CLNV.OTC.PinkClean Vision CORP
10-Q: Clean Vision Q2 2025: Revenue Up, Net Loss Narrows
Sentiment:
Quarterly Report
Clean Vision Corporation reports increased Q2 2025 revenue and a reduced net loss, driven by its Morocco operations and a derivative fair value gain, despite ongoing liquidity challenges and significant debt.
Capital raiseThe company is dependent on raising additional capital through future issuances of common stock and/or debt financing to continue operations.Received $8,701,171 in net cash from financing activities during the six months ended June 30, 2025.Issued $350,000 in promissory notes to the CEO.Issued $517,000 from new convertible notes.Received $803,844 from other notes payable.Secured a $15,000,000 commercial loan from The Huntington National Bank for the West Virginia facility, with $11,823,900 funded as of June 30, 2025.Entered into Revenue Purchase Agreements totaling $700,000.Issued 2,500,000 common shares as commitment shares for Revenue Purchase Agreements.Issued 200,000 shares of Series D Preferred Stock as commitment shares for a Revenue Agreement with Kingdom Building, Inc.Issued convertible promissory notes to Labrys Fund, LP ($238,000) and CFI Capital LLC ($150,000) in July 2025.
Worse than expectedThe company continues to report a substantial accumulated deficit of over $52 million and a net loss of $3.77 million for the six months ended June 30, 2025.Management explicitly states "substantial doubt about the Company's ability to continue as a going concern."Several convertible notes are in default, leading to penalties and significantly increased interest rates (up to 22%).Disclosure controls and procedures were deemed "not effective."While Q2 revenue increased, the six-month revenue decreased, and operating expenses rose significantly.
Summary
- Revenue for Q2 2025 increased by 124.3% to $52,612 compared to $23,455 in Q2 2024, primarily from Clean-Seas Morocco's pyrolysis oil sales.
- However, revenue for the six months ended June 30, 2025, decreased by 13.7% to $63,137 from $73,147 in the prior year period.
- Net loss for Q2 2025 significantly narrowed to $473,305 from $1,905,368 in Q2 2024, largely due to a $2,178,655 gain in the fair value of derivatives.
- Net loss for the six months ended June 30, 2025, was $3,768,122, an improvement from $4,106,328 in the prior year period.
- Total assets increased to $21,694,108 as of June 30, 2025, from $13,066,884 at December 31, 2024, driven by property and equipment purchases for the West Virginia facility.
- Total liabilities also increased to $36,019,227 from $24,966,443 over the same period, with significant increases in commercial loans and convertible notes.
- The company continues to operate at a substantial accumulated deficit of $52,486,135 as of June 30, 2025, and faces a "going concern" doubt.
Sentiment
Score: 3
Explanation: While the company shows some operational progress with its Morocco facility and has secured significant financing for its West Virginia project, the persistent 'going concern' doubt, substantial accumulated deficit, increasing liabilities, and multiple debt defaults indicate severe financial distress and high operational risk. The positive net loss change is largely due to non-cash derivative fair value adjustments, not core operational profitability. The ineffective internal controls further compound the negative sentiment.
Positives
- Significant reduction in net loss for both the three and six months ended June 30, 2025, primarily due to a gain in the fair value of derivatives.
- Q2 2025 revenue increased by 124.3% year-over-year, indicating growth in the Morocco operations.
- Secured a $15 million commercial loan for the Clean-Seas West Virginia facility, with $11,823,900 funded as of June 30, 2025.
- Received a $1.75 million state incentive package for the West Virginia facility, which is forgivable after three years if employment targets are met.
- Resolved the Trillium lawsuit through a settlement agreement, avoiding further litigation costs and potential adverse judgments.
- Increased cash balance to $2,821,848 as of June 30, 2025, from $885,835 at December 31, 2024.
Negatives
- Overall revenue for the six months ended June 30, 2025, decreased by 13.7% compared to the prior year period.
- Operating expenses increased significantly, with consulting expenses up 43.7% and general and administrative expenses up 32.3% for the six-month period.
- Several convertible notes are in default, incurring penalties and increased interest rates (up to 22%).
- Accumulated deficit increased to $52,486,135 as of June 30, 2025, from $48,835,095 at December 31, 2024.
- Total liabilities increased substantially to $36,019,227, indicating a growing debt burden.
- The company's disclosure controls and procedures were deemed "not effective" as of June 30, 2025.
- A significant portion of accounts receivable (43.3%, 25.9%, and 18.7%) is concentrated among three customers.
- All revenue from Morocco operations for the six months ended June 30, 2025, was from a related party.
Risks
- Substantial doubt about the company's ability to continue as a going concern due to insufficient revenue to cover operating costs and a significant accumulated deficit.
- Dependence on raising additional capital through debt and equity issuances, with no assurance of success or favorable terms (potential for undue restrictions or substantial dilution).
- Risk of default on convertible notes, leading to penalties and increased interest rates.
- Concentration of revenue from a single related party in Morocco operations.
- Ineffective disclosure controls and procedures, increasing the risk of financial misstatements.
- Ongoing litigation with Borders Consulting LLC seeking $200,000 in damages.
- Exposure to foreign currency translation adjustments, impacting comprehensive income.
- Reliance on a single bank for cash deposits, with balances exceeding FDIC insured limits.
- Uncertainty regarding the successful development and scaling of pyrolysis facilities in West Virginia and Arizona.
Future Outlook
The company aims to generate revenue from recycling services, sale of commodities (pyrolysis oil, hydrogen, carbon char), environmental credits, and equipment sales. The Arizona facility is expected to begin processing plastic feedstock in Q4 2026 at 100 TPD, scaling to 500 TPD, and potentially becoming the first completely off-grid pyrolysis conversion facility. 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.
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.
- 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
The company operates in the clean energy and waste-to-value industries, specifically addressing plastic and tire waste through pyrolysis. This aligns with global trends towards clean energy and sustainability, driven by net-zero emissions scenarios. The hydrogen generation market is projected to reach $262 billion by 2031, with low-carbon technologies expected to dominate production. The plastic industry's reliance on fossil resources and increasing waste generation (projected to triple by 2060) highlights the need for recycling solutions like pyrolysis, especially given the low mechanical recycling rates (9% in the US).
Comparison to Industry Standards
- The company's pyrolysis technology aims to convert waste plastic into low sulfur fuel, clean hydrogen (AquaH), and carbon char, which are valuable byproducts in the clean energy and materials sectors.
- The Morocco facility currently processes 20 TPD of waste plastic, while the planned West Virginia facility aims for 50 TPD initially, scaling to 500 TPD, and the Arizona facility targets 100 TPD, scaling to 500 TPD. These capacities can be compared to other waste-to-energy or recycling facilities globally, though specific comparable projects are not detailed in the filing.
- The aspiration for the Arizona facility to be the "first completely off grid pyrolysis conversion facility in the world" suggests a unique technological and operational goal, setting a potential benchmark for energy independence in waste processing.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Control Effectiveness | Disclosure controls and procedures were evaluated and concluded to be "not effective" as of June 30, 2025. | 2025-06-30 | Increases risk of financial misstatements and reduces reliability of financial reporting. |
| New Preferred Stock Series | Series D Convertible Preferred Stock established with specific voting powers, designations, preferences, limitations, restrictions, and relative rights. | 2025-07-22 | Introduces a new class of preferred stock that can be converted into common stock, potentially leading to further dilution for existing common shareholders. |
Legal Proceedings
- Trillium Partners, LP: Lawsuit filed November 1, 2024, alleging default on convertible note and blocking conversions. Case dismissed May 2, 2025. Settled on July 31, 2025, with an agreement to issue 55,000,000 common shares in eleven equal monthly installments starting August 6, 2025.
- Borders Consulting LLC: Complaint filed July 21, 2025, seeking $200,000 in damages for an alleged business dispute. Litigation is ongoing.
Related Party Transactions
- Accrued compensation owed to Daniel Bates (CEO) of $239,000 as of June 30, 2025.
- Accrued compensation owed to Daniel Harris (Chief Revenue Officer) of $37,500 as of June 30, 2025.
- Director fees owed to Michael Dorsey, Greg Boehmer, and Bart Fisher.
- Consulting fees owed to Greg Boehmer of $18,000 as of June 30, 2025.
- $70,000 note issued to Green Invest Solutions Ltd., managed by Clean-Seas Morocco management.
- $867,283 due to Clean-Seas Morocco management for general operations funds.
- $4,265,000 due to Ecosynergie Group for the Morocco Acquisition.
- Promissory notes issued to Daniel Bates (CEO) totaling $350,000 in Q2 2025.
- All revenue from Morocco operations for the six months ended June 30, 2025, was from a party under control of Clean-Seas Morocco management.
Stakeholder Impact
- Shareholders: Significant dilution risk from ongoing and future equity issuances for debt conversions, commitments, and capital raises. The "going concern" doubt poses a fundamental risk to investment value.
- Creditors/Noteholders: High risk due to multiple debt defaults, increased interest rates, and the company's precarious financial position. The commercial loan is secured, but convertible noteholders face conversion risks and potential for further dilution.
- Employees: The company's ability to continue as a going concern directly impacts job security. The West Virginia facility's incentive package is tied to employment targets.
- Customers: Potential for disruption in services or supply if the company's financial instability impacts operations.
- Suppliers: Risk of delayed or non-payment due to liquidity issues.
Next Steps
- Clean-Seas West Virginia facility expected to be operational in Q4 2025, starting at 50 TPD and expanding to over 500 TPD within three years.
- Arizona facility expected to begin processing plastic feedstock in Q4 2026 at 100 TPD, scaling to 500 TPD.
- Continued efforts to raise additional capital through debt and equity securities.
- Resolution of ongoing litigation with Borders Consulting LLC.
- Issuance of 55,000,000 common shares to Trillium Partners, LP in eleven equal monthly installments starting August 6, 2025.
- Finalization of a new employment agreement for Daniel Bates, CEO.
Key Dates
| Date | Description |
|---|---|
| 2005-07-31 | Settlement Agreement and Release Agreement with Trillium Partners, LP. |
| 2005-08-06 | First issuance of 5,000,000 common shares to Trillium Partners, LP as part of settlement. |
| 2017-01-01 | Clean Vision established (formerly Byzen Digital Inc.). |
| 2018-01-01 | Valuation conducted for buildings and land at Clean-Seas Morocco facility. |
| 2020-05-19 | Acquisition of Clean-Seas, Inc. completed. |
| 2020-05-27 | Original expiration date of Daniel Bates' employment agreement. |
| 2020-09-21 | Series A Redeemable Preferred Stock created. |
| 2020-12-14 | Series B Convertible, Non-voting Preferred Stock designated. |
| 2020-12-17 | Consulting agreement with Leonard Tucker LLC, receiving Series B Preferred Stock. |
| 2021-02-19 | Series C Convertible Preferred Stock designated. |
| 2021-02-21 | Employment agreement with Daniel Bates, CEO, amended to extend term. |
| 2021-05-01 | Consulting agreement with Rachel Boulds, CFO, effective. |
| 2021-11-01 | Clean-Seas acquired its first pyrolysis unit. |
| 2021-11-17 | Clean-Seas India Private Limited incorporated. |
| 2021-12-09 | Clean-Seas, Abu Dhabi PVT. LTD incorporated. |
| 2021-12-10 | Endless Energy, Inc. incorporated. |
| 2022-01-19 | Clean-Seas, Abu Dhabi PVT. LTD changed name to Clean-Seas Group. |
| 2022-03-04 | EcoCell, Inc. incorporated. |
| 2022-05-01 | India pilot project began operations. |
| 2022-05-01 | Motor Vehicle Lease Agreement (Vehicle Lease) effective date for ROU asset recording. |
| 2022-07-04 | Clean-Seas Group ceased operations. |
| 2022-09-19 | Clean-Seas Arizona, Inc. incorporated. |
| 2022-11-04 | Memorandum of Understanding signed with Arizona State University (ASU) and Rob and Melani Walton Sustainability Solution Services (WS3). |
| 2023-02-21 | Securities purchase agreement with Walleye Opportunities Master Fund Ltd (February Purchase Agreement) for $4,000,000 senior convertible notes; February Note ($2,500,000) issued. |
| 2023-04-01 | Clean-Seas West Virginia, Inc. formed. |
| 2023-04-01 | Clean-Seas Morocco began operations at its pyrolysis facility in Agadir. |
| 2023-04-10 | April Note ($1,500,000) issued to Walleye Opportunities Master Fund Ltd. |
| 2023-04-23 | Clean-Seas completed acquisition of 51% interest in Ecosynergie S.A.R.L. (Clean-Seas Morocco). |
| 2023-05-26 | May Note ($1,714,285.71) issued to Walleye Opportunities Master Fund Ltd. |
| 2023-06-01 | Rachel Boulds' monthly compensation increased to $7,500. |
| 2023-06-12 | Services Agreement signed with ASU and WS3 for Arizona facility; Clean-Seas announced $12 million in state incentives for West Virginia facility. |
| 2023-07-17 | Clean Seas Partners UK Limited formed. |
| 2023-09-25 | $1.75 million cash disbursement received for West Virginia state incentive. |
| 2023-09-30 | $70,000 note issued to Green Invest Solutions Ltd. |
| 2023-10-26 | Securities Purchase Agreement with GS Capital Partners (October Purchase Agreement) for two $330,000 convertible notes; First Note issued. |
| 2023-11-08 | AquaH trademark issued by USPTO. |
| 2023-11-28 | AquaH trademark published. |
| 2023-12-01 | February Note (Walleye) maturity date extended to December 1, 2024. |
| 2023-12-12 | Common stock granted to Mr. Bates, Ms. Boulds, Ms. Harris, directors, service providers, and employees. |
| 2023-12-22 | Motor Vehicle Lease Agreement (Vehicle Lease) entered into. |
| 2024-01-15 | Trillium Note maturity date. |
| 2024-02-15 | Securities Purchase Agreement with Trillium Partners L.P. (Trillium Agreement) for $580,000 promissory note. |
| 2024-03-25 | Securities Purchase Agreement with Walleye (March Purchase Agreement) for $666,666 convertible note (March 2024 Note) and warrant. |
| 2024-04-15 | Arbitrator's decision regarding Tucker litigation, Series B Preferred Stock cancelled. |
| 2024-05-24 | Convertible promissory note issued to ClearThink for $110,000. |
| 2024-06-14 | Convertible promissory note issued to Coventry Enterprises, LLC for $100,000. |
| 2024-08-23 | Common stock purchased. |
| 2024-10-01 | March 2024 Note (Walleye) maturity date. |
| 2024-10-02 | Convertible promissory note issued to GS Capital for $82,500; Convertible promissory note issued to ClearThink for $82,500. |
| 2024-11-01 | Trillium filed lawsuit in United States District Court for the District of Nevada. |
| 2024-11-13 | Clean-Seas West Virginia, Inc. closed on Credit Agreement with The Huntington National Bank for $15,000,000 term loan. |
| 2024-12-02 | GS Capital and ClearThink October 2024 notes maturity date. |
| 2024-12-24 | Dorado Purchase Agreement shares due. |
| 2025-01-01 | Company issued 5,000,000 shares of common stock to a service provider. |
| 2025-01-24 | Clean Seas West Virginia, Inc. entered into a Lease Agreement with Quincy Coal Company. |
| 2025-01-30 | Transfer agent issued 2,000,000 common shares due as of December 31, 2024, to a service provider. |
| 2025-01-31 | Transfer agent issued 7,500,000 commitment shares of common stock to GS Capital. |
| 2025-02-01 | Commercial loan principal repayment maturity date. |
| 2025-02-06 | Transfer agent issued common stock granted on December 12, 2024, to Mr. Bates, Ms. Boulds, Ms. Harris, directors, and service providers/employees; issued 6,896,552 common shares purchased on August 23, 2024; issued 396,000 common shares due as of December 31, 2024, for services. |
| 2025-02-13 | May 2025 Note (ClearThink) maturity date. |
| 2025-02-14 | Company issued 2,000,000 common shares each to GS Capital and ClearThink for commitment shares. |
| 2025-02-24 | Trillium amended its complaint, adding new defendants; Transfer agent issued 10,000,000 common shares due for Dorado Purchase Agreement. |
| 2025-03-01 | Lease Agreement with Quincy Coal Company for West Virginia facility commenced. |
| 2025-03-11 | Promissory Note issued to Dan Bates, CEO, for $100,000. |
| 2025-03-26 | Promissory Note issued 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 | Convertible promissory note issued to GS Capital for $137,500; Convertible promissory note issued to ClearThink for $137,500; Company issued 2,500,000 common shares each to GS Capital and ClearThink for commitment shares. |
| 2025-05-15 | Coventry Enterprises, LLC June 2024 note maturity date. |
| 2025-05-22 | Company issued 2,000,000 common shares to GS Capital as default penalty; Company issued 2,000,000 common shares to ClearThink Capital as default penalty. |
| 2025-05-27 | Convertible promissory note issued to Coventry Enterprises, LLC for $300,000. |
| 2025-05-29 | Company entered into additional Revenue Agreement with Kingdom Building, Inc. (KBI). |
| 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. |
| 2025-06-30 | End of current reporting period. |
| 2025-07-01 | Convertible promissory note issued to Labrys Fund, LP for $238,000. |
| 2025-07-17 | Convertible promissory note issued to CFI Capital LLC for $150,000. |
| 2025-07-21 | Borders Consulting, LLC filed a complaint against the Company. |
| 2025-07-22 | Company filed Amended Article of Incorporation establishing Series D preferred stock; issued 200,000 shares to KBI. |
| 2025-07-30 | GS Capital converted principal and interest into 4,789,294 common shares. |
| 2025-08-19 | Date of filing; 1,048,629,872 shares of common stock issued and outstanding. |
| 2025-08-27 | First monthly payment for Coventry Enterprises, LLC May 2025 note due. |
| 2026-03-11 | Promissory Note to Dan Bates (March 11, 2025) matures. |
| 2026-03-26 | Promissory Note to Dan Bates (March 26, 2025) matures. |
| 2026-05-27 | Coventry Enterprises, LLC May 2025 note final payment due. |
| 2026-07-01 | Labrys Fund, LP convertible note matures. |
| 2026-07-17 | CFI Capital LLC convertible note matures. |
| 2026-10-01 | Arizona facility expected to begin processing plastic feedstock at 100 TPD. |
| 2027-02-01 | Commercial loan maturity date. |
Recommendation
strong sellThe company faces severe financial distress, explicitly stating "substantial doubt about its ability to continue as a going concern." Despite a narrowed net loss, this was primarily due to non-cash derivative fair value adjustments, not improved core operations. Revenue for the six-month period declined, and operating expenses increased significantly. The company is heavily reliant on continuous capital raises, which are highly dilutive, and has multiple convertible notes in default, incurring high penalties and interest rates. Ineffective internal controls further raise red flags regarding financial reporting reliability. The high accumulated deficit and increasing total liabilities indicate an unsustainable financial structure. While there are long-term plans for new facilities, the immediate financial health is extremely poor, making the stock a high-risk, speculative investment with significant downside potential.
Keywords
Clean Vision, CLNV, waste-to-energy, pyrolysis, plastic recycling, clean energy, hydrogen, AquaH, carbon char, environmental technology, sustainability, SEC filing, 10-Q, financial report, renewable energy, waste management
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.