineffective internal controls. The reliance on dilutive financing and high-interest debt indicates a precarious financial position.
Positives
- Revenue increased by 16% to $125,201 for the nine months ended September 30, 2025, driven by operations in Clean-Seas Morocco.
- The net loss for the nine months ended September 30, 2025, slightly decreased to $5,633,750 from $5,705,277 in the prior year, largely due to non-operating gains such as changes in derivative fair value and debt extinguishment.
- Secured a $15,000,000 commercial loan for the Clean-Seas West Virginia facility, with $11,823,900 extended as of September 30, 2025, indicating progress on this key project.
- Received $1.75 million in cash as part of a $12 million state incentive package for the West Virginia PCN facility, which is expected to be operational in Q4 2025.
- The Arizona facility is expected to begin processing plastic feedstock in Q4 2026 at 100 TPD and scale up to 500 TPD, with plans to be powered by renewable energy.
Negatives
- The company has an accumulated deficit of $54,311,732 as of September 30, 2025, and a net loss of $5,633,750 for the nine months ended September 30, 2025, raising substantial doubt about its ability to continue as a going concern.
- Operating expenses increased significantly by 28.3% to $4,280,816 for the nine months ended September 30, 2025, leading to a larger loss from operations of $4,174,916.
- Cash used in operating activities more than tripled to $5,640,932 for the nine months ended September 30, 2025, compared to $1,512,095 in the prior year.
- Several convertible notes, including those from Walleye Opportunities Master Fund Ltd and Trillium Partners L.P., are in default, resulting in penalties and increased interest rates (up to 24%).
- Total liabilities increased substantially to $36,319,321 as of September 30, 2025, from $24,966,443 at December 31, 2024.
- The company's disclosure controls and procedures were not effective as of September 30, 2025.
- Significant dilution occurred with 1,152,768,307 shares of common stock issued and outstanding as of November 17, 2025, up from 807,605,591 shares at December 31, 2024.
Risks
- The company's ability to continue as a going concern is in substantial doubt due to insufficient revenue to cover operating costs, a significant accumulated deficit of $54,311,732, and ongoing net losses.
- Reliance on future issuances of common stock and/or debt financing to fund operations, which may lead to substantial dilution for stockholders or undue restrictions on operations.
- The India pilot project has not generated any revenue since its inception in May 2022, indicating potential challenges in commercializing technology in that market.
- Ineffective disclosure controls and procedures as of September 30, 2025, pose a risk to the accuracy and timeliness of financial reporting.
- Default on multiple convertible notes has led to increased interest rates and penalties, exacerbating debt burden and potentially triggering further defaults or legal actions.
- Concentration of credit risk with cash balances exceeding FDIC insured limits by $1,692,723 at September 30, 2025.
- Significant portion of accounts receivable (61.1% and 21.8%) due from two customers as of September 30, 2025, creating customer concentration risk.
Future Outlook
The company anticipates significant growth in the clean energy and sustainable products and services sector. The Arizona facility is expected to begin processing plastic feedstock in Q4 2026 and scale up to 500 TPD, with plans to be powered by renewable energy. The Clean-Seas West Virginia facility is expected to be operational in Q4 2025, starting at 50 TPD and expanding to over 500 TPD within three years. The company's business model aims to generate revenue from recycling services, commodity sales (pyrolysis oil, hydrogen, carbon char), environmental credits, and equipment sales/royalties.
Management Comments
- "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 worlds oceans."
- "We believe that our current projects will showcase our ability to convert waste plastic (using pyrolysis), to generate three byproducts: (i) low sulfur fuel, (ii) clean hydrogen (specifically, the Companys branded clean hydrogen, AquaH), and (iii) carbon char."
- "We believe that in the near future, a significant growth sector of the economy will be in clean energy and sustainable products and services."
- "The Company believes that its current cash on hand will not be sufficient to fund its projected operating requirements for the next twelve months since the date of this Quarterly Report on Form 10-Q."
- "Management plans to continue to implement its business plan and to fund operations by raising additional capital through the issuance of debt and equity securities."
Industry Context
Clean Vision operates in the rapidly growing clean energy and waste-to-value industries, specifically targeting plastic and tire waste recycling through pyrolysis. The global hydrogen generation market is projected to reach $262 billion by 2031, driven by net-zero emissions goals, with low-carbon technologies expected to produce 70% of hydrogen by 2030. The plastics industry, currently heavily reliant on fossil resources (6% of global crude oil/natural gas liquids production, projected to reach 20% by 2050), faces increasing waste generation. While recycling is crucial, only 9% of post-use plastic in the U.S. is mechanically recycled due to various barriers. Global plastics use is projected to nearly triple by 2060. Clean Vision's focus on converting waste plastic into clean fuels and hydrogen (AquaH) positions it within these critical environmental and energy transition trends, aiming to address the vast amount of plastic waste before it impacts oceans.
Comparison to Industry Standards
- The company's Morocco facility has a capacity of 20 TPD, which is relatively small compared to larger industrial-scale pyrolysis plants that can process hundreds or thousands of tons per day. For example, some advanced pyrolysis facilities aim for capacities of 100-500 TPD in their initial phases.
- The planned West Virginia facility, starting at 50 TPD and scaling to 500 TPD, aligns more closely with emerging industry standards for commercial-scale waste-to-energy operations.
- The Arizona facility's goal of 100 TPD scaling to 500 TPD, and potentially being the first completely off-grid pyrolysis conversion facility, represents an ambitious target that could set a new benchmark for sustainability in the sector if successful.
- The company's reliance on convertible debt with high interest rates and frequent defaults suggests a higher cost of capital and financial instability compared to more established companies in the clean energy sector that can access traditional, lower-cost financing.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| CEO | Daniel Bates | Daniel Bates | 2025-05-27 | Employment agreement expired; continues to serve under same terms as a new agreement has not been finalized. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Disclosure Controls and Procedures | Management concluded that disclosure controls and procedures were not effective as of September 30, 2025. | 2025-09-30 | Raises concerns about the accuracy and timeliness of information required to be disclosed in SEC reports. |
Legal Proceedings
- Trillium Partners, LP filed a lawsuit on November 1, 2024, alleging default on a convertible promissory note and tortious blocking of share conversion. The case was dismissed on May 2, 2025. A settlement agreement was reached on July 31, 2025, to issue 55,000,000 shares of common stock in eleven equal installments of 5,000,000 shares each, releasing the company from all amounts due as of September 30, 2025.
- Borders Consulting, LLC filed a complaint on July 21, 2025, seeking $200,000 in damages. A settlement agreement was reached on October 2, 2025, for $75,000, with an initial payment of $10,000 and subsequent monthly payments of $5,000.
Related Party Transactions
- Accrued compensation owed to CEO Daniel Bates was $239,000 as of September 30, 2025.
- Accrued compensation owed to Chief Revenue Officer Daniel Harris was $37,500 as of September 30, 2025.
- Director fees owed to Michael Dorsey, Greg Boehmer, and Bart Fisher were $13,500 each as of September 30, 2025.
- Consulting services owed to Greg Boehmer were $18,000 as of September 30, 2025.
- A $70,000 note was issued to Green Invest Solutions Ltd. in September 2023, which is managed by the same individuals as Clean-Seas Morocco.
- Funds due to Clean-Seas Morocco management for general operations amounted to $819,220 as of September 30, 2025.
- Promissory notes totaling $550,000 were issued to CEO Daniel Bates during the nine months ended September 30, 2025.
- All revenue generated by Clean-Seas Morocco for the nine months ended September 30, 2025, was from a party under the control of Clean-Seas Morocco management.
Stakeholder Impact
- **Shareholders**: Significant dilution from ongoing issuance of common stock for debt conversions, commitments, and services. The 'going concern' warning and ineffective disclosure controls pose substantial risks to investment value.
- **Creditors**: Multiple convertible notes are in default, leading to increased interest rates and penalties, indicating elevated credit risk. The company's ability to repay debt is uncertain without further financing.
- **Employees**: Payroll expenses increased, and the CEO's employment agreement expired without a new one, though he continues under existing terms. The overall financial instability could impact job security.
- **Customers**: The Morocco facility is generating revenue, and new facilities are planned, suggesting continued service provision. However, financial instability could pose long-term operational risks.
- **Suppliers**: The company's financial health and reliance on financing could affect its ability to pay suppliers in a timely manner, potentially impacting relationships.
Next Steps
- Clean-Seas West Virginia facility is expected to be operational in Q4 2025, starting at 50 TPD and expanding to over 500 TPD within three years.
- The Arizona facility is expected to begin processing plastic feedstock in Q4 2026 at 100 TPD and scale up to a maximum of 500 TPD at full capacity.
- Management plans to continue implementing its business plan and funding operations by raising additional capital through debt and equity securities.
- The company will continue to make monthly payments of $5,000 to Borders Consulting LLC as part of a $75,000 settlement agreement, following an initial $10,000 payment.
- The company will continue to issue 5,000,000 shares of common stock to Trillium Partners, LP on the 6th day of each month until 55,000,000 shares are issued, as per the settlement agreement.
Key Dates
| Date | Description |
|---|---|
| 2005-07-31 | Company entered into a Settlement Agreement and Release Agreement with Trillium Partners, LP. |
| 2017 | Clean Vision was established as a company focused on the acquisition of disruptive technologies that will impact the digital economy. |
| 2018 | Valuation conducted for buildings and land at Clean-Seas Morocco facility. |
| 2019 | Global plastics use projected to be 460 million tons. |
| 2020-05 | Shift in business focus and acquisition of Clean-Seas, Inc. |
| 2020-05-19 | Clean-Seas, Inc. became a wholly owned subsidiary. |
| 2020-09-21 | Company created Series A Redeemable Preferred Stock. |
| 2020-12-14 | Company designated Series B Convertible, Non-voting Preferred Stock. |
| 2020-12-17 | Company entered into a three-year consulting agreement with Leonard Tucker LLC. |
| 2021-02-19 | Company amended its Articles of Incorporation to designate Series C Convertible Preferred Stock. |
| 2021-02-21 | Company amended employment agreement with Daniel Bates, CEO, extending term to May 27, 2025. |
| 2021-05-01 | Effective date of consulting agreement with Rachel Boulds, CFO. |
| 2021-11 | Clean-Seas acquired its first pyrolysis unit for a pilot project in India. |
| 2021-11-17 | Clean-Seas India Private Limited was incorporated. |
| 2021-12-09 | Clean-Seas, Abu Dhabi PVT. LTD was incorporated. |
| 2021-12-10 | Endless Energy, Inc. was incorporated. |
| 2022-01-19 | Company changed name of Clean-Seas, Abu Dhabi PVT. LTD to Clean-Seas Group. |
| 2022-03-04 | EcoCell, Inc. was incorporated. |
| 2022-05 | India pilot project began operations. |
| 2022-05-01 | Adoption of ASU 2016-02, Leases (Topic 842), resulted in recording initial ROU assets and operating lease liabilities of $45,467 for a Motor Vehicle Lease Agreement. |
| 2022-07-04 | Clean-Seas Group ceased operations. |
| 2022-09-19 | Clean-Seas Arizona, Inc. was incorporated. |
| 2022-11-04 | Memorandum of Understanding signed with Arizona State University and Rob and Melani Walton Sustainability Solution Services. |
| 2023-01-01 | Series B Preferred Stock automatically converted into common stock (though not effectuated due to dispute). |
| 2023-02-21 | Company entered into a securities purchase agreement with Walleye Opportunities Master Fund Ltd, issuing senior convertible notes in aggregate principal amount of $4,000,000. |
| 2023-04-01 | Clean-Seas West Virginia, Inc. was formed. |
| 2023-04 | Clean-Seas Morocco began operations at its pyrolysis facility in Agadir, Morocco. |
| 2023-04-10 | Walleye purchased a senior convertible promissory note (April Note) in the original principal amount of $1,500,000. |
| 2023-04-23 | Clean-Seas completed its acquisition of a 51% interest in Ecosynergie S.A.R.L. (Clean-Seas Morocco). |
| 2023-05 | Number of warrants related to the February 2023 note increased from 29,424,850 to 49,164,524, and April 2023 note warrants increased from 17,660,911 to 29,498,714. |
| 2023-05-26 | Company entered into a Securities Purchase Agreement with Walleye, purchasing a senior convertible promissory note (May Note) in the aggregate original principal amount of $1,714,285.71. |
| 2023-06-12 | Clean-Seas announced securing $12 million in state incentives for a PCN facility in West Virginia. Services Agreement signed with ASU and WS3 for the Arizona facility. |
| 2023-07-17 | Clean Seas Partners UK Limited was formed. |
| 2023-09 | $70,000 note issued to Green Invest Solutions Ltd. |
| 2023-09-25 | Company received $1.75 million cash disbursement for the West Virginia state incentive package. |
| 2023-10-26 | Company entered into a Securities Purchase Agreement with GS Capital Partners, selling two 12% convertible notes in the aggregate principal amount of $660,000. |
| 2023-11-08 | Trademark 'AquaH' issued by the USPTO. |
| 2023-11-28 | Trademark 'AquaH' published. |
| 2023-12 | Binding arbitration expected to resolve dispute with certain holders of Series B Preferred Stock. |
| 2024-01-01 | Series C Convertible Preferred Stock automatically converted into common stock (though not effectuated). |
| 2024-02-15 | Company entered into a Securities Purchase Agreement with Trillium Partners L.P., issuing a promissory note in the aggregate principal amount of $580,000. |
| 2024-03-25 | Company and Walleye entered into a Securities Purchase Agreement, issuing a convertible note (March 2024 Note) in the aggregate principal amount of $666,666. |
| 2024-04-15 | Arbitrator's decision regarding litigation with Tucker resulted in cancellation of Series B Preferred Stock. |
| 2024-05 | Number of warrants related to the February 2023 note increased again from 49,164,524 to 159,142,855. |
| 2024-05-24 | Company issued a convertible promissory note to ClearThink in the aggregate principal amount of $110,000. |
| 2024-06-14 | Company issued a convertible promissory note to Coventry Enterprises, LLC in the aggregate principal amount of $100,000. |
| 2024-10-01 | Maturity date of the March 2024 Note. |
| 2024-10-02 | Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $82,500. Company issued a convertible promissory note to ClearThink in the aggregate principal amount of $82,500. |
| 2024-11-01 | Trillium filed a lawsuit in the United States District Court for the District of Nevada against the Company and its transfer agent. |
| 2024-11-13 | Clean-Seas West Virginia, Inc. closed on a Credit Agreement with The Huntington National Bank for a $15,000,000 term loan. |
| 2024-12-01 | Extended maturity date of the February Note. |
| 2024-12-22 | Company entered into a Motor Vehicle Lease Agreement. |
| 2025-01-01 | Company issued 5,000,000 shares of common stock to a service provider. |
| 2025-01-15 | Maturity date of the Trillium Note. |
| 2025-01-24 | Maturity date of the May 2024 ClearThink note. |
| 2025-01-24 | Clean Seas West Virginia, Inc entered into a Lease Agreement with Quincy Coal Company. |
| 2025-01-30 | Company's transfer agent issued 2,000,000 shares of common stock due as of December 31, 2024, to a service provider. |
| 2025-01-31 | Company's transfer agent issued 7,500,000 commitment shares of common stock due to GS Capital. |
| 2025-02-01 | Maturity date of the Term Loan from Huntington National Bank. |
| 2025-02-06 | Company's transfer agent issued 30,000,000 shares to Mr. Bates, 4,000,000 shares to Ms. Boulds, 4,000,000 shares to Ms. Harris, 12,000,000 shares to directors, 50,500,000 shares to service providers and employees, 6,896,552 shares purchased on August 23, 2024, and 396,000 shares due as of December 31, 2024. |
| 2025-02-13 | Maturity date of the May 2025 ClearThink and GS Capital notes. |
| 2025-02-14 | Company issued 2,000,000 shares of common stock each to GS Capital and ClearThink for commitment shares. |
| 2025-02-24 | Trillium amended its complaint, adding additional defendants. Company's transfer agent issued 10,000,000 shares of common stock due for the Dorado Purchase Agreement as of December 24, 2024. |
| 2025-02-28 | First monthly payment of $40,333 due for the October 30, 2025, promissory note to Coventry Enterprises, LLC. |
| 2025-03-01 | Term of the Lease Agreement with Quincy Coal Company commenced. |
| 2025-03-11 | Company issued a Promissory Note to Dan Bates, CEO, for $100,000. |
| 2025-03-26 | Company issued a Promissory Note to Dan Bates, CEO, for $250,000. |
| 2025-05-02 | United States District Court of Nevada filed an Order Dismissing the Trillium case. |
| 2025-05-13 | Company issued convertible promissory notes to GS Capital and ClearThink in the aggregate principal amount of $137,500 each. |
| 2025-05-15 | Maturity date of the June 2024 Coventry Enterprises, LLC note. |
| 2025-05-22 | Company issued 2,000,000 shares of common stock to GS Capital and ClearThink Capital as default penalties on convertible notes. |
| 2025-05-27 | Company issued a convertible promissory note to Coventry Enterprises, LLC in the aggregate principal amount of $300,000. |
| 2025-05-29 | Company entered into an additional Revenue Agreement with Kingdom Building, Inc. for $200,000. |
| 2025-06-03 | Clean-Seas WV issued and sold 68,028 shares of its common stock to an accredited investor. |
| 2025-06-17 | Clean-Seas WV issued and sold 34,014 shares of WV Common Stock to an accredited investor. |
| 2025-07-01 | Company issued a convertible promissory note to Labrys Fund, LP in the aggregate principal amount of $238,000. |
| 2025-07-17 | Company issued a convertible promissory note to CFI Capital LLC in the aggregate principal amount of $150,000. |
| 2025-07-21 | Borders Consulting, LLC filed a complaint against the Company seeking $200,000 in damages. |
| 2025-07-22 | Company filed a Certificate of Designation of Series D Convertible Preferred Stock. |
| 2025-07-31 | Company entered into a Settlement Agreement and Release agreement with Trillium Partners, LP. |
| 2025-08-06 | First installment of 5,000,000 common shares to be issued to Trillium per settlement agreement. |
| 2025-08-12 | Company issued a Promissory Note to Dan Bates, CEO, for $100,000. |
| 2025-08-27 | First monthly payment of $33,000 due for the May 27, 2025, Coventry Enterprises, LLC note. Company issued a Promissory Note to Dan Bates, CEO, for $100,000. |
| 2025-08-29 | Company issued a convertible promissory note to GS Capital in the aggregate principal amount of $330,000. |
| 2025-09-05 | Clean-Seas WV issued and sold 34,014 shares of WV Common Stock to an accredited investor. |
| 2025-09-25 | Company issued a convertible promissory note to ClearThink in the aggregate principal amount of $330,000. |
| 2025-09-26 | Company issued 3,300,000 restricted shares of Common Stock to ClearThink for commitment shares. |
| 2025-09-30 | End of the quarterly period covered by this report. |
| 2025-10-02 | Company and Borders Consulting entered into a Settlement Agreement to pay $75,000. |
| 2025-10-03 | Remaining $150,000 balance of ClearThink September 2025 Note received. Company issued 15,000,000 restricted shares of Common Stock to Coventry Enterprises, LLC for commitment shares. |
| 2025-10-08 | Company issued 3,300,000 restricted shares of Common Stock to GS Capital for commitment shares. |
| 2025-10-30 | Company issued a promissory note to Coventry Enterprises, LLC in the aggregate principal amount of $330,000. Company and Coventry Enterprises, LLC entered into a Common Stock Purchase Agreement. |
| 2025-11-17 | Date of common stock issued and outstanding count. |
| 2025-11-19 | Signature date of the Form 10-Q. |
| 2026-08-29 | Maturity date of the August 2025 GS Capital Partners note. |
| 2026-09-25 | Maturity date of the September 2025 ClearThink Capital Partners note. |
| 2026-10-31 | Final payment due for the October 30, 2025, promissory note to Coventry Enterprises, LLC. |
| 2026-Q4 | Arizona facility expected to begin processing plastic feedstock. |
| 2028 | Global oil demand projected to reach 105.7 mb/d. |
| 2030 | Global output of hydrogen expected to reach 200 metric tons. |
| 2031 | Global hydrogen generation market size expected to reach $262 billion. |
| 2050 | Production of hydrogen expected to increase to roughly 500 metric tons. Plastic industry reliance on fossil resources expected to increase to 20%. |
| 2060 | Global plastics use projected to almost triple between 2019 and 2060, reaching 1,231 million tons yearly. |
Recommendation
strong sellThe company's financial position is highly precarious, marked by a 'going concern' warning, a substantial accumulated deficit, and significant cash burn from operations. The reliance on continuous, dilutive equity and high-interest debt financing, coupled with multiple debt defaults and ineffective disclosure controls, indicates severe financial distress and high operational risk. While there is some revenue growth and project development, these positives are heavily outweighed by the fundamental financial instability. Investors face a high probability of further dilution and potential loss of capital.
Keywords
Waste-to-energy, Pyrolysis, Clean energy, Plastic recycling, Sustainability, AquaH, Convertible debt, Going concern, SEC filing, Environmental credits
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