Quarterly Report for Quarter Ending SEPTEMBER 30, 2025 (Form 10-Q)

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

Forward-Looking Statements

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

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

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

Company Overview and Description of Business

Overview

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

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

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

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

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

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

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

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

Available Information

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

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

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

Results of Operations

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

Revenue

For the three months ended September 30, 2025 and 2024, the Company recognized revenue of $62,064 and $34,799, respectively from our subsidiary Clean-Seas Morocco, an increase of $27,265 or 78.3%. Revenue from operations is generated from the processing of plastic waste material ("feedstock") at our plant in Agadir, Morocco. The plastic feedstock is put through a pyrolysis system which applies pressure and heat, in the absence of oxygen (no incineration), converting the plastic back to its petroleum form. The revenue was generated from selling the output product, "pyrolysis oil," to a local oil and gas wholesaler in Morocco, called the "off-taker". We receive the plastic feedstock in Agadir at $0 cost, but variable expenses include labor, land lease, and overhead such as insurance.

Consulting Expense

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

Advertising and Promotion Expense

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

Development Expense

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

Professional Fees

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

Payroll Expense

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

Director Fees

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

General and Administrative Expenses

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

Other Income and Expense

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

Net Loss

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

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

Revenue

For the nine months ended September 30, 2025 and 2024, the Company recognized revenue of $125,201 and $107,946, respectively from our subsidiary Clean-Seas Morocco, an increase of $17,255 or 16%. Revenue from operations is generated from the processing of plastic waste material ("feedstock") at our plant in Agadir, Morocco. The plastic feedstock is put through a pyrolysis system which applies pressure and heat, in the absence of oxygen (no incineration), converting the plastic back to its petroleum form. The revenue was generated from selling the output product, "pyrolysis oil," to a local oil and gas wholesaler in Morocco, called the "off-taker". We receive the plastic feedstock in Agadir at $0 cost, but variable expenses include labor, land lease, and overhead such as insurance.

Consulting Expense

For the nine months ended September 30, 2025 and 2024, we had consulting expenses of $1,074,848 and $837,764, respectively, an increase of $237,084 or 28.3%. In the current period we have hired more consultants related to the work being done with Clean Seas West Virginia. We also issued shares of common stock for total non-cash consulting expenses of $494,450.

Advertising and Promotion Expense

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

Development Expense

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

Professional Fees

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

Payroll Expense

For the nine months ended September 30, 2025 and 2024, we had payroll expenses of $1,094,062 and $967,816, respectively, an increase of $126,246 or 13%. In the prior period we hired a new employee in April 2024 so only incurred that expense for two and a half months as opposed to the full nine months in 2025. Clean Seas Morocco also has a payroll increase in the current period.

Director Fees

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

General and Administrative Expenses

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

Other Income and Expense

For the nine months ended September 30, 2025 and 2024, we had total other expense of $1,458,834 compared to total other expense of $2,469,528, respectively. In the current period we recognized $2,260,890 of interest expense, of which $617,862 was amortization of debt discount, a gain in the change in fair value of derivative of $1,062,846, a loss on the conversion of debt of $96,962, settlement expense of $346,695 and penalty expense for default on a convertible note of $55,000. We also had gains of $230,875 for the extinguishment of debt and $3,585 of other income. For the nine months ended September 30, 2024, we recognized $2,970,618 of interest expense, of which $2,637,053 was amortization of debt discount, a loss of $357,140 for the issuance of convertible debt, a gain in the change in fair value of derivative of $825,903, a gain on the extinguishment of debt of $216,430. We also had penalty expense for default on a convertible note of $219,801.

Net Loss

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

Liquidity and Capital Resources

Cash Flow from Operating Activities

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

Cash Flow from Investing Activities

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

Cash Flow from Financing Activities

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

Going Concern

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a source of revenue sufficient to cover its operating costs, had an accumulated deficit of $54,311,732 at September 30, 2025, and had a net loss of $5,633,750 for the nine months ended September 30, 2025. The Company's ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The unaudited consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

The Company believes that its current cash on hand will not be sufficient to fund its projected operating requirements for the next twelve months since the date of this Quarterly Report on Form 10-Q.

Management plans to continue to implement its business plan and to fund operations by raising additional capital through the issuance of debt and equity securities. The Company's existence is dependent upon management's ability to implement its business plan and/or obtain additional funding. There can be no assurance that the Company's financing efforts will result in profitable operations or the resolution of the Company's liquidity problems. Even if the Company is able to obtain additional financing, it may include undue restrictions on our operations in the case of debt or cause substantial dilution for our stockholders in the case of equity financing. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern for the next twelve-month period since the date of this Quarterly Report on Form 10-Q.

Off Balance Sheet Arrangements

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

Capital Raising Transactions

Proceeds from Notes Payable - Related Party

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

Other outstanding obligations at September 30, 2025

Convertible Notes Payable

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

Revenue Share Agreements

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

Commercial Loan

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

Pursuant to the Credit Agreement, the proceeds of the Term Loan will be funded to Clean-Seas WV in two extensions (each, a "Credit Extension") as follows: (i) the initial Credit Extension in the amount of $5,000,000 on the Closing Date; and (ii) the second Credit Extension in the amount of $10,000,000 upon the satisfaction or waiver of the conditions set forth in Section 4.2 of the Credit Agreement, including, but not limited to, the delivery to the Lender of an executed performance and payment bond issued by a surety company listed on the Federal Treasury List that is rated A or higher by A.M. Best in an amount equal to $15,000,000 naming the Lender as beneficiary. On the Closing Date, Clean-Seas WV paid an upfront fee in the amount of $75,000 to the Lender.

The Term Loan is evidenced by a promissory note (the "Term Note") executed by Clean-Seas WV in favor of the Lender with interest due and payable on the 15^th calendar day of each month while any amount remains outstanding and the principal amount to be repaid in full on the maturity date of February 1, 2027. The Term Note bears interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus3.75% per annum. Upon the occurrence and during the continuance of an event of default, the interest rate applicable to the Term Note shall be equal to 2% per annum above the interest rate otherwise applicable (the "Default Rate") and all such interest accrued at the Default Rate shall be due and payable on demand of the Lender.

The credit extension of $11,823,900 as of September 30, 2025, is presented on the balance sheet net of debt discount of $72,886.

Critical Accounting Policies

Refer to Note 2 to the Financial Statements for the nine months ended September 30, 2025, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2024, for a full discussion of our critical accounting policies and procedures.