0001903596-23-000829.txt : 20231103 0001903596-23-000829.hdr.sgml : 20231103 20231102193326 ACCESSION NUMBER: 0001903596-23-000829 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 86 FILED AS OF DATE: 20231103 DATE AS OF CHANGE: 20231102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clean Vision Corp CENTRAL INDEX KEY: 0001391426 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-275286 FILM NUMBER: 231374072 BUSINESS ADDRESS: STREET 1: 2711 N. SEPULVEDA BLVD CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 BUSINESS PHONE: 424-835-1845 MAIL ADDRESS: STREET 1: 2711 N. SEPULVEDA BLVD CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 FORMER COMPANY: FORMER CONFORMED NAME: Byzen Digital, Inc. DATE OF NAME CHANGE: 20210325 FORMER COMPANY: FORMER CONFORMED NAME: CHINA VITUP HEALTH CARE HOLDINGS, INC. DATE OF NAME CHANGE: 20070227 S-1 1 clvn_s1.htm
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As filed with the Securities and Exchange Commission on November 2, 2023

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

CLEAN VISION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   7389   85–1449444

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

 

2711 N. Sepulveda Blvd. #1051

Manhattan Beach, CA 90266

(424) 835-1845

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Mr. Daniel Bates

Chief Executive Officer

2711 N. Sepulveda Blvd. #1051

Manhattan Beach, CA 90266

(424) 835-1845

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)

 

Copies to:

 

Joseph M. Lucosky, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Woodbridge, NJ 08830

Tel: (732) 395-4400

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

 

 

 

 

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

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
  Emerging growth company ☒

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]

 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED: NOVEMBER 2, 2023

 

 

CLEAN VISION CORPORATION

 

Up to 19,000,000 Shares of Common Stock

 

This prospectus relates to the resale, from time to time, of up to 19,000,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of Clean Vision Corporation, a Nevada corporation (the “Company”, “we”, “us” or “our”), by the selling shareholders identified in this prospectus under “Selling Shareholders” (the “Offering”), comprised of: (i) 10,000,000 Shares issued to Dorado Goose, LLC (“Dorado”) pursuant to that certain Securities Purchase Agreement, dated September 26, 2023, by and between the Company and Dorado (the “Dorado Purchase Agreement”); and (ii) up to 9,000,000 Shares issuable upon exercise of that certain Warrant to Purchase up to 9,000,000 Shares of Common Stock (the “Silverback Warrant”), exercisable issued to Silverback Capital Corporation (“Silverback” and, together with Dorado, the “Selling Shareholders”) pursuant to that certain Securities Purchase Agreement, dated March 31, 2022, between the Company and Silverback (the “Silverback Purchase Agreement”).

 

We are not selling any shares of our Common Stock under this prospectus and will not receive any proceeds from the sale of the Shares. We will, however, receive proceeds from the Silverback Warrant if exercised through the payment of the exercise price in cash by Silverback. The Selling Shareholders will bear all commissions and discounts, if any, attributable to the sale of the Shares. We will bear all costs, expenses and fees in connection with the registration of the Shares.

 

The Selling Shareholders may sell the shares of Common Stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Shareholders may sell the Shares being registered pursuant to this prospectus.

 

The prices at which the Selling Shareholders may sell the Shares in this Offering will be determined by the prevailing market prices for the shares of Common Shares or in negotiated transactions.

 

Our Common Stock is quoted on the OTCQB Market maintained by OTC Markets Group, Inc. (“OTC Markets”), under the symbol “CLNV”. On October 30, 2023, the last reported sale price of the Common Stock on the OTCQB Market was $0.0442 per share.

 

There has been a very limited market for our securities. While our Common Stock is quoted on the OTC Markets, there has been negligible trading volume. There is no guarantee that an active trading market will develop in our securities.

 

Following the effectiveness of the registration statement of which this prospectus forms a part, the sale and distribution of securities offered hereby may be effected from time to time in one or more transactions that may take place on the OTC Markets (or such other market or quotation system on which our Common Stock is then listed or quoted), including ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Shareholders.

This prospectus describes the general manner in which the Shares may be offered and sold by any Selling Shareholder. When the Selling Shareholders sell Shares under this prospectus, we may, if necessary and required by law, provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add to, update, modify or replace information contained in this prospectus. We urge you to read carefully this prospectus, any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus and any accompanying prospectus supplement before you make your investment decision.

 

 

  

Investing in our securities involves risks. See “Risk Factors” beginning on page 13 of this prospectus. We and our board of directors are not making any recommendation regarding the exercise of your rights.

 

Neither the United States Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

We are an “emerging growth company” under applicable SEC rules and will be subject to reduced public company reporting requirements.

 

An investment in our Common Stock involves significant risks. You should carefully consider the risk factors set forth under “Risk Factors”, beginning on page 25 of this prospectus before you make your decision to invest in this Offering and in our securities.

 

 

The date of this prospectus is , 2023

 

 

 

 

  

TABLE OF CONTENTS

 

About This Prospectus ii
Trademarks ii
Cautionary Note Regarding Forward-Looking Statements ii
Market Industry and Other Data iii
Prospectus Summary 1
Summary of The Offering  12
Risk Factors 16
Use of Proceeds 39
Dividend Policy 40
Business 41
Management’s Discussion and Analysis of Financial Condition and Results of Operations 58
Management 64
Executive and Director Compensation 68
Certain Relationships and Related Party Transactions 70
Security Ownership of Certain Beneficial Owners and Management 72
Description of Capital Stock 73
Selling Shareholders 78
Plan of Distribution 81
Legal Proceedings 83
Market for Common Equity and Related Stockholder Matters 84

Legal Matters 85
Experts 85
Where You Can Find More Information 86

 i

 

ABOUT THIS PROSPECTUS

 

You should rely only on the information contained in this prospectus. Neither we, nor any of the Selling Shareholders, have authorized any other person, to provide you with information that is different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

 

For investors outside the United States: Neither we nor any of the Selling Shareholders have taken any action that would permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the Offering of the securities covered hereby and the distribution of this prospectus outside of the United States.

  

The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

TRADEMARKS

   

We own directly, or have rights to, trademarks, service marks, and trade names that we use in the operation of our business, such as AquaHtm. In addition, our names, logos, and website names and addresses are our service marks or trademarks. Other trademarks, service marks, and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks, service marks, trade names, and copyrights referred to in this prospectus are listed without the ©, ®, and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights, the rights of our parent company, or the rights of the applicable licensors to these trademarks, service marks, and trade names.

  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains “forward-looking statements.” We use words such as “could,” “may,” “might,” “will,” “expect,” “likely,” “believe,” “continue,” “anticipate,” “estimate,” “intend,” “plan,” “project,” and other similar expressions to identify some forward-looking statements, but not all forward-looking statements include these words. All of our forward-looking statements involve estimates and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Accordingly, any such statements are qualified in their entirety by reference to the information described under the caption “Risk Factors” and elsewhere in this prospectus.

  

The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments, and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control), and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

 

Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement contained in this prospectus to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors that could cause our business not to develop as we expect emerge from time to time, and it is not possible for us to predict all of them. Further, we cannot assess the impact of each currently known or new factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

The forward-looking statements contained in this prospectus are set forth principally in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and other sections in our PERIODIC FILINGS WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” and other sections in our Latest Form 10-Q. In addition, there may be events in the future that we are not able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Please consider our forward-looking statements in light of these risks as you read this prospectus.

 

 ii

 

 

MARKET, INDUSTRY AND OTHER DATA

 

Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from third-party industry analysts and publications and our own estimates and research. Some of the industry and market data contained in this prospectus are based on third-party industry publications. This information involves a number of assumptions, estimates and limitations.

 

The industry publications, surveys and forecasts and other public information generally indicate or suggest that their information has been obtained from sources believed to be reliable. None of the third-party industry publications used in this prospectus were prepared on our behalf. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” in this prospectus. These and other factors could cause results to differ materially from those expressed in these publications.

  

Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources.

 

 iii

 

 

Prospectus Summary

 

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in our securities. You should carefully read the entire prospectus including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Financial Statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Clean Vision,” “the company,” “we,” “us” and “our” in this prospectus refer to Clean Vision Corporation and its consolidated subsidiaries.

   

Overview

 

We are a new entrant in the clean energy and waste-to-energy industries focused on clean technology and sustainability opportunities. By leveraging innovative technology, we aim to responsibly resolve environmental challenges by producing valuable products and strive to be recognized as an environmental, social and governance company (“ESG”). Currently, we are focused on providing a solution to the plastic waste problem by converting plastic waste into saleable byproducts, such as precursors used in the production of 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 waste) at high temperatures in the absence of oxygen so that the material does not burn, we are able to convert the plastic feedstock into (i) low-sulfur fuels, (ii) clean hydrogen (specifically, the Company’s branded AquaH™, which trademark application is currently pending with the United States Patent and Trademark Office (the “USPTO”)), and (iii) carbon char. Our business model is focused on generating revenue from the following sources:

 

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

 

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

 

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

 

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

 

As of June 30, 2023, our operations in Morocco had generated $161,297 in revenue, with a gross margin of $127,435 from the provision of pyrolysis services and its sale of byproducts.

 

Our mission is to aid in solving the problem of cost-effectively upcycling the vast amount of waste plastic generated on land before it flows into the world’s oceans.

 

According to analysis and projections reported by the U.S. Energy Information Administration (“EIA”) on April 7, 2022, it is estimated that 98.3 million barrels per day of petroleum and liquid fuels were consumed globally in March 2022, an increase of 2.4 million barrels per day from March 2021. The EIA estimates that global consumption of petroleum and liquid fuels will rise by 1.9 million barrels per day in 2023 to average 101.7 million barrels per day.

 

In a report published by Markets and Markets Research in February 2021 entitled “Hydrogen Generation Market by Application (Petroleum Refinery, Ammonia & Methanol production, Transportation, Power Generation), Generation & Delivery Mode (Captive, Merchant), Source (Blue, Green & Grey Hydrogen), Technology, and Region-Forecast to 2025,” the global hydrogen generation market is projected to reach $201 billion by 2025 from an estimated $130 billion in 2020, at a compound annual growth rate (CAGR) of 9.2% during the forecast period. While the global green hydrogen market was valued at approximately $0.8 billion in 2021, it is predicted to grow to about $10.2 billion by 2028, with a CAGR of approximately 55.2% over the projection period, according to research and analysis published by Facts and Factors in March 2022 entitled “Green Hydrogen Market By Type (Solid Oxide Electrolyzer, Alkaline Electrolyzer, and Proton Exchange Membrane Electrolyzer), By Use (Transport, Power Generation, and Others) By Customer (Petrochemicals, Glass, Food & Beverages, Chemical, Medical, and Others), and By Region - Global and Regional Industry Overview, Market Intelligence, Comprehensive Analysis, Historical Data, and Forecast 2022-2028.”

 

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. Clean-Seas believes that it has made significant progress in identifying and developing a new business model around the clean energy and waste-to-energy 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.

 

We are now a holding company and currently operate through our wholly owned subsidiary, Clean-Seas, which we acquired on May 19, 2020. 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 25, 2023 (the “Morocco Closing Date”), Clean-Seas completed its acquisition of a fifty-one percent (51%) interest in Eco Synergie S.A.R.L., a limited liability company organized under the laws of Morocco (“Ecosynergie”). On the Morocco Closing Date, (i) Ecosynergie’s name was changed to Clean-Seas Morocco, LLC (“Clean-Seas Morocco”), (ii) Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Company’s Chief Revenue Officer (“CRO”), were appointed as managers of Clean-Seas Morocco and (iii) Mr. Harris was appointed to serve as the Chief Executive Officer of Clean-Seas Morocco. Clean-Seas Morocco began operations at its pyrolysis facility in Agadir, Morocco, in April 2023, which currently has capacity to convert 20 tons per day (“TPD”) of waste plastic through pyrolysis.

 

 

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Clean Vision’s Purpose

 

We believe it is no secret that global plastic waste recycling is facing unprecedented challenges. We believe that inadequate processing infrastructure, fewer processing locales, changing laws and conventions, and political circumstances imperil what is already a deficient response to a global problem. Developed nations, including the United States, the world’s largest generator of plastic waste, are finding disposal of this waste increasingly difficult, due to expensive and inefficient processing capabilities; global conventions responding to environmental implications of international plastic export; and political constraints. In January 2018, the People’s Republic of China, which had been accepting plastic waste from countries including the U.S., implemented its National Sword policy limiting recyclable waste imports. As a result, the worldwide recyclables market experienced drastic limits, fewer options for disposal, resulting in a global backlog of plastic waste. Some of the recyclable material has been rerouted to Southeast Asian countries but the market remains in upheaval, with, at best, plastic waste floating in waiting ships and at worst, illegal dumping into international waters or incinerated.

 

According to an article published by the United Nations Environment Programme (“UNEP”) on March 2, 2022, entitled “What you need to know about the plastic pollution resolution,” the world currently produces approximately 400 million tons of plastic waste per year, with the rate of plastic production forecasted to double by 2040. It also estimated that by 2050, there will be more plastic in the ocean by weight than fish. According to an article published by National Geographic entitled “A Whopping 91 Percent of Plastic Isn’t Recycled,” plastic takes more than 400 years to degrade, so most of it still exists in some form. It is estimated that only 9% of plastic waste has been recycled to date, while the vast majority (approximately 79%) is accumulating in landfills or ending up as litter in the natural environment, including the oceans.

 

The waste plastics recycling industry was valued at $55.1 billion in 2020 and is poised to become an $88 billion industry by 2030, as reported in a March 2022 report entitled “Market value of waste recycling services worldwide 2020-2030” published by Statista. Pyrolysis is an invaluable technology that can be used to transform certain materials, which traditional mechanical recycling technologies currently cannot handle, into clean energy and other valuable byproducts. Pyrolysis is also an important alternative solution to handling materials that have exhausted their potential for further traditional mechanical recycling.

 

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. We believe this market condition presents a unique opportunity for us. Clean-Seas intends to leverage its management’s experience of working in the developing nations of the world for the past decade, providing renewable energy products and services to this sector and now will provide recycling solutions and energy generation. As stated by the Organization for Economic Co-operation and Development (“OECD”) in 2021, “The path to net zero requires that emerging markets transform their energy systems, yet reliance on hydrocarbons alongside existing policy barriers pose challenges to the green transition.”

 

Clean Vision plans to help provide a solution to the plastic waste problem that the world is facing, while simultaneously creating hydrogen and other clean-burning fuels that can be used to generate clean energy.

 

Our Strengths

 

We believe that the following are the critical investment attributes of our Company:

 

  ● Experienced management team. Members of our management team have significant prior experience in the renewable energy sector and have established relationships with providers of pyrolysis technology that led to the establishment of our first Plastic Conversion Network (“PCN”) in Agadir, Morocco, following our April 25, 2023 acquisition of a 51% interest in Ecosynergie and the establishment of our first revenue source.
     

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  ● Pilot Research and Development Project Commenced. We acquired our first pyrolysis unit for use in Hyderabad, India, which began operations in May 2022. We established this project to develop technology focused on optimizing the process of converting waste plastic into byproducts, including the Company’s branded clean hydrogen, AquaH™, which is our branded name for clean hydrogen we produce from plastic waste that falls between the blue (natural gas) and green (renewable energy resourced) classifications.
     
  ● Established Revenue Stream.  On April 25, 2023, we completed our acquisition of a 51% interest in Ecosynergie, a company focused on sustainable products and solutions based in Agadir, Morocco, establishing our first PCN host country. In connection with this PCN host facility, we intend to purchase two additional pyrolysis units, which are capable of processing up to 20 tons of plastic waste per day. We anticipate that this Moroccan facility will process up to 350 tons of plastic waste per day within the next 24 months, which would make it the largest plastic pyrolysis facility in the world. Since commencing operations in April 2023, Clean-Seas Morocco has generated $161,297 in revenue, with a gross margin of $127,435 from the provision of pyrolysis services and its sale of byproducts.
     
  ● West Virginia State Incentive Package. On June 12, 2023, Clean-Seas announced that it secured $12 million in state incentives, which includes $1.75 million in cash to establish a PCN facility outside of Charleston, West Virginia. Clean-Seas West Virginia, Inc., a West Virginia corporation (“Clean-Seas West Virginia”), has an existing feedstock supply agreement for 100 TPD of post-industrial plastic waste and is planned to be a PCN hub servicing the Mid-Atlantic states. The project will commence in phases, Phase 1 being 100 TPD, scaling up to 500 TPD. Additional project finance capital is in the process of being secured and the Company received the $1.75 million cash disbursement on September 25, 2023.
     
  ● Clean-Seas Arizona. Officially established on September 25, 2022, Clean-Seas Arizona, Inc., an Arizona corporation and wholly owned subsidiary of Clean-Seas (“Clean-Seas Arizona”) announced a Services Agreement with the Rob and Melani Walton Sustainability Solutions Service (“WS3”) and Arizona State University (“ASU”) to commission a PCN facility to service the Western United States, starting at 100 TPD and scaling to 500 TPD. The facility is currently planned to produce plastic precursors and clean fuels with the intent to transition to AquaH™.
     
  ● New Approach to Vertical Supply Chain. Our PCN is a patent-pending software network connecting sources of waste plastic (feedstock) with conversion facilities, which will produce environmentally friendly commodities. We intend to strategically locate the conversion facilities around the world in locations that are easily accessible and in close proximity to countries that produce a large amount of plastic waste. Currently, we have entered into contracts, letters of intent and/or joint venture agreements for the development of facilities in the following locations: Morocco, India, West Virginia, Arizona, Massachusetts, Michigan, Puerto Rico, France, Turkey and Sri Lanka.
     
  ● Large market opportunity for effective solution. Renewable energy is a large market we see with an unmet need. Plastic waste disposal affects all countries, including developing nations. With a more recent focus of governments on environmentally friendly waste removal solutions, we believe there is a large opportunity for us.
     
  ● Unique technology. Pyrolysis technology reduces plastic waste while creating valuable byproducts, such as precursors used in the production of new plastic products, hydrogen (our branded AquaH™) and other clean-burning fuels that can be used to generate clean energy. Our AquaH™ is unique because of how we produce it. Our process is unique in that we use waste plastic and the pyrolysis reaction to create a large volume of synthetic gas (syngas), split that syngas apart, remove the hydrogen and leave the methane, carbon monoxide and carbon dioxide to power the pyrolysis process. We believe our process, including the price, volume and efficiency in which we utilize the pyrolysis process is what differentiates us in the marketplace. Additionally, our relationships with vendors have allowed us to access to pyrolysis technology that is not available to other users of similar technology.

 

  ● Increased support for clean technologies to protect the environment. In recent years, we have seen an increased focus on environmental sustainability and more investors directing their investments towards companies based on ESG factors.
     
  ● New Approach to Vertical Supply Chain. The PCN is a patent-pending software network connecting sources of waste plastic (feedstock) with conversion facilities, which will produce environmentally friendly commodities. We intend to strategically locate the conversion facilities around the world in locations that are easily accessible and in close proximity to countries that produce a large amount of plastic waste. Currently, we have begun operations in Morocco and entered into contracts for the development of facilities in: India, West Virginia, Arizona, Michigan, Massachusetts, Puerto Rico, France, Turkey and Sri Lanka.

 

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Our Strategies and Competitive Advantages

 

Our main strategy is to focus on waste-to-energy projects in locations with a close proximity to plastic waste and are a part of municipalities that focus on clean energy projects. Based on this strategy, we are currently focused on waste-to-energy projects in Morocco, India, West Virginia, Arizona, Michigan, Massachusetts, Puerto Rico, France, Turkey and Sri Lanka. We believe there is a large supply of waste plastic for such projects and the demand for our byproducts (particularly plastic precursors) is and will continue to grow consistently.

 

Another strategy we employ is to develop projects that could generate environmental credits, which is another component of the clean energy and waste-to-energy industry in the United States. Recycling of waste plastic mitigates the need for fossil fuels for energy generation and the production of clean-burning diesel. We plan to aggregate these off-sets and sell them 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. These can be used as off-set as more governments impose a “Carbon-tax” on the end users of fossil fuels. In addition, we are seeing new exchanges coming online specifically focused on plastic waste, and credits will be sought after, allowing producers of plastic products to off-set their plastic footprint, much like what has happened in the carbon markets.

 

We believe our network and management’s global relationships give us a competitive advantage by being able to quickly identify sources of land, feedstock, applicable permits, technology, and off-take arrangements for projects in locations we see as valuable. Once a project has been identified, we leverage these relationships to organize and deploy projects in a manner that we believe is more efficient than competitors.

 

We currently expect our projects to generate revenue in several ways:

 

  ● Recycling Services. We currently estimate that gate fees or tipping fees will be paid to us to accept plastic waste from a government, municipality, or corporate entity that must dispose of its waste. Fees will be on a per ton basis and are expected to vary in range from approximately £18 per ton (excluding transport) to £25 per ton (including transport), depending on the jurisdiction, land availability, and daily volumes of waste.

 

  ●

Commodity Sales.

● Hydrogen and Other Fuels. Our pyrolysis facilities convert waste into gasses, such as AquaHTM, and other clean-burning fuels. The hydrogen and other fuels can be sold to off-takers as a cleaner fuel source for the production of new plastic products, for marine use (low sulfur oil made through pyrolysis can be used as a bunker fuel for low grade marine diesel), electrical generators, or refined into a clean-burning road grade fuel. Depending on the installation, this fuel output product can be sold to a local fuel distributor or used in the generator sets for the generation of electricity as above.

 

● Carbon Char. Carbon char is an additional byproduct of our pyrolysis technology, which is used for the manufacturing of bonding agents, roadway surfaces, and more. We intend to enter into agreements with consumers of carbon char to serve as an additional revenue stream to us.

 

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  ● 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 can 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. These can be used as off-set as more governments impose a “Carbon-tax” on the end users of fossil fuels. Additionally, plastic credits may be sold through plastic credit exchanges, such as the Plastic Credit Exchange (PCX), the HOPEx Environment Group, or similar established exchanges, to producers of new plastic products as a means of offsetting their plastic footprint.

 

  ● Equipment Sales. Clean Vision has entered into a Licensing Agreement (the “Kingsberry License Agreement”) with Kingsberry Fuel Cell, Inc. (“Kingsberry”) whereby we have obtained the exclusive, worldwide rights (exclusive of the United States and Canada) to the fuel cell intellectual property developed and manufactured by Kingsberry and Dr. K. Joel Berry for a term of five years, which we intend to sell to third-parties throughout the world. Once established, these sales will provide a revenue stream to us, as well as recurring revenue through a royalty model and ongoing service.

 

Summary of Risks

 

Before you invest in our securities, you should carefully consider all the information in this prospectus, including matters set forth in the section of this prospectus entitled “Risk Factors”. We believe that the following are some of the major risks and uncertainties that may affect us:

 

  ● Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern
     
  ● We have a history of operating losses, will likely continue to generate operating losses, we may not be able to achieve or sustain profitability, and to date we have not generated revenue sufficient to fund our ongoing operations.

 

  ● We are at an early stage of development of our current business line and we have a limited operating history, which makes it difficult to evaluate our business and prospects.

 

  ● We require additional financing, and we may not be able to raise funds on favorable terms or at all.

 

  ● Servicing our debt requires a significant amount of cash.
     
  ● Covenant restrictions under our indebtedness may limit our ability to operate our business.

 

  ● The equipment that is required for our operations is expensive and to date, three of which are operational and two of which are currently being manufactured.

 

  ● We do not yet have adequate internal controls and our failure to achieve and maintain effective internal control over financial reporting could have a material adverse effect on our business and share price.

 

  ● We are a holding company without any operations of our own and depend on our subsidiaries for cash to meet our obligations.

 

  ● We have not generated sufficient revenue or cash flow to pay our convertible debt in the principal amount of $4,150,602 as of October 30, 2023. 

 

  ● Our success depends on the acceptance of our products and services and that our products and services will develop and grow.

 

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  ● As public awareness of the benefits of fuel converted from waste plastic grows, we expect competition to increase.

 

  ● We face risks with obtaining raw materials.

 

  ● We do not believe that we will be able to negotiate worldwide exclusive rights to the technology we will need to acquire.

 

  ● Project construction and development requires significant outlays of capital and is subject to numerous risks.

 

  ● Failure to adequately manage our planned aggressive growth strategy may harm our business or increase our risk of failure.

 

  ● Our business model will depend on performance by third parties under contractual arrangements.

 

  ● Our operations in foreign markets could cause us to incur additional costs and risks associated with doing business internationally.

 

  ● Volatility in foreign exchange currency rates could adversely affect our financial condition and results of operations.

 

  ● Operations in the developing world could cause us to incur additional costs and risks associated with doing business in developing markets.

 

  ● Our business and reputation could be adversely affected if we or third parties with whom we have a relationship fail to comply with United States or foreign anti-corruption laws or regulations.

 

  ● If we are unable to maintain our corporate reputation, our business may suffer.

 

  ● We will incur significant increased costs as a result of operating as a public company and our management will be required to devote substantial time to new compliance initiatives.
     
  ● Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

 

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  ● Our stock price has been volatile and may continue to be volatile.
     
  ● The price of our Common Stock may have little or no relationship to the historical bid prices of our Common Stock on the OTCQB.
     
  ● We have a substantial number of authorized shares of Common Stock available for future issuance that could cause dilution of our stockholders’ interest and adversely impact the rights of holders of our Common Stock.

 

  ● The holders of our Series B Convertible Non-Voting Preferred Stock (the “Series B Preferred Stock”) and our Series C Convertible Preferred Stock (the “Series C Preferred Stock”) are protected from dilution upon future issuances of our Common Stock.

 

  ● Daniel Bates, our CEO and Chairman, owns 2,000,000 shares of Series C Preferred Stock, which shares of Series C Convertible Preferred Stock vote together with our Common Stock on all stockholder matters, and vote one hundred Common Stock votes per share of Series C Preferred Stock owned (the “Series C Preferred Voting Rights”). Such shares of Series C Preferred Stock automatically converted into 20,000,000 shares of Common Stock on January 1, 2023 and on such date the contractual right to vote the shares of Series C Preferred Stock in accordance with the Series C Preferred Voting Rights ceased. The conversion of the Series C Preferred Stock into Common Stock has not been effectuated with the Company’s transfer agent as of the date hereof.
     
  ● If it is determined that Mr. Bates still holds the contractual right to vote his Series C Preferred Stock in accordance with its terms, Mr. Bates will be able to influence our management and affairs and control the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.

 

  ● Ongoing litigation with holders of our Series B Preferred Stock could negatively impact our financial stability and reputation as the outcome of such matter is unknown and cannot be predicted.

 

  ● If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Common Stock, its trading price and volume could decline.

 

  ● We rely on our management and if they were to leave us or not devote sufficient time to our company, our business plan could be adversely affected.

 

  ● Our Bylaws provide for indemnification of officers and directors at our expense.

 

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  ● Failure to adequately manage our planned aggressive growth strategy may harm our business or increase our risk of failure.

  ● If we make any acquisitions, they may disrupt or have a negative impact on our business.

 

  ● We rely on network and information systems and other technologies for our business activities and certain events, such as computer hackings, viruses or other destructive or disruptive software or activities may disrupt our operations.

 

  ● We may apply working capital and future funding to uses that ultimately do not improve our operating results or increase the value of our securities.

 

  ● Claims, litigation, government investigations, and other proceedings may adversely affect our business and results of operations.

 

  ● We may incur indebtedness in the future which could reduce our financial flexibility, increase interest expense and adversely impact our operations and our costs.

 

  ● Our operations could be impacted by natural disaster.

 

  ● Delays in collection, or non-collection, of our accounts receivable could adversely affect our business, financial position, results of operations and liquidity.

 

  ● Our patent application may not issue as a patent, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

 

  ● We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

 

  ● If we are issued patents for our technology and such patents expire or are not maintained, our patent applications are not granted or our patent rights are contested, circumvented, invalidated or limited in scope, we may not be able to prevent others from selling, developing or exploiting competing technologies or products, which could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.

 

  ● We may become subject to claims that we or our employees have wrongfully used or disclosed alleged trade secrets.

 

  ● A significant portion of our intellectual property is not protected through patents or formal copyright registration.

 

  ● Confidentiality agreements may not adequately prevent disclosure of trade secrets and other proprietary information.
     
  ● We may need to defend ourselves against patent, copyright or trademark infringement claims.

  

  ● We are subject to extensive government regulation and changes thereto could have a material adverse effect on our business and financial condition, results of operations and cash flows.

 

  ● We may be unable to obtain, modify, or maintain the required regulatory permits, approvals and consents for our projects.

 

  ● We are subject to environmental laws and potential exposure to environmental liabilities.

 

  ● Changes in applicable laws and regulations can adversely affect our business, financial condition and results of operations.

 

  ● Anti-takeover provisions in our Bylaws, as well as provisions of Nevada law, might discourage, delay or prevent a change in control of our company or changes in our management.

 

  ● The Jumpstart Our Business Startup Act (the “JOBS Act”) allows us to postpone the date by which we must comply with certain laws and regulations and to reduce the amount of information provided in reports filed with the SEC.

 

  ● Our election not to opt out of the JOBS Act extended accounting transition period may not make our financial statements easily comparable to other companies.

 

  ● Global, regional and U.S. economic and geopolitical conditions may have adverse effects on our business and financial condition.

 

  ● We may not maintain sufficient insurance coverage for the risks associated with our business operations.

 

  ● We do not anticipate paying any cash dividends.

 

  ● Any failure to protect our intellectual property rights could impair our ability to protect our technology and our brand.

 

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Implications of Being an Emerging Growth Company and a Smaller Reporting Company

  

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the JOBS Act. As an emerging growth company, we have elected to take advantage of reduced reporting requirements and are relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

 

● we may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

 

● we are exempt from the requirement to obtain an attestation and report from our auditors on whether we maintained effective internal control over financial reporting under the Sarbanes-Oxley Act;

 

● we are permitted to provide less extensive disclosure about our executive compensation arrangements; and

 

● we are not required to give our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements.

 

We may take advantage of these provisions until December 31, 2028 so long as we continue to be an emerging growth company. We will continue to remain an “emerging growth company” until the earliest of the following: (i) December 31, 2028; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

 

We are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. To the extent that we continue to qualify as a “smaller reporting company” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an “emerging growth company” may continue to be available to us as a “smaller reporting company,” including exemption from compliance with the auditor attestation requirements pursuant to SOX and reduced disclosure about our executive compensation arrangements. We will continue to be a “smaller reporting company” until we have $250 million or more in public float (based on our Common Stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the event we have no public float (based on our Common Stock) or a public float (based on our Common Stock) that is less than $700 million, annual revenues of $100 million or more during the most recently completed fiscal year.

 

We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to avail ourselves of the extended transition period for complying with new or revised financial accounting standards. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.

 

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Recent Developments

 

Dorado Financing

 

On September 26, 2023 (the “Dorado Signing Date”), the Company entered into the Dorado Purchase Agreement with Dorado. Pursuant to the Dorado Purchase Agreement, on September 28, 2023, the Company issued and sold to Dorado (i) 10,000,000 shares of Common Stock to the Dorado (the “Dorado Shares”) at a purchase price of $0.0198 per share, or $198,000 in the aggregate, and (ii) 5,000,000 shares of restricted Common Stock to Dorado (the “Dorado Restricted Shares”). Additionally, the Dorado Purchase Agreement requires the Company to file a registration statement with the SEC covering the resale of the 10,000,000 Dorado Shares no later than 45 days following the Dorado Signing Date, which is satisfied upon the filing of the registration statement of which this prospectus forms a part. The Dorado Restricted Shares carry no registration rights that require or permit the filing of any registration statement in connection with such Dorado Restricted Shares and therefore may not be distributed or sold by Dorado unless such distribution or sale complies with Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). 

 

August 2023 Financing

 

On July 31, 2023, the Company entered into the August Purchase Agreement with the August Investor, pursuant to which the August Investor purchased the August Note in the original principal amount of $500,000. The transactions contemplated under the August Purchase Agreement closed on August 4, 2023.

 

The maturity date of the August Note is July 31, 2024 (the “August Note Maturity Date”). The August Note bears interest at a rate of 10% per annum (the “August Note Guaranteed Interest”), carries an original issue discount of 15% and has a conversion price of 90% per share of the lowest volume-weighted average price (“VWAP”) of the Common Stock during the 20 Trading Day period before such conversion. “Trading Day” means any day on which the Common Stock is traded on the OTCQB or other national securities exchange. The Company may prepay any portion of the outstanding principal amount and the August Note Guaranteed Interest at any time and from time to time, without penalty or premium, provided that any such prepayment will be applied first to any unpaid collection costs, then to any unpaid fees, then to any unpaid Default Rate (as defined in the August Note) interest, and any remaining amount shall be applied first to any unpaid August Note Guaranteed Interest and then to any unpaid principal amount.

 

The August Investor was granted a right of first refusal as the exclusive party with respect to any equity line of credit transaction or financing (an “Additional Financing”) that the Company enters into during the 24-month period after the issuance date of the August Note. In the event the Company enters into an Additional Financing, the Company must provide notice to August Investor not less than 10 Trading Days in advance of the proposed entry. If the August Investor accepts all usual and customary terms set forth in the Additional Financing notice, the August Investor must, within 20 Trading Days of receipt of the notice, prepare all relevant documents in respect thereof for execution and delivery by the Company, provided, however, that the Company’s outside counsel must prepare the relevant registration statement to be filed with the SEC no later than 45 days after the Company receives the documents.

 

The August Note provides that upon an event of default under the August Note, the principal amount and the August Guaranteed Interest then outstanding under the August Note become convertible into shares Common Stock pursuant to a notice provided by the August Investor to the Company. At any time after the occurrence of such an event of default, the outstanding principal amount and the outstanding August Guaranteed Interest then outstanding on the August Note, plus accrued but unpaid Default Rate interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become immediately due and payable at the August Investor’s option, in cash or in shares Common Stock at 120% of the outstanding principal amount of the August Note and accrued and unpaid interest, plus other amounts, costs, expenses and liquidated damages due in respect of the August Note.

 

In connection with the August Purchase Agreement, the Company also entered into a Registration Rights Agreement (the “August RRA”) whereby it agreed to file with the SEC a registration statement covering the resale of all of the registrable securities under the August RRA within thirty (30) days of the issuance of the August Note, which was filed and has been declared effective by the SEC.

 

 

10

 

 

 

Settlement Agreement

 

On July 3, 2023, the Company entered into a Settlement Agreement and Mutual Release (the “Percy Settlement Agreement”) with Christopher Percy and Daniel Bates, whereby the parties agreed to a global settlement of the lawsuit filed by the Company against Mr. Percy in September 2022 in Clark County, Nevada in the Eighth Judicial District Court (the “Nevada State Court”) (Case No: A-22-85843-B), with the case being subsequently removed to the United States District Court, District of Nevada (the “Nevada District Court”) (2:22-cv-01862-ART-NJK) and thereafter, Mr. Percy counterclaimed against Clean Vision and brought third-party claims against Mr. Bates (the “Percy Litigation”). Mr. Bates is currently serving as Chief Executive Officer and Chairman of the Company. Mr. Percy is no longer serving as an executive of the Company, and as of February 14, 2023, Mr. Percy ceased serving as a director.

 

The Percy Litigation arose from a dispute between the Company, Mr. Percy and Mr. Bates with respect to the management and operation of the Company, as well as Mr. Percy’s employment and position at the Company. On September 16, 2022, the Company commenced the Percy Litigation against Mr. Percy, alleging breach of fiduciary duty, fraud, conversion, business disparagement, declaratory relief, and injunctive relief. Thereafter, Mr. Percy removed the case to the Nevada District Court (Case No. 2:22-cv-01862-ART-NJK). The Company subsequently filed a motion to remand to state court on November 22, 2022. On December 1, 2022, Mr. Percy filed counterclaims against the Company for breach of contract, wrongful termination, breach of implied covenant of good faith and fair dealing, unjust enrichment, and indemnification. Mr. Percy also filed third-party claims against the Mr. Bates, alleging breach of fiduciary duty, equitable indemnity, and contribution.

 

Pursuant to the Percy Settlement Agreement, none of the parties admitted to fault or liability, Mr. Percy agreed to pay $150,000 to the Company (the “Percy Payment”) and, Mr. Bates agreed to remit $25,000 to Mr. Percy (the “Bates Payment” and, together with the Percy Payment, the “Percy Settlement Payments”). The Percy Settlement Payments were paid by the Company’s directors and officers insurance carrier (the “D&O Carrier”), with $150,000 being paid to the Company on July 19, 2023 and the Company remitting $25,000 to Mr. Percy on July 21, 2023. In addition, on August 4, 2023, the parties released the $5,000 Temporary Restraining Order/Preliminary Injunction bond (the “Percy Bond”) that was deposited with the Clerk of the Nevada State Court.

 

In addition, pursuant to the Percy Settlement Agreement, on July 18, 2023, the Company (i) issued 1,500,000 shares of Common Stock to Mr. Percy, (ii) reissued 3,000,000 shares of Common Stock to Mr. Percy that were previously cancelled by the Company, and (iii) withdrew its stop-transfer demand with respect to 4,200,000 shares of Common Stock owned by Mr. Percy (collectively, the “Percy Shares”). Under the Percy Settlement Agreement, Mr. Percy agreed to not sell, on any given trading day, the Percy Shares in an amount that exceeds more than 10% of the daily trading volume of the Common Stock, with such trading volume determined by the trading platform upon which the Common Stock is then traded.

 

As consideration for entering into the Settlement Agreement, the parties agreed to a customary mutual release of claims. On August 4, 2023, the Nevada District Court entered an Order granting dismissal of all claims, counterclaims, third-party claims, and affirmative defenses in the Percy Litigation, with prejudice, resulting in the Percy Litigation being vacated, closed and finally resolved on such date.

  

Corporate Information

 

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 website address is https://www.cleanvisioncorp.com. The reference to our website is an inactive textual reference only. The information on, or that can be accessed through, our website is not part of this prospectus. Investors should not rely on any such information in deciding whether to purchase our Common Stock.

 

Clean Vision was initially incorporated in Nevada as China Vitup Health Care Holdings, Inc. on September 15, 2006. Pursuant to an Agreement and Plan of Merger and Reorganization dated September 29, 2006, Tubac Holdings, Inc., a Wyoming corporation and a parent of the Company, was merged with and into the Company on October 2, 2006, with the Company as the surviving entity. On May 5, 2015, the Company changed its name to Emergency Pest Services, Inc. Pursuant to a Plan of Exchange dated August 3, 2015, the Company acquired Emergency Pest Services, Inc., a Florida corporation. Pursuant to a Plan of Exchange dated September 21, 2017, Byzen Digital Inc., a Seychelles corporation, was merged with and into the Company on November 4, 2017, with the Company as the surviving entity. On May 30, 2018, the Company changed its name to Byzen Digital Inc. On May 19, 2020, we changed our focus to clean energy and sustainability when we acquired Clean-Seas, which became our wholly-owned subsidiary. On March 12, 2021, the Company’s corporate name was changed to Clean Vision Corporation to be aligned with our focus on clean energy and sustainability.

  

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SUMMARY OF THE OFFERING

  

Issuer   Clean Vision Corporation
     
Shares of Common Stock offered by us   None
     
Shares of Common Stock offered by the Selling Shareholders   Up to 19,000,000 shares (1)
     
Shares of Common Stock outstanding before the Offering   604,103,984 shares (2)
     
Shares of Common Stock outstanding after completion of this offering, assuming the sale of all shares offered hereby   613,103,984 shares (2)
     
Offering Price   The Selling Shareholders may sell all or a portion of the Shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices.

 

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Use of proceeds   We will not receive any proceeds from the resale of the Shares by the Selling Shareholders. We will, however, receive proceeds from the Silverback Warrant if exercised through the payment of the exercise price in cash by Silverback, if any.  In the event that the Silverback Warrant is exercised for cash, we expect to use the proceeds from any such cash exercise for general corporate purposes. See “Use of Proceeds” on page 39 of this prospectus for more information.
     
Market for Common Stock   Our Common Stock is quoted on OTCQB under the symbol “CLNV”.
     
Risk Factors   The purchase of our securities involves a high degree of risk. The securities offered in this prospectus are for investment purposes only. Please refer to the section entitled “Risk Factors” before making an investment in our Common Stock.

  

(1) This amount consists of up to (i) 10,000,000 Dorado Shares issued to Dorado pursuant to the Dorado Purchase Agreement, and (ii) 9,000,000 Shares issuable upon exercise of the Silverback Warrant.

 

(2) The number of shares of our Common Stock to be outstanding after this Offering is based on the 604,103,984 shares of our Common Stock outstanding as of October 30, 2023, and excludes the following:

      

  ● 20,000,000 shares of Common Stock issuable upon conversion of the 2,000,000 issued and outstanding shares of Series B Preferred Stock, which shares automatically converted into 20,000,000 shares of Common Stock on January 1, 2023; however, the Company and holders of the Series B Preferred Stock are currently in a dispute and the Company’s Transfer Agent has been instructed to not issue the shares of Common Stock until such dispute has been resolved. Accordingly, although the shares of Common Stock thereunder have not been formally issued as of October 30, 2023, the shares of Series B Preferred Stock are no longer outstanding. On January 30, 2023, Leonard Tucker, LLC (“Tucker”), one of the holders of Series B Preferred Stock filed an action against the Company in the Second Judicial District Court of the State of Nevada (Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific performance and declaratory relief (the “Tucker Litigation”). The Company is contesting all allegations as set forth in the Tucker Litigation and the matter is currently scheduled to be resolved through binding arbitration in December 2023.

 

  ● 20,000,000 shares of Common Stock issuable upon conversion of the 2,000,000 issued and outstanding shares of Series C Preferred Stock, which shares automatically converted on January 1, 2023, but such conversion has not been effectuated as of October 30, 2023;
     
  ● up to 20,000,000 shares of Common Stock issuable to Coventry upon a default under the convertible promissory note issued on December 9, 2022 in the principal amount of $300,000;
     
  ● approximately 218,007,000 shares of Common Stock issuable upon the conversion of outstanding convertible promissory notes in the aggregate principal amount of $4,939,602; and
     
  ● up to approximately 116,944,802  shares of Common Stock issuable upon exercise of outstanding warrants. 

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SUMMARY FINANCIAL DATA

 

The following summary consolidated statements of operations data for the years ended December 31, 2022 and 2021 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data for the six months ended June 30, 2023 and 2022 and the consolidated balance sheets data as of June 30, 2023 are derived from our unaudited consolidated financial statements that are included elsewhere in this prospectus. The historical financial data presented below is not necessarily indicative of our financial results in future periods, and the results for the six months ended June 30, 2023 are not necessarily indicative of our operating results to be expected for the full fiscal year ending December 31, 2023 or any other period. You should read the summary consolidated financial data in conjunction with those financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Our unaudited consolidated financial statements have been prepared on a basis consistent with our audited financial statements and include all adjustments, consisting of normal and recurring adjustments that we consider necessary for a fair presentation of the financial position and results of operations as of and for such periods.

 

Historical results are included for illustrative and informational purposes only and are not necessarily indicative of results we expect in future periods, and results of interim periods are not necessarily indicative of results for the entire year. You should read the following summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes appearing elsewhere in this prospectus.

 

Summary Statements of Operations Data   Year ended
December 31, 2022		   Year ended
December 31, 2021
         
Revenue, net   $ —     $ —  
Cost of revenue     —       —  
Gross profit     —       —  
                 
General and administrative     1,287,030       373,095  
Payroll expense     829,364       824,393  
Officer stock compensation expense     516,042       536,125  
Director fees     171,000       18,500  
Professional fees     407,501       413,479  
Consulting     2,452,383       1,955,213  
Interest expense     250,404       1,187,033  
Loss on investment     —       150,000  
Change in fair value of derivative     —       576,573  
Net loss from continuing operations   $ (5,913,724 )   $ (6,034,411 )

 

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Summary Statements of Operations Data   Six Months ended
June 30, 2023		   Six Months ended
June 30, 2022
         
Revenue, net   $ 161,297     $ —  
Cost of revenue     33,862       —  
Gross profit     127,435       —  
                 
Consulting     694,498       782,960  
Professional fees     541,560       126,630  
Payroll expense     532,264       452,289  
Director fees     88,000       9,000  
General and administration expenses     760,803       596,970  
Total operating expense     2,617,125       1,967,849  
Loss from Operations     (2,489,690 )     (1,967,849 )
Interest expense     (1,709,153 )     (23,465 )
Change in fair value of derivative     1,136,079       —  
Loss on debt issuance     (2,676,526 )     (195,483 )
Gain on conversion of debt     260,882       —  
Gain on extinguishment of debt     17,500       —  
Net loss   $ (5,460,908 )   $ (2,186,797 )
Net loss attributed to non-controlling interest     33,294       —  
Net loss attributed to Clean Vision Corporation   $ (5,427,614 )   $ (2,186,797 )

 

    As of June 30, 2023
        Pro Forma
         
Balance Sheet Data   Actual   (1)
         
Cash   $ 394,304       769,304  
Total assets     9,359,505       9,734,505  
Total liabilities     11,432,548       11,932,548  
Working capital (deficit)     (9,338,863 )     (9,463,863 ) 
Accumulated deficit     (25,989,951 )     (26,114,951 )
Total stockholders’ equity (deficit)     (3,873,043 )     (3, 998,043 )

 

(1) The pro forma balance sheet data reflects (i) our receipt of $375,000 of net proceeds from the issuance of the August Note in the principal amount of $500,000.

   

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RISK FACTORS

 

Any investment in our securities involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our securities. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. Our Common Stock is quoted on the OTCQB under the symbol CLNV. This market is extremely limited, and the prices quoted are not a reliable indication of the value of our Common Stock. As of the date of this prospectus, there has been very limited trading of shares of our Common Stock. If and when our Common Stock is traded, the trading price could decline due to any of these risks, and an investor may lose all or part of his or her investment. Some of these factors have affected our financial condition and operating results in the past or are currently affecting us. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this prospectus.

 

 

Risks Relating to Our Business and Industry

 

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

 

We have insufficient cash on hand, a working capital deficit of $9,338,863 and incurred net losses from operations resulting in an accumulated deficit of $25,989,951, as of June 30, 2023 and had a net loss of $5,913,724 for the year ended December 31, 2022, while we had a net loss of $6,034,411 for the year ended December 31, 2021. We had a working capital deficit of $1,819,013 and incurred net losses from operations resulting in an accumulated deficit of $19,078,809, as of December 31, 2021. As of the date of this prospectus, we anticipate that we will only be able to fund our current operations through April 30, 2024, based upon our current financial standing. As a result, our independent registered public accounting firm has issued a report on our financial statements for the period ended December 31, 2022, that includes an explanatory paragraph referring to our recurring operating losses and expressing substantial doubt in our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity financing or other capital, attain further operating efficiencies, reduce expenditures, and, ultimately, generate revenue. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, if adequate funds are not available to us when we need it, we will be required to curtail our operations which would, in turn, further raise substantial doubt about our ability to continue as a going concern. The doubt regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all. Additionally, if we are unable to continue as a going concern, our stockholders may lose some or all of their investment in the Company.

 

We have a history of operating losses; will likely continue to generate operating losses and we may not be able to achieve or sustain profitability.

 

We are not profitable and have incurred an accumulated deficit of $25,989,951, as of June 30, 2023 and had a net loss of $5,427,614 for the six months ended June 30, 2023. We have incurred an accumulated deficit of $19,078,809, as of December 31, 2022 and had a net loss of $5,913,724 for the year ended December 31, 2022, while we had a net loss of $6,034,411 for the year ended December 31, 2021. We expect to continue to incur losses for the foreseeable future, and these losses could increase as we continue to work to develop our business. We were previously engaged in the digital currency industries. In May 2020, we identified a new direction for the Company when we acquired Clean-Seas and we adopted a new business strategy focused on clean energy and converting waste to energy. We have yet to commence profitable operations in either of those businesses, therefore, the Company is continuing to incur operating losses. There can be no assurance that we will ever generate significant sales or achieve profitability. Accordingly, the extent of future losses and the time required to achieve profitability, if ever, cannot be predicted.

 

Even if we achieve profitability in the future by adopting these new business strategies, we may not be able to sustain profitability in subsequent periods.

 

We also expect to experience negative cash flows for the foreseeable future as we fund our operating losses. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability would likely negatively impact the value of our securities and financing activities.

 

To date, we have not generated revenue from operations and we may not generate revenue from operations or that sources of revenue from financing will be available in the future.

 

To date, we have not generated any revenue from operations and have financed our operations through the sale of Common Stock in our Regulation A offering and the proceeds from the sale of convertible notes. There can be no assurance that we will generate revenue from operations or that sources of revenue from financing will be available or if available will be available upon favorable terms. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any debt financing or additional equity that we may raise may contain terms, such as liquidation and other preferences, that are not favorable to us or our stockholders.

 

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We are at an early stage of development and we have a limited operating history, which makes it difficult to evaluate our business and prospects.

  

We are at an early stage of development and we have a limited operating history in our current business line, which can make it difficult for investors to evaluate our operations and prospects and may increase the risks associated with investment into our company. We have insufficient results for investors to use to identify historical trends. Investors should consider our prospects considering the risk, expenses and difficulties we will encounter as an early-stage company. We have yet to demonstrate our ability to overcome the risks frequently encountered in the clean energy and waste to energy industries and are still subject to many of the risks common to early stage companies, including the uncertainty as to our ability to implement our business plan, market acceptance of our proposed business and services, under-capitalization, cash shortages, limitations with respect to personnel, financing and other resources and uncertainty of our ability to generate revenues. There is no assurance that our activities will be successful or will result in any revenues or profit, and the likelihood of our success must be considered in light of the stage of our development. There can be no assurance that we will be able to consummate our business strategy and plans, or that financial, technological, market, or other limitations may force us to modify, alter, significantly delay, or significantly impede the implementation of such plans. Our business plan is subject to all business risks associated with new business enterprises, including the absence of any significant operating history upon which to evaluate an investment. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the formation of a new business, the development of new strategy and the competitive environment in which we will operate. It is possible that we will incur losses in the future. Our revenue and income potential is unproven and our business model is continually evolving. We are subject to the risks inherent to the operation of a new business enterprise and cannot assure you that we will be able to successfully address these risks. There is no guarantee that we will be profitable, that our business will generate sufficient revenue or that we will have adequate working capital to meet its obligations as they become due.

 

Additionally, our industry segments are relatively new, and are constantly evolving. As a result, there is a lack of available information with which to forecast industry trends or patterns. There is no assurance that sustainable industry trends or preferences will develop that will lead to predictable growth or earnings forecasts for individual companies or the industry segment as a whole. We are also unable to determine what impact future governmental regulation may have on trends and preferences or patterns within our industry segment.

 

The equipment that is required for our operations is expensive and to date we have only acquired five pyrolysis units.

 

To date, we have acquired five pyrolysis units, three of which are operational and two of which are currently being manufactured. In order to implement our business plan, we estimate that we will need to acquire several additional units. We estimate that each unit we will acquire will cost approximately $30 million and will take approximately 6-12 months to receive from time of order, therefore, we will be required to outlay significant funds prior to receipt of units. Pyrolysis equipment could cost as much as $100 million, but we intend to use our efforts to purchase such equipment at the best available prices.

 

We require additional financing, and we may not be able to raise funds on favorable terms or at all.

 

We anticipate requiring further funds in the future to grow our operations and complete our business plan. The sources of additional capital are expected to be from the sale of securities. Any future sale of share capital will result in dilution to existing stockholders. Furthermore, we may incur debt in the future, and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability.

 

We may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to expand our operations and business, which might result in the value of our securities decreasing in value or becoming worthless. Additional financing may not be available to us on terms that are acceptable, or at all. Consequently, we may not be able to proceed with our intended business plans. Obtaining additional financing contains risks, including:

 

  ● additional equity financing may not be available to us on satisfactory terms, or at all, and any equity we are able to issue could lead to dilution for current stockholders;

 

  ● loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our directors;

 

  ● the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and

 

  ● if we fail to obtain required additional financing to grow our business, we will need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each of which would have a material adverse effect on our business, future prospects, and financial condition.

 

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Additionally, we may have difficulty obtaining additional funding, and we may have to accept terms that would adversely affect our stockholders. For example, the terms of any future financings may impose restrictions on our right to declare dividends or on the manner in which we conduct our business. Additionally, lending institutions or private investors may impose restrictions on a future decision by us to make capital expenditures, acquisitions or significant asset sales. If we are unable to raise additional funds, we may be forced to curtail or even abandon our business plan.

 

Failure to adequately manage our planned aggressive growth strategy may harm our business or increase our risk of failure.

 

For the foreseeable future, we intend to pursue an aggressive growth strategy for the expansion of our operations. Our ability to rapidly expand our operations will depend upon many factors, including our ability to work in a regulated environment, establish and maintain strategic relationships, and obtain adequate capital resources on acceptable terms. Any restrictions on our ability to expand may have a materially adverse effect on our business, results of operations, and financial condition. Accordingly, we may be unable to achieve our targets for growth, and our operations may not be successful or achieve anticipated operating results.

 

Additionally, our growth may place a significant strain on our managerial, administrative, operational, and financial resources and our infrastructure. Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us to, among other things:

 

  ● implement additional management information systems;
     
  ● further develop our operating, administrative, legal, financial, and accounting systems and controls;
     
  ● hire additional personnel;
     
  ● develop additional levels of management within our company; and
     
  ● maintain close coordination among our operations, legal, finance, sales and marketing, and client service and support personnel.

 

Failure to accomplish any of these requirements could impair our ability to grow and expand our operations.

 

We are a holding company without any operations of our own and depend on our subsidiaries for cash to meet our obligations.

 

We are a holding company and conduct all of our operations through our subsidiaries. Accordingly, repayment of our indebtedness, including the senior notes, in part, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by debt repayment, equity financing transactions or otherwise. Unless they are guarantors of the senior notes or other indebtedness, our subsidiaries do not have any obligation to pay amounts due on our indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness. Each of our subsidiaries is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the senior notes.

 

We have not generated sufficient revenue or cash flow to pay our convertible debt, and conversion of such debt into shares of Common Stock, which could cause significant dilution.

 

As of October 30, 2023, we had outstanding convertible debt in the principal amount of $4,150,602. To date, we have not generated sufficient revenue or cash flows to pay the balances owed under these notes and provide sufficient working capital to run our business. The outstanding principal amount of the notes is convertible at any time and from time to time at the election of the holder after certain periods of time into shares of our Common Stock at discounts to the market price of our Common Stock. In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the notes), the notes each will become immediately due and payable and we have agreed to pay additional default interest rates. We may not have sufficient cash resources or access to funding to repay such notes. Moreover, upon conversion of these notes, our current stockholders will suffer dilution, which could be significant.

 

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Servicing our debt requires a significant amount of cash. Our ability to generate sufficient cash to service our debt depends on many factors beyond our control.

 

Our ability to make payments on and to refinance our debt, to fund planned capital expenditures and to maintain sufficient working capital depends on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or from other sources in an amount sufficient to enable us to service our debt or to fund our other liquidity needs. If our cash flow and capital resources are insufficient to allow us to make scheduled payments on our debt, we may need to seek additional capital or restructure or refinance all or a portion of our debt on or before the maturity thereof, any of which could have a material adverse effect on our business, financial condition or results of operations. We cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or at all, or that the terms of that debt will allow any of the above alternative measures or that these measures would satisfy our scheduled debt service obligations. If we are unable to generate sufficient cash flow to repay or refinance our debt on favorable terms, it could significantly adversely affect our financial condition and the value of our outstanding debt. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. There can be no assurance that we will be able to obtain any financing when needed.

 

Covenant restrictions under our indebtedness may limit our ability to operate our business.

 

Our outstanding convertible notes contain, and our future indebtedness agreements may, contain covenants that restrict our ability to finance future operations or capital needs or to engage in other business activities. The notes restrict our ability to:

 

  ● incur, assume or guarantee or suffer to exist any indebtedness for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom other than Permitted Indebtedness (as defined in the notes);
     
  ● repurchase capital stock;
     
  ● repay any Indebtedness (as defined in the notes) other than certain secured notes which are no longer outstanding or Permitted Indebtedness or make other restricted payments including, without limitation, paying dividends and making investments;
     
  ● create liens;
     
  ● sell or otherwise dispose of assets; and
     
  ● enter into transactions with affiliates.

 

In addition, the notes contain price protection anti-dilution provisions that will discourage financing at prices below the conversion price of the notes and will result in a decrease in the conversion price of the notes if we should issue securities below such price.

 

Litigation with holders of Series B Preferred Stock could negatively impact our business.

 

On January 30, 2023, Tucker, one of the holders of the Company’s Series B Preferred Stock, commenced the Tucker Litigation against the Company, alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific performance and declaratory relief. The Tucker Litigation arises from the 3-year Consulting Agreement the Company entered into with Tucker on December 17, 2020 (the “Tucker Agreement”), whereby Tucker agreed to perform certain strategic and business development services to the Company in exchange for 2,000,000 shares of Series B Preferred Stock and a consulting fee of $20,000 per month. The 2,000,000 shares of Series B Preferred Stock held by Tucker automatically converted into 20,000,000 shares of Common Stock on January 1, 2023; however, the conversion of the Series B Preferred Stock into Common Stock has not been effectuated with the Company’ transfer agent as of the date hereof.

 

The Company is contesting the allegations in the Tucker Litigation and the matter is currently anticipated to be finally resolved through binding arbitration in December 2023. The outcome of such matter is unknown and cannot be predicted. If the Company is found to be liable for the causes of action as specific in the Tucker Litigation, the Company may be required to issue additional securities to Tucker, pay damages to Tucker in an amount that currently be estimated, or such other relief that cannot be determined at this time. A resolution of the Tucker Litigation that is not favorable to the Company could negatively impact the financial stability and reputation of the Company.

 

Our future success depends on the acceptance of our products and services, which may not happen, and that our products and services will develop and grow.

 

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. Although the market for clean energy and waste-to-energy is large, the market for fuel converted from waste through pyrolysis is new and currently 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 develop as anticipated. If the market for our products fails to develop or develops more slowly than we anticipate, our business could be adversely affected.

 

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As public awareness of the benefits of fuel converted from waste 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 waste 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:

 

  ● develop and expand their products and services more quickly;
     
  ● adapt faster to new or emerging technologies and changing customer needs and preferences;
     
  ● take advantage of acquisitions and other opportunities more readily;
     
  ● negotiate more favorable agreements with vendors and customers; and
     
  ● devote greater resources to marketing and selling their products or services.

 

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.

 

Disruptions in the political, regulatory, economic, and social conditions of the countries in which we conduct business could adversely affect our business or results of operations.

 

Our business model envisions us operating in various countries across the world. Instability and unforeseen changes in any of the markets in which we conduct business, including economically and politically volatile areas or conflict or rumor of conflict could have an adverse effect on the demand for our services and products, our financial condition, or our results of operations. These factors include, but are not limited to, the following:

 

  ● nationalization and expropriation;
     
  ● potentially burdensome taxation;
     
  ● inflationary and recessionary markets, including capital and equity markets;
     
  ● civil unrest, labor issues, political instability, disease outbreaks, terrorist attacks, cyber terrorism, military activity, and wars;
     
  ● increasing attention to global climate change resulting in pressure from stockholders, financial institutions and/or financial markets;
     
  ● supply disruptions in key oil producing countries;
     
  ● the ability of OPEC+ to set and maintain production levels and pricing;
     
  ● trade restrictions, trade protection measures, price controls, or trade disputes;

  ● sanctions, such as prohibitions or restrictions by the United States against countries that are the targets of economic sanctions, or are designated as state sponsors of terrorism;

 

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  ● foreign ownership restrictions;
     
  ● import or export licensing requirements;
     
  ● restrictions on operations, trade practices, trade partners, and investment decisions resulting from domestic and foreign laws, and regulations;
     
  ● regime changes;
     
  ● changes in, and the administration of, treaties, laws, and regulations including in response to public health issues;
     
  ● inability to repatriate income or capital;
     
  ● reductions in the availability of qualified personnel;
     
  ● foreign currency fluctuations or currency restrictions; and
     
  ● fluctuations in the interest rate component of forward foreign currency rates.

 

We may apply working capital and future funding to uses that ultimately do not improve our operating results or increase the value of our securities.

 

In general, we have complete discretion over the use of our working capital and any new investment capital we may obtain in the future. Because of the number and variety of factors that could determine our use of funds, our ultimate expenditure of funds (and their uses) may vary substantially from our current intended operating plan for such funds. Our management has broad discretion to use any or all of our available capital reserves. Our capital could be applied in ways that do not improve our operating results or otherwise increase the value of a stockholder’s investment.

 

We anticipate incurring indebtedness in the future which could reduce our financial flexibility, increase interest expense and adversely impact our operations and our costs.

 

We anticipate incurring significant amounts of indebtedness in the future. Our level of indebtedness could affect our operations in several ways, including the following:

 

  ● a significant portion of our cash flows is required to be used to service our indebtedness;
     
  ● a high level of debt increases our vulnerability to general adverse economic and industry conditions;
     
  ● covenants contained in the agreements governing our outstanding indebtedness limit our ability to borrow additional funds and provide additional security interests, dispose of assets, pay dividends and make certain investments;
     
  ● a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing; and
     
  ● debt covenants may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry.

 

A high level of indebtedness increases the risk that we may default on our debt obligations. We may not be able to generate sufficient cash flows to pay the principal or interest on our debt, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt. If we do not have sufficient funds and are otherwise unable to arrange financing, we may have to sell significant assets or have a portion of our assets foreclosed upon which could have a material adverse effect on our business, financial condition and results of operations.

 

We face risks relating to our reliance on subcontractors, suppliers, and our joint venture partners.

 

We generally rely on subcontractors, suppliers, and our joint venture partners for the performance of our contracts. Although we are not dependent upon any single supplier, certain geographic areas of our business or a project or group of projects may depend heavily on certain suppliers for raw materials or semi-finished goods.

 

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Any difficulty in engaging suitable subcontractors or acquiring equipment and materials could compromise our ability to generate a significant margin on a project or to complete such project within the allocated time frame. If subcontractors, suppliers or joint venture partners refuse to adhere to their contractual obligations with us, or are unable to do so due to a deterioration of their financial condition, we may be unable to find a suitable replacement at a comparable price, or at all. Moreover, the failure of one of our joint venture partners to perform their obligations in a timely and satisfactory manner could lead to additional obligations and costs being imposed on us as we may be obligated to assume our defaulting partner’s obligations or compensate our customers. Additionally, our supply chain, subcontractors, suppliers, and our joint venture partners may be adversely affected by the COVID-19 pandemic, which has created global shipping and logistics challenges such as extended shipping lead times and pricing pressures on transportation and logistics.

 

Any delay, failure to meet contractual obligations, or other event beyond our control or not foreseeable by us, that is attributable to a subcontractor, supplier or joint venture partner, could lead to delays in the overall progress of the project and/or generate significant extra costs. Even if we are entitled to make a claim for these extra costs against the defaulting supplier, subcontractor or joint venture partner, we may be unable to recover the entirety of these costs and this could materially adversely affect our business, financial condition or results of operations.

 

New capital asset construction projects are subject to risks, including delays and cost overruns, which could have a material adverse effect on our financial condition, or results of operations.

 

From time to time, we may be required to carry out capital asset construction projects to maintain, upgrade, and develop our asset base, and such projects are subject to risks of delay and cost overruns that are inherent in any large construction project, resulting from numerous factors including, but not limited to, the following:

 

  ● shortages of key equipment, materials or skilled labor;
     
  ● delays in the delivery of ordered materials and equipment;
     
  ● engineering issues;
     
  ● shipyard delays and performance issues; and
     
  ● failure to complete construction in time, or the inability to complete construction in accordance with design specifications, may result in the loss of revenue.

Additionally, capital expenditures for construction projects could materially exceed the initially planned investments, or there could be delays in putting such assets into operation.

 

We face risks associated with obtaining raw materials.

 

With regard to our Clean-Seas subsidiary, even though we believe there to be an abundant supply of waste plastic, it is expected that there will be increased competition for these plastic resources, with the result that it could have an effect on our profitability that we do not foresee at this time.

 

We do not believe that we will be able to negotiate worldwide exclusive rights to the technology we will need to acquire.

 

Our intent is to use existing pyrolysis technologies and to implement equipment that is available in the industrial marketplace. While we do not believe we will acquire worldwide rights, we expect that we will be able to obtain exclusive rights for specific territories. Accordingly, other competitors may license or otherwise obtain the use of the same technology for different locations.

 

Project construction and development requires significant outlays of capital and is subject to numerous risks.

 

The construction and development of our projects involves numerous risks. We are required to outlay significant capital for preliminary engineering, permitting, legal, and other expenses before we can determine whether a project is feasible or economically attractive. In order to successfully construct and develop our projects, we need to negotiate satisfactory engineering, procurement and construction agreements and feedstock supply agreements, receive all required governmental permits and approvals, obtain financing, and timely implement construction and development. Successful completion of a particular project may be adversely affected by numerous factors, including: (i) failure or delay in obtaining required government permits and approvals with acceptable conditions; (ii) unavailability of financing; (iii) uncertainties relating to land costs for projects; (iv) engineering problems; (v) construction delays and contractor performance shortfalls; (vi) work stoppages; (vii) cost overruns; (viii) failure of equipment and materials supply; (ix) adverse weather conditions; and (x) environmental and geological conditions. Our ability to become profitable in the future will not only depend on our ability to complete the construction and development of our projects but also to control our capital expenditures and costs. If we are unable to cost efficiently construct, develop and deploy our projects and provide our products and services, our business, prospects, financial condition, results of operations, and cash flows would be materially and adversely affected.

 

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Our business model will depend on performance by third parties under contractual arrangements.

 

Our businesses will depend on third parties to, among other things, own and/or operate our projects, obtain necessary permits, purchase energy produced by our projects, and supply and deliver the goods and services necessary for the construction and operation of our projects. Further, the design, development and delivery of fuel cells is dependent upon performance by Kingsberry Fuel Cell Corporation pursuant to a Licensing Agreement.

 

The viability of our projects depends significantly upon the performance of these third parties, and others that we hope to enter into agreements within the near future, in accordance with long-term contracts. If these third parties cannot or will not perform their contractual obligations, whether due to their financial condition, force majeure events, changes in laws or regulations, or otherwise, we may not be able to secure alternate arrangements on substantially the same terms or at all for the goods and services provided under such contracts. In addition, some of the owners and operators of our projects may be smaller companies that are more likely to experience financial and operational difficulties than relatively larger, well-established companies, which could result in interruptions or delays in the operation of our projects. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

 

Our operations in foreign markets could cause us to incur additional costs and risks associated with doing business internationally.

 

We currently are conducting operations in India and Morocco and we plan to commence operations in France, Turkey, Sri Lanka, Puerto Rico, Michigan, Massachusetts, Arizona and West Virginia. Our operations in markets outside the United States subject us to additional costs and risks, including:

 

  ● compliance with foreign requirements regulating the environment and the waste-to-energy market;
     
  ● difficulties in establishing, staffing and managing international operations;
     
  ● U.S. laws and regulations related to foreign operations, including tax and anti-corruption laws and regulations;
     
  ● differing intellectual property laws;
     
  ● differing contract laws that impact the enforceability of agreements among energy suppliers and energy consumers;
     
  ● imposition of special taxes;
     
  ● strong national and international competitors;
     
  ● currency exchange rate fluctuations; and
     
  ● political and economic instability in the countries in which we operate.

 

Our failure to manage the risks associated with international operations could limit the future growth of our business and adversely affect our business, financial condition and results of operations. We may be required to make a substantial financial investment and expend significant management efforts in connection with our international operations.

 

Volatility in foreign exchange currency rates could adversely affect our financial condition and results of operations.

 

We may have significant exposure to revenues, expenses and certain asset and liability balances denominated in currencies other than the U.S. Dollar. In addition, we conduct transactions in various currencies, which increases our exposure to fluctuations in foreign currency exchange rates relative to the U.S. Dollar. Fluctuations in the exchange rates of currencies relative to the U.S. Dollar may significantly affect our operating results and equity earnings. Our operating and equity earnings are adversely affected when the U.S. Dollar strengthens relative to other currencies and are positively affected when the U.S. Dollar weakens. In the future, a larger portion of our international revenue may be denominated in foreign currencies, which will subject us to additional risks associated with fluctuations in those foreign currencies. In addition, we may be unable to successfully hedge against any such fluctuations.

 

Operations in the developing world could cause us to incur additional costs and risks associated with doing business in developing markets.

 

We may seek to operate in the developing world, which would make us vulnerable to political, economic and social instability in such areas. Many areas of the developing world have experienced political, economic and social uncertainty in recent years, including an economic crisis characterized in some cases by increased inflation, high domestic interest rates, negative economic growth, reduced consumer purchasing power and high unemployment. Currently, many of the countries in the developing world where we have been or may be pursuing projects have been pursuing economic stabilization policies, including the encouragement of foreign trade and investment and other reforms, but there is no guarantee these policies will be successful or stay in place. Political, economic and social instability in these countries may have an adverse effect on our business, financial condition and results of operations.

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Our business and reputation could be adversely affected if we or third parties with whom we have a relationship fail to comply with United States or foreign anti-corruption laws or regulations.

 

Our business and operations may be conducted in countries where corruption has historically penetrated the economy to a greater extent than in the United States. It is our policy to comply, and to require our local partners and those with whom we do business to comply, with all applicable anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act, and with applicable local laws of the foreign countries in which we operate. Our business and reputation may be adversely affected if we or our local partners fail to comply with such laws.

 

If we are unable to maintain our corporate reputation, our business may suffer.

 

Our success depends on our ability to maintain our corporate reputation. Adverse publicity surrounding any aspect of our business, or due to any failure on our part to comply with laws to which we are subject, could negatively affect our Company’s overall reputation.

 

Our operations could be impacted by natural disaster.

 

The occurrence of natural disasters in the markets in which we operate could disrupt our business operations and personnel located in the affected areas and, in the case of our corporate office, our ability to provide administrative support services, including billing and collection services.

 

For example, our operations could be rendered inoperable, temporarily or permanently, as a result of a fire or other natural disaster or by a terrorist or other attack on one of our facilities. The security and other measures we, and the property owners, take to protect against these risks may not be sufficient. Our insurance may not be adequate to cover the losses we suffer as a result of any of these events. In the event of an uninsured loss, including a loss in excess of insured limits, at any of the facilities in our network, such facilities may not be adequately repaired in a timely manner or at all and we may lose some or all of the future revenues anticipated to be derived from such facilities.

 

Delays in collection, or non-collection, of our accounts receivable could adversely affect our business, financial position, results of operations and liquidity.

 

Prompt billing and collection are important factors in our liquidity. Billing and collection of our accounts receivable are subject to the complex regulations. Our inability to bill and collect on a timely basis pursuant to these regulations and rules could subject us to payment delays that could have a material adverse effect on our business, financial position, results of operations and liquidity. It is possible that documentation support, system problems, or other payor issues may materially adversely affect our working capital, and our working capital management procedures may not successfully mitigate this risk.

 

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Intellectual Property Risks

 

Our patent application may not issue as a patent, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

 

We currently have one patent application pending with the USPTO, for our PCN, a system and method for securing, storing and converting plastic waste to produce environmentally friendly commodities and clean-fuels, which is able to (i) reduce waste deposited into landfills, (ii) reduce incineration, (iii) mitigate the use of fossil fuel products, and (iv) provide a system useful for establishing plastic waste recycling and collection infrastructure.

 

There is no guarantee that our pending patent application will be approved. We cannot be certain that we are the first inventor of the subject matter to which we have filed a particular patent application, or that we are the first party to file such a patent application. If another party has filed a patent application for the same subject matter as we have, we may not be entitled to the protection sought by the patent application. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, we cannot be certain that the patent application that we have filed for our Plastic Conversion Network will issue, or that our issued patents will afford protection against competitors with similar technology. In addition, our competitors may design around our issued patents, which may adversely affect our business, prospects, financial condition, results of operations, and cash flows.

 

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

 

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position. We rely on a combination of patent, trade secret (including those in our know-how), and other intellectual property laws, as well as employee and third-party nondisclosure agreements, intellectual property licenses, and other contractual rights to establish and protect our rights in our technology and intellectual property. Our patent or trademark applications may not be granted, any patents or trademark registrations that may be issued to us may not sufficiently protect our intellectual property and any of our issued patents, trademark registrations or other intellectual property rights may be challenged by third parties. Any of these scenarios may result in limitations in the scope of our intellectual property or restrictions on our use of our intellectual property or may adversely affect the conduct of our business. Despite our efforts to protect our intellectual property rights, third parties may attempt to copy or otherwise obtain and use our intellectual property or seek court declarations that they do not infringe upon our intellectual property rights. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be successful. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.

 

Patent, trademark, and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue which would adversely affect our business, prospects, financial condition, results of operations, and cash flows.

 

Any failure to protect our intellectual property rights could impair our ability to protect our technology and our brand.

 

Our success depends in part on our ability to enforce our intellectual property and other proprietary rights. We have one patent application pending with the USPTO related to our PCN, but no patents currently granted, and rely upon a combination of trademark and trade secret laws, as well as license and other contractual provisions, to protect our intellectual property and other proprietary rights. These laws, procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. To the extent that our intellectual property and other proprietary rights are not adequately protected, third parties may gain access to our proprietary information, develop and market solutions similar to ours or use trademarks similar to ours, each of which could materially harm our business. The failure to adequately protect our intellectual property and other proprietary rights could have a material adverse effect on our business, financial condition and results of operations.

  

If any issued patent expires or is not maintained, our patent applications are not granted or our patent rights are contested, circumvented, invalidated or limited in scope, we may not be able to prevent others from selling, developing or exploiting competing technologies or products, which could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.

 

We cannot assure you that our pending application will issue as a patent. Even if our patent application issues into a patent, the patents may be contested, circumvented or invalidated in the future. In addition, the rights granted under any issued patent may not provide us with adequate protection or competitive advantages. The claims under any patent that issues from our patent application may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The intellectual property rights of others could also bar us from licensing and exploiting any patents that issue from our pending applications. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. Many of these existing patents and patent applications might have priority over our patent applications and could subject our patents to invalidation or our patent applications to rejection. Finally, in addition to patents and patent applications that were filed before our patents and patent applications, any of our existing or future patents may also be challenged by others on the basis that they are invalid or unenforceable.

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We may in the future become, subject to claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers.

 

In the event we hire employees that were previously employed by other companies with similar or related technology, products or services, we may in the future become subject to claims that we or these employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of former employers. Litigation may be necessary to defend against these claims. If we fail in defending such claims, we may be forced to pay monetary damages or be enjoined from using certain technology, products, services or knowledge. Even if we are successful in defending against these claims, litigation could result in substantial costs and demand on management resources.

 

A significant portion of our intellectual property is not protected through patents or formal copyright registration. As a result, we do not have the full benefit of patent or copyright laws to prevent others from replicating our products, product candidates and brands.

 

We have not protected certain of our intellectual property rights through patents or formal copyright registration, and we do not currently have any issued patents. There can be no assurance that any patent will issue or if issued that the patent will protect our intellectual property. As a result, we may not be able to protect our intellectual property and trade secrets or prevent others from independently developing substantially equivalent proprietary information and techniques or from otherwise gaining access to our intellectual property or trade secrets. In such an instance, our competitors could produce products that are nearly identical to ours resulting in us selling less products or generating less revenue from our sales.

 

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

 

We rely on trade secrets, know-how and technology, which are not protected by patents, to protect certain of the intellectual property behind our Plastic Conversion Network. We have recently begun to use confidentiality agreements with our collaborators, employees, consultants, outside collaborators and other advisors to protect our proprietary technology and processes. We intend to use such agreements in the future, but these agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases, we could not assert any trade secret rights against such party. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

 

We may need to defend ourselves against patent, copyright or trademark infringement claims, which may be time-consuming and would cause us to incur substantial costs.

 

The status of the protection of our intellectual property is unsettled as we do not have any issued patents, registered trademarks or registered copyrights and other than the pending patent application for PCN, we have not applied for the same. Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell or market our projects, products and services, which could make it more difficult for us to operate our business. In the future, we may receive communications from third parties that allege our products or components thereof are covered by their patents or trademarks or other intellectual property rights, we have not received any communication of this kind to date. Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights. If we are determined to have infringed upon a third-party’s intellectual property rights, we may be required to do one or more of the following:

 

  ● cease making, using, selling or offering to sell processes, goods or services that incorporate or use the third-party intellectual property;
     
  ● pay substantial damages;

 

  ● seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all;

 

  ● redesign our projects or other goods or services to avoid infringing the third-party intellectual property;

 

  ● establish and maintain alternative branding for our products and services; or

 

  ● find-third providers of any part or service that is the subject of the intellectual property claim.

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In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology or other intellectual property right, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

 

Risks Relating to Governmental Regulation

 

We are subject to extensive governmental regulation. Any changes to the laws and regulations governing our business, or to the interpretation and enforcement of those laws or regulations, could have a material adverse effect on our business and financial condition, results of operations and cash flows.

 

Currently there are no federal laws restricting or regulating pyrolysis; however, the Environmental Protection Agency (the “EPA”) has released an advance notice of proposed rulemaking on pyrolysis and gasification units. As of January 2022, twenty-one states have passed legislation that will regulate advanced recycling technologies such as pyrolysis as manufacturing operations rather than waste. Waste handling requirements are much stricter than manufacturing requirements. Michigan and Arizona, where Clean-Seas is currently establishing facilities, have passed such legislation.

 

Federal and state laws and regulations also impact how we conduct our business, the services we offer and our interactions with customers, our employees and the public and impose certain requirements on us such as:

 

 

  ●  licensure and certification;
     
  ●  operating policies and procedures;
     
  ●  emergency preparedness risk assessments and policies and procedures;
     
  ●  policies and procedures regarding employee relations;
     
  ●  addition of facilities and services;
     
  ●  billing for services;
     
  ●  requirements for utilization of services; and
     
  ● reporting and maintaining records regarding adverse events
     

These laws and regulations, and their interpretations, are subject to change. Changes in existing laws and regulations, or their interpretations, or the enactment of new laws or regulations could have a material adverse effect on our business and financial condition, results of operations and cash flows by:

 

 

  ● increasing our administrative and other costs;
     
  ● increasing or decreasing mandated services;
     
  ● causing us to abandon business opportunities we might have otherwise pursued; or
     
  ● requiring us to implement additional or different programs and systems.

 

Due to the associated quantities of hazardous substances and waste, our industry is highly regulated and monitored by various environmental regulatory authorities such as the EPA, federal or state analogs in other countries and the European Union, which promulgated the Industrial Emission Directive. We intend to rely upon our local partners in each jurisdiction in which we operate, including India and Morocco and other jurisdictions to be established in the future, to ensure compliance with the local regulatory authorities. As such, we are subject to extensive international, national, state and local laws, regulations and directives pertaining to pollution and protection of the environment, health and safety, which govern, among other things, emissions to the air, discharges onto land or waters, the maintenance of safe conditions in the workplace, and the generation, handling, storage, transportation, treatment and disposal of waste materials. Some of these laws, regulations and directives are subject to varying and conflicting interpretations. Many of these laws, regulations and directives provide for substantial fines and potential criminal sanctions for violations and require the installation of costly pollution control equipment or operational changes to limit pollution emissions or reduce the likelihood or impact of hazardous substance releases, whether permitted or not. New laws, rules and regulations as well as changes to laws, rules and regulations may also affect us.

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Local, state, federal and foreign governments have increasingly proposed or implemented restrictions on certain plastic-based products, including single-use plastics and plastic food packaging. Plastics have also faced increased public scrutiny due to negative coverage of plastic waste in the environment. Increased regulation on the use of plastics could cause reduced demand for our polyethylene products, which could adversely affect our business, operating results and financial condition.

 

We may be unable to obtain, modify, or maintain the regulatory permits, approvals and consents required to construct and operate our projects.

 

In order to construct and operate our projects, we must obtain and modify numerous environmental and other regulatory permits and certifications from federal, state and local agencies and authorities, including air permits and wastewater discharge permits. A number of these permits and certifications must be obtained prior to the start of a project, while other permits are required to be obtained at or prior to the time of first commercial operation or within prescribed time frames following commencement of commercial operations. Any failure to obtain or modify the necessary environmental and other regulatory permits and certifications on a timely basis could delay the commercial operation of our projects. In addition, once a permit or certification has been issued for a project, we must take steps to comply with each permit’s or certification’s conditions, which can include conditions as to timely commencement of the project. Failure to comply with these conditions could result in revocation or suspension of the permit or certification and/or the imposition of penalties or other consequences. We also may need to modify existing permits to reflect changes in project design or requirements, which could trigger a legal or regulatory review under a standard that may be more stringent than when the permits were originally granted.

 

Obtaining and modifying necessary permits and certifications is a time-consuming and expensive process, and we may not be able to obtain or modify them on a timely basis or at all. In the event that we fail to obtain or modify all necessary permits and certifications, we may be forced to delay construction or operation of a project or abandon the project altogether, which could have a material adverse effect on our business, financial condition and results of operations. In addition, we may be required to make capital expenditures on an ongoing basis to comply with increasingly stringent federal, state, provincial and local environmental, health and safety laws, regulations and permits.

 

We are subject to environmental laws and potential exposure to environmental liabilities.

 

Because of the nature of our projects, we are subject to various federal, state and local environmental laws and regulations that govern our operations, including the import, handling and disposal of non-hazardous and hazardous wastes, and emissions and discharges into the environment. Failure to comply with these laws and regulations could result in costs for corrective action, penalties or the imposition of other liabilities. We also are subject to laws and regulations that impose liability and clean-up responsibility for releases of hazardous substances into the environment. Under certain of these laws and regulations, a current or previous owner or operator of property may be liable for the costs of remediating the release or spill of hazardous substances or petroleum products on or from its property, without regard to whether the owner or operator knew of, or caused, the contamination, and such owner or operator may incur liability to third parties impacted by such contamination. Failure to comply with applicable environmental laws and regulations and the imposition of environmental liability could have a material adverse effect on our business, financial condition and results of operations.

 

Changes in applicable laws and regulations can adversely affect our business, financial condition and results of operations.

 

There has been substantial debate recently in the United States and abroad in the context of environmental and energy policies affecting climate change, the outcome of which could have a positive or negative influence on our existing business and our prospects for growing our business. Governmental entities that regulate our operations or projects may adopt new laws, regulations or policies, or amend or change the interpretation of existing laws, regulations or policies, at any time. We have no control over these changes, which could potentially have an adverse effect on our business, prospects, financial condition and results of operations.

 

Risks Relating to Tax and Accounting

 

We do not yet have adequate internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

 

As a public company, we will be subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. We expect that the requirements of these rules and regulations will increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.

 

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The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting.

 

We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and in accordance with GAAP. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

 

We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff. However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.

 

We have not yet retained sufficient staff or engaged sufficient outside consultants with appropriate experience in GAAP presentation, especially of complex instruments, to devise and implement effective disclosure controls and procedures, or internal controls. We will be required to expend time and resources hiring and engaging additional staff and outside consultants with the appropriate experience to remedy these weaknesses. We cannot assure you that management will be successful in locating and retaining appropriate candidates; that newly engaged staff or outside consultants will be successful in remedying material weaknesses thus far identified or identifying material weaknesses in the future; or that appropriate candidates will be located and retained prior to these deficiencies resulting in material and adverse effects on our business.

 

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business, including increased complexity resulting from our international expansion. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that we file with the SEC. Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our Common Stock.

 

 

Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and cause a decline in the market price of our Common Stock.

 

Our failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act as a public company could have a material adverse effect on our business and share price.

 

Section 404(a) of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we would expect to file with the SEC. Additionally, once we are no longer an emerging growth company, as defined by the JOBS Act, our independent registered public accounting firm will be required pursuant to Section 404(b) of the Sarbanes-Oxley Act to attest to the effectiveness of our internal control over financial reporting on an annual basis. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation.

 

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. We are in the process of reviewing, documenting, and testing our internal control over financial reporting, but we are not currently in compliance with, and we cannot be certain when we will be able to implement, the requirements of Section 404(a). We may encounter problems or delays in implementing any changes necessary to make a favorable assessment of our internal control over financial reporting. In addition, we may encounter problems or delays in completing the implementation of any public accounting firm after we cease to be an emerging growth company. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls after we cease to be an emerging growth company, investors could lose confidence in our financial information and the price of our Common Stock could decline.

 

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Additionally, the existence of any material weakness or significant deficiency requires management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations, and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and share price.

 

We incur significant increased costs as a result of operating as a public company and our management will be required to devote substantial time to compliance initiatives.

 

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC, has imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to compliance initiatives. Moreover, we anticipate that compliance with applicable rules and regulations will increase our legal, accounting and financial compliance costs substantially. In addition, these rules and regulations may make our activities related to legal, accounting and financial compliance more difficult, time-consuming and costly and may also place undue strain on our personnel, systems and resources. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our auditors identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain our current levels of such coverage. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase our costs.

 

Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

 

Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be limited. In general, an “ownership change” occurs if the aggregate stock ownership of one or more stockholders or groups of stockholders who own at least 5% of a corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. If it is determined that we have in the past experienced any ownership changes, or if we experience ownership changes as a result of future transactions in our stock, our ability to use our net operating loss carryforwards and other tax attributes to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us.

 

Risks Relating to our Common Stock and Other Securities

 

Our stock price has been volatile and may continue to be volatile and your investment in our Common Stock could suffer a decline in value.

 

The dollar volume trading in our stock is low and we cannot assure you that any significant market will develop. As a result, any reported prices may not reflect the price at which you would be able to sell shares if you want to sell any shares you own or buy shares if you wish to buy shares. Further, stocks with a low trading volume may be more subject to manipulation than a stock that has a significant public float. The price of our stock may fluctuate significantly in response to a number of factors, many of which are beyond our control. These factors include, but are not limited to, the following, in addition to the risks described above and general market and economic conditions:

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·         our low stock price, which may result in a modest dollar purchase or sale of our Common Stock having a disproportionately large effect on the stock price;

·         the market’s perception as to our ability to generate positive cash flow or earnings;

·         changes in our or securities analysts’ estimate of our financial performance;

·         our ability or perceived ability to obtain necessary financing for our operations;

·         the anticipated or actual results of our operations;

·         concern about our lack of internal controls;

·         any discrepancy between anticipated or projected results and actual results of our operations;

·        actions by third parties to either sell or purchase stock in quantities which would have a significant effect on our stock price;

·        other factors not within our control;

·       general economic, industry and market conditions; and

·       other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, such as the recent Russian invasion of Ukraine as well as continued and any new sanctions against Russia by, among others, the E.U., the U.S., and the U.K, which restrict a wide range of trade and financial dealings with Russia and Russian persons, public health issues including health epidemics or pandemics, such as the outbreak of the novel coronavirus (COVID-19), and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations, disrupt the operations of our suppliers or result in political or economic instability.

 

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the actual or expected operating performance and financial condition of particular companies. These market fluctuations may also materially and adversely affect the market price of our Common Stock and Warrants. As a result, you may be unable to resell your shares of our Common Stock at a desired price and any volatility in our market price, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Common Stock.

 

The price of our Common Stock may have little or no relationship to the historical bid prices of our Common Stock on the OTCQB.

 

There has been no public market for our capital stock other than the OTCQB. Given the limited history of sales, among other factors, this information may have little or no relation to broader market demand for our Common Stock and thus the price of our Common Stock. As a result, you should not rely on these historical sales prices as they may differ materially from the subsequent prices of our Common Stock.

 

We have a substantial number of authorized shares of Common Stock available for future issuance that could cause dilution of our stockholders’ interest and adversely impact the rights of holders of our Common Stock.

 

We have a total of 2,000,000,000 shares of Common Stock authorized for issuance and up to 10,000,000 shares of preferred stock with the rights, preferences and privileges that the Company’s Board of Directors (the “Board”) may determine from time to time. As of October 30, 2023, we had 604,103,984 shares of Common Stock issued and outstanding. Of the 10,000,000 shares of authorized preferred stock of the Company, 2,000,000 shares are designated as Series A Redeemable Preferred Stock, of which none are outstanding; 2,000,000 shares are designated as Series B Preferred Stock, of which 2,000,000 were outstanding and converted to 20,000,000 shares of Common Stock automatically on January 1, 2023, but such conversion has not been effected as of the date hereof; and 2,000,000 shares are designated as Series C Preferred Stock, of which 2,000,000 shares were outstanding and automatically converted to 20,000,000 shares of Common Stock automatically on January 1, 2023, but such conversion has not been effected as of the date hereof. 

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The shares of Series B Preferred Stock automatically converted into 20,000,000 shares of Common Stock on January 1, 2023; however, the Company and holders of the Series B Preferred Stock are currently in a dispute and the Company’s Transfer Agent has been instructed not to issue the shares of Common Stock until the dispute has been resolved. Accordingly, although as of the date hereof, the shares of Series B Preferred Stock are no longer outstanding, the shares of Common Stock thereunder have not been issued as of the date hereof.

 

On January 30, 2023, Tucker, one of the holders of Series B Preferred Stock filed an action against the Company in the Second Judicial District Court of the State of Nevada (Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific performance and declaratory relief. The Company is contesting such action.

 

The shares of Series C Preferred Stock, held by our CEO, Daniel Bates, automatically converted into 20,000,000 shares of Common Stock on January 1, 2023; however as of the date hereof such conversion has not been effectuated.

 

We may seek financing that could result in the issuance of additional shares of our capital stock and/or rights to acquire additional shares of our capital stock. We may also make acquisitions that result in issuances of additional shares of our capital stock. Those additional issuances of capital stock would result in a significant reduction of your percentage interest in us. Furthermore, the book value per share of our Common Stock may be reduced. This reduction would occur if the exercise price of any issued warrants, the conversion price of any convertible notes is lower than the book value per share of our Common Stock at the time of such exercise or conversion.

 

The addition of a substantial number of shares of our Common Stock into the market or by the registration of any of our other securities under the Securities Act, may significantly and negatively affect the prevailing market price for our Common Stock. The future sales of shares of our Common Stock issuable upon the exercise of outstanding warrants or convertible securities may have a depressive effect on the market price of our Common Stock, as such warrants would be more likely to be exercised at a time when the price of our Common Stock is greater than the exercise price.

 

The holders of our Series B Preferred Stock and our Series C Preferred Stock are protected from dilution upon future issuances of our Common Stock.

 

The Certificate of Designations for our Series B Preferred Stock and our Series C Preferred Stock contain provisions protecting the holders of such shares from dilution upon future issuances of our Common Stock such that for a period of two years after such shares of preferred stock convert to Common Stock they will maintain a twenty percent ownership interest in the common and preferred stock on a fully diluted basis. Accordingly, any future issuances of stock during such two- year period will result in dilution to all stockholders other than the holders of our Series B Preferred Stock and our Series C Preferred Stock. Such provisions may prevent future changes of control that the Board believes are in our best interest and allow the holders of our Series B Preferred Stock and our Series C Preferred Stock to influence our management and affairs and control the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.

 

We do not anticipate paying any cash dividends.

 

We presently do not anticipate that we will pay any dividends on any of our capital stock in the foreseeable future. The payment of dividends, if any, would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of the Board. We presently intend to retain all earnings, if any, to implement our business plan; accordingly, we do not anticipate the declaration of any dividends in the foreseeable future.

 

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Common Stock, its trading price and volume could decline.

 

We expect the trading market for our Common Stock to be influenced by the research and reports that industry or securities analysts publish about us, our business or our industry. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock may be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline and our Common Stock to be less liquid. Moreover, if one or more of the analysts who cover us downgrades our stock or publishes inaccurate or unfavorable research about our business, or if our results of operations do not meet their expectations, our stock price could decline.

 

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Stockholders may face significant restrictions on the resale of our Common Stock due to federal regulations of penny stocks.

 

Our Common Stock is subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act, commonly referred to as the “penny stock rule.” Section 15(g) sets forth certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition of “penny stock” that is found in Rule 3a51-1 of the Exchange Act. The SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. We are subject to the SEC’s penny stock rules.

 

Since our Common Stock is currently deemed to be penny stock, trading in the shares of our Common Stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors. “Accredited investors” are persons with assets in excess of $1,000,000 (excluding the value of such person’s primary residence) or annual income exceeding $200,000 or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such security and must have the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction of a risk disclosure document, prepared by the SEC, relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks.

 

Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our Common Stock and may affect the ability of our stockholders to sell their shares of Common Stock.

 

There can be no assurance that our shares of Common Stock will qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock was exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.

  

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Risks Relating to Management and Directors

 

Daniel Bates, our Chief Executive Officer, exercises majority voting control of the Company, which would impact your ability to influence corporate matters and could delay or prevent a change in corporate control.

 

Daniel Bates, our Chief Executive Officer, holds 2,000,000 shares of Series C Preferred Stock of the Company, which shares of Series C Preferred Stock vote together with our Common Stock on all stockholder matters, and have one hundred Common Stock votes per share of Series C Preferred Stock Owned. Such shares of Series C Preferred Stock automatically converted into 20,000,000 shares of Common Stock on January 1, 2023 and on such date the contractual right to vote the shares of Series C Preferred Stock in accordance with the Series C Preferred Voting Rights ceased. In connection with the Tucker Litigation and the dispute giving rise thereto, the conversion of the Series C Preferred Stock into Common Stock has not been effectuated with the Company’ transfer agent as of the date hereof. If it is determined that Mr. Bates still holds the contractual right to vote his Series C Preferred Stock in accordance with its terms, Mr. Bates will be able to influence our management and affairs and control the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.

 

We rely on our management and if they were to leave our company or not devote sufficient time to our company, our business plan could be adversely affected.

 

Our success is heavily dependent upon the continued active participation of Daniel Bates, our current Chief Executive Officer, as well as other key personnel and consultants which we plan 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, our success and achievement of our growth plans depend on our 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 our activities, could have a materially adverse effect on it. Subject to available capital, we intend to compensate its management with industry standard compensation packages including the granting of stock options. The inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on our business, financial condition or results of operations. We do not maintain key person life insurance policies on our executive officers.

 

We do not currently employ a full time Chief Financial Officer

 

Our Chief Financial Officer (“CFO”) is a part-time employee, spending approximately 80% of her time working for the Company. The responsibilities of a public company’s CFO are demanding and require a lot of time and attention, which could be difficult to fulfill by someone in such position part-time. Additionally, there is no assurance that we will be able to retain full-time officers and compensate them at a level acceptable to us, which could materially adversely affect our Company and the trading price of our Common Stock.

 

Risks Associated with Our Governing Documents and Nevada Law

 

Our Bylaws provide for indemnification of officers and directors at our expense, which may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers or directors.

 

Our Bylaws provide that any person who was or is a party or was or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (whether or not by or in the right of the Company) by reason of the fact that he is or was a director, officer, employee, or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), shall be entitled to be indemnified by the Company to the full extent then permitted by the laws of the State of Nevada against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law, and amounts paid in settlement incurred by him in connection with such action, suit, or proceeding and, if so requested, the Company shall advance any and all such expenses to the person indemnified. These indemnification obligations may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers or directors.

 

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares.

 

Anti-takeover provisions in our Bylaws, as well as provisions of Nevada law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Common Stock.

 

Our Bylaws and Nevada law contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our Common Stock. These provisions may also prevent or delay attempts by our stockholders to replace or remove our management. Our corporate governance documents include provisions:

 

  ● authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our Common Stock; and  
       
  ● limiting the liability of, and providing indemnification to, our directors and officers.  

 

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The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our Common Stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your Common Stock in an acquisition.

 

Risks Relating to The JOBS Act

 

The JOBS Act allows us to postpone the date by which we must comply with certain laws and regulations and to reduce the amount of information provided in reports filed with the SEC. We cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our Common Stock less attractive to investors.

 

We are and we will remain an “emerging growth company” until the earliest to occur of (i) December 31, 2028; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” as described in further detail in the risk factors below. We cannot predict if investors will find our Common Stock less attractive because we will rely on some or all of these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile. If we avail ourselves of certain exemptions from various reporting requirements, as is currently our plan, our reduced disclosure may make it more difficult for investors and securities analysts to evaluate us and may result in less investor confidence. 

 

Our election not to opt out of the JOBS Act extended accounting transition period may not make our financial statements easily comparable to other companies.

 

Pursuant to the JOBS Act, as an “emerging growth company”, we can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the Public Company Accounting Oversight Board (PCAOB) or the SEC. Which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an “emerging growth company”, can adopt the standard for the private company. This may make a comparison of our financial statements with any other public company which is not either an “emerging growth company” nor an “emerging growth company” which has opted out of using the extended transition period, more difficult or impossible as possible different or revised standards may be used.

 

General Risk Factors

 

Our operations and performance are dependent on U.S., regional and global economic and geopolitical conditions.

 

Our operations and performance depend on global, regional and U.S. economic and geopolitical conditions. While we do not have operations in Russia or China, Russia’s invasion and military attacks on Ukraine have triggered significant sanctions from U.S. and European leaders. These events are currently escalating and creating increasingly volatile global economic conditions. Resulting changes in U.S. trade policy and European policies could trigger retaliatory actions by Russia, its allies and other affected countries, including China, resulting in a “trade war.” Furthermore, if the conflict between Russia and Ukraine continues for a long period of time, or if other countries, including the U.S., become further involved in the conflict, we could face significant adverse effects to our business and financial condition.

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The above factors, including a number of other economic and geopolitical factors both in the U.S. and abroad, could ultimately have material adverse effects on our business, financial condition, results of operations or cash flows, including the following:

 

  ● effects of significant changes in economic, monetary and fiscal policies in the U.S. and abroad including currency fluctuations, inflationary pressures and significant income tax changes;

 

  ● a global or regional economic slowdown in any of our market segments;

 

  ● changes in government policies and regulations affecting the Company or its significant customers;

 

  ● industrial policies in various countries that favor domestic industries over multinationals or that restrict foreign companies altogether;

 

  ● new or stricter trade policies and tariffs enacted by countries, such as China, in response to changes in U.S. trade policies and tariffs;

 

  ● postponement of spending, in response to tighter credit, financial market volatility and other factors;

 

  ● rapid material escalation of the cost of regulatory compliance and litigation;
     
  ● difficulties protecting intellectual property;
     
  ● longer payment cycles;
     
  ● credit risks and other challenges in collecting accounts receivable; and
     
  ● the impact of each of the foregoing on outsourcing and procurement arrangements.

 

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We may not maintain sufficient insurance coverage for the risks associated with our business operations.

 

Risks associated with our business and operations include, but are not limited to, claims for wrongful acts committed by our officers, directors, and other representatives, the loss of intellectual property rights, the loss of key personnel, and risks posed by natural disasters. Any of these risks may result in significant losses. We cannot provide any assurance that our insurance coverage is sufficient to cover any losses that we may sustain, or that we will be able to successfully claim our losses under our insurance policies on a timely basis or at all. If we incur any loss not covered by our insurance policies, or the compensated amount is significantly less than our actual loss or is not timely paid, our business, financial condition and results of operations could be materially and adversely affected.

 

 

Any failure to protect our intellectual property rights could impair our ability to protect our technology and our brand.

 

Our success depends in part on our ability to enforce our intellectual property and other proprietary rights. We rely upon a combination of trademark and trade secret laws, as well as license and other contractual provisions, to protect our intellectual property and other proprietary rights. These laws, procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. To the extent that our intellectual property and other proprietary rights are not adequately protected, third parties may gain access to our proprietary information, develop and market solutions similar to ours or use trademarks similar to ours, each of which could materially harm our business. The failure to adequately protect our intellectual property and other proprietary rights could have a material adverse effect on our business, financial condition and results of operations.

 

 

If we make any acquisitions, they may disrupt or have a negative impact on our business.

 

If we make acquisitions in the future, we could have difficulty integrating the acquired company’s assets, personnel and operations with our own. We do not anticipate that any acquisitions or mergers we may enter into in the future would result in a change of control of the Company. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following:

 

  ● the difficulty of integrating acquired products, services or operations;
     
  ● the potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies;
     
  ● difficulties in maintaining uniform standards, controls, procedures and policies;

 

  ● the potential impairment of relationships with employees and members and customers as a result of any integration of new management personnel;
     
  ● the potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products to new and existing members and customers;
     
  ● the effect of any government regulations which relate to the business acquired;

 

  ● potential unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition or modify the marketing and sales of acquired products or operations, or the defense of any litigation, whether or not successful, resulting from actions of the acquired company prior to our acquisition; and
     
  ● potential expenses under the labor, environmental and other laws of various jurisdictions.

 

Our business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with an acquisition, many of which cannot be presently identified. These risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

 

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We rely on network and information systems and other technologies for our business activities and certain events, such as computer hackings, viruses or other destructive or disruptive software or activities may disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.

 

Network and information systems and other technologies are important to our business activities and operations. Network and information systems-related events, such as computer hackings, cyber threats, security breaches, viruses, or other destructive or disruptive software, process breakdowns or malicious or other activities could result in a disruption of our services and operations or improper disclosure of personal data or confidential information, which could damage our reputation and require us to expend resources to remedy any such breaches. Moreover, the amount and scope of insurance we maintain against losses resulting from any such events or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our businesses that may result, and the occurrence of any such events or security breaches could have a material adverse effect on our business and results of operations. The risk of these systems-related events and security breaches occurring has intensified, in part because we maintain certain information necessary to conduct our businesses in digital form stored on cloud servers. While we intend to develop and maintain systems seeking to prevent systems-related events and security breaches from occurring, the development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Despite these efforts, there can be no assurance that disruptions and security breaches will not occur in the future. Moreover, we may provide certain confidential, proprietary and personal information to third parties in connection with our businesses, and while we obtain assurances that these third parties will protect this information, there is a risk that this information may be compromised.

 

Likewise, data privacy breaches by employees or others with permitted access to our systems may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. While we have invested in protection of data and information technology, there can be no assurance that our efforts will prevent breakdowns or breaches in our systems that could adversely affect our business. The occurrence of any of such network or information systems-related events or security breaches could have a material adverse effect on our business, financial condition and results of operations.

 

Claims, litigation, government investigations, and other proceedings may adversely affect our business and results of operations.

 

We may be subject to actual and threatened claims, litigation, reviews, investigations, and other proceedings, including proceedings relating to products offered by us and by third parties, and other matters. Any of these types of proceedings, may have an adverse effect on us because of legal costs, disruption of our operations, diversion of management resources, negative publicity, and other factors. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves and possible losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolution of such matters, we may be exposed to losses in excess of the amount recorded, and such amounts could be material. Should any of our estimates and assumptions change or prove to have been incorrect, it could have a material effect on our business, consolidated financial position, results of operations, or cash flows. In addition, it is possible that a resolution of one or more such proceedings, including as a result of a settlement, could require us to make substantial future payments, prevent us from offering certain products or services, require us to change our business practices in a manner materially adverse to our business, requiring development of non-infringing or otherwise altered products or technologies, damaging our reputation, or otherwise having a material effect on our operations.

 

 

* * * * *

 

 

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Use of Proceeds

 

All proceeds from the sale of the Shares offered by this prospectus will belong to the Selling Shareholders. We will not receive any proceeds from the resale of the Shares by the Selling Shareholders.

 

We will receive proceeds from any cash exercise of the Silverback Warrant. Although Silverback is not contractually obligated to exercise the Silverback Warrant for cash since Silverback currently has a contractual right to exercise such Silverback Warrant on a exercisable on a cashless basis, if all 9,000,000 shares underlying the Silverback Warrant are exercised on a cash basis, the Company would receive gross cash proceeds of approximately $225,000, subject to adjustment upon certain events. We expect to use the proceeds from the exercise of such Silverback Warrants, if any, for general corporate purposes. General corporate purposes may include providing working capital, funding capital expenditures, or paying for acquisitions. We currently do not have any arrangements or agreements for any acquisitions. We cannot precisely estimate the allocation of the net proceeds from any exercise of the Silverback Warrant for cash. Accordingly, in the event the Silverback Warrant is exercised for cash, our management will have broad discretion in the application of the net proceeds of such exercise. There is no assurance that such Silverback Warrant will ever be exercised for cash. 

 

 

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DIVIDEND POLICY

 

To date, we have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not expect to pay any dividends on our capital stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of the Board, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that the Board may deem relevant.

 

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Business

 

Overview

 

We are a new entrant in the clean energy and waste-to-energy industries focused on clean technology and sustainability opportunities. By leveraging innovative technology, we aim to responsibly resolve environmental challenges by producing valuable products and strive to be recognized as an ESG. Currently, we are focused on providing a solution to the plastic waste problem by converting plastic waste into saleable byproducts, such as precursors used in the production of 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 waste) at high temperatures in the absence of oxygen so that the material does not burn, we are able to convert the plastic feedstock into (i) low-sulfur fuels, (ii) clean hydrogen (specifically, the Company’s branded AquaH™), and (iii) carbon char. As of June 30, 2023, our operations in Morocco had generated $161,297 in revenue, with a gross margin of $127,435 from the provision of pyrolysis services and its sale of byproducts. Our business model is focused on generating revenue from the following sources:

 

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

 

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

 

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

 

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

  

According to analysis and projections reported by the EIA on April 7, 2022, it is estimated that 98.3 million barrels per day of petroleum and liquid fuels were consumed globally in March 2022, an increase of 2.4 million barrels per day from March 2021. The EIA estimates that global consumption of petroleum and liquid fuels will rise by 1.9 million barrels per day in 2023 to average 101.7 million barrels per day.

 

In a report published by Markets and Markets Research in February 2021 entitled “Hydrogen Generation Market by Application (Petroleum Refinery, Ammonia & Methanol production, Transportation, Power Generation), Generation & Delivery Mode (Captive, Merchant), Source (Blue, Green & Grey Hydrogen), Technology, and Region-Forecast to 2025,” the global hydrogen generation market is projected to reach $201 billion by 2025 from an estimated $130 billion in 2020, at a compound annual growth rate (CAGR) of 9.2% during the forecast period. While the global green hydrogen market was valued at approximately $0.8 billion in 2021, it is predicted to grow to about $10.2 billion by 2028, with a CAGR of approximately 55.2% over the projection period, according to research and analysis published by Facts and Factors in March 2022 entitled “Green Hydrogen Market By Type (Solid Oxide Electrolyzer, Alkaline Electrolyzer, and Proton Exchange Membrane Electrolyzer), By Use (Transport, Power Generation, and Others) By Customer (Petrochemicals, Glass, Food & Beverages, Chemical, Medical, and Others), and By Region – Global and Regional Industry Overview, Market Intelligence, Comprehensive Analysis, Historical Data, and Forecast 2022–2028.”

 

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, which became our wholly-owned subsidiary on May 19, 2020. Clean-Seas believes that it has made significant progress in identifying and developing a new business model around the clean energy and waste-to-energy 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.

 

We are now a holding company and currently operate through our wholly owned subsidiary, Clean-Seas, which we acquired on May 19, 2020. 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. Additionally, on such date, (i) Ecosynergie’s name was changed to Clean-Seas Morocco, LLC, (ii) Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Company’s CRO, were appointed as managers of Clean-Seas Morocco and (iii) Mr. Harris was appointed to serve as the Chief Executive Officer of Clean-Seas Morocco. Clean-Seas Morocco began operations at its pyrolysis facility in Agadir, Morocco, in April 2023, which currently has capacity to convert 20 TPD of waste plastic through pyrolysis.

 

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Our Business Model

 

Clean-Seas, Inc.

 

Clean-Seas was incorporated in Delaware on March 20, 2020. Clean-Seas became a wholly owned subsidiary of Clean Vision on May 19, 2020. Clean-Seas was Clean Vision’s first investment within its newly expanded business strategy of clean energy space. It is management’s belief that 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 is currently Clean Vision’s sole operating entity.

 

Clean-Seas 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 technologies that are uniquely suited to convert plastic waste into valuable commodities and intends to 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 conversion technologies to its customers and strategic partners. Depending on customer requirements, facilities will be designed to convert waste plastic into precursors, clean-burning fuels, hydrogen, and/or generate electricity. The solutions provided will utilize technologies uniquely designed to the specific waste feedstock available and the customer’s requirements.

 

System design includes conversion of mixed plastics, typically the more difficult plastic types #4 - #7 (low density polyethylene, polypropylene, polystyrene, others), with a minimal sorting and cleaning requirement.

 

Technology Overview

 

Plastics are a group of materials, either synthetic or naturally occurring, that may be shaped when soft and then hardened to retain the given shape. Plastics are polymers. A polymer is a substance made of many repeating units. A polymer can be thought of as a chain in which each link is a single unit, or monomer. The chain is made by joining, or polymerizing, at least 1,000 links together. Polymerization can be demonstrated by making a chain using paper clips or by linking many strips of paper together to form a paper garland.

 

Recycled plastic waste has the highest calorific value of any waste stream, meaning that it has the greatest amount of heat released per unit of waste during complete combustion. This energy-rich waste material is therefore a good material for energy recovery, which we believe makes it extremely suitable for upcycling, through pyrolysis (described below) or other methods, to recapture the benefit of its stored chemical energy.

 

For plastics to continue to be accepted in the marketplace, we believe it is essential that appropriate technologies are developed and deployed that can effectively manage the waste plastic at the end of its useful life. We believe that 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.

 

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

 

Pyrolysis is the chemical decomposition of organic (carbon-based) materials through the application of heat. Pyrolysis, which is also the first step in gasification and combustion, occurs in the absence or near absence of oxygen, and it is thus distinct from combustion (burning) which can take place only if sufficient oxygen is present and burns materials. The rate of pyrolysis increases with temperature. In industrial applications the temperatures used are often 430 °C (about 800 °F) or higher, whereas in smaller-scale operations the temperature may be much lower.

 

The pyrolysis of wood is believed to be human’s first chemical process. It is known to have been practiced by the ancient Chinese. As many as 1,500 years ago, tribes from the central Amazon used char derived from animal bone and tree bark to fertilize their soil, which according to scientists remains some of the richest and most fertile soil in the world. Still, we believe there have been relatively few large-scale implementations of this technology to date, which we attribute to 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, we anticipate an increase in demand for pyrolysis to remediate plastic waste.

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Pyrolysis Process

 

During the primary pyrolysis step, the feedstock is pyrolyzed in a cylindrical chamber at 370ºC – 420ºC, the pyrolysis gasses are then condensed and the resulting liquid is separated, using a distillation process to produce the liquid fuel products, which yields a mixture which is essentially equivalent to petroleum distillate (a petroleum derivative). The essential steps in the pyrolysis process involve:

 

  · evenly heating the feedstock to a narrow temperature range without excessive temperature variations

 

  · purging oxygen from pyrolysis chamber,

 

  · managing the carbon char by-product before it acts as a thermal insulator and lowers the heat transfer to the plastic

 

  · careful condensation and fractionation of the pyrolysis vapors to produce distillate of good quality and consistency.

 

In addition to liquid fuel, pyrolysis can also produce hydrogen and other syngases (primarily carbon monoxide, methane, nitrogen, carbon dioxide, ethane and ethene) along with carbon 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 amount of time the material stays within the pyrolysis reactor (residence time).

  

The Hydrogen Economy

 

Hydrogen is the most abundant element in the universe, but it occurs naturally on earth only in compound form with other elements in liquids, gases or solids (such as water, which is comprised of hydrogen and oxygen). Traditionally, it would take more energy to produce hydrogen (by separating it from other elements in molecules) than hydrogen provides when it is converted to useful energy. 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. With recent advances in sustainable technologies, we believe that people today can have better access to carbon-neutral sources of hydrogen to meet their energy needs.

 

Hydrogen is a versatile and flexible energy carrier. Many industries are looking to hydrogen as the fuel to power their energy transitions in the decarbonization of the global economy since it does not produce carbon dioxide or other greenhouse gasses when it is heated. It is our belief that there will be massive potential for end use applications of hydrogen such as transportation, replacement for fossil fuels used in industrial processes, energy generation and residential heating/cooling.

 

Overview of the Hydrogen Market

 

In a report published by Markets and Markets Research in February 2021 entitled “Hydrogen Generation Market by Application (Petroleum Refinery, Ammonia & Methanol production, Transportation, Power Generation), Generation & Delivery Mode (Captive, Merchant), Source (Blue, Green & Grey Hydrogen), Technology, and Region-Forecast to 2025,” the global hydrogen generation market is projected to reach $201 billion by 2025 from an estimated $130 billion in 2020, at a compound annual growth rate (CAGR) of 9.2% during the forecast period. The global green hydrogen market was valued at approximately $0.8 billion in 2021. It is predicted to grow to about $10.2 billion by 2028, with a CAGR of approximately 55.2% over the projection period, according to research and analysis published by Facts and Factors in March 2022 entitled “Green Hydrogen Market By Type (Solid Oxide Electrolyzer, Alkaline Electrolyzer, and Proton Exchange Membrane Electrolyzer), By Use (Transport, Power Generation, and Others) By Customer (Petrochemicals, Glass, Food & Beverages, Chemical, Medical, and Others), and By Region - Global and

Regional Industry Overview, Market Intelligence, Comprehensive Analysis, Historical Data, and Forecast 2022–2028.”

The movement towards the reduction in greenhouse gas emissions has been a global goal over the past decade and was memorialized in the Paris Climate Accord in 2016, and again in Glasgow in 2021. Hydrogen may be a key component in this transition, as a source of clean and economical energy. Increasing government regulation regarding emissions has created a financial incentive for firms to seek more alternatives to fossil fuel usage. We believe that hydrogen will be a major part of all levels of this decarbonization of the economy by providing an alternative to natural gas. Scaling up existing hydrogen technologies will deliver competitive low-carbon solutions across a wide range of applications by 2030 and may even offer competitive low-carbon alternatives to conventional fuels in some segments. This includes the enabling of distributed power generation, passenger and cargo transportation as well as forklifts and heavy machinery.

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Renewable energy, such as solar and wind power, is clean and increasingly affordable We believe that storage of energy from intermittent renewable energy sources is an essential component or our current and future energy systems. Hydrogen storage is a key enabling technology for the advancement of hydrogen and fuel cell technologies in applications including stationary power, portable power, and transportation. Fuel cells, which we intend to distribute pursuant to the Kingsberry Licensing Agreement, are one way in which this excess hydrogen can be stored.

 

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

 

Hydrogen also may play a significant role for energy use in commercial and multifamily residential buildings. In the near-term hydrogen may be blended into existing natural gas networks, taking advantage of existing infrastructure. We believe that the long-term outlook for hydrogen usage in heating applications is especially promising, due to the potential for hydrogen boilers or fuel cells to be built into commercial and multifamily units.

 

It is our belief that hydrogen-powered vehicles will make up a significant percentage of zero-emission vehicles over the next decade. In the Stated Policies Scenario released by the International Energy Agency in 2021 as the baseline scenario reflecting all existing policies, policy ambitions and targets that have been legislated for or announced by governments around the world, the global electric vehicle stock across all transport modes (excluding two/three-wheelers) expands from over 11 million in 2020 to almost 145 million vehicles by 2030, an annual average growth rate of nearly 30%.

As the number of hydrogen-powered vehicles increases, we predict that 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 200,000 hydrogen-powered vehicles on the road by 2025.

 

Other By-products of 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 fuel to improve its quality, as the pyrolysis oils contain a high percentage of aromatic hydrocarbons (like benzene).

 

Pyrolysis liquid oil has proven usable as a substitute transport fuel in conventional diesel engines. It has also been used successfully when blended with conventional diesel fuel, at ratios up to 30%, without complications. Energy can also be generated by diesel engines, gas turbines, steam turbines and boilers using pyrolysis liquid oil. According to a report published in June 2021 by Grand View Research, the global plastic to fuel market size was valued at USD 231.0 million in 2020 and is expected to grow at a compound annual growth rate (CAGR) of 29.5% from 2021 to 2028. Growing demand for the generation of energy from waste on account of a clean environment has triggered the growth of the market.

 

In addition, the pyrolysis liquid oil shows the presence of compounds, which can be a source of precursor chemicals in industries for the polymerization (the process by which relatively small molecules, called monomers, combine chemically to produce a large chainlike molecule, called a polymer) of new plastic monomers. These compounds create the circular carbon economy of recycling waste into new forms of hydrocarbons to power engines, generate electricity, or create new types of plastic products.

 

Carbon char is also a highly reusable byproduct of the pyrolysis process that has numerous existing applications. Depending on its quality, the solid char can be gasified, used for the production of activated carbons, for the production of graphene, or for soil remediation. Char is highly absorbent and therefore increases the soil’s ability to retain water, nutrients and agricultural chemicals, preventing water contamination and soil erosion. Soil application of char may enhance both soil quality and be an effective means of sequestering large amounts of carbon, thereby helping to mitigate global climate change through carbon sequestration.

 

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Clean Vision’s Purpose

 

Global plastic waste recycling is facing unprecedented challenges. Inadequate processing infrastructure, fewer processing locales, changing laws and conventions, and political circumstances imperil what is already a deficient response to a global problem. Developed nations, including the United States, the world’s largest generator of plastic waste, are finding disposal of this waste increasingly difficult, due to expensive and inefficient processing capabilities; global conventions responding to environmental implications of international plastic export; and political constraints. In January 2018, the People’s Republic of China, which had been accepting plastic waste from countries including the U.S., implemented its National Sword policy limiting recyclable waste imports. As a result, the worldwide recyclables market experienced drastic limits, fewer options for disposal, resulting in a global backlog of plastic waste. Some of the recyclable material has been rerouted to Southeast Asian countries but the market remains in upheaval, with, at best, plastic waste floating in waiting ships and at worst, illegal dumping into international waters or incinerated.

 

According to an article published by the UNEP on March 2, 2022, entitled “What you need to know about the plastic pollution resolution,” the world currently produces approximately 400 million tons of plastic waste per year, with the rate of plastic production forecasted to double by 2040. It also estimated that by 2050, there will be more plastic in the ocean by weight than fish. According to an article published by National Geographic entitled “A Whopping 91 Percent of Plastic Isn’t Recycled,” plastic takes more than 400 years to degrade, so most of it still exists in some form. It is estimated that only 9% of plastic waste has been recycled to date, while the vast majority (approximately 79%) is accumulating in landfills or ending up as litter in the natural environment, including the oceans.

 

The waste plastics recycling industry was valued at $55.1 billion in 2020 and is poised to become an $88 billion industry by 2030, as reported in a March 2022 report entitled “Market value of waste recycling services worldwide 2020-2030” published by Statista. Pyrolysis is an invaluable technology that can be used to transform certain materials, which traditional mechanical recycling technologies currently cannot handle, into clean energy and other valuable byproducts. Pyrolysis is also an important alternative solution to handling materials that have exhausted their potential for further traditional mechanical recycling.

 

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. We believe this market condition presents a unique opportunity for us. Clean-Seas intends to leverage its management’s experience of working in the developing nations of the world for the past decade, providing renewable energy products and services to this sector and now will provide recycling solutions and energy generation. As stated by the Organization for Economic Co-operation and Development (OECD) in 2021, “The path to net zero requires that emerging markets transform their energy systems, yet reliance on hydrocarbons alongside existing policy barriers pose challenges to the green transition.”

 

Clean Vision plans to help provide a solution to the plastic waste problem that the world is facing, while simultaneously creating hydrogen and other clean-burning fuels that can be used to generate clean energy.

 

Our Strategy

 

We plan to establish conversion facilities strategically located as close to the feedstock as possible. We are currently focused on plastic waste-to-energy projects in Morocco, India, West Virginia, Arizona, Massachusetts, Michigan, Puerto Rico, France, Turkey and Sri Lanka due to their proximity to plastic waste as well as business relationships that have been developed by the management team of Clean Vision with entities and/or municipalities in such countries and are in the process of developing a pipeline of similar projects, in the United States and abroad. We believe there is a virtually endless supply of waste for such projects and the demand for clean fuels and clean energy (particularly from such projects) is growing consistently.

 

Another component of the clean energy and waste-to-energy industry in the United States is environmental credits. Recycling of waste plastic mitigates the need for fossil fuels for energy generation and the production of clean-burning diesel. We plan to aggregate these off-sets and sell them 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. These can be used as off-set as more governments impose a “Carbon-tax” on the end users of fossil fuels. In addition, new plastic exchanges have been 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.

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We expect our projects, through our subsidiaries, including Clean-Seas, to generate revenue in several ways:

 

  ● Recycling Services. We currently estimate that gate fees or tipping fees will be paid to us to accept plastic waste from a government, municipality, or corporate entity that must dispose of its waste. Fees will be on a per ton basis and are expected to vary in range from approximately £18 per ton (excluding transport) to £25 per ton (including transport), depending on the jurisdiction, land availability, and daily volumes of waste.

 

  ●

Commodity Sales.

● Hydrogen and Other Fuels. Our pyrolysis facilities convert waste into gasses, such as AquaHTM, and other clean-burning fuels. The hydrogen and other fuels can be sold to off-takers as a cleaner fuel source for the production of new plastic products, for marine use (low sulfur oil made through pyrolysis can be used as a bunker fuel for low grade marine diesel), electrical generators, or refined into a clean-burning road grade fuel. Depending on the installation, this fuel output product can be sold to a local fuel distributor or used in the generator sets for the generation of electricity as above.

 

● Carbon Char. Carbon char is an additional byproduct of our pyrolysis technology, which is used for the manufacturing of bonding agents, roadway surfaces, and more. We intend to enter into agreements with consumers of carbon char to serve as an additional revenue stream to us.

 

  ● 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 can 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. These can be used as off-set as more governments impose a “Carbon-tax” on the end users of fossil fuels. Additionally, plastic credits may be sold through plastic credit exchanges, such as the Plastic Credit Exchange (PCX), the HOPEx Environment Group, or similar established exchanges, to producers of new plastic products as a means of offsetting their plastic footprint.

 

  ● Equipment Sales. Clean Vision has entered into a Licensing Agreement (the “Kingsberry License Agreement”) with Kingsberry Fuel Cell, Inc. (“Kingsberry”) whereby we have obtained the exclusive, worldwide rights (exclusive of the United States and Canada) to the fuel cell intellectual property developed and manufactured by Kingsberry and Dr. K. Joel Berry for a term of five years, which we intend to sell to third-parties throughout the world. Once established, these sales will provide a revenue stream to us, as well as recurring revenue through a royalty model and ongoing service.

 

Technology Development

 

Plastic Conversion Network (“PCN”)

 

Clean-Seas has developed a technology solution to address the global crisis of plastic waste pollution. The PCN is a patent-pending software network connecting sources of waste plastic (feedstock) with conversion facilities, which will produce environmentally friendly commodities. We intend to strategically locate the conversion facilities around the world in locations that are easily accessible and in close proximity to countries that produce a large amount of plastic waste. The PCN was created in response to the problem created when the People’s Republic of China ceased purchasing the developed world’s recyclable waste streams in 2018. Currently, we have entered into contracts, Letters of Intent or Joint Venture Agreements for development of facilities in numerous host locations, countries, and territories, including, Morocco, India, West Virginia, Arizona, Massachusetts, Michigan, Puerto Rico, France, Turkey and Sri Lanka.

 

Background

 

Global plastic waste recycling is facing unprecedented challenges. We believe that inadequate processing infrastructure, fewer processing locales, changing laws and conventions, and political circumstances imperil what is already a deficient response to a global problem. According to an article published by National Geographic entitled “A Whopping 91 Percent of Plastic Isn’t Recycled,” it is estimated that since 1950 only 9% of all of the planet’s plastic waste has been recycled. By the same estimates, 79% of plastic waste remains in the world’s landfills and or as litter, meaning that much of it ultimately ends up in the oceans. Discarded plastics are estimated to comprise 12.2% of all landfilled waste and 16% of combusted waste according to the EPA.

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Developed nations, including the United States, the world’s largest generator of plastic waste, are finding disposal of this waste increasingly difficult, due to expensive and inefficient processing capabilities; global conventions responding to environmental implications of international plastic export; and political constraints. In January 2018 the People’s Republic of China, which had been accepting plastic waste from countries including the U.S., implemented its National Sword policy limiting recyclable waste imports. As a result, the worldwide recyclables market experienced drastic limits, fewer options for disposal, resulting in a global backlog of plastic waste. Some of the recyclable material has been rerouted to Southeast Asian countries but the market remains in upheaval, with, at best, plastic waste floating in waiting ships and at worst, illegal dumping into international waters or incinerated.

 

The Basel Convention on the Control of Transboundary Movements of Hazardous Wastes (“Basel Convention”) is an international treaty aimed at reducing the movement of hazardous waste between nations. In 2019, the Basel Convention amended its treaty to regulate plastic waste exports. As a result, effective January 1, 2021, international shipment of plastic waste became subject to prior written consent between countries party to the convention. The U.S., as a non-party to this convention, is now subject to new liability because most countries will not accept its waste plastic. In order to ship its waste plastic, the U.S. must enter prior written agreements with accepting Basel Convention party countries which meet certain Basel Convention criteria.

 

Using pyrolysis technologies described above, the PCN is designed to scale, efficiently and cost effectively convert waste plastic into environmentally friendly commodities, including plastic precursors, low sulfur diesel fuel, hydrogen, carbon char and others. The transporting of all plastic waste will be fully compliant with the Basel Convention and the facilities will be strategically located to reduce its carbon footprint. The PCN can connect the developed nations of the world that have robust recycling programs for plastic waste but lack a proper method of disposal, with facilities that will convert their plastic waste into environmentally friendly commodities. The current disposal options are either environmentally hazardous (landfills), environmentally destructive (incineration), or illegal.

 

AquaHtm

 

Clean-Seas has developed and is branding its own, unique, type of hydrogen called AquaHTM. Typically, the various types of hydrogen are given a color that differentiates the types and where it was derived from.

 

There are nine types of hydrogen:

 

  • Green hydrogen is produced through water electrolysis process by employing renewable electricity. The reason it is called green is that there is no CO2 emission during the production process. Water electrolysis is a process which uses electricity to decompose water into hydrogen gas and oxygen.
  • Blue hydrogen is sourced from fossil fuel. However, the CO2 is captured and stored underground (carbon sequestration). Companies are also trying to utilize the captured carbon called carbon capture, storage and utilization (CCSU). Utilization is not essential to qualify for blue hydrogen. As no CO2 is emitted, the blue hydrogen production process is categorized as carbon neutral.
  • Gray hydrogen is produced from fossil fuel and commonly uses steam methane reforming (SMR) method. During this process, CO2 is produced and eventually released to the atmosphere.
  • Black or brown hydrogen is produced from coal. The black and brown colors refer to the type bituminous (black) and lignite (brown) coal. The gasification of coal is a method used to produce hydrogen. However, it is a very polluting process, and CO2 and carbon monoxide are produced as by-products and released to the atmosphere.
  • Turquoise hydrogen can be extracted by using the thermal splitting of methane via methane pyrolysis. The process, though at the experimental stage, removes the carbon in a solid form instead of CO2 gas.
  • Purple hydrogen is made using nuclear power and heat through combined chemo thermal electrolysis splitting of water.
  • Pink hydrogen is generated through electrolysis of water by using electricity from a nuclear power plant.
  • Red hydrogen is produced through the high-temperature catalytic splitting of water using nuclear power thermal as an energy source.
  • White hydrogen refers to naturally occurring hydrogen.

 

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Clean-Seas is seeking to establish a tenth type of hydrogen derived from a plastic waste stream, which we believe falls between Green and Blue hydrogen. We have categorized the hydrogen derived from plastic waste in this manner because while the process does not emit CO2, it is not derived from a naturally occurring material like water, but rather a man-made material (plastic), which caused the emission of CO2 when it was produced. The Company expects to launch the new product in the second quarter of 2024.

  

Clean-Seas Business Development

 

Subsidiaries of Clean-Seas

 

In order to execute our business model, Clean-Seas has established subsidiaries and joint ventures in Morocco, France, Turkey, Sri Lanka, Puerto Rico, Arizona, Massachusetts, Michigan and West Virginia. We chose these locations due to the proximity to an abundant supply of plastic waste as well as because of prior business relationships that had been established by Daniel Bates and his team, throughout his career in the renewable energy industry.

 

Within the United States, Clean-Seas has developed relationships within environmental and economic development agencies in several states for the remediation and conversion of waste plastic. The Company has entered into contracts for projects in West Virginia, Arizona and Massachusetts and the Company is in negotiations for a PCN facility in Michigan. Clean-Seas West Virginia has begun the process of environmental permitting with the West Virginia Department of Environmental Protection and expects the process to be completed in the first quarter of 2024. We also intend to begin the permitting process in Arizona, Michigan and Massachusetts for our local projects under development in each respective state.

 

EcoCell:

 

EcoCell, Inc. (“EcoCell”) is our wholly owned subsidiary that was incorporated in Nevada on March 4, 2022. EcoCell does not currently have any operations, but we intend to use EcoCell for the purpose of licensing fuel cell patented technology developed and manufactured by Kingsberry and Dr. K. Joel Berry pursuant to the Kingsberry Licensing Agreement, which we currently intend to sell and install in India through Clean-Seas India, as well as other regions as yet to be determined.

 

EcoCell has recently commissioned the construction of a five-kilowatt hydrogen fuel cell, but experienced delays due to supply chain issues. The raw materials for the project have been received and development is currently progressing, with expectations for demonstration to being by the end of 2023. The commissioning of the fuel cell triggered the option within the Kingsberry Licensing Agreement, described below.

 

Endless Energy:

 

Endless Energy, Inc. (“Endless Energy”) is our wholly owned subsidiary, incorporated in Nevada on December 10, 2021. Endless Energy was originally formed by the Company with the intent to acquire the assets of WindStream Technologies, Inc. (“WS USA”). WS USA was delisted from the Nasdaq Capital Market (“Nasdaq”) on March 6, 2019 and currently has no operations. WS USA also owns approximately 26% of the issued and outstanding equity of WindStream Energy Technology, an Indian company (“WS India”).

 

Daniel Bates, the Company’s CEO, is an equity owner of WS USA and has served as its President and CEO. Daniel Bates is also a member of the board of directors of WS India. On August 18, 2021, the United States filed a lawsuit against Windstream and Daniel Bates over Windstream’s default on a $2,000,000 loan that Windstream had with GBC International Bank and which loan Mr. Bates personally guaranteed as Windstream’s President and CEO (United State of America v. Windstream Technologies, Inc. and Daniel Bates, Case No. 1:2021cv2269). On October 13, 2022, a judgment was entered in this matter that ordered defendants to pay the plaintiff the principal sum of $1,982,570.22, plus $842,536.13 ordinary interest accrued through May 31, 2022, and $1,735,299.76 late interest accrued through May 31, 2022.

 

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Endless Energy’s intended acquisition WS USA’s assets has not occurred as of as of the date hereof, but such transaction is still currently being explored.

 

United States PCN Locations:

 

West Virginia:

 

Clean-Seas West Virginia, established on April 1, 2023, is our first facility in the United States and is expected to be operational in the first quarter of 2024. The facility will be located outside of Charleston, the capital of West Virginia, and is expected to begin operations converting 100 TPD of waste plastic. The Company expects to expand to greater than 500 TPD over the course of the next three years. Clean-Seas has engaged local partners in Massachusetts, Michigan and Texas to secure Mixed Plastic Waste feedstock from Material Recovery Facilities and industrial suppliers, and to develop in-market facilities with local offtake for products, property leases and permits. These projects are all in various stages of development with the first letters of intent to be announced in Q4, 2022.

 

Arizona:

 

Clean-Seas Arizona was incorporated in Arizona on September 19, 2022 as a wholly owned subsidiary of Clean-Seas. Pursuant to that certain Memorandum of Understanding signed on November 4, 2022 ASU and WS3, the parties intend for Clean-Seas Arizona to establish a waste plastic to clean hydrogen conversion facility to be located in Phoenix, Arizona. In furtherance of these goals, and pursuant to a Services Agreement (the “Arizona Services Agreement”) signed on June 12, 2023 with ASU and WS3, this facility is currently intended to source and convert plastic from the Phoenix area and import plastic from California. Pursuant to the Arizona Services Agreement, the Arizona facility is expected to begin processing waste plastic in Q4 2024 at 100 TPD and scale up to a maximum of 500 TPD at full capacity. Additionally, we are exploring plans for this facility to be powered by renewable energy, which, if successful, would become the first completely off grid pyrolysis conversion facility in the world.

 

Michigan:

 

On January 17, 2023, Clean-Seas entered into a joint venture agreement with Western Michigan-based NuWay Go Recycle Center LLC to establish Clean-Seas Newaygo (“CSN”).

 

Under the terms of the joint venture agreement, CSN may co-locate at American Classic, Inc.’s recently acquired 313 W. State Road facility in the Newaygo, Michigan. American Classic has committed to supplying the necessary feedstock for CSN operations.

 

Phase I of the project is currently budgeted at $20 million with currently anticipated funding from debt and equity. Once established, operations are expected to begin in American Classic’s 45,000 sq. ft. facility which sits adjacent to a rail line for easy off-loading of waste plastic and pickup of CSN converted commodity products. In addition to anticipated debt and equity funding for the project, additional sources of funding may include Michigan State incentives and grants which are available through the Biden Administration’s Inflation Reduction Act (IRA).

 

In Phase I, CSN projects processing 50 TPD with the expectation to expand the facility in subsequent phases, eventually diverting up to 500 TPD of waste plastic from landfill.

 

On April 11, 2023, CSN entered into feedstock and site lease agreements for this location.

 

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Massachusetts:

 

On November 14, 2022, Clean-Seas signed Letters of Intent with MacVallee LLC (“MacVallee”) to establish a co-located Clean-Seas facility in Central Massachusetts which is planned to divert post-industrial and ocean-bound plastic from landfill and incineration, and convert it into precursors for new plastics, ultra-low sulfur fuels, pyrolysis oils, and Clean-Seas' branded hydrogen, AquaH™.

 

On March 21, 2023, Clean-Seas entered into a definitive agreement with MacVallee to supply sufficient quantities of post-industrial waste plastic feedstock to launch its project in Massachusetts, as well as a new Eastern U.S. facility to be announced.

 

Puerto Rico:

 

On April 6, 2022, Clean-Seas formed a joint venture with a San Juan based company, Main Line Ventures LLC (“MLV”), to develop a commercial scale waste plastic-to-energy pyrolysis plant in Puerto Rico to serve as a host facility for our PCN. Pursuant to the terms of the joint venture, we agreed to provide lead project funding, the pyrolysis tech sub-contractor and the expertise to develop and manage the project and MLV is responsible for securing legal representation, permitting and government /community relations. The facility is planned to process local waste plastic and waste plastic of neighboring islands as well as the southern United States. Output is expected to include low sulfur diesel fuel, electricity, char and clean hydrogen.

 

International PCN Locations:

 

Morocco:

 

On April 25, 2023, we completed our acquisition of a 51% interest in Ecosynergie, a company focused on sustainable products and solutions based in Agadir, Morocco, establishing our first PCN host. At the closing, we made an initial payment of $2,000,000, with the remaining $4.5 million due within ten (10) months of the Morocco Closing Date. On the Morocco Closing Date, (i) Ecosynergie’s name was changed to Clean-Seas Morocco, LLC, (ii) Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Company’s CRO, were appointed as managers of Clean-Seas Morocco and (iii) Mr. Harris was appointed to serve as the Chief Executive Officer of Clean-Seas Morocco. Ecosynergie was not acquired from a related party and the Company did not have common control with Ecosynergie at the time of the Morocco Acquisition.

 

In connection with the Morocco Acquisition, Clean-Seas committed to invest up to $50,000,000 in Clean-Seas Morocco over a period of ten (10) months from the Morocco Closing Date (the “Clean-Seas Morocco Investment”). The Clean-Seas Morocco Investment is currently contemplated to be funded in tranches based on a to be agreed to schedule tied to milestones related to the technology being deployed by Clean-Seas Morocco. The parties intend to complete the funding schedule applicable to the Clean-Seas Morocco Investment in the first quarter 2024. To date, none of the Clean-Seas Morocco Investment has been funded.

  

Established in 1999, Ecosynergie is an operator of pyrolysis waste-plastic conversion technology with a current capacity of 20 TPD. In connection with the acquisition, Ecosynerigie changed its name to Clean-Seas Morocco, LLC, which, as of the closing, became a 51% owned subsidiary of the Company. Clean-Seas Morocco has ordered equipment for two 50 TPD systems, the first of which is currently expected to be installed and operational by the end of 2023, with the second 50 TPD system anticipated to be operational in 2024. The two additional 50 TPD systems are currently being manufactured in France, with the first additional unit expected to be installed at our Morocco facility by the end of 2023. Once the first additional system is operational, we plan to incorporate any technical and manufacturing changes we deem necessary in order to complete the manufacturing of the second additional system. Once both additional systems are installed, the total capacity at our Morocco facility will be increased to 120 TPD. Our goal is for the Morocco facility to become a North African regional hub of the PCN, with current plans to add capacity and reach a total 350 TPD or greater within two years.

 

Clean-Seas Morocco’s current assets include: five hectares of suitably zoned land, licenses/permits to operate pyrolysis facilities, Ecosynergie inventory of equipment and supporting technology which includes two 10 TPD pyrolysis plants as well as two additional units discussed above to be commissioned, totaling 12 0TPD of capacity. Clean-Seas Morocco currently has greater than 10,000 tons of feedstock ready to be converted into clean, low-sulfur fuels, hydrogen, and it has an off-take agreement with a local oil and gas distributor.

 

Since commencing operations at our Morocco facility in April 2023, Clean-Seas Morocco has generated $161,297 in revenue, with a gross margin of $127,435 from the provision of pyrolysis services and its sale of byproducts.

 

India:

 

Clean-Seas India Private Limited (“Clean-Seas India”), a wholly-owned subsidiary of Clean Seas, has entered into a development agreement with the Council of Scientific and Industrial Research (“CSIR”), acting through CSIR-Indian Institute of Chemical Technology (IICT) in Hyderabad. This agreement provides that the IICT development team will evaluate the performance of the Clean-Seas pyrolysis technology, which has already been installed at the Hyderabad location, to improve, productize and scale the technologies for the benefit of sales directly to the third parties, which we anticipate will include the Indian Government as well as the private sector. Our pilot project in India is designed to showcase our ability to pyrolyze waste plastic and generate saleable byproducts, including clean hydrogen, AquaHTM, which can then be used in fuel cells to generate clean energy. This completes the value chain from an unused waste stream through to clean usable electricity.

 

Clean-Seas India’s pilot project began operations in May 2022.

 

We expect to sign contracts for our technologies with cities and states in India including Goa, Kerala and Telangana. Clean-Seas India has secured Research and Development space near the IICT campus in Hyderabad for ongoing technology development.

 

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France:

 

We have current plans to establish an entity in France to be called “Clean-Seas Brittany” with our partner, Jalaber Diffusion, to establish a 100TPD facility in the region of Brittany, France. Development of this facility is currently delayed; however, our current plans for this facility are to service waste plastic from the northern part of France and to eventually extend its reach throughout the European Union.

 

Turkey:

 

On June 14, 2022, Clean-Seas signed a binding term sheet with the Turkish company, Pax Petroklmya Sanayi Ve Dis Ticaret Limited, Sirketi (“PPI”) to jointly pursue the development of a commercial-scale waste plastic-to-energy plant in Turkey. Current plans are to establish an entity with PPI called “Clean-Seas Turkey” for this project. Clean-Seas Turkey plans to establish a 100TPD facility in Istanbul, Turkey. The facility will convert waste plastic from the European Union and Turkey. PPI is in the process of securing the required land and government permits in order to establish operations and scale the facility.

 

Sri Lanka:

 

On March 16, 2022, we entered into a letter of intent (the “Arinma LOI”) with Arinma Holdings (pvt) Ltd. (“Arinma Holdings”), a company based in Columbo, Sri Lanka, to develop a commercial scale waste plastic-to-energy pyrolysis plant to serve as a south-Asia host facility within the PCN network. Focused on prosperity, social justice and sustainability, Arinma Holdings has completed approximately two hundred twenty-five (225), large multifaceted projects throughout Sri Lanka. The Arinma LOI provides for the parties to establish a new U.S. company through which they will operate, but this entity has not yet been formed.

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Intellectual Property

Clean-Seas filed for intellectual property protection of its technology entitled "Method and Apparatus for Plastic Waste Recycling" with the United States Patent and Trademark Office covering its global PCN. PCN is a patent-pending software network connecting sources of waste plastic with “conversion” facilities strategically located around the world. PCN was created to solve the problem created when China closed its borders to the importation of the developed world’s recyclable waste streams. There can be no assurance that the patent will issue or if issued that the patent will protect our intellectual property.

Material Agreements 

Kingsberry License Agreement

 

On December 6, 2021, we entered into Kingsberry License Agreement with Kingsberry. Pursuant to the terms of the Kingsberry Licensing Agreement, Kingsberry granted us a six month option, through June 6, 2022, for an exclusive, worldwide right (exclusive of the United States and Canada) to Kingsberry’s fuel cell intellectual property (the “Kingsberry Option”) for a term of five years, with the right to renew the Kingsberry License Agreement for additional five-year periods. We paid Kingsberry consideration of $10,000 for the Kingsberry Option, and on April 8, 2022, we exercised the Kingsberry Option. The Kingsberry Licensing Agreement also provides that Kingsberry will provide consulting services to the Company. Pursuant to the Kingsberry Licensing Agreement, the Company agreed to pay Kingsberry 5% of “net operating profit from sales” (as defined in the Kingsberry Licensing Agreement) of all products stemming from the Kingsberry License Agreement, as well as 100,000 shares of restricted Common Stock of the Company per year, with stock grants to be capped at five years. The initial project contemplated to be completed pursuant to the Kingsberry Licensing Agreement is in India.

 

In April 2022, EcoCell commissioned Kingsberry to build and deliver a five-kilowatt fuel cell prototype in India pursuant to the Kingsberry License Agreement. We intend to sell this fuel cell developed by Kingsberry, and others that we anticipate commissioning Kingsberry to build in the future, to third-parties as a source of revenue. We are planning to demonstrate this fuel cell technology to India’s Ministry of Defense and Ministry of Railways, and to executives of an electric vehicle charging station project, among others, as potential clients for this fuel cell technology. The fuel cells can be used by potential purchasers to produce clean power using hydrogen from independent sources.

 

 

Competition

The clean energy and waste-to-energy industries are very competitive. We will compete with other companies offering pyrolysis solutions in addition to many other clean energy solutions. We expect competition to increase as awareness of the environmental advantages of converting waste plastic and tires 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. Our failure to compete effectively with our current and future competitors would adversely affect our business, financial condition, and results of operations.

Although there seems to be an abundant supply of waste plastic and tires, it is expected that there will be increased competition for these plastic resources, with the result that it could have an effect on our profitability that we do not foresee at this time.

We also face competition for qualified employees and consultants among companies in the applicable industries. Competition for individuals with experience in the clean energy and waste-to-energy industries is intense. 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 our activities, could have a materially adverse effect on our business.

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 Our Strengths and Competitive Advantages

 

We believe that the following are the critical investment attributes of our Company:

 

  ● Experienced management team. Members of our management team have significant prior experience in the renewable energy sector and have established relationships with providers of pyrolysis technology that led to the establishment of our first PCN in Agadir, Morocco, following our April 25, 2023 acquisition of a 51% interest in Ecosynergie and the establishment of our first revenue source.
     
  ● Pilot Research and Development Project Commenced. We acquired our first pyrolysis unit for use in Hyderabad, India, which began operations in May 2022. We established this project to develop technology focused on optimizing the process of converting waste plastic into byproducts, including the Company’s branded clean hydrogen, AquaH™, which is our branded name for clean hydrogen we produce from plastic waste that falls between the blue (natural gas) and green (renewable energy resourced) classifications.
     
  ● Established Revenue Stream.  On April 25, 2023, we completed our acquisition of a 51% interest in Ecosynergie, a company focused on sustainable products and solutions based in Agadir, Morocco, establishing our first PCN host country. In connection with this PCN host facility, we intend to purchase two additional pyrolysis units, which are capable of processing up to 20 tons of plastic waste per day. We anticipate that this Moroccan facility will process up to 350 tons of plastic waste per day within the next 24 months, which would make it the largest plastic pyrolysis facility in the world. Since commencing operations in April 2023, Clean-Seas Morocco has generated $161,297 in revenue, with a gross margin of $127,435 from the provision of pyrolysis services and its sale of byproducts
     
  ● West Virginia State Incentive Package. On June 12, 2023, Clean-Seas announced that it secured $12 million in state incentives, which includes $1.75 million in cash to establish a PCN facility outside of Charleston, West Virginia. Clean-Seas West Virginia, has an existing feedstock supply agreement for 100 TPD of post-industrial plastic waste and is planned to be a PCN hub servicing the Mid-Atlantic states. The project will commence in phases, Phase 1 being 100 TPD, scaling up to 500 TPD. Additional project finance capital is in the process of being secured and the Company received the $1.75 million cash disbursement on September 25, 2023.
     
  ● Clean-Seas Arizona. Officially established on September 25, 2022, Clean-Seas Arizona announced a Services Agreement with WS3 and ASU to commission a PCN facility to service the Western United States, starting at 100 TPD and scaling to 500 TPD. The facility is currently planned to produce plastic precursors and clean fuels with the intent to transition to AquaH™.
     

 

  ● New Approach to Vertical Supply Chain. Our PCN is a patent-pending software network connecting sources of waste plastic (feedstock) with conversion facilities, which will produce environmentally friendly commodities. We intend to strategically locate the conversion facilities around the world in locations that are easily accessible and in close proximity to countries that produce a large amount of plastic waste. Currently, we have entered into contracts, letters of intent and/or joint venture agreements for the development of facilities in the following locations: Morocco, India, West Virginia, Arizona, Massachusetts, Michigan, Puerto Rico, France, Turkey and Sri Lanka.

 

     
  ● Large market opportunity for effective solution. Renewable energy is a large market we see with an unmet need. Plastic waste disposal affects all countries, including developing nations. With a more recent focus of governments on environmentally friendly waste removal solutions, we believe there is a large opportunity for us.

 

  ● Unique technology. Pyrolysis technology reduces plastic waste while creating valuable byproducts, such as precursors used in the production of new plastic products, hydrogen (our branded AquaH™) and other clean-burning fuels that can be used to generate clean energy. Our AquaH™ is unique because of how we produce it. Our process is unique in that we use waste plastic and the pyrolysis reaction to create a large volume of synthetic gas (syngas), split that syngas apart, remove the hydrogen and leave the methane, carbon monoxide and carbon dioxide to power the pyrolysis process. We believe our process, including the price, volume and efficiency in which we utilize the pyrolysis process is what differentiates us in the marketplace. Additionally, our relationships with vendors have allowed us to access to pyrolysis technology that is not available to other users of similar technology.
     
  ● Increased support for clean technologies to protect the environment. In recent years, we have seen an increased focus on environmental sustainability and more investors directing their investments towards companies based on ESG factors.

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Government Regulation

Our industry is subject to extensive federal and state laws and regulations in the United States as well as each country in which we perform services. Federal and state laws and regulations impact how we conduct our business and the services we offer and impose certain requirements on us such as:

• licensure and certification;

• operating policies and procedures;

• emergency preparedness risk assessments and policies and procedures;

• policies and procedures regarding employee relations;

• addition of facilities and services;

• billing for services;

• requirements for utilization of services; and

• reporting and maintaining records regarding adverse events.

Permitting

 

Each of our projects in development requires certain government approvals. In the United States, the standard required environmental permits relate to solid waste composting and air quality. The Clean Air Act establishes a number of permitting programs designed to carry out the goals of the Act. Some of these programs are directly implemented by EPA through its Regional Offices but most are carried out by states, local agencies and approved tribes.

 

Regulatory Changes and Compliance

 

Many aspects of our operations and facilities are affected by political developments and are subject to both domestic and foreign governmental regulations, including those relating to:

 

  ● constructing and equipping facilities;
  ● workplace health and safety;
  ● currency conversions and repatriation;
  ● taxation of foreign earnings and earnings of expatriate personnel; and
  ● protecting the environment.

 

We cannot determine the extent to which new legislation, new regulations or changes in existing laws or regulations may affect our future operations.

 

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Environmental

Our operations and properties upon which we perform our pyrolysis services are subject to a wide variety of increasingly complex and stringent foreign, federal, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees. Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some environmental laws provide for strict, joint and several liability for remediation of spills and other releases of hazardous substances, as well as damage to natural resources. In addition, companies may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. Such laws and regulations may also expose us to liability for the conduct of or conditions caused by others or for our acts that were in compliance with all applicable laws at the time such acts were performed.

 

In the United States, these laws and regulations include the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, The Toxic Substances Control Act administered by the U.S. Environmental Protection Agency, and similar laws that provide for responses to, and liability for, releases of hazardous substances into the environment. These laws and regulations also include similar foreign, state or local counterparts to these federal laws, which regulate air emissions, water discharges, hazardous substances and waste and require public disclosure related to the use of various hazardous substances. Our operations are also governed by laws and regulations relating to workplace safety and worker health, including the U.S. Occupational Safety and Health Act and regulations promulgated thereunder.

  

Effect of Existing or Probable Government Regulations on Our Business

 

Our business is affected by numerous laws and regulations on the international, federal, state and local levels, including energy, environmental, conservation, tax and other laws and regulations relating to our industry. Failure to comply with any laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of injunctive relief or both. Moreover, changes in any of these laws and regulations could have a material adverse effect on our business. In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the overall effect of such laws and regulations on our future operations.

 

We believe that our operations comply in all material respects with applicable laws and regulations and that the existence and enforcement of such laws and regulations have no more restrictive an effect on our operations than on other similar companies in our industry. We do not anticipate any material capital expenditures to comply with international, federal and state environmental requirements. However, we can provide no assurance that we will not incur significant environmental compliance costs in the future.

 

Government Regulation Outside the United States

 

In Morocco, India and other projects conducted outside of the United States, we intend to rely upon our partners within those jurisdictions to ensure compliance with local government regulation, permitting requirements, and environmental laws.

  

Employees and Human Capital

We believe that our success depends upon our ability to attract, develop and retain key personnel. As of October 30, 2023, we employed thirty-one (31) individuals, of which nine (9) are part time. Ten (10) of our employees reside in India, nine (9) of our employees reside in Morocco and one (1) of our employees resides in France. A significant number of our management and professional employees have had prior experience in the clean energy and sustainable energy sector. None of our employees are covered by collective bargaining agreements, and management considers relations with our employees to be in good standing. Although we continually seek to add additional talent to our work force, management believes that it has sufficient human capital to operate its business successfully.

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Corporate Information

 

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 website address is https://www.cleanvisioncorp.com. The reference to our website is an inactive textual reference only. The information on, or that can be accessed through, our website is not part of this prospectus. Investors should not rely on any such information in deciding whether to purchase our Common Stock.

 

Clean Vision was initially incorporated in Nevada as China Vitup Health Care Holdings, Inc. on September 15, 2006. Pursuant to an Agreement and Plan of Merger and Reorganization dated September 29, 2006, Tubac Holdings, Inc., a Wyoming corporation and a parent of the Company, was merged with and into the Company on October 2, 2006, with the Company as the surviving entity. On May 5, 2015, the Company changed its name to Emergency Pest Services, Inc. Pursuant to a Plan of Exchange dated August 3, 2015, the Company acquired Emergency Pest Services, Inc., a Florida corporation. Pursuant to a Plan of Exchange dated September 21, 2017, Byzen Digital Inc., a Seychelles corporation, was merged with and into the Company on November 4, 2017, with the Company as the surviving entity. On May 30, 2018, the Company changed its name to Byzen Digital Inc. On May 19, 2020, we changed our focus to clean energy and sustainability when we acquired Clean-Seas, which became our wholly owned subsidiary. On March 12, 2021, the Company’s corporate name was changed to Clean Vision Corporation.

 

Facilities

Our corporate headquarters located at 2711 N. Sepulveda Blvd., Suite #1051, Manhattan Beach, CA 90266, which is a virtual office that is used solely as a mailing address. All of our operations are conducted by our officers, directors, consultants, employees and otherwise are conducted remotely. We believe that this arrangement is adequate for our current operations and needs, but we will secure a physical location for our operations if and when we believe that it becomes necessary.

Legal Proceedings

Presently, except as descried below, there are not any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Percy Settlement Agreement

 

On July 3, 2023, the Company entered into the Percy Settlement Agreement by and between the Company, Christopher Percy and Daniel Bates whereby the parties agreed to a global settlement of the Percy Litigation. Mr. Bates is currently serving as Chief Executive Officer and Chairman of the Company. Mr. Percy is no longer serving as an executive of the Company, and as of February 14, 2023, Mr. Percy no longer served as a director.

 

The Percy Litigation arose from a dispute between the Company, Mr. Percy and Mr. Bates with respect to the management and operation of the Company, as well as Mr. Percy’s employment and position at the Company. On September 16, 2022, the Company commenced the Percy Litigation in the Nevada State Court, against Mr. Percy, alleging breach of fiduciary duty, fraud, conversion, business disparagement, declaratory relief, and injunctive relief. Thereafter, Mr. Percy removed the case to the Nevada District Court (Case No. 2:22-cv-01862-ART-NJK). The Company subsequently filed a motion to remand to state court on November 22, 2022. On December 1, 2022, Mr. Percy filed counterclaims against the Company for breach of contract, wrongful termination, breach of implied covenant of good faith and fair dealing, unjust enrichment, and indemnification. Mr. Percy also filed third-party claims against the Mr. Bates, alleging breach of fiduciary duty, equitable indemnity, and contribution.

 

Pursuant to the Percy Settlement Agreement, none of the parties admitted to fault or liability, Mr. Percy paid $150,000 Percy Payment and, Mr. Bates remitted the $25,000 Bates Payment to Mr. Percy. The Percy Settlement Payments were paid by the D&O Carrier, with $150,000 being paid to the Company on July 19, 2023 and the Company remitting $25,000 to Mr. Percy on July 21, 2023. In addition, on August 4, 2023, the parties released the $5,000 Percy Bond that was deposited with the Clerk of the Nevada State Court.

 

In addition, pursuant to the Percy Settlement Agreement, on July 18, 2023, the Company (i) issued 1,500,000 shares of the Percy Shares to Mr. Percy, (ii) reissued 3,000,000 shares of the Percy Shares to Mr. Percy that were previously cancelled by the Company, and (iii) withdrew its stop-transfer demand with respect to 4,200,000 shares of the Percy Shares. Under the Percy Settlement Agreement, Mr. Percy agreed to not sell, on any given trading day, the Percy Shares in an amount that exceeds more than 10% of the daily trading volume of the Common Stock, with

 

As consideration for entering into the Settlement Agreement, the parties agreed to a customary mutual release of claims. On August 4, 2023, the Nevada District Court entered an Order granting dismissal of all claims, counterclaims, third-party claims, and affirmative defenses in the Percy Litigation, with prejudice, resulting in the Percy Litigation being vacated, closed and finally resolved on such date.

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Tucker Litigation

 

On January 30, 2023, Tucker, one of the holders of the Company’s Series B Preferred Stock commenced the Tucker Litigation against the Company in the Second Judicial District Court of the State of Nevada (Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific performance and declaratory relief. This matter arises from the Tucker Agreement entered into on December 17, 2020, whereby Tucker agreed to perform certain strategic and business development services to the Company in exchange for 2,000,000 shares of Series B Preferred Stock and a consulting fee of $20,000 per month. The 2,000,000 shares of Series B Preferred Stock automatically converted into 20,000,000 shares of Common Stock on January 1, 2023.

 

However the Company’s Transfer Agent was instructed to not issue the shares of Common Stock due to the Tucker Litigation, stemming from an ongoing dispute between the Company and Tucker regarding Tucker’s ability to perform the services under the Tucker Agreement due to the action filed by the United States Securities and Exchange Commission against Profile Solutions, Inc., Dan Oran and Leonard M. Tucker on September 9, 2022 in the United States District Court Southern District of Florida (Case No. 1:22-cv-22881) alleging, among other things, that Leonard Tucker violated Section 17(a)(1) and 17(a)(3) of the Securities Act and aided and abetted violations of Section 10(b) and Rule 10-b5.

 

In the Tucker Litigation, Tucker is seeking, among other things, that the Company issue the shares of Common Stock due pursuant to the Tucker Agreement. The Company is contesting all of the allegations set forth in the Tucker Litigation.

 

Pursuant to the terms of the Company’s agreement with Tucker, the Tucker Litigation is currently scheduled to be resolved through binding arbitration in December 2023.

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

 

The following discussion should be read in conjunction with our financial statements and accompanying notes included elsewhere in this prospectus. The following discussion contains forward-looking statements regarding future events and the future results of the Company that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this prospectus, particularly under “Risk Factors,” and in other reports we file with the SEC. See also “Cautionary Note Regarding Forward-Looking Statements”. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus.

 

The following discussion is based upon our financial statements included elsewhere in this prospectus, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. Each of these decisions has some impact on the financial results for any given period.

 

Overview

 

Clean Vision is a new entrant in the clean energy and waste-to-energy industries focused on clean technology and sustainability opportunities. By leveraging innovative technology, we aim to responsibly resolve environmental challenges by producing valuable products. Through our initiatives, we strive to be recognized as an ESG. Currently, we are focused on providing a solution to the plastic waste problem by converting the waste 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) low-sulfur fuels, (ii) clean hydrogen (specifically, the Company’s branded AquaH™, which trademark application is currently pending with the USPTO), 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 waste plastic generated on land before it flows into the world’s oceans.

  

According to analysis and projections reported by the EIA on April 7, 2022, it is estimated that 98.3 million barrels per day of petroleum and liquid fuels was consumed globally in March 2022, an increase of 2.4 million barrels per day from March 2021. They estimate that global consumption of petroleum and liquid fuels will rise by 1.9 million barrels per day in 2023 to average 101.7 million barrels per day.

In a report published by Markets and Markets Research in February 2021 entitled “Hydrogen Generation Market by Application (Petroleum Refinery, Ammonia & Methanol production, Transportation, Power Generation), Generation & Delivery Mode (Captive, Merchant), Source (Blue, Green & Grey Hydrogen), Technology, and Region-Forecast to 2025,” the global hydrogen generation market is projected to reach $201 billion by 2025 from an estimated $130 billion in 2020, at a compound annual growth rate (CAGR) of 9.2% during the forecast period. While the global green hydrogen market was valued at approximately $0.8 billion in 2021, it is predicted to grow to about $10.2 billion by 2028, with a CAGR of approximately 55.2% over the projection period, according to research and analysis published by Facts and Factors in March 2022 entitled “Green Hydrogen Market By Type (Solid Oxide Electrolyzer, Alkaline Electrolyzer, and Proton Exchange Membrane Electrolyzer), By Use (Transport, Power Generation, and Others) By Customer (Petrochemicals, Glass, Food & Beverages, Chemical, Medical, and Others), and–By Region - Global and Regional Industry Overview, Market Intelligence, Comprehensive Analysis, Historical Data, and Forecast 2022–2028.”

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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, which became our wholly owned subsidiary on May 19, 2020. Clean-Seas believes that it has made significant progress in identifying and developing a new business model around the clean energy and waste-to-energy 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.

 

We are now a holding company, with all operations 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.

 

 

RESULTS OF OPERATIONS

For the Six Months Ended June 30, 2023 and June 30, 2022

 

Revenue

 

For the Six months ended June 30, 2023, the Company recognized revenue of $161,297 and cost of revenue of $33,862, from our subsidiary Clean-Seas Morocco. 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.

 

We recognized no revenue for the six months ended June 30, 2022.

 

Operating Expenses

 

    Six months ended June 30, 2023   Six months ended June 30, 2022   Change ($)   Change (%)
Operating Expenses                                
Consulting   $ 694,498     $ 782,960     $ (88,462 )     (11.3 %)
Professional fees     541,560       126,630       414,930       327.7 %
Payroll expense     532,264       452,289       79,975       17.7 %
Director fees     88,000       9,000       79,000       877.8 %
General and administration expenses     760,803       596,970       163,833       27.4 %
Total operating expenses   $ 2,617,125     $ 1,967,849     $ 649,276       33 %

 

 

Consulting Expense

 

For the six months ended June 30, 2023 and 2022, we had consulting expenses of $694,498 and $782,960 respectively, a decrease of $88,462 or 11.3%. The decrease is mainly due to a decrease in the amortized stock compensation expense for the Series B Preferred Stock ($210,000), offset by an increase in the Common Stock issued for services for non-cash compensation expense of approximately $198,000 and additional expense incurred for new consultants. In the prior period we had $334,800 of stock compensation expense and $146,700 of consulting expense incurred by our Clean-Seas India subsidiary.

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Professional Fees

 

For the six months ended June 30, 2023 and 2022, we incurred professional fees of $541,560 and $126,630, respectively, an increase of $414,930 or 327.7%. In the current period we had additional legal expense of approximately $332,000 related to both the filing of our Regulation A Offering Statements and ongoing litigation.

 

Payroll Expense

 

For the six months ended June 30, 2023 and 2022, we had payroll expenses of $532,264 and $452,289, respectively, an increase of $79,975 or 17.7%. In the current period we recognized payroll expense from Clean-Seas Morocco of approximately $98,000. In addition, payroll increased due to salary increases for some of our employees.

 

Director Fees

 

For the six months ended June 30, 2023 and 2022, we had director fees of $88,000 and $9,000, respectively, an increase of $79,000. Our directors are compensated $4,500 per quarter. In the prior period expense was incurred for just one director. In the current period we have three directors. In addition, we issued 500,000 shares of Common Stock to a new director for total non-cash compensation expense of $61,000.

 

General and Administrative expense

 

For the six months ended June 30, 2023 and 2022, we had G&A expense of $760,803 and $596,970, respectively, an increase of $163,833 or 27.4%. In the current period we recognized (which is not included in the Company’s corporate Payroll Expense account discussed above) expense from Clean-Seas Morocco of approximately $97,500. Some of our larger G&A expenses were for promotional expense (~$157,500), transfer agent fees (~$22,000) and public company fees (~$22,100). Our Clean-Seas India subsidiary also incurred $82,000 of G&A expense during the period. We’ve seen an overall increase of our G&A as the Company seeks new business opportunities and expansion.

 

Other Income and Expense

 

For the six months ended June 30, 2023, we had total other expense of $2,971,218 compared to $218,948 for the six months ended June 30, 2022. In the current period we recognized $1,709,153 of interest expense, of which $1,636,939 was amortization of debt discount and a loss on debt issuance of $2,676,526. This was offset with a gain of $260,882 for the conversion of debt, $17,500 from extinguishment of debt and a gain in the change in fair value of derivative of $1,136,079. In the prior year we recognized $195,483 for debt issuance costs for the fair value of the warrants issued with convertible debt. We also had $23,465 of interest expense, of which $15,000 was amortization of debt discount.

 

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Net Loss

 

Net loss for the six months ended June 30, 2023, was $5,427,614, after deducting $33,294 for the non-controlling interest, and $2,186,797, respectively. Our net loss increased mainly due to non-cash expense associated with our convertible debt.

 

Year ended December 31, 2022 compared to the year ended December 31, 2021

 

The Company had no revenue for the twelve months ended December 31, 2022 and 2021.

 

 

Operating Expenses

  

    Year ended December 31, 2022   Year ended December 31, 2021   Change ($)   Change (%)
Operating Expenses                                
Consulting   $ 2,452,383     $ 1,955,213     $ 497,170       25.4 %
Professional fees     407,501       413,479       (5,978 )     (1.4 )%
Payroll expense     829,364       824,393       4,971       0.6 %
Officer stock compensation expense     516,042       536,125       (20,083 )     (3.7 )%
Director fees     171,000       18,500       152,500       824.3 %
General and administration expenses     1,287,030       373,095       913,935       245.0 %
Total operating expenses   $ 5,663,320     $ 4,120,805     $ 1,542,515       37.4 %

 

Consulting Expense

 

For the twelve months ended December 31, 2022 and 2021, we had consulting expenses of $2,452,383 and $1,955,213, respectively, an increase of $497,170 or 25.4%. In the current period we had approximately $1,144,000 of stock compensation expense and $198,000 and $223,000 of consulting expense incurred by our Clean Seas India and Clean Seas subsidiaries, respectively. In the prior period we had $1,574,000 of stock compensation expense. In the current year we hired additional consultants in conjunction with our increased activity, primarily with Clean Seas.

 

Professional Fees

 

For the twelve months ended December 31, 2022 and 2021, we incurred professional fees of $407,501 and $413,479, respectively, a decrease of $5,978 or 1.4%. Although, our overall expense has not changed significantly, a large portion of the expense in the current period is related to ongoing litigation whereas, in the prior period we incurred additional legal and audit expense related to the filing of our Regulation A Offering Statement

 

Payroll Expense

 

For the twelve months December 31, 2022 and 2021, we had payroll expense of $829,364 and $824,393, respectively, an increase of $4,971 or 0.61%.

 

Officer Stock Compensation

 

For the twelve months December 31, 2022 and 2021, we had officer stock compensation expense of $516,042 and $536,125, respectively, a decrease of $20,083 or 3.75%. In the current period we issued 10,000,000 shares of Common Stock to our CEO for total non-cash expense of $350,000, 2,000,000 shares to our CFO for total non-cash expense of $70,000 and 2,708,340 shares to our CRO for total non-cash expense of $96,042. In the prior year we issued preferred stock for services to our CEO for total non-cash compensation expense of $359,800. We also issued 500,000 shares to our CFO and 3,680,000 shares to former officers for total non-cash expense of $194,055.

 

Director Fees

 

For the twelve months December 31, 2022 and 2021, we had director fees of $171,000 and $18,500, respectively, an increase of $152,500 or 824%. Our directors are compensated $4,500 per quarter. In the current year we also issued a total of 4,500,000 shares of Common Stock to two of our directors for total non-cash compensation expense of $148,500. In the prior year we issued 500,000 shares of Common Stock to two of our directors for total non-cash compensation expense of $14,000.

 

General and Administrative Expense

 

For the twelve months December 31, 2022 and 2021, we had G&A expense of $1,287,030 and $373,095, respectively, an increase of $913,935 or 245.0%. Some of our larger G&A expenses, and the increases over prior period are investor relations (~$387,000), development expense (~$35,500) and travel (~$58,500). Our Clean Seas India subsidiary also incurred $124,000 of G&A expense during the period.

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Other Income and Expenses

 

For the twelve months December 31, 2022, we had total other expense of $250,404 compared to $1,913,606 for the twelve months December 31, 2021. In the current year we recognized $250,404 of interest expense, of which $200,273 was amortization of debt discount. In the prior period we recognized $1,187,033 of interest expense, $1,162,996 of which was amortization of debt discounts, a loss in the change of the fair value of derivative of $576,573 and a loss on investment of $150,000.

 

 

Net Loss

 

We had a net loss of $5,913,724 for the year ended December 31, 2022, compared to a net loss of $6,034,411 for the year ended December 31, 2021, a decrease in net loss of $120,687 or 1.9% from the prior year. The decrease in net loss was mainly due to the decrease in amortization expense, recorded as part of interest expense, from the prior year.

LIQUIDITY AND CAPITAL RESOURCES

To date, we have funded our operations through the issuance of equity securities and debt securities. We are not profitable, have not generated any revenue and have incurred an accumulated deficit of $25,989,951 as of June 30, 2023. For the six months ended June 30, 2023, we had a net loss of $5,427,614, and we had a net loss of $5,913,724 for the year ended December 31, 2022. At June 30, 2023, we had cash of $394,304 and cash of $10,777 at December 31, 2022. We expect to continue to incur losses for the foreseeable future, and these losses could increase as we continue to work to develop our business. We also expect our capital needs to increase as we purchase additional pyrolysis equipment. We expect that the proceeds of this Offering together with our cash on hand will be sufficient to meet our capital needs for at least the next twelve months. Our future capital needs will be dependent upon our ability to generate significant revenue from operations. Our 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 our contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about our ability to continue as a going concern.

 

Working Capital

 

    Six Months Ended June 30, 2023   Year Ended December 31, 2022
Cash   $ 394,304     $ 10,777  
Other Current Assets     1,699,381       125,000  
Total Current Assets     2,093,685       135,777  
Total Current Liabilities     11,432,548       1,954,790  
Working Capital / (Deficit)   $ (9,338,863 )   $ (1,819,013 )

  

As of June 30, 2023, our cash balance was $394,304 and total current assets were $2,093,685. As of December 31, 2022, our cash balance was $10,777 and total current assets were $135,777.

 

As of June 30, 2023, we had a working capital deficit of $9,338,863, compared with a working capital deficit of $1,819,013 as of December 31, 2022.

 

Cash Flows

 

The following table sets forth the significant sources and uses of cash for the six months ended June 30, 2023 and 2022.

 

    Six Months Ended June 30, 2023   Six Months Ended June 30, 2022
         
Cash Flows Used in Operating Activities   $ (2,239,317 )   $ (1,718,319 )
Cash Flows Used in Investing Activities   $ (2,000,000 )   $ (80,346 )
Cash Flows Provided by Financing Activities   $ 4,639,902     $ 1,011,879  
Net Change in Cash During the period end   $ 400,585     $ (786,786 )

 

For the six months ended June 30, 2023, we used $2,239,317 of cash in operating activities, which included $3,431,853 for non-cash items and $117,644 for operating activities. For the six months ended June 30, 2022, we used $1,718,319 of cash in operating activities.

 

For the six months ended June 30, 2023 and 2022, we used $2,000,000 for the acquisition of Clean-Seas Morocco and $80,346 for the purchase of property and equipment, respectively.

 

For the six months ended June 30, 2023 and 2022, we received net cash of $4,639,902 and $1,011,879, respectively, from financing activities. In the current period we received $4,434,500 from a convertible note payable, $42,500 from a note payable, $5,000 from our CEO, and $335,000 from the sale of our Common Stock. We repaid $10,000 of the loan owed to our CEO, $135,000 of a convertible note and $21,005 on other notes payable. In the prior period, we received $300,000 from a convertible note payable, $600,000 from the sale of Common Stock and $126,381 from other notes, $14,402 of which was repaid.

  

The following table sets forth the significant sources and uses of cash for the years ended December 31, 2022 and 2021.

 

    Year Ended December 31, 2022   Year Ended December 31, 2021
         
Cash Flows Used in Operating Activities   $ (2,029,096 )   $ (1,801,078 )
Cash Flows Used in Investing Activities   $ (90,871 )   $ (300,505 )
Cash Flows Provided by Financing Activities   $ 1,278,417     $ 2,936,500  
Net Change in Cash During the period end   $ (841,550 )   $ 834,917  

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Cash Flow from Operating Activities

 

During the twelve months ended December 31, 2022, we incurred a net loss of $5,913,724, adjusted by $3,064,138 for non-cash expenses and $820,490 in adjustments for changes in assets and liabilities for net cash of $2,029,096 used in operating activities. During the year ended December 31, 2021, we had a net loss of $6,034,411 adjusted by $2,142,235 for non-cash expenses and $2,091,098 in adjustments for changes in assets and liabilities, for net cash of $1,801,078 used in operating activities.

 

Cash Flow from Investing Activities

During the twelve months ended December 31, 2022, we purchased equipment in the amount of $90,871. During the year ended December 31, 2021, we purchased equipment in the amount of $150,505 and used $150,000 to repurchase shares sold to 100Bio.

  

Cash Flow from Financing Activities

 

During the twelve months ended December 31, 2022, we received $555,000 proceeds from convertible notes, $600,000 proceeds from the sale of Common Stock, $154,000 from other notes payable and $46,917 from a related party loan. Cash received was offset by repayment of $57,500 of notes payable and $20,000 of related party notes. During the year ended December 31, 2021, we received $3,244,000 from proceeds from the sale of Common Stock, $300,000 proceeds from the sale of notes payable, $686,500 from the proceeds of the sale of convertible notes, which was partially offset by repayment of $594,000 of convertible notes and $700,000 for notes.

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

 

“Note 2– Summary of Significant Accounting Policies” in the audited financial statements and included in this prospectus under “Index to Financial Statements” describe the significant accounting policies and methods used in the preparation of the Company’s financial statements.

 

Controls and Procedures

 

We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act for the twelve-month period ending December 31, 2023. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, would we be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.

 

JOBS Act and Recent Accounting Pronouncements

 

The JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

 

We have implemented all new accounting pronouncements that are in effect and may impact our financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

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Management

 

The following sets forth information regarding individuals who are currently serving as directors and/or executive officers as of October 30, 2023.

 

Name   Age   Position
Daniel Bates     65     Chairman, Chief Executive Officer, President and Director
Rachel Boulds     53     Chief Financial Officer
Daniel Harris     60     Chief Revenue Officer
Dr. Michael Dorsey     51     Independent Director
Gregory Michael Boehmer     55     Independent Director
Bart Fisher     79     Independent Director

 

Our directors are elected annually and will hold office until our next annual meeting of the stockholders and until their successors are elected and qualified. Officers hold their positions at the pleasure of the Board and pursuant to any employment agreement entered into. Our officers and directors may receive compensation as determined by us from time to time by vote of the Board. Such compensation might be in the form of stock options. Directors may be reimbursed by the Company for expenses incurred in attending meetings of the Board. Vacancies in the Board are filled by majority vote of the remaining directors.

 

Executive Officers and Directors

 

The following is a brief description of the education and business experience of our directors and executive officers.

  

Daniel Bates – Chief Executive Officer and Chairman

 

Mr. Bates has been our Chief Executive Officer and has served on the Board since May 27, 2020. Mr. Bates was appointed as our President, Secretary and Treasurer on July 20, 2022. Previously, from June 2014 to August 2019, Mr. Bates served as the CEO and President of ImpactPPA, 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 more than a decade in the renewable energy industry serving as the CEO of WindStream.

 

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), which was formed in 1990, 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 (“Avant”) in 1997, 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. Mr. Bates earned an Associates of Arts degree in Business Administration from Humboldt State University.

 

We believe that Mr. Bates is highly qualified to serve as a member of the Board and our management team due to his significant experience in the renewable energy industry and understanding of emerging markets and finance.

 

Rachel Boulds – Chief Financial Officer

 

Ms. Boulds has served as the Company’s Chief Financial Officer since May 1, 2022. Ms. Boulds currently works for the Company on a part-time basis (spending approximately 80% of her time working for the Company) while also operating 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 for two other companies. 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 PriceWaterhouseCoopers LLP. 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.

 

Daniel C. Harris – Chief Revenue Officer

 

Mr. Harris has served as the Company’s Chief Revenue Officer since June 2022, has served as the VP of Business Development of the Company’s subsidiary, Clean-Seas, since October 2021 and Chief Executive Officer of the Company’s subsidiary, Clean-Seas Morocco, since May 2023. From 2013 through 2017, Mr. Harris served as the Executive Vice President of Windstream Technologies, Inc., and from 2017 through 2019, Mr. Harris was a franchisee of Patrice & Associates. Mr. Harris is currently dedicated to the global expansion efforts of Clean-Seas’ Plastic Conversion Network by focusing on establishing new locations and partnerships for its pyrolysis facilities. Mr. Harris has over 20 years of experience in the competitive energy space. Prior to his roles with the Company, Mr. Harris served as Executive Vice President of Global Sales at WindStream, focusing on large commercial installations of renewable energy systems (integrated wind and solar). Preceding his tenure at WindStream, Mr. Harris served as Executive Vice President of Sales at Glacial Energy, a nationwide provider of retail electricity and natural gas for commercial, industrial, and institutional customers. In addition to his experience in the energy field, he had a successful 20 year career in the telecommunications industry, holding numerous high level positions in General Management and Sales and Operations Management with telecommunications service providers such as Winstar Communications, Telseon, and Teleport Communications. Mr. Harris holds a Bachelor of Arts degree in both Telecommunications Management and Marketing from Syracuse University.

 

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Dr. Michael Dorsey - Director

 

Dr. Dorsey has served as a member of the Board since September 2021. He 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 the United Nations Conference on Trade and Development (UNCTAD) 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.

 

Dr. Dorsey presently serves as a director at Michigan Environmental Council, where he has served since 2019, as well as at Univergy Solar since 2017, where he is also a partner. Dr. Dorsey’s employment history also includes: a limited partner at Ibursun, 2019 to present; co-founder and treasurer at Sunrise Movement, 2017 to present; partner at Pahal Solar, 2019 to present; advisor at ImpactPPA 2018 to 2020; full member at Club of Rome, 2013 to present; member at Progress with Friends, 2006 to present; and co-founder at DetroitxPAC, 2013 to present. Dr. Dorsey earned an undergraduate degree from the University of Michigan, a Master of Forest Science from Yale University, an MA in anthropology from Johns Hopkins University and a Ph.D. in environmental policy from the University of Michigan.

 

We believe that Dr. Dorsey is highly qualified to serve as a member of the Board due to his significant experience in global renewable energy markets and government policy sectors.

 

Gregory Michael Boehmer

 

Mr. Boehmer has served as a member of the Board since October 3, 2022 and has been supporting the Clean Vision Corp. as a consultant since 2021.Mr. Boehmer has over 12 years of experience helping public companies with their fiscal, compliance and regulatory needs. He has a B.S. degree from the University of Dayton (OH) and a Master’s Degree in Human Resource Management from Towson University (MD).

 

After achieving success with a few OTC Pink Sheet companies in 2009-10, Mr. Boehmer opened his consulting firm, Layne Michael Consulting, LLC, in 2011, where he currently still works, in an effort to provide general public company management, investor relations, corporate communications and compliance services to companies struggling with compliance and or public relations issues at rates far more affordable than larger firms were able to offer.

 

We believe that Mr. Boehmer is highly qualified to serve as a member of the Board due to his years of experience and expertise in working with publicly traded companies and building development stage companies.

 

Bart Fisher - Director

 

Mr. Fisher has served as a member of the Board since January 18, 2023. Mr. Fisher brings 50 years’ experience as an attorney and investment banker specializing in high profile international corporate litigation and complex transnational financial transactions. As an attorney, Mr. Fisher has served as Managing Partner of the Law Office of Bart S. Fisher and is a member of the District of Columbia Bar. From 1972 through April, 1994, he practiced law with Patton Boggs LLP in Washington, D.C., where he was a partner as of January 1, 1978. He has also been a partner at Arent Fox Kintner Plotkin & Kahn (1994-1995), and Of Counsel with Porter, Wright, Morris & Arthur (1996-2001), Bryan Cave (2002) and Dorsey & Whitney (2003-2004). In his dual career as an investment banker, he serves as Managing Partner of JJ&B, LLC, a boutique investment bank located in Washington, D.C., Chairman of Omni Advisors LLC, a D.C. and NY-based investment bank, and Chairman of Capital Commodities, LLC.

 

Mr. Fisher earned his undergraduate degree from Washington University (St. Louis), an MA and Ph.D. in international relations from Johns Hopkins School of Advanced International Studies, and a J.D. from Harvard Law School. He has been nominated twice for the Nobel Prizes in Peace (2019) and Medicine (2020). Throughout his career, Mr. Fisher has been a prolific published author, frequent teacher and university lecturer, and a force for successfully advancing health care and philanthropy.

 

We believe that Mr. Fisher is highly qualified to serve as a member of the Board due to his significant experience in the legal and investment banking industries.

 

Corporate Governance

 

Family Relationships amongst Directors and Officers

 

There are no family relationships among our directors and executive officers.

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Arrangements between Officers and Directors

 

To our knowledge, there is no arrangement or understanding between any of our officers and directors and any other person, including officers and directors, pursuant to which the officer was selected to serve as an officer or director.

 

Involvement in Certain Legal Proceedings

 

None of our executive officers or directors has been involved in any of the following events during the past ten years, except as described under “Business Experience”, above: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law; (5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section (1a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

 

Board Leadership Structure

 

The Board has the responsibility for selecting our appropriate leadership structure. In making leadership structure determinations, the Board considers many factors, including the specific needs of our business and what is in the best interests of our stockholders. Mr. Daniel Bates serves as Chairman and CEO. The Board does not have a policy as to whether the Chairman should be an independent director, an affiliated director, or a member of management. The Board believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.

 

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Risk Oversight

 

Effective risk oversight is an important priority of the Board. Because risks are considered in virtually every business decision, the Board discusses risk throughout the year generally or in connection with specific proposed actions. The Board’s approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.

 

Once established, our Audit Committee will review and assess the Company’s processes to manage business and financial risk and financial reporting risk. It also reviews the Company’s policies for risk assessment and assesses steps management has taken to control significant risks.

 

Other Directorships

 

No director of the Company is also a director of an issuer with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act).

 

Committees of the Board

 

The Board does not currently have any committees established.

 

Policy on Equity Ownership

 

The Company does not have a policy on equity ownership at this time.

 

Controlled Company

Daniel Bates, our CEO and Chairman, holds 2,000,000 shares of Series C Preferred Stock that, pursuant to the Certificate of Designation of Series C Convertible Preferred Stock (the “Series C COD”), automatically converted into 20,000,000 shares of Common Stock on January 1, 2023; however, although the shares of Common Stock thereunder have not been formally issued as of the date hereof, the shares of Series C Preferred Stock are no longer outstanding. Pursuant to the Series C Preferred COD, the Series C Preferred Stock votes together with our Common Stock on all stockholder matters at a rate of one hundred Common Stock votes per share of Series C Preferred Stock held (the “Series C Preferred Stock Voting Preference”).

 

While Mr. Bates no longer has the contractual right to the Series C Preferred Stock Voting Preference, if it is determined that Mr. Bates still holds such right pursuant to the Series C COD, Mr. Bates will be able to influence our management and affairs and control the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.

 

Code of Ethics

 

We have not adopted a Code of Ethical Business Conduct (“Code of Ethics”) that applies to all of our directors, officers and employees. Once adopted, the Code of Ethics will be available on our website at https://www.cleanvisioncorp.com. We intend to disclose any amendments to our Code of Ethics and any waivers with respect to our Code of Ethics granted to our principal executive officer, our principal financial officer, or any of our other employees performing similar functions in a Current Report on Form 8-K.

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Executive Officer and Director Compensation

 

Executive Compensation Table

 

The following table sets forth information concerning the compensation of (i) all individuals serving as our principal executive officer or acting in a similar capacity for the years ended December 31, 2022 and 2021 (“PEO”), regardless of compensation level; (ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers for the period ended December 31, 2022 and 2021, if any (subject to the limitations below); and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer at December 31, 2022 (collectively, the “Named Executive Officers”).

 

The Board does not have a Compensation Committee. In its absence, compensation was determined by the majority of the Board.

 

Summary Compensation Table

  

Name and Principal Position   Year   Salary
($)		   Bonus
($)		   Stock Awards
($)(2)		   Option Awards
($)		   Non-Equity Incentive Plan Compensation
($)		   Nonqualified
Deferred
Compensation
Earnings
($)		   All Other Compensation
($)(3)		   Total
Daniel Bates     2022     $ 240,000     $ 0     $ 350,000     $ 0     $ 0     $ 0     $ 0     $ 590,000  
CEO     2021     $ 240,000     $ 0     $ 359,800     $ 0     $ 0     $ 0     $ 0     $ 599,800  
Chris Percy(1)     2022     $ 57,750     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 57,750  
      2021     $ 231,000     $ 0     $ 59,375     $ 0     $ 0     $ 0     $ 0     $ 290,375  
John Owen (4)     2022     $ 131,250     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 131,250  
COO     2021     $ 80,000     $ 0     $ 14,000     $ 0     $ 0     $ 0     $ 0     $ 94,000  
Rachel Boulds     2022     $ 60,000     $ 0     $ 70,000     $ 0     $ 0     $ 0     $ 0     $ 130,000  
CFO     2021     $ 47,000     $ 0     $ 102,950     $ 0     $ 0     $ 0     $ 0     $ 149,950  
Daniel Harris     2022     $ 90,000     $ 0     $ 94,792     $ 0     $ 0     $ 0     $ 0     $ 184,792  
CRO     2021     $ 22,500     $ 0     $ 17,750     $ 0     $ 0     $ 0     $ 0     $ 40,250  

 

 

(1) Effective as of July 30, 2022, Mr. Percy was terminated as the Company’s Chief Commercial Officer, President, Treasurer and Secretary. Effective as of February 14, 2023, Mr. Percy was removed as a director.

 

(2) In accordance with SEC rules, this column reflects the aggregate fair value of the stock awards granted during the respective fiscal year computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (ASC 718). The valuation assumptions used in determining such amounts are described in Note 8 to our consolidated financial statements included elsewhere in this prospectus.

 

(3) Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned any non-equity incentive plan compensation, nonqualified deferred compensation, or other compensation, during the periods reported above.

 

(4) Mr. Owen resigned from the Company effective November 21, 2022.

 

Outstanding Equity Awards at Fiscal Year-End

 

The Company: (i) did not grant any stock options to its executive officers or directors during the years ended December 31, 2022 and December 31, 2021; (ii) did not have any outstanding equity awards as of December 31, 2022; and (iii) had no options exercised by its Named Executive Officers in the fiscal years ending December 31, 2022 and December 31, 2021.

 

Compensation of Directors

 

The following table sets forth summary information concerning the compensation we paid to non-executive directors during the years ended December 31, 2022 and December 31, 2021.

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Name and Principal Position   Year   Fees Earned or Paid in Cash
($)		   Stock Awards
($)		   Non-Equity Incentive Plan Compensation
($)		   Nonqualified
Deferred
Compensation
Earnings
($)		   All Other Compensation
($)		   Total
Dr. Michael Dorsey     2022     $ 9,000     $70,000   $ 0     $0   $ 0     $97,000
      2021     $ 0     $14,000   $ 0     $0   $ 0     $14,000
Gregory Boehmer     2022     $ 4,500     $78,500   $ 0     $0   $ 0     $83,000
      2021     $ 0     $0   $ 0     $0   $ 0     $0
Bart Fisher     2022     $ 0     $0   $ 0     $0   $ 0     $0
      2021     $ 0     $0   $ 0     $0   $ 0     $0

 

The table above does not include the amount of any expense reimbursements paid to the above directors. No directors received any Non-Equity Incentive Plan Compensation, Change in Pension Value and Nonqualified Deferred Compensation Earnings during the period presented. Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

 

Outstanding Equity Awards at the End of the Fiscal Year

 

We do not currently have any equity compensation plans and therefore no equity awards were outstanding as of December 31, 2022.

 

Stock Option Grants

 

We have not granted any stock options to our executive officers or directors.

 

Employment Agreements

 

Daniel Bates

 

We entered into an employment agreement with Daniel Bates (the “Bates Employment Agreement”) on May 27, 2020 for a term of three years. Under the Bates Employment Agreement, Mr. Bates serves as our Chief Executive Officer and President. He receives a monthly base salary of $20,000, provided that $7,500 per month is deferred until we raise a minimum of $250,000 in a financing, which financing was raised in February 2021. Mr. Bates is also eligible to receive a quarterly revenue bonus of 10% of our consolidated gross revenue for such quarter, which shall be paid in cash or Common Stock, as determined by the Board (“Revenue Bonus”).

 

The Bates Employment Agreement provides that Mr. Bates is eligible to participate in our employee stock option plan, life, health, accident, disability insurance plans, pension plans and retirement plans, in effect from time to time, to the extent and on such terms and conditions as we customarily make such plans available to our senior executives. In addition, he is entitled to three weeks of paid vacation per year.

 

The Bates Employment Agreement provides that it shall continue until terminated (i) upon the death of Mr. Bates; (ii) upon the delivery to Mr. Bates of written notice of termination by us if Mr. Bates suffers a physical or mental disability rendering, in the Board’s reasonable judgment, Mr. Bates unable to perform his duties and obligations under the Bates Employment Agreement for either 90 consecutive days or 190 days in any 12-month period; (iii) upon delivery to Mr. Bates of written notice of termination by us for Cause, as such term is defined in the Bates Employment Agreement; or (iv) upon delivery of written notice from Mr. Bates to us for Good Reason, as such term is defined in the Bates Employment Agreement. The Bates Employment Agreement also provided that until we have obtained $2,000,000 in gross proceeds from a financing or series of financings the Bates Employment Agreement may be terminated by either party on thirty (30) days’ notice, which financing was obtained and therefore the Bates Employment Agreement can no longer be terminated on thirty (30) days’ notice.

 

Mr. Bates is bound by certain confidentiality provisions pursuant to the Bates Employment Agreement.

 

If Mr. Bates’ employment is terminated for Good Reason, in addition to paying Mr. Bates all outstanding sums due and owing to him at the time of separation, we are also required to pay Mr. Bates an amount equal to six (6) months of his then-current Base Salary in the form of salary continuation (the “Severance Payments”), plus payment of the medical insurance premium for Mr. Bates and his family.

 

Notwithstanding the reason for Mr. Bates’ termination he is entitled to: (i) all benefits payable under the applicable benefit plans through the date of termination, (ii) any accrued but unused vacation earned by Mr. Bates through the date of termination; (iii) reimbursement for any business expenses incurred by Mr. Bates prior to the date of termination; and (iv) the prorated portion of any Revenue Bonus to which he is entitled.

 

The receipt of any termination benefits described above is subject to Mr. Bates’ execution of a release of claims in favor of us.

 

In the event of Mr. Bates’ termination due to death or disability, Mr. Bates or his estate shall be entitled to all severance benefits (including, without limitation, the Severance Payments) as well as retaining any options vested as of the date of termination.

 

Effective as of February 9, 2021, the Bates Employment Agreement was amended for purposes of extending the term to five years, expiring on May 27, 2025, and issuing Mr. Bates 2,000,000 shares of our Series C Preferred Stock.

 

Rachel Boulds

 

The Company entered into a consulting agreement with Rachel Boulds, effective as of May 1, 2021, (“Boulds Consulting Agreement”) to serve as part-time Chief Financial Officer for compensation of $5,000 per month. On February 22, 2021, Ms. Boulds was granted 500,000 shares of Common Stock for her services. On December 14, 2022, Ms. Boulds was granted 2,000,000 shares of Common Stock for her services.

 

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Certain Relationships and Related Party Transactions

 

Except as discussed below or otherwise disclosed above under “Executive and Director Compensation”, which information is incorporated by reference where applicable in this “Certain Relationships and Related Transactions, and Director Independence” section, the following sets forth a summary of all transactions since January 1, 2021, or any currently proposed transaction, in which the Company was to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at the fiscal year-end for December 31, 2022 and December 31, 2021, and in which any officer, director, or any stockholder owning greater than five percent (5%) of our outstanding voting shares, nor any member of the above referenced individual’s immediate family, had or will have a direct or indirect material interest (other than compensation described above under “Executive and Director Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

 

The Company issued to Mr. Bates three separate promissory notes, 1) on August 1, 2022, for $1,000, 2) on September 15, 2022, for $35,040, and 3) on October 6, 2022, for $1,000. The notes bear interest at 8% and are due on demand. As of December 31, 2022, the Company repaid $20,000, for a balance due of principal and interest of $26,040 and $977. During the six months ended June 30, 2023, Mr. Bates loaned the Company an additional $5,000 and was repaid $10,000. As of June 30, 2023, the balance due of principal and interest of $21,040 and $1,869.

  

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Review, Approval and Ratification of Related Party Transactions

 

The Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof). The Board currently plans to adopt a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held Common Stock that is listed on Nasdaq. We anticipate that under the new policy:

 

● any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by the Audit Committee; and
   
● any employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the Board or recommended by the compensation committee to the Board for its approval.

 

In connection with the review and approval or ratification of a related person transaction:

 

  ● management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;
     
  ● management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;
     
  ● management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with the Securities Act and the Exchange Act and related rules; and
     
  ● management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act.

 

In addition, we anticipate the related person transaction policy will provide that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director, should consider whether such transaction would compromise the director’s status as an “independent,” “outside,” or “non-employee” director, as applicable, under the rules and regulations of the SEC, Nasdaq, and the Code of Ethics.

 

In addition, our Code Ethics (described above under “Management—Code of Ethics”), which will apply to all of our employees, officers and directors, will require that all employees, officers and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests.

 

Conflicts Related to Other Business Activities

 

The persons serving as our officers and directors have existing responsibilities and, in the future, may have additional responsibilities, to provide management and services to other entities in addition to us. As a result, conflicts of interest between us and the other activities of those persons may occur from time to time.

 

We will attempt to resolve any such conflicts of interest in our favor. Our officers and directors are accountable to us and our stockholders as fiduciaries, which requires that such officers and directors exercise good faith and integrity in handling our affairs. A stockholder may be able to institute legal action on our behalf or on behalf of that stockholder and all other similarly situated stockholders to recover damages or for other relief in cases of the resolution of conflicts in any manner prejudicial to us.

 

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Security Ownership of Certain Beneficial Owners and Management

 

 

The following table sets forth certain information, as of October 30, 2023 with respect to the beneficial ownership of the outstanding Common Stock by (i) any holder of more than five (5%) percent of our Common Stock; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

 

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities. These rules generally provide that shares of Common Stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of the Date of Determination, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

 

To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, as of the Date of Determination, (a) the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to applicable community property laws; and (b) no person owns more than 5% of our Common Stock. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 2711 N. Sepulveda Blvd., Suite #1051, Manhattan Beach, California 90266.

 

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Exchange Act.

 

    Shares Beneficially Owned(1)   Percentage Ownership
5% Beneficial Owners                
Holder of Series B Preferred Stock(2)     20,000,000       3.3  %
                 
Executive Officers and Directors                
Daniel Bates(3)     33,125,000       5.5 %
Rachel Boulds     2,625,000       * %
Dr. Michael Dorsey     2,625,000       * %
Gregory Boehmer     3,125,000       * %
Daniel Harris     3,368,757       * %
Bart Fisher     525,000        *  %
All current directors and officers as a group (6 persons)     45,393,757       8.8 %

 

    *Less than 1%

 

  (1) Based on 604,103,984 shares of Common Stock outstanding as of October 30, 2023. Under the rules of the SEC, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or direct the voting of such security or the power to dispose or direct the disposition of such security. Unless otherwise indicated by footnote, the named entities or individuals have sole voting and investment power with respect to the shares of Common Stock beneficially owned.
     
  (2) Includes 20,000,000 shares of Common Stock issuable to Tucker upon conversion of the 2,000,000 issued and outstanding shares of Series B Preferred Stock, which shares automatically converted into 20,000,000 shares of Common Stock on January 1, 2023; however, the Company’s Transfer Agent has been instructed to not issue the shares of Common Stock until the Tucker Litigation has been resolved. Accordingly, although the shares of Common Stock thereunder have not been formally issued as of October 30, 2023, the shares of Series B Preferred Stock are no longer outstanding.
     
  (3) Includes 20,000,000 shares of Common Stock to be issued upon conversion of the Series C Preferred Stock owned by Mr. Bates, which conversion automatically occurred on January 1, 2023, but has not been effectuated as of October 30, 2023.

    

Change of Control

 

The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.

 

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Description of Capital Stock

 

The following description of our capital stock and provisions of our certificate of incorporation and by-laws are summaries and are qualified by reference to the certificate of incorporation and by-laws. We urge you to read our certificate and our by-laws, as in effect immediately following the closing of this Offering, which are included as exhibits to the registration statement of which this prospectus forms a part.

 

Certain provisions of our certificate and our by-laws summarized below may be deemed to have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of Common Stock.

 

Authorized Capitalization

 

The total number of authorized shares of our capital stock is 2,010,000,000 shares, $0.001 par value per share, of which 2,000,000,000 shares are Common Stock, and 10,000,000 shares are preferred stock.

 

Common Stock

 

Shares of our Common Stock have the following rights, preferences, and privileges:

 

Voting

 

Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. Any action at a meeting at which a quorum is present will be decided by a majority of the voting power present in person or represented by proxy, except in the case of any election of directors, which will be decided by a plurality of votes cast. There is no cumulative voting.

 

Dividends

 

Holders of our Common Stock are entitled to receive dividends when, as and if declared by the Board out of funds legally available for payment, subject to the rights of holders, if any, of any class of stock having preference over the Common Stock. Any decision to pay dividends on our Common Stock will be at the discretion of the Board. The Board may or may not determine to declare dividends in the future. See “Dividend Policy” on page 58 of this prospectus for more information. The Board’s determination to issue dividends will depend upon our profitability and financial condition, any contractual restrictions, restrictions imposed by applicable law and the SEC, and other factors that the Board deems relevant. 

 

Liquidation Rights

 

In the event of a voluntary or involuntary liquidation, dissolution or winding up of the company, the holders of our Common Stock will be entitled to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in full, or provided for payment of, all of our debts and after the holders of all outstanding series of any class of stock have preference over the Common Stock, if any, have received their liquidation preferences in full.

 

Other

Our issued and outstanding shares of Common Stock are fully paid and nonassessable. Holders of shares of our Common Stock are not entitled to preemptive rights. Shares of our Common Stock are not convertible into shares of any other class of capital stock, nor are they subject to any redemption or sinking fund provisions.

 

Preferred Stock

 

Convertible Preferred Series A Stock

 

On May 5, 2015, the Company created a series of preferred stock, designating 1,000,000 shares as Convertible Preferred Series A Stock, which ranks senior to the Company’s Common Stock upon the liquidation, dissolution or winding up of the Company. The Convertible Preferred Series A Stock does not bear a dividend. The holders of the Convertible Preferred Series A Stock are entitled to 100 votes and shall vote together with the holders of Common Stock. Each share of Convertible Preferred Series A Stock is convertible into one hundred shares of Common Stock, subject to adjustment for stock splits and stock combinations. No shares of Convertible Preferred Series A Stock are outstanding as of the date hereof.

 

Series A Redeemable Preferred Stock

 

On September 21, 2020, the Company created a series of preferred stock, designating 2,000,000 shares as Series A Redeemable Preferred Stock (the “Series A Redeemable Preferred Stock”), which ranks senior to the Company’s Common Stock upon the liquidation, dissolution or winding up of the Company. The Series A Redeemable Preferred Stock does not bear a dividend or have voting rights and is not convertible into shares of our Common Stock. No shares of Series A Redeemable Preferred Stock are outstanding as of the date hereof.

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Series B Convertible Non-Voting Preferred Stock

 

On December 14, 2020, the Company amended its Articles of Incorporation pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Non-Voting Preferred Stock (the “Series B COD”), whereby it designated 2,000,000 shares of its authorized preferred stock as Series B Series B Preferred Stock. The Series B Preferred Stock shall be treated pari passu with Common Stock, except that a dividend on each share of Series B Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate (as defined in the Series B COD). The Series B Preferred Stock does not have voting rights. Each share of Series B Preferred Stock initially converts into 10 shares of Common Stock, subject to adjustment for stock splits and stock combinations. The Series B Preferred Stock automatically converted on January 1, 2023 into shares of Common Stock; however, due to the ongoing dispute with Tucker and the Tucker Litigation, the Company’s Transfer Agent was instructed to not issue the shares of Common Stock until the Tucker Litigation has been resolved. Accordingly, although the shares of Common Stock thereunder have not been formally issued as of the date hereof, the shares of Series B Preferred Stock are no longer outstanding.

 

Holders of our Series B Preferred Stock have anti-dilution rights protecting their interests in the Company from the issuance of any additional shares of capital stock for a two year period following conversion of the Preferred Stock calculated at the rate of 20% on a fully diluted basis.

 

Series C Convertible Preferred Stock

 

On February 9, 2021, the Company amended its Articles of Incorporation pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C COD”), whereby 2,000,000 shares of preferred stock were designated Series C Preferred Stock pursuant to that certain . With respect to dividends, the Series C Preferred Stock shall be treated pari passu with the Common Stock and Series B Preferred Stock, except that a dividend on each share of Series C Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate (as defined in the Series C COD). The holders of the Series C Preferred Stock are entitled to 100 votes per share of Common Stock and shall vote together with the holders of Common Stock. Each share of the Series C Preferred Stock is convertible into ten shares of Common Stock. Common Stock subject to adjustment for stock splits and stock combinations. The Series C Preferred Stock automatically converted on January 1, 2023 into shares of Common Stock; however, although the shares of Common Stock thereunder have not been formally issued as of the date hereof, the shares of Series C Preferred Stock are no longer outstanding.

 

The holders of the Series C Preferred Stock shall have anti-dilution rights during the two-year period after the Series C Preferred has been converted into shares of Common Stock at its then effective Conversion Rate such that they maintain in Series C Preferred Stockholders, a 20% interest in the Common Stock and preferred stock of the Company, calculated on a fully-diluted basis.

 

Daniel Bates owned all of the outstanding shares of Series C Preferred Stock.

 

Outstanding Convertible Notes

 

April 2023 Note

 

Pursuant to the February Purchase Agreement, on April 10, 2023, the April Investor purchased the April Note in the original principal amount of $1,500,000 and the Company issued the April Warrant of up to 17,660,911 shares of the Company’s common stock to the April Investor. The April Note bears interest at a rate of 5% per annum and carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the April Note.

 

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May 2023 Note

 

On May 26, 2023, the Company entered into the May Purchase Agreement, pursuant to which the May Investor purchased the May Note in the aggregate original principal amount of $1,714,285.71 and May Warrants, exercisable for the purchase of up to 44,069,041 shares Common Stock.

 

The May Note matures 12 months after issuance and bear interest at a rate of 5% per annum, as may be adjusted from time to time in accordance with Section 2 of the May Note. The May Note has an original issue discount of 30%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the May Note.

 

At any time, the Company shall have the right to redeem all, but not less than all, of the amount then outstanding under the May Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (as defined in the May Note) (a “Company Optional Redemption”). The portion of the May Note subject to a Company Optional Redemption shall be redeemed by the Company in cash at a price equal to the greater of (i) 10% premium to the amount then outstanding under the May Note to be redeemed, and (ii) the equity value of our Common Stock underlying the May Note. The equity value of our Common Stock underlying the May Note is calculated using the greatest closing sale price of our Common Stock on any trading day immediately preceding such redemption and the date we make the entire payment required. The Company may exercise its right to require redemption under the May Note by delivering a written notice thereof by electronic mail and overnight courier to the May Investor.

 

August 2023 Note

 

On July 31, 2023, the Company entered into the August Purchase Agreement with the August Investor, pursuant to which the August Investor purchased the August Note in the original principal amount of $500,000. In addition, as an additional inducement to the August Investor for purchasing the August Note, the Company issued 21,000,000 shares of its Common Stock to the August Investor at the closing. The transactions contemplated under the August Purchase Agreement closed on August 4, 2023.

The August Note matures on July 31, 2024 and bears interest at a rate of 10% per annum, carries an original issue discount of 15% and has a conversion price of 90% per share of the lowest VWAP during the 20 trading day period before the conversion. The Company may prepay any portion of the outstanding principal amount and the guaranteed interest under the August Note at any time and from time to time, without penalty or premium, provided that any such prepayment will be applied first to any unpaid collection costs, then to any unpaid fees, then to any unpaid Default Rate (as defined in the August Note) interest, and any remaining amount shall be applied first to any unpaid guaranteed interest, and then to any unpaid principal amount

Outstanding Warrants

Silverback Warrant

On March 31, 2022, pursuant to the Silverback Purchase Agreement, the Company issued to Silverback (i) a promissory note in the original amount of $360,000 (the “Silverback Note”) and (ii) the Silverback Warrant exercisable for up to 9,000,000 shares of Common Stock for gross proceeds to the Company of $300,000. Silverback fully converted the outstanding principal and interest into 19,286,137 shares of Common Stock on February 21, 2023.The Silverback Warrant is exercisable for 3 years from the date of issuance, or until March 31, 2025.

 

On October 25, 2023, the Company and Silverback amended the Silverback Warrant pursuant to that certain Amendment to Warrants to Purchase Up to 9,000,000 Shares of Common Stock (the “Silverback Warrant Amendment”). Pursuant to the Silverback Warrant Amendment, the parties amended the exercise price applicable to the Silverback Warrant to be equal to: (i) $0.025 if exercised prior to a Qualified Offering (as defined below); (ii) a 25% premium to the price per share of Common Stock issued and sold in a Qualified Offering if exercised after a Qualified Offering; or (iii) in the event of a sale of the Company, a 125% premium to the Per Share Sale Price (as defined in the Silverback Warrant). A “Qualified Offering” means a public offering in the United States pursuant to a registration statement declared effective by the SEC with minimum gross proceeds of $10 million, pursuant to which our Common Stock is listed for trading on Nasdaq or a similar nationally recognized exchange. The Silverback Warrant is currently exercisable on a cashless basis since after the six-month anniversary of the initial closing of the Silverback Warrant, which took place on March 31, 2022, there was not an effective registration statement for the resale of the shares of our Common Stock underlying the Silverback Warrant. The Silverback Warrant provides for adjustment upon subdivisions and combinations.

 

Reg. D Warrants

 

On February 22, 2023, the Company entered into and closed on those certain Securities Purchase Agreements with five (5) investors (the “Reg. D Investors”), pursuant to which the Company issued 6,250,000 shares of Common Stock and warrants to purchase up to 6,250,000 additional shares of Common Stock (the “Reg. D Warrants”) for total cash proceeds of $125,000. The Reg. D Warrants are exercisable for shares of the Common Stock at a price of $0.03 per share and expires three years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $193,063 which has been accounted for in additional paid in capital.

 

April 2023 Warrants

 

Pursuant to the February Purchase Agreement, on April 10, 2023, the April Investor purchased the April Note in the original principal amount of $1,500,000 and the Company issued the April Warrant of up to 17,660,911 shares of Common Stock to the April Investor.

 

May 2023 Warrants

 

On May 26, 2023, the Company entered into the May Purchase Agreement, pursuant to which the May Investor purchased the May Note in the aggregate original principal amount of $1,714,285.71 and May Warrants, exercisable for the purchase of up to 44,069,041 shares of Common Stock. The May Warrants are exercisable for shares of Common Stock at the May Warrant Exercise Price, or $0.0389 per share and expire five years from the date of issuance. The May Warrant Exercise Price is subject to customary adjustments for stock dividends, stock splits, recapitalizations and the like.

 

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Common Stock

 

Anti-Takeover Provisions

 

Some of the provisions of Nevada law, our Articles of Incorporation and our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company or removing our incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with the Board. We believe that the benefits of increased protection against an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals. Among other things, negotiation of such proposals could result in an improvement of their terms.

 

Nevada Revised Statutes (“NRS”) Sections 78.411 to 78.444 inclusive apply to combinations between resident domestic corporations (defined as a Nevada domestic corporation that has 200 or more stockholders of record) and certain affiliated stockholders (collectively, the “Interested Shareholder Combination Statutes”). We have elected not to be governed by the Interested Shareholder Combination Statutes in the future. We do not anticipate this election to have any immediate effect on the rights of existing stockholders. To the extent that we qualify as a resident domestic corporation in the future, the Board will be able to enter into acquisitions and combinations with entities affiliated with its executive officer, directors and control stockholders with greater ease, including without limitation, without the requirement of obtaining the approval of the stockholders in certain instances.

 

The Nevada Interested Shareholder Combination Statutes generally prohibit a Nevada corporation, with shares registered under section 12 of the Exchange Act and with 200 or more stockholders of record, from engaging in a combination (defined in the statute to include a variety of transactions, including mergers, asset sales, issuance of stock and other actions resulting in a financial benefit to the Interested Stockholder) with an Interested Stockholder (defined in the statute generally as a person that is the beneficial owner of 10% or more of the voting power of the outstanding voting shares), for a period of three years following the date that such person became an Interested Stockholder unless the board of directors of the corporation first approved either the combination or the transaction that resulted in the stockholder's becoming an Interested Stockholder. If this approval is not obtained, the combination may be consummated after the three year period expires if either (a) (1) the board of directors of the corporation approved the combination or the purchase of the shares by the Interested Stockholder before the date that the person became an Interested Stockholder, (2) the transaction by which the person became an Interested Stockholder was approved by the board of directors of the corporation before the person became an interested stockholder, or (3) the combination is approved by the affirmative vote of holders of a majority of voting power not beneficially owned by the Interested Stockholder at a meeting called no earlier than three years after the date the Interested Stockholder became such; or (b) the aggregate amount of cash and the market value of consideration other than cash to be received by all holders of Common Stock and holders of any other class or series of shares not beneficially owned by an Interested Stockholder meets the minimum requirements set forth in NRS Sections 78.441 through 78.444.

 

The NRS also limits the acquisition of a controlling interest in a Nevada corporation with 200 or more stockholders of record, at least 100 of whom have Nevada addresses appearing on the stock ledger of the corporation, and that does business in Nevada directly or through an affiliated corporation. According to the NRS, an acquiring person who acquires a controlling interest in an issuing corporation may not exercise voting rights on any control shares unless such voting rights are conferred by a majority vote of the disinterested stockholders of the issuing corporation at a special or annual meeting of the stockholders. In the event that the control shares are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power, any stockholder, other than the acquiring person, who does not vote in favor of authorizing voting rights for the control shares is entitled to demand payment for the fair value of such person's shares.

 

Under the NRS, a controlling interest means the ownership of outstanding voting shares of an issuing corporation sufficient to enable the acquiring person, individually or in association with others, directly or indirectly, to exercise (1) one-fifth or more but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more of the voting power of the issuing corporation in the election of directors. Outstanding voting shares of an issuing corporation that an acquiring person acquires or offers to acquire in an acquisition and acquires within 90 days immediately preceding the date when the acquiring person became an acquiring person are referred to as control shares.

 

Board of Directors. Our by-laws provide for the election of directors to one-year terms at each annual meeting of the stockholders. All directors elected to our Board will serve until the election and qualification of their respective successors or their earlier resignation or removal. The Board is authorized to create new directorships, and to fill such positions so created by a majority vote of the directors or a majority of the stockholders.

 

Special Meetings of Stockholders. Special meetings of the stockholders may be called only by our president or the Board pursuant to the requirements of our by-laws or by the president if holders representing 10% of all votes entitled to be cast on any issue proposed to be considered at the meeting.

 

Blank-Check Preferred Stock. The Board will be authorized to issue, without stockholder approval, preferred stock, the rights of which will be determined at the discretion of the Board and that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that the Board does not approve.

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Limitations on Liability and Indemnification of Officers and Directors

 

Our bylaws provide that we may indemnify our directors, officers and employees to the fullest extent permitted by the laws of the State of Nevada. As authorized by Section 78.751 of the Nevada Revised Statutes, we may indemnify our officers and directors against expenses incurred by such persons in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, involving such persons in their capacities as officers and directors, so long as such persons acted in good faith and in a manner which they reasonably believed to be in our best interests. If the legal proceeding, however, is by or in our right, the director or officer may not be indemnified in respect of any claim, issue or matter as to which he is adjudged to be liable for negligence or misconduct in the performance of his duty to us unless a court determines otherwise.

 

Under Nevada law, corporations may also purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer (or is serving at our request as a director or officer of another corporation) for any liability asserted against such person and any expenses incurred by him in his capacity as a director or officer. These financial arrangements may include trust funds, self-insurance programs, guarantees and insurance policies.

 

Additionally, our Articles of Incorporation provide that any person who was or is a party or was or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (whether or not by or in the right of the Company) by reason of the fact that he is or was a director, officer, incorporator, employee, or agent of the Corporation, or is or was serving at the request of the Company as a director, officer, incorporator, employee, partner, trustee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), is entitled to be indemnified by the Company to the full extent then permitted by law against expenses (including counsel fees and disbursements), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement incurred by him in connection with such action, suit, or proceeding and, if so requested, the Company is required to advance (within two business days of such request) any and all such expenses to the person indemnified; provided, however, that (i) the foregoing obligation of the Company does not apply to a claim that was commenced by the person indemnified without the prior approval of the Board.

 

Such right of indemnification continues as to a person who has ceased to be a director, officer, incorporator, employee, partner, trustee, or agent and inures to the benefit of the heirs and personal representatives of such a person. The indemnification provided by the Articles of Incorporation is not exclusive of any other rights which may be provided now or in the future under any provision of the bylaws, by any agreement, by vote of stockholders, by resolution of disinterested directors, by provisions of law, or otherwise.

 

Neither our Bylaws nor our Articles of Incorporation, as amended, include any specific indemnification provisions for our officers or directors against liability under the Securities Act. Additionally, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

Trading Symbol

 

Our Common Stock is traded on the OTCQB maintained by OTC Markets, Inc. under the symbol “CLNV”.

 

Transfer Agent

 

The transfer agent and registrar for our Common Stock is EQ by Equiniti, 1110 Centre Point Curve, Suite 101, Mendota Heights, Minnesota 55120.

 

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SELLING SHAREHOLDERS

 

The Selling Shareholders identified in this prospectus may offer and sell up to an aggregate amount of 19,000,000 Shares, comprised of (i) the 10,000,000 Dorado Shares issued to Dorado pursuant to the Dorado Purchase Agreement and (ii) 9,000,000 issuable to Silverback upon exercise of the Silverback Warrants. We are registering the Shares in order to permit the Selling Shareholders to offer the shares for resale from time to time. Except as otherwise described in the footnotes to the table below and for the ownership of the Shares registered pursuant to the Dorado Purchase Agreement and the Silverback Warrant, neither the Selling Shareholders nor any of the persons that control them has had any material relationships with us or our affiliates within the past three (3) years.

 

The Selling Shareholders may from time to time offer and sell under this prospectus any or all of the Shares described under the column “Shares to be Offered” in the table below.

 

In accordance with the terms of the Dorado Purchase Agreement, the Company is required to register the 10,000,000 Dorado Shares for resale pursuant to a registration statement to be filed with the SEC no later than 45 days following the Dorado Signing Date, which is satisfied upon the filing of the registration statement of which this prospectus forms a part.

 

Pursuant to the Silverback Purchase Agreement, the Company was required to file with the SEC a registration statement within 60 calendar days of closing of the issuance of the Silverback Note and Silverback Warrant covering all shares of Common Stock underlying the securities purchased by Silverback under the Silverback Purchase Agreement, including: (i) all shares of Common Stock underlying the conversion of the Silverback Note; (ii) the shares of Common Stock underlying the exercise of the Silverback Warrant and (iii) any additional shares of Common Stock issuable in connection with any other provisions of the Silverback Purchase Agreement and use its commercially reasonable efforts to cause such registration statement to be declared effective as promptly as possible after the filing thereof (the “Silverback Registration Rights”). While the Company did not satisfy the Silverback Registration Rights in the time as provided by the Silverback Purchase Agreement, the Company and Silverback have agreed to register the 9,000,000 shares underlying the Silverback Warrant by the filing of a registration statement of which this prospectus forms a part.

  

Under the terms of the applicable agreements, the Selling Shareholders agree that if securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein.

 

We cannot give an estimate as to the number of shares of Common Stock that will actually be held by the Selling Shareholders upon termination of this offering, because the Selling Shareholders may offer some or all of the Shares being registered on their behalf under the offering contemplated by this prospectus or acquire additional shares of Common Stock. The total number of Shares that may be sold hereunder will not exceed the number of Shares offered hereby. Please read the section entitled “Plan of Distribution” in this prospectus.

 

The following table sets forth the name of the Selling Shareholders, the number of Shares beneficially owned by such Selling Shareholder before this Offering, the number of Shares to be offered for such Selling Shareholder’s account and the number and (if one percent or more) the percentage of the class to be beneficially owned by such Selling Shareholder after completion of the Offering. The number of shares owned are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of our Common Stock as to which a person has sole or shared voting power or investment power and any shares of Common Stock which the person has the right to acquire within 60 days of the date as of which the information is provided, through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such shares are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership percentages are calculated based on 604,103,984 shares of our Common Stock outstanding as of October 30, 2023.

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Unless otherwise set forth below, (a) the Selling Shareholder named in the table has sole voting and sole investment power with respect to the shares set forth opposite their name, subject to community property laws, where applicable, and (b) the Selling Shareholder has not had any position, office or other material relationship within the past three years, with us or with any of our predecessors or affiliates. The number of shares of common stock shown as beneficially owned before the offering is based on information furnished to us or otherwise based on information available to us at the timing of the filing of the registration statement of which this prospectus forms a part.

 

Name of Selling Shareholder  Common Stock
Owned
Prior to Offering(1)(2)		  Shares to be
Offered		  Common Stock Owned After Offering(3)
   Shares   Percent      Shares  Percent
Dorado Goose, LLC(4)   15,000,000(5)   2.48%   10,000,000(6)   5,000,000(7)    * %
Silverback Capital Corporation(8)   9,964,306(9)   1.65%   9,000,000(10)   964,306(11)    * %

  

 * Less than 1%

Notes:

 

  (1) Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to shares of Common Stock. Shares of Common Stock subject to options, warrants and convertible debentures currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding. The actual number of shares of Common Stock issuable upon the conversion of the convertible debentures is subject to adjustment depending on, among other factors, the future market price of our common stock, and could be materially less or more than the number estimated in the table.
     
  (2) Applicable percentage ownership is based on 604,103,984 shares of our Common Stock outstanding as of October 30, 2023.
     
  (3) Because the Selling Shareholders may offer and sell all, only some portion or none of the shares of our Common Stock being offered pursuant to this prospectus and may acquire additional shares of our Common Stock in the future, we can only estimate the number and percentage of shares of our Common Stock that the Selling Shareholders will hold upon termination of the offering. The column titled “Common Stock Owned After Offering” assumes that the Selling Shareholders will sell all of its respective shares and no other shares of our Common Stock are acquired or sold by the Selling Shareholders prior to completion of this offering.
     
  (4) Tommy Wang is the Managing Member of Dorado and may be deemed to have voting and dispositive power over the securities owned by Dorado. Tommy Wang disclaims any beneficial ownership of these securities. The address for Dorado is 170 Dorado Beach East, Dorado, PR 00646.
     
  (5) Includes the number of shares of Common Stock beneficially owned by this Selling Shareholder as of October 30, 2023, consisting of (i) 10,000,000 shares of our Common Stock issued to Dorado pursuant to the Dorado Purchase Agreement that are being registered for resale under this prospectus, and (ii) the 5,000,000 Dorado Restricted Shares issued to Dorado pursuant to the Dorado Purchase Agreement that are not being registered for resale under this prospectus.
     
  (6) Includes 10,000,000 shares of our Common Stock issued to Dorado pursuant to the Dorado Purchase Agreement that are being registered for resale under this prospectus.
     
  (7) Includes the 5,000,000 Dorado Restricted Shares were issued to Dorado pursuant to the Dorado Purchase Agreement that are not being registered for resale under this prospectus.
     
  (8) Gillian Gold is the signatory for Silverback and disclaims beneficial ownership over the shares held by Silverback. The address of Silverback is 614 N Dupont Hwy Suite 210, Dover, DE 19901.
     
  (9)

Includes the number of shares of Common Stock beneficially owned by this Selling Shareholder as of October 30, 2023, consisting of (i) 964,306 shares of Common Stock held by this Selling Shareholder that were previously acquired, none of which are being registered for resale under this prospectus and (ii) 9,000,000 shares of our Common Stock underlying the Silverback Warrant that are being registered for resale under this prospectus. Pursuant to the Silverback Leak-Out Agreement (as defined below), Silverback agreed to, among other things, during the Silverback Leak-Out Period (as defined below): (i) be bound by the terms of the Silverback Leak-Out (as defined below), which restricts Silverback from assigning, hypothecating or otherwise selling more than 10% of the daily trading volume in the shares of Common Stock as reported by OTC Markets; and (ii) not engage in an investment strategy based upon selling the shares of the Company “short” and shall not “short” the Common Stock while such shares remain subject to such periods.

     
  (10) Includes 9,000,000 shares of Common Stock issuable to Silverback upon exercise of the Silverback Warrant.  Pursuant to the terms and provisions of the Silverback Purchase Agreement, Silverback agreed it shall not, and that it will cause its affiliates to not, engage in any short sales of or hedging transactions with respect to the Common Stock of the Company.
     
  (11) Includes 964,306 shares of Common Stock held by this Selling Shareholder that were previously acquired, none of which are being registered for resale under this prospectus. 

  

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Selling Shareholders’ Agreements

 

Dorado 

 

On September 26, 2023, or the Dorado Signing Date, the Company entered into the Dorado Purchase Agreement with Dorado. Pursuant to the Dorado Purchase Agreement, on September 28, 2023, the Company issued and sold to Dorado (i) the 10,000,000 Dorado Shares at a purchase price of $0.0198 per share, or $198,000 in the aggregate, and (ii) the 5,000,000 Dorado Restricted Shares. Additionally, the Dorado Purchase Agreement requires the Company to file a registration statement with the SEC covering the resale of the 10,000,000 Dorado Shares no later than 45 days following the Dorado Signing Date, which is satisfied upon the filing of the registration statement of which this prospectus forms a part. The Dorado Restricted Shares are “restricted securities” that carry no registration rights that that require or permit the filing of any registration statement in connection with such Dorado Restricted Shares and therefore may not be distributed or sold by Dorado unless such distribution or sale complies with Rule 144 promulgated under the Securities Act.

  

Silverback

 

On March 31, 2022, the Company and Silverback entered into the Silverback Purchase Agreement, pursuant to which the Company issued to Silverback (i) the Silverback Note in the original amount of $360,000 and (ii) the Silverback Warrant exercisable for up to 9,000,000 shares of our Common Stock for gross proceeds to the Company of $300,000. Silverback fully converted the outstanding principal and interest then due and on standing on the Silverback Note into 19,286,137 shares of Common Stock on February 21, 2023. In addition, on March 31, 2022 the Company and Silverback entered into that certain Leak-Out Agreement (the “Silverback Leak-Out Agreement”) whereby Silverback agreed to, among other things, until the date upon which the Company consummates a public offering with minimum gross proceeds of $10,000,000, pursuant to which the Common Stock shall be listed for trading on Nasdaq or similar U.S. nationally recognized stock exchange (the “Silverback Leak-Out Period”): (i) not assign, hypothecate or otherwise sell more than 10% of the daily trading volume in the shares of Common Stock as reported by OTC Markets (the “Silverback Leak-Out”) and (ii) not engage in an investment strategy based upon selling the shares of the Company “short” and shall not “short” the Common Stock during the Silverback Leak-Out Period. The Silverback Leak-Out Agreement also terminates upon the closing of a tender offer to purchase all or substantially all of the Company’s issued and outstanding securities.

 

On October 25, 2023, the Company and Silverback entered into the Silverback Warrant Amendment, whereby the parties amended the exercise price applicable to the Silverback Warrant to be equal to: (i) $0.025 if exercised prior to a Qualified Offering; (ii) a 25% premium to the price per share of Common Stock issued and sold in a Qualified Offering if exercised after a Qualified Offering; or (iii) in the event of a sale of the Company, a 125% premium to the Per Share Sale Price (as defined in the Silverback Warrant).

 

The Silverback Warrant is currently exercisable on a cashless basis since after the six-month anniversary of the initial closing of the Silverback Warrant, which initial closing took place on March 31, 2022, there was not an effective registration statement for the resale of the shares of our Common Stock underlying the Silverback Warrant. The Silverback Warrant provides for adjustment upon subdivisions and combinations. 

 

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 PLAN OF DISTRIBUTION

 

We are registering the Shares to permit the resale of those Shares under the Securities Act from time to time after the date of this Prospectus at the discretion of the Selling Shareholders. We will not receive any of the proceeds from the sale by the Selling Shareholders of the Shares.

 

Although Silverback is not contractually obligated to exercise the Silverback Warrant for cash since the Silverback Warrant is currently exercisable on a cashless basis pursuant to its terms, we will receive proceeds in the event Silverback elects to exercise the Silverback Warrant for cash.. We will bear all fees and expenses incident to our obligation to register the Shares.

  

Each Selling Shareholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its Shares on the OTCQB, or any other stock exchange, market, quotation service or trading facility on which the Shares are traded or in private transactions, provided that all applicable laws are satisfied. The Selling Shareholders may also sell their Shares directly or through one or more underwriters, broker-dealers, or agents. If the Shares are sold through underwriters or broker-dealers, the Selling Shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling its Shares:

 

  ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

 

  ● in the over-the-counter market;

 

  ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

 

  ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
     
  ● block trades in which the broker-dealer will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
     
  ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
     
  ● an exchange distribution in accordance with the rules of the applicable exchange;
     
  ● privately negotiated transactions;
     
  ● settlement of short sales entered into after the effective date of the registration statement of which this Prospectus is a part;
     
  ● broker-dealers may agree with the Selling Shareholder to sell a specified number of such Shares at a stipulated price per share;
     
  ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
     
  ● a combination of any such methods of sale; and
     
  ● any other method permitted pursuant to applicable law.

 

The Selling Shareholders may also sell the Shares pursuant to Rule 144 under the Securities Act, if available, rather than under this Prospectus. In addition, the Selling Shareholder may transfer the Shares by other means not described in this Prospectus.

 

If the Selling Shareholders effect such transactions by selling Common Stock to or through underwriters, broker-dealers, or agents, such underwriters, broker-dealers, or agents may receive commissions in the form of discounts, concessions, or commissions from the Selling Shareholders or commissions from purchasers of the Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions, or commissions as to particular underwriters, broker-dealers, or agents may be in excess of those customary in the types of transactions involved). Broker-dealers engaged by any Selling Shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of Shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

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In connection with sales of Common Stock or interests therein, a Selling Shareholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging in positions they assume. A Selling Shareholder may also sell Common Stock short and deliver Common Stock covered by this Prospectus to close out its short positions and to return borrowed shares in connection with such short sales. A Selling Shareholder may also loan or pledge Common Stock to broker-dealers that in turn may sell such Common Stock. The Selling Shareholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Common Stock offered by this Prospectus, which Common Stock such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).

The Selling Shareholders may pledge or grant a security interest the Shares and the Silverback Warrants owned by them, as applicable, and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares from time to time pursuant to this Prospectus or any amendment to this Prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as Selling Shareholders under this Prospectus. The Selling Shareholders also may transfer and donate the Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this Prospectus.

 

To extent required by the Securities Act and the rules and regulations thereunder, the Selling Shareholders and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of the Securities Act, in connection with such sales. In such event, any commissions received by, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of any Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed that will set forth the aggregate amount of Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions, and other terms constituting compensation from the Selling Shareholder and any discounts, commissions, or concessions allowed or re-allowed or paid to broker-dealers.

 

Each Selling Shareholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Shares.

 

Once this registration statement becomes effective, we intend to file the final prospectus with the SEC in accordance with SEC Rules 172 and 424. Provided we are not the subject of any SEC stop orders and we are not subject to any cease and desist proceedings, the obligation to deliver a final prospectus to a purchaser will be deemed to have been met.

 

There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale Shares by the Selling Shareholders.

 

Under the securities laws of some states, the Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless such shares have been registered or qualified for sale in such state, or an exemption from registration or qualification is available and is complied with.

 

There can be no assurance that any Selling Shareholders will sell any or all of its Shares registered pursuant to the registration statement of which this Prospectus forms a part.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Shares may not simultaneously engage in market making activities with respect to the Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of Shares by the Selling Shareholders or any other person. All of the foregoing provisions may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.

 

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We will pay all expenses of the registration of the Shares, estimated to be approximately $ in total, including, without limitation, SEC filing fees, expenses of compliance with state securities or “blue sky” laws, and legal and accounting fees; provided, however, that the Selling Shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the Selling Shareholders against liabilities, including some liabilities under the Securities Act, in accordance with applicable registration rights agreements, if any, or the Selling Shareholders will be entitled to contribution. We may be indemnified by the Selling Shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the Selling Shareholders specifically for use in this Prospectus, in accordance with the applicable definitive documents entered into with each such Selling Shareholder, or we may be entitled to contribution.

 

We agreed to keep this prospectus effective until the earlier of (i) the date on which the Common Stock may be resold by the Selling Shareholders without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the Shares have been sold pursuant to this Prospectus or Rule 144 under the Securities Act or any other rule of similar effect.

 

Once sold under the registration statement of which this prospectus forms a part, the Shares will be freely tradable in the hands of persons other than our affiliates.

  

Legal Proceedings

 

Presently, except as described below, there are not any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

July Settlement Agreement

 

On July 3, 2023, the Company entered into the Percy Settlement Agreement by and between the Company, Christopher Percy and Daniel Bates whereby the parties agreed to a global settlement of the Percy Litigation. Mr. Bates is currently serving as Chief Executive Officer and Chairman of the Company. Mr. Percy is no longer serving as an executive of the Company, and as of February 14, 2023, Mr. Percy no longer served as a director.

 

The Percy Litigation arose from a dispute between the Company, Mr. Percy and Mr. Bates with respect to the management and operation of the Company, as well as Mr. Percy’s employment and position at the Company. On September 16, 2022, the Company commenced the Percy Litigation against Mr. Percy alleging breach of fiduciary duty, fraud, conversion, business disparagement, declaratory relief, and injunctive relief. Thereafter, Mr. Percy removed the case to the United States District of Nevada (Case No. 2:22-cv-01862-ART-NJK). The Company subsequently filed a motion to remand to state court on November 22, 2022. On December 1, 2022, Mr. Percy filed counterclaims against the Company for breach of contract, wrongful termination, breach of implied covenant of good faith and fair dealing, unjust enrichment, and indemnification. Mr. Percy also filed third-party claims against the Mr. Bates, alleging breach of fiduciary duty, equitable indemnity, and contribution.

 

Pursuant to the Percy Settlement Agreement, none of the parties admitted to fault or liability, Mr. Percy agreed to pay the $150,000 Percy Payment and, within ten (10) business days of the Percy Payment being received, Mr. Bates agreed to remit the $25,000 Bates Payment to Mr. Percy. In addition, the parties agreed to work together to promptly release the $5,000 Temporary Restraining Order/Preliminary Injunction bond currently deposited with the Clerk of the Court for the Eighth Judicial District Court, Clark County, Nevada. Once released, said bond shall be remitted to Mr. Percy.

 

In addition, pursuant to the Percy Settlement Agreement, the Company agreed to, within ten (10) days of the effective date, instruct its transfer agent to (i) issued 1,500,000 shares of Common Stock to Mr. Percy, (ii) restore and/or reissue to Mr. Percy the 3,000,000 shares of Common Stock that was previously cancelled by the Company and (iii) withdraw its stop-transfer demand current in place with respect to 4,200,000 Percy Shares. Mr. Percy agreed to not sell, on any given trading day, the Percy Shares in an amount that exceeds more than 10% of the daily trading volume of the Common Stock, with such trading volume determined by the trading platform upon which the Common Stock is then traded.

 

As consideration for entering into the Settlement Agreement, the parties agreed to a customary mutual release of claims agreed submitted a joint stipulation to the United States District Court, District of Nevada, dismissing all claims, crossclaims, counterclaims, and/or third-party claims in the Percy Litigation, with prejudice.

 

Tucker Litigation

 

On January 30, 2023, Tucker, one of the holders of the Company’s Series B Preferred Stock, commenced the Tucker Litigation in the Second Judicial District Court of the State of Nevada (Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific performance and declaratory relief. This matter arises from the Tucker Agreement entered into on December 17, 2020, whereby Tucker agreed to perform certain strategic and business development services to the Company in exchange for 2,000,000 shares of Series B Preferred Stock and a consulting fee of $20,000 per month. The 2,000,000 shares of Series B Preferred Stock automatically converted into 20,000,000 shares of Common Stock on January 1, 2023.

 

However, at that time, the Company’s Transfer Agent was instructed to not issue the shares of Common Stock due to an ongoing dispute between the Company and Tucker regarding Tucker’s ability to perform the services under the Tucker Agreement due to the action filed by the SEC against Profile Solutions, Inc., Dan Oran and Leonard M. Tucker on September 9, 2022 in the United States District Court Southern District of Florida (Case No. 1:22-cv-22881) alleging, among other things, that Leonard Tucker violated Section 17(a)(1) and 17(a)(3) of the Securities Act of 1933 and aided and abetted violations of Section 10(b) and Rule 10-b5. Accordingly, although as of October 30, 2023 the shares of Series B Preferred Stock are no longer outstanding, the shares of Common Stock thereunder have not been issued as of October 30, 2023.

 

Pursuant to the Tucker Litigation, Tucker is seeking, among other things, that the Company issue the shares of Common Stock due pursuant to the Tucker Agreement. The Company is contesting all of the allegations set forth in the Tucker Litigation and currently expects such matter to be resolved through binding arbitration in December 2023.

 

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Market for Common Equity and Related Stockholder Matters

 

Market Information

 

Our Common Stock is quoted on the OTC Market maintained by OTC Markets, Inc. under the symbol ”CLNV.” The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well as volume information. There can be infrequent trading volume, which precipitates wide spreads in the quotes for our Common Stock, on any given day. On October 30, 2023, the last reported sale price of our Common Stock on the OTCQB Market was $0.0442 per share.

 

The following table sets forth the range of high and low sales prices for our Common Stock for each of the periods indicated as reported by the OTC Markets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

    HIGH   LOW
Year Ended December 31, 2020
First Quarter   $ 0.11     $ 0.03  
Second Quarter   $ 0.36     $ 0.05  
Third Quarter   $ 0.29     $ 0.09  
Fourth Quarter   $ 0.11     $ 0.07  
                 
Year Ending December 31, 2021                
First Quarter   $ 0.21     $ 0.09  
Second Quarter   $ 0.17     $ 0.06  
Third Quarter   $ 0.07     $ 0.02  
Fourth Quarter   $ 0.05     $ 0.02  
                 
Year Ending December 31, 2022                
First Quarter   $ 0.10     $ 0.02  
Second Quarter   $ 0.07     $ 0.02  
Third Quarter   $ 0.02     $ 0.02  
Fourth Quarter   $ 0.07     $ 0.02  
                 
Year Ending December 31, 2023                
First Quarter   $ 0.13     $ 0.01  
Second Quarter   $ 0.06     $ 0.02  
Third Quarter   $ 0.05     $ 0.01  

 

Stockholders

 

As of October 30, 2023, we had approximately 174 stockholders of record of our Common Stock. The number of stockholders of record does not include beneficial owners of our Common Stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

 

Dividends

 

We have never declared or paid a cash dividend on our Common Stock. We do not expect to pay cash dividends on our Common Stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of the Board and subject to any restrictions that may be imposed by our lenders.

 

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Penny Stock Regulation

 

Shares of our Common Stock will probably be subject to rules adopted by the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on Nasdaq, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which contains the following:

 

  • a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

 

  • a description of the broker’s or dealer’s duties to the customer and of the rights and remedies;

 

  • a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the “bid” and “ask” price;

 

  • a toll-free telephone number for inquiries on disciplinary actions;

 

  • definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and

 

  • such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.

 

Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

 

  1. the bid and offer quotations for the penny stock;

 

  2. the compensation of the broker-dealer and its salesperson in the transaction;

 

  3. the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

 

  4. monthly account statements showing the market value of each penny stock held in the customer’s account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our Common Stock may have difficulty selling those shares because our Common Stock will probably be subject to the penny stock rules.

 

Legal Matters

 

The validity of the securities offered by this prospectus will be passed upon for us by Lucosky Brookman LLP.

 

Experts

 

The audited financial statements of Clean Vision Corporation as of December 31, 2022 and 2021 and for the years then ended, included in this prospectus and the registration statement have been audited by Fruci & Associates II, PLLC, Spokane, Washington, independent registered public accounting firm, as stated in their as stated in their reports.

 

Such financial statements have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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Where You Can Find More Information

 

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and these securities, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

 

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at www.chromocell.com. Upon completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

 

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PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

INDEX TO FINANCIAL STATEMENTS

 

Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 F-2
   
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited) F-3
   
Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2023, and 2022 (unaudited) F-4
   
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)  F-6
   
Notes to the Consolidated Financial Statements (unaudited)  F-7

 

F-1

 

CLEAN VISION CORPORATION

CONSOLIDATED BALANCE SHEETS

 

  

June 30,

2023

  December 31, 2022
ASSETS   (Unaudited)       
Current Assets:          
Cash  $394,304   $10,777 
Prepaids and other assets   1,306,769    125,000 
Accounts receivable   392,612    —   
Total Current Assets   2,093,685    135,777 
Property and equipment   1,369,724    241,376 
Goodwill   5,896,096    —   
Total Assets  $9,359,505   $377,153 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
Current Liabilities:          
Accounts payable  $369,921   $377,746 
Accrued compensation   472,602    641,639 
Accrued expenses   1,109,761    250,355 
Lines of credit   336,948    —   
Convertible note payable, net of discount of $4,097,677 and $183,560, respectively   1,043,925    476,440 
Derivative liability   2,583,567    —   
Loans payable   925,822    114,500 
Loans payables – related party   4,522,909    27,017 
Liabilities of discontinued operations   67,093    67,093 
Total current liabilities   11,432,548    1,954,790

 

 

Total Liabilities   11,432,548    1,954,790 
           
Commitments and contingencies   —      —   
           
Mezzanine Equity:          
Series B Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 and 0 shares issued and outstanding, respectively   1,800,000    1,800,000 
Total mezzanine equity   1,800,000    1,800,000 
           
Stockholders' Deficit:          
Preferred stock, $0.001 par value, 4,000,000 shares authorized; no shares issued and outstanding   —      —   

Series A Preferred stock, $0.001 par value, 2,000,000 shares

authorized; no shares issued and outstanding

   —      —   
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding   2,000    2,000 
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 488,448,984 and 402,196,273 shares issued and outstanding, respectively   488,450    402,197 
Common stock to be issued   88,771    76,911 
Additional paid-in capital   21,571,369    15,203,394 
Accumulated other comprehensive loss   (388)   16,670 
Accumulated deficit   (25,989,951)   (19,078,809)
Non-controlling interest   (33,294)   —   
Total stockholders' deficit   (3,873,043)   (3,377,637)
Total liabilities and stockholders' deficit  $9,359,505   $377,153 

 

 

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

F-2

 

  CLEAN VISION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

                           
  For the Three Months Ended
June 30,		  For the Six Months Ended
June 30,
   2023  2022  2023  2022
Revenue  $161,297   $—     $161,297   $—   
Cost of revenue   33,862    —      33,862    —   
Gross margin  $127,435   $—     $127,435   $—   
Operating Expenses:                    
Consulting  $150,773   $451,782   $694,498   $782,960 
Professional fees   125,814    49,476    541,560    126,630 
Payroll expense   358,140    196,550    532,264    452,289 
Director fees   13,500    4,500    88,000    9,000 
General and administration expenses   510,856    362,320    760,803    596,970 
Total operating expense   1,159,083    1,064,628    2,617,125    1,967,849 
Loss from Operations   (1,031,648)   (1,064,628)   (2,489,690)   (1,967,849)
Other income (expense):                    
Interest expense   (1,281,497)   (23,465)   (1,709,153)   (23,465)
Change in fair value of derivative   (544,606)   —      1,136,079    —   
Loss on debt issuance   (180,537)   (33,774)   (2,676,526)   (195,483)
Gain on conversion of debt   260,882    —      260,882    —   
Gain on extinguishment of debt   17,500    —      17,500    —   
Total other expense   (1,728,258)   (57,239)   (2,971,218)   (218,948)
Net loss before provision for income tax   (2,759,906)   (1,121,867)   (5,460,908)   (2,186,797)
Provision for income tax expense   —      —      —      —   
Net loss  $(2,759,906)  $(1,121,867)  $(5,460,908)  $(2,186,797)
Net loss attributed to non-controlling interest   33,294    —      33,294    —   
Net loss attributed to Clean Vision Corporation   (2,726,612)   (1,121,867)   (5,427,614)   (2,186,797 
Other comprehensive income:                    
      Foreign currency translation adjustment   (15,517)   (677)   (17,058)   (10,717)
Comprehensive loss  $(2,742,129)  $(1,122,544)  $(5,444,672)  $(2,197,514)
Loss per share - basic and diluted  $(0.01)  $(0.00)  $(0.01)  $(0.01)
Weighted average shares outstanding - basic and diluted   472,393,505    346,077,060    452,020,498    330,149,065 

  

 

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

F-3

 

CLEAN VISION CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Three and Six Months Ended June 30, 2023

(Unaudited)

 

                                          
   Series A
Preferred Stock		  Series C
Preferred Stock		  Common Stock  Additional paid  Common Stock to be  Accumulated
Other Comprehensive		  Accumulated  Minority  Total Stockholders'
   Shares  Amount  Shares  Amount  Shares  Amount  In Capital  Issued  Loss  Deficit  Interest  Deficit
Balance, December 31, 2022   —   $—    2,000,000   $2,000    402,196,273   $402,197   $15,203,394   $76,911   $16,670   $(19,078,809)  $—   $(3,377,637)
Stock dividend   —    —    —    —    21,816,590    21,817    1,461,711    —    —    (1,483,528)   —    — 
Stock issued for services – related party   —    —    —    —    500,000    500    60,500    —    —    —    —    61,000 
Stock issued for services   —    —    —    —    4,950,000    4,950    350,425    39,334    —    —    —    394,709 

Stock issued for

cash

   —    —    —    —    16,750,000    16,750    318,250    —    —    —    —    335,000 
Stock issued for debt conversion   —    —    —    —    19,286,137    19,286    366,437    —    —    —    —    385,723 
Debt issuance cost – warrants issued   —    —    —    —    —    —    1,321,698    —    —    —    —    1,321,698 
Shares cancelled   —    —    —    —    (3,000,000)   (3,000)   3,000    —    —    —    —    — 
Net loss   —    —    —    —    —    —    —    —    (1,541)   (2,701,002)   —    (2,702,543)
Balance, March 31, 2023   —    —    2,000,000    2,000    462,499,000    462,500    19,085,415    116,245    15,129    (23,263,339)   —    (3,582,050)
Adjust stock dividend shares   —    —    —    —    (16)   —    —    —    —    —    —    — 
Stock issued for services   —    —    —    —    500,000    500    31,900    (27,474)   —    —    —    4,926 
Stock issued for debt conversion   —    —    —    —    25,450,000    25,450    949,650    —    —    —    —    975,100 
Debt issuance cost – warrants issued   —    —    —    —    —    —    1,348,364    —    —    —    —    1,348,364 
Settlement of debt-related party   —    —    —    —    —    —    96,250    —    —    —    —    96,250 
Net loss   —    —    —    —    —    —    —    —    (15,517)   (2,726,612)   (33,294)   (2,775,423)
Balance, June 30, 2023   —   $—    2,000,000   $2,000    488,448,984   $488,450   $21,571,369   $88,771   $(388)  $(25,989,951)  $(33,294)  $(3,873,043)

 

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

F-4

 

CLEAN VISION CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

For the Three and Six Months Ended June 30, 2022

(Unaudited)

 

 

                                                 
    Series A Preferred Stock   Series C Preferred Stock   Common Stock   Additional paid   Common Stock To be   Other Comprehensive   Accumulated   Total Stockholders'
    Shares   Amount   Shares   Amount   Shares   Amount   In Capital   Issued   Loss   Deficit   Deficit
Balance, December 31, 2021     1,850,000     $ 1,850       2,000,000     $ 2,000       312,860,376     $ 312,861     $ 12,576,049     $ 227,544     $ —     $ (13,165,085 )   $ (44,781 )
Cancellation of preferred     (1,850,000 )     (1,850 )     —       —       —       —       1,850       —       —       —       —  
Stock issued for services     —       —       —       —       1,525,016       1,525       46,209       (6,119 )     —       —       41,615  
Debt issuance cost     —       —       —       —       —       —       161,709       —       —       —       161,709  
Net loss     —       —       —       —       —       —       —       —       (10,040 )     (1,064,930 )     (1,074,970 )
Balance, March 31, 2022     —       —       2,000,000       2,000       314,385,392       314,386       12,785,817       221,425       (10,040 )     (14,230,015 )     (916,427 )
Stock issued for cash     —       —       —       —       30,000,000       30,000       570,000       —       —       —       600,000  
Stock issued for services     —       —       —       —       5,000,000       5,000       143,001       11,246       —       —       159,247  
Debt issuance cost     —       —       —       —       —       —       33,773       —       —       —       33,773  
Net loss     —       —       —       —       —       —       —       —       (677 )     (1,121,867 )     (1,122,544 )
Balance, June 30, 2022     —     $ —       2,000,000     $ 2,000       349,385,392     $ 349,386     $ 13,532,591     $ 232,671     $ (10,717 )   $ (15,351,882 )   $ (1,245,951 )

 

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

F-5

 

 

  CLEAN VISION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)  

 

              
   For the Six Months Ended
June 30,
   2023  2022
       
Cash Flows from Operating Activities:          
Net loss  $(5,427,614)  $(2,186,797)
Adjustments to reconcile net loss to net cash used
by operating activities:		          
Stock issued for services   399,635    389,862 
       Stock issued for services – related party   61,000    —   
Debt discount amortization   1,636,939    15,000 
Loss on issuance of debt   2,676,526    195,482 
Change in fair value of derivative   (1,136,079)   —   
Gain on conversion of debt   (260,882)   —   
Gain on extinguishment of debt   (17,500)   —   
Changes in operating assets and liabilities:          
       Prepaid   (63,474)   (92,033)
Accounts payable   (228,479)   (11,276)
Accruals   193,398    (2,322)
Accrued compensation   (72,787)   (26,235)
Net cash used by operating activities   (2,239,317)   (1,718,319)
           
Cash Flows from Investing Activities:          
Purchase of 51% interest in Clean-Seas Morocco, LLC   (2,000,000)   —   
Purchase of property and equipment   —      (80,346)
Net cash used by investing activities   (2,000,000)   (80,346)
           
Cash Flows from Financing Activities:          
Cash overdraft acquired in acquisition  (11,093)   —  
Proceeds from convertible notes payable   4,434,500    300,000 
Payments-convertible notes payable   (135,000)   —  
Proceeds from the sale of common stock   335,000    600,000 
Proceeds from notes payable - related party   5,000    —   
Repayment of related party loans   (10,000)   (100)
Proceeds from notes payable   42,500    126,381 
Payments - notes payable   (21,005)   (14,402)
Net cash provided by financing activities   4,639,902    1,011,879 
           
Net change in cash   400,585    (786,786)
Effects of currency translation   (17,058)   (10,716)
Cash at beginning of period   10,777    835,657 
Cash at end of period  $394,304    38,155 
           
Supplemental schedule of cash flow information:          
Interest paid  $—     $—   
Income taxes  $—     $—   
Supplemental non-cash disclosure:          
Common stock issued for conversion of debt  $1,123,397   $—   
Preferred stock issued for prepaid services  $—     $1,025,000 
Common stock issued for prepaid services  $—     $111,000 
Note payable issued for acquisition  $4,500,000   $—   


 

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

F-6

 

 

CLEAN VISION CORPORATION

Notes to Unaudited Consolidated Financial Statements

June 30, 2023

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Clean Vision Corporation (“Clean Vision,” “we,” “us,” or the “Company”) is a new entrant in the clean energy and waste-to-energy industries focused on clean technology and sustainability opportunities.  Currently, we are focused on providing a solution to the plastic and tire waste problem by recycling the waste and converting it into saleable byproducts, such as hydrogen and other clean-burning fuels that can be used to generate clean energy. Using a technology known as pyrolysis, which heats the feedstock (i.e., plastic) at high temperatures in the absence of oxygen so that the material does not burn, we are able to turn the feedstock into (i) low sulfur fuel, (ii) clean hydrogen and (iii) carbon black or char (char is created when plastic is used as feedstock). Our goal is to generate revenue from three sources: (i) service revenue from the recycling services we provide (ii) revenue generated from the sale of the byproducts; and (iii) revenue generated from the sale of fuel cell equipment.  Our mission is to aid in solving the problem of cost-effectively upcycling the vast amount of waste plastic generated on land before it flows into the world’s oceans.

 

We currently operate through our wholly-owned subsidiary, Clean-Seas, Inc. (“Clean-Seas”), which we acquired on May 19, 2020. 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 Eco Synergie S.A.R.L., a limited liability company organized under the laws of Morocco, which changed its name to Clean-Seas Morocco, LLC (“Clean-Seas Morocco”) 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 tons per day of waste plastic.

 

We believe that our projects in India and Morocco will showcase our ability to pyrolyze waste plastic (using pyrolysis), which will generate three byproducts: (i) low sulfur fuel, (ii) clean hydrogen, AquaHtm, and (iii) char. We intend to sell the majority of the byproducts, while retaining a small amount of the low sulfur fuels and/or hydrogen to power our facilities and equipment. To date, our operations in India have not generated any revenue. However, since commencing operations at our Morocco facility in April 2023, Clean-Seas Morocco has generated $161,297 in revenue, with a gross margin of $127,435 from the provision of pyrolysis services and its sale of byproducts.

 

Clean-Seas India Private Limited was incorporated on November 17, 2021 as a wholly owned subsidiary of Clean-Seas.

 

Clean-Seas, Abu Dhabi PVT. LTD was incorporated in Abu Dhabi on December 9, 2021 as a wholly owned subsidiary of the Company. On January 19, 2022, the Company changed the name of its wholly owned subsidiary, Clean-Seas, Abu Dhabi PVT. LTD, to Clean-Seas Group. As of July 4, 2022, the Clean-Seas Group ceased operations and is in the process of dissolving.

 

Endless Energy, Inc. (“Endless Energy”) was incorporated in Nevada on December 10, 2021 as a wholly owned subsidiary of the Company. EndlessEnergy does not currently have any operations, but it was incorporated for the purpose of investing in wind and solar energy projects.

 

EcoCell, Inc. ("EcoCell”) was incorporated on March 4, 2022 as a wholly owned subsidiary of the Company. EcoCell does not currently have any operations, but we intend to use EcoCell for the purpose of licensing fuel cell patented technology.

 

Clean-Seas Arizona, Inc. ("Clean-Seas Arizona”) was incorporated in Arizona on September 19, 2022 as a wholly owned subsidiary of Clean-Seas. Clean-Seas Arizona was formed pursuant to a Memorandum of Understanding (the “MOU”) signed on November 4, 2022 with Arizona State University and the Rob and Melani Walton Sustainability Solution Service. Pursuant to the MOU, the parties intend to establish a 100 ton per day waste plastic to clean hydrogen conversion facility in Arizona.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the six month period ending June 30, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended December 31, 2022.

F-7

 

 

Use of Estimates

 

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

 

Concentrations of Credit Risk

 

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).  As of June 30, 2023, the Company had $116,968 of cash in excess of the FDIC’s $250,000 coverage limit.

Cash equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended June 30, 2023 and December 31, 2022.

 

Principles of Consolidation

 

The accompanying consolidated financial statements for the quarter ended June 30, 2023, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc., Clean-Seas India Private Limited, Clean-Seas Group, Endless Energy, Inc., EcoCell, Inc., Clean-Seas Arizona, Inc., and our 51% owned subsidiary, Clean-Seas Morocco, LLC. As of June 30, 2023, there was no activity in Clean-Seas Group, Endless Energy or Clean-Seas Arizona.

 

Translation Adjustment

 

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

 

Comprehensive Income

 

The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220).  Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income is included in net loss and foreign currency translation adjustments.

 

Basic and Diluted Earnings Per Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of June 30, 2023, there are warrants to purchase up to 116,944,802 shares of common stock and approximately 153,000,000 dilutive shares of common stock from a convertible notes payable. As of June 30, 2023 and 2022, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock can automatically be converted on January 1, 2023, into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of June 30, 2023 and 2022, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

F-8

 

 

Stock-based Compensation

 

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.

 

Goodwill

 

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

 

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

 

Derivative Financial Instruments

 

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

 

Fair value of financial instruments

 

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

 

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

 

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

 

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

 

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

 

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023:

F-9

 
Description   Level 1     Level 2   Level 3  
Derivative    $ —        $ —     $ 2,583,567  
Total   $ —       $ —     $ 2,583,567  

 

Revenue Recognition

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

As of June 30, 2023, our operations in Morocco had generated $161,297 in revenue, with a gross margin of $127,435 from the sale of commodities (the provision of pyrolysis services and its sale of byproducts). As of June 30, 2023, we did not generate revenue from any other sources.

  

Recently issued accounting pronouncements

 

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

 

NOTE 3 - GOING CONCERN

 

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a source of revenue sufficient to cover its operating costs, had an accumulated deficit of $2,989,951 at June 30, 2023, and had a net loss of $5,427,614 for the six months ended June 30, 2023. 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 financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

Management plans to continue to implement its business plan and to fund operations by raising additional capital through the issuance of debt and equity securities. The Company’s existence is dependent upon management's ability to implement its business plan and/or obtain additional funding. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company's liquidity problems. Even if the Company is able to obtain additional financing, it may include undue restrictions on our operations in the case of debt or cause substantial dilution for our stockholders in the case of equity financing.

 

NOTE 4 — BUSINESS COMBINATIONS

 

On April 25, 2023 (the “Morocco Closing Date”), Clean-Seas, a wholly owned subsidiary of the Company, completed its acquisition of a fifty-one percent (51%) interest (the “Morocco Acquisition”) in Eco Synergie S.A.R.L., a limited liability company organized under the laws of Morocco (“Ecosynergie”), pursuant to that certain Notarial Deed (the “Morocco Purchase Agreement”) dated as of January 23, 2023 (the “Signing Date”) setting forth the terms and provisions applicable to the Morocco Acquisition (the “Purchase Agreement”). On the Morocco Closing Date, (i) Ecosynergie’s name was changed to Clean-Seas Morocco, LLC, (ii) Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Company’s CRO, were appointed as managers of Clean-Seas Morocco and (iii) Mr. Harris was appointed to serve as the Chief Executive Officer of Clean-Seas Morocco. Ecosynergie was not acquired from a related party and the Company did not have common control with Ecosynergie at the time of the Morocco Acquisition.

  

F-10

 

 

Pursuant to the Morocco Purchase Agreement, Clean-Seas paid an aggregate purchase price of $6,500,000 for the Morocco Acquisition, of which (i) $2,000,000 was paid on the Morocco Closing Date and (ii) the remaining $4,500,000 is to be paid to Ecosynergie Group over a period of ten (10) months from the Morocco Closing Date. Additionally, Clean-Seas committed to invest up to $50,000,000 in Clean-Seas Morocco over a period of ten (10) months from the Morocco Closing Date (the “Clean-Seas Morocco Investment”). The Clean-Seas Morocco Investment is currently contemplated to be funded in tranches based on a to be agreed to schedule tied to milestones related to the technology being deployed by Clean-Seas Morocco. The parties intend to complete the funding schedule applicable to the Clean-Seas Morocco investment in the first quarter 2024. To date, none of the Clean-Seas Morocco Investment has been funded 

 

The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. Although the accounting for operations is not yet complete, the results of operations of the business acquired by the Company have been included in the consolidated statements of operations since the date of acquisition. All amounts are considered provisional until a more thorough analysis of the books and records and the accounting for the acquisition can be completed. Per ASC 805-10-25-13, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete.

 

The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill. The provisional estimated fair value of the noncontrolling interest was based on the price the Company paid for their 51% of their controlling interest. The goodwill represents expected synergies from the combined operations.

 

The allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed are shown below:

 Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Consideration   
Consideration issued  $6,500,000 
Identified assets and liabilities     
Cash   11,093 
Prepaid and other assets   1,186,242 
Accounts receivable   392,611 
Property and equipment, net   1,146,445 
Accounts payable   (238,424)
Accrued Expenses   (767,288)
Loans payable   (789,827)
Lines of credit   (336,948)
Total identified assets and liabilities   603,904 
Excess purchase price allocated to goodwill  $5,896,096 

 

NOTE 5 - PROPERTY & EQUIPMENT

 

Property and equipment are recorded at cost. The Company capitalizes purchases of property and equipment over $5,000. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years.

 

Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

 

Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

 

Clean-Seas, Inc. has purchased a pyrolysis unit for piloting and demonstration purposes which has been commissioned in Hyderabad, India as of May 2022. The unit will be used to showcase the Company’s technology and services, turning waste plastic into environmentally friendly commodities, to potential customers. 

 

F-11

 

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

  Schedule of Property and Equipment

   June 30,
2023		  December 31,
2022
Pyrolysis unit  $185,700   $185,700 
Equipment   55,676    55,676 
Clean-Seas Morocco   1,128,348    —   
Less: accumulated depreciation   —    —   
Property and equipment, net  $1,369,724   $241,376 

 

Depreciation expense

 

As of June 30, 2023, the Company’s fixed assets have not yet been placed into service. Depreciation will begin on the date the assets are placed into service.

 

NOTE 6 – LOANS PAYABLE

 

As of December 31, 2020, a third party loaned the Company a total of $114,500. The loan was used to cover general operating expenses, is non-interest bearing and due on demand. During the year ended December 31, 2021, the Company repaid $100,000 of the loan. During the year ended December 31, 2022, the same individual provided consulting/IR services to the Company valued at $100,000. The amount due was added to the note payable for a balance due of $114,500 as of June 30, 2023 and December 31, 2022, respectively.

 

Effective January 1, 2023, the Company acquired a financing loan for its Director and Officer Insurance for $42,500. The loan bears interest at 7.75%, requires monthly payments of $4,402.42 and is due within one year. As of June 30, 2023, the balance due is $25,975.

 

NOTE 7 – CONVERTIBLE NOTES

 

Silverback Capital Corporation

 

On March 31, 2022, the Company issued a Promissory Note to Silverback Capital Corporation (“Silverback”) in the amount of $360,000. The Company received $300,000, net of a $60,000 OID. The note bears interest at 8% per annum and matures in one year. The note may be converted to shares of common stock at $0.02 per share, provided, that if the Company effects a Qualified Offering (as defined in the note) the conversion price will be such price that represents a 20% discount to the offering price of the Company’s common Stock in the Offering. In the event of a default Silverback will have the option to convert at the lower of 1) .02 per share, or 2) a 20% discount to the five day trailing VWAP of the common stock. On February 21, 2023, Silverback fully converted the $360,000 note and $25,723 of interest into 19,286,137 shares of common stock.

 

Coventry Enterprises, LLC

 

On December 9, 2022, the Company entered into the Purchase Agreement (the “Coventry Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which the Company issued to Coventry a Promissory Note (the “Coventry Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, net of a discount of $45,000. In addition, the Company issued to Coventry 15,500,000 shares of Common Stock (the “Commitment Stock”), of which 12,500,000 shares of Commitment Stock were returned to the Company pursuant to the terms of the Coventry Purchase Agreement in the first quarter of 2023.

 

The Coventry Note bears guaranteed interest at the rate of 5% per annum for the 12 months from and after the date of issuance (notwithstanding the 11-month term of the Coventry Note for aggregate guaranteed interest of fifteen thousand Dollars ($15,000), all of which Guaranteed Interest shall be deemed earned as of the date of the Coventry Note. The principal amount and the Guaranteed Interest are due and payable in seven equal monthly payments of $45,000, commencing on May 6, 2023, and continuing on the 6th day of each month thereafter until paid in full not later than November 6, 2023. During the six months ended June 30, 2023, the Company repaid $135,000 of the principal amount.

 

February Convertible Notes

 

On February 17, 2023, the Company entered into a securities purchase agreement (the “February Purchase Agreement”) with certain institutional buyers. Pursuant to the February Purchase Agreement, the Company issued senior convertible notes in the aggregate principal amount of $4,080,000, which notes shall be convertible into shares of common stock at the lower of (a) 120% of the closing price of the common stock on the day prior to closing, or (b) a 10% discount to the lowest daily volume weighted average price (“VWAP”) reported by Bloomberg of the common stock during the 10 trading days prior to the conversion date.

F-12

 

 

On February 17, 2023, the initial investor under the February Purchase Agreement purchased a senior convertible promissory note (the “February Note”) in the original principal amount of $2,500,000 and a warrant to purchase 29,434,850 shares of the Company’s common stock. The maturity date of the February Note is February 21, 2024 (the “Maturity Date”). The February Note bears interest at a rate of 5% per annum. The February Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the February Note. The Company also issued a warrant to the initial investor that is exercisable for shares of the Company’s common stock at a price of $0.845 per share and expires five years from the date of issuance. See Note 14 – Subsequent Events for additional information.

 

April Convertible Note

 

Pursuant to the February Purchase Agreement, on April 10, 2023, an investor purchased a senior convertible promissory note (the “April Note”) in the original principal amount of $1,500,000 and the Company issued warrants for the purchase of up to 17,660,911 shares of the Company’s common stock to the investor. The April Note bears interest at a rate of 5% per annum. The April Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the April Note.

 

May Convertible Notes

 

On May 26, 2023, the Company entered into that certain Securities Purchase Agreement (the “May Purchase Agreement”) with certain institutional investors (the “May Investors”), pursuant to which the May Investor purchased a senior convertible promissory note in the aggregate original principal amount of $1,714,285.71 (the “May Note”) and warrants to purchase 44,069,041 shares of the Company’s common stock (the “May Warrants”).

 

The May Note matures 12 months after issuance and bear interest at a rate of 5% per annum, as may be adjusted from time to time in accordance with Section 2 of the May Note. The May Note have an original issue discount of 30%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the May Note.

 

At any time, the Company shall have the right to redeem all, but not less than all, of the amount then outstanding under the May Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (as defined in the Note) (a “Company Optional Redemption”). The portion of the May Note subject to a Company Optional Redemption shall be redeemed by the Company in cash at a price equal to the greater of (i) 10% premium to the amount then outstanding under the May Note to be redeemed, and (ii) the equity value of our common stock underlying the May Note. The equity value of our common stock underlying the May Note is calculated using the greatest closing sale price of our common stock on any trading day immediately preceding such redemption and the date we make the entire payment required. The Company may exercise its right to require redemption under the May Note by delivering a written notice thereof by electronic mail and overnight courier to all, but not less than all, of the holders of May Note.

 

The May Warrants are exercisable for shares of the Company’s common stock at a price equal to 120% of the closing sale price of the common stock on the trading day ended immediately prior to the closing date (the “May Warrant Exercise Price”) and expire five years from the date of issuance. The May Warrant Exercise Price is subject to customary adjustments for stock dividends, stock splits, recapitalizations and the like.

 

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

 

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

 

The Company deducts the total value of all discounts (OID, value of warrants, discount for derivative) from the calculated derivative liability with any difference accounted for as a loss on debt issuance. For the six months ended June 30, 2023, the Company recognized a total loss of the issuance of convertible debt of $2,676,526.

  

From April 2023 through June 30, 2023, Walleye Opportunities Master Fund Ltd., converted $737,684 of the principal amount of the February Note into 25,450,000 shares of our common stock. The Company accounted for the conversions per ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20), resulting in a gain from conversion of debt of $260,882.

 

The following table summarizes the convertible notes outstanding as of June 30, 2023:

 Convertible Debt

Note Holder   Date   Maturity Date   Interest   Balance
December 31,
2022		     Additions     Conversions / Repayments     Balance
June 30, 2023
Silverback Capital Corporation   3/31/2022   3/31/2023     8%    $ 360,000     $ —     $ (360,000)     $ —
Coventry Enterprises, LLC   12/29/2022   11/6/2023     5%     300,000       —       (135,000)       165,000
Walleye Opportunities Fund   2/21/2023   2/21/2024     5%     —       2,500,000       (737,684)       1,762,316
Walleye Opportunities Fund   4/10/2023   4/10/2024     5%     —       1,500,000       —       1,500,000
Walleye Opportunities Fund   5/26/2023   5/26/2024     5%     —       1,714,286       —       1,714,286
Total                 $ 660,000     $ 5,714,286     $ (1,232,684)     $ 5,141,602
Less debt discount                  $ (183,560)               (4,097,677)
Convertible note payable, net                 $ 476,440                     $ 1,043,925

 

 

F-13

 

 

 

A summary of the activity of the derivative liability for the notes above is as follows:

Schedule of Derivative Instruments 

    
Balance at December 31, 2022  $— 
Increase to derivative due to new issuances   4,217,944 
Decrease to derivative due to conversions   (498,298)
Decrease to derivative due to mark to market   (1,136,079)
Balance at June 30, 2023  $2,583,567 

 

The Company uses the Black Scholes pricing model to estimate the fair value of its derivatives. A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy, as of June 30, 2023 is as follows:

 Schedule of Derivative Assets at Fair Value

Inputs  June 30, 2023  Initial
Valuation
Stock price  $0.0395   $0.0566-0.1075 
Conversion price  $0.0305   $0.0534-0.0591 
Volatility (annual)   181.1%   165.3%-170.53%
Risk-free rate   5.47%   4.7-5.07%
Dividend rate   —      —   
Years to maturity   0.65    .87-1 

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

Dan Bates, CEO

 

On February 21, 2021, the Company amended the employment agreement with Dan Bates, CEO. The amendment extended the

term of his agreement from three years commencing May 27, 2020, to expire on May 27, 2025.

 

As of June 30, 2023 and December 31, 2022, the Company owed Mr. Bates $240,000 and $220,000, respectively, for accrued compensation.

 

The Company issued to Mr. Bates three separate promissory notes, 1) on August 1, 2022, for $1,000, 2) on September 15, 2022, for $35,040, and 3) on October 6, 2022, for $1,000. The notes bear interest at 8% and are due on demand. As of December 31, 2022, the Company repaid $20,000, for a balance due of principal and interest of $26,040 and $977. During the six months ended June 30, 2023, Mr. Bates loaned the Company an additional $5,000 and was repaid $10,000. As of June 30, 2023, the balance due of principal and interest of $21,040 and $1,869.

 

Rachel Boulds, CFO

 

The Company entered into a consulting agreement with Rachel Boulds, effective as of May 1, 2021, to serve as part-time Chief Financial Officer for compensation of $5,000 per month, which increased to $7,500 in June 2023. As of June 30, 2023 and December 31, 2022, the Company owes Ms. Boulds $7,500 and $25,000 for accrued compensation, respectively.

 

Daniel Harris, Chief Revenue Officer

 

As of June 30, 2023 and December 31, 2022, the Company owed Mr. Harris, $17,500 and $37,500, respectively, for accrued compensation.

 

John Owen

 

Mr. Owen’s consulting agreement and his role as Chief Operating Officer were terminated effective as of November 21, 2022. Per the terms of the separation agreement with Mr. Owen, the Company acknowledges past due salary of $62,500. The Company made an initial payment of $2,500 and agreed to pay $5,000 a month beginning in January 2023. As of June 30, 2023, the Company owed Mr. Owen $25,000.

F-14

 

 

Erfran Ibrahim, former CTO

 

As of June 30, 2023 and December 31, 2022, the Company owed Mr. Ibrahim, $60,000 and $60,000, respectively, for accrued compensation.

 

Michael Dorsey, Director

 

As of June 30, 2023 and December 31, 2022, the Company owed Mr. Dorsey, $4,500 and $9,000, respectively, for accrued director fees.

 

Greg Boehmer, Director

 

As of June 30, 2023 and December 31, 2022, the Company owed Mr. Boehmer, $2,000 and $4,500, respectively, for accrued director fees. In addition, the Company owes Mr. Boehmer $0 and $7,000, for consulting services as of June 30, 2023 and December 31, 2022.

 

Bart Fisher, Director

 

On February 23, 2023. Mr. Fisher was granted 500,000 shares of common stock. The shares were valued at $0.122, the closing stock price on the date of grant, for total non-cash stock compensation of $61,000.

 

NOTE 9 – COMMON STOCK

 

The Company has entered into three consulting agreements that required the issuance of a total of 31,251 shares of common stock per month through May 2023. For the six months ended June 30, 2023, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $9,172. As of June 30, 2023, the shares due have not been issued by the transfer agent and are included in common stock to be issued.

 

The Company has entered into a consulting agreement that requires the issuance of 5,000 shares of common stock per month beginning February 2022. For the six months ended June 30, 2023, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $1,537. As of June 30, 2023, the shares due have not been issued by the transfer agent and are included in common stock to be issued.

 

In addition to the monthly shares granted the Company also granted the following:

 

On January 26, 2023, the Company issued a total of 10,500,000 shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant to the Signed Securities Purchase Agreements on January 26, 2023, for total cash proceeds of $210,000. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance.

 

On January 30, 2023, the Company granted 1,000,000 shares of common stock for services. The shares were valued at $0.063, the closing stock price on the date of grant, for total non-cash compensation expense of $62,800.

 

On February 16, 2023, the Board of Directors approved a special dividend of five shares of the Company's common stock for every one hundred shares of common stock issued and outstanding (the "Dividend"). The record date for the Dividend is February 27, 2023, and the payment date is March 13, 2023. The shares were valued at $0.068, for a total value of $1,483,528, which has been debited to the accumulated deficit.

 

On February 21, 2023, Silverback Capital Corporation, fully converted its note dated March 31, 2022, with principal and interest of $360,000 and $25,723, respectively, into 19,286,137 shares of common stock.

 

On February 22, 2023, the Company issued 6,250,000 shares of common stock and warrants to purchase up to 6,250,000 additional shares of common stock, to an individual pursuant to the Signed Securities Purchase Agreement, for total cash proceeds of $125,000. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance.

 

F-15

 

On February 23, 2023, the Company granted 600,000 shares of common stock for services. The shares were valued at $0.122, the closing stock price on the date of grant, for total non-cash compensation expense of $73,200.

 

On March 7, 2023, the Company granted 850,000 shares of common stock for services. The shares were valued at $0.068, the closing stock price on the date of grant, for total non-cash compensation expense of $57,375.

 

On March 17, 2023, the Company granted 3,000,000 shares of common stock for services. The shares were valued at $0.065, the closing stock price on the date of grant, for total non-cash compensation expense of $194,400.

 

Refer to Note 8 for shares issued to related parties.

 

NOTE 10 – PREFERRED STOCK

 

The Company is authorized to issue 10,000,000 shares of Preferred Stock at $0.001 par value per share with the following designations.

 

Series A Redeemable Preferred Stock

 

On September 21, 2020, the Company created a series of Preferred Stock designating 2,000,000 shares as Series A Redeemable Preferred Stock ranks senior to the Company’s Common Stock upon the liquidation, dissolution or winding up of the Company. The Series A Preferred Stock does not bear a dividend or have voting rights and is not convertible into shares of our Common Stock.

 

Series B Preferred Stock

 

On December 14, 2020, the Company designated 2,000,000 shares of its authorized preferred stock as Series B Convertible, Non-voting Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock does not bear a dividend or have voting rights. The Series B Preferred Stock automatically converted into shares of common stock on January 1, 2023, at the rate of 10 shares of common stock for each share of Series B Preferred Stock; however, due to an ongoing dispute with certain holders of the Series B Preferred Stock, which is expected to be resolved through binding arbitration in December 2023, such conversion has not been effectuated as of the date hereof. Holders of our Series B Preferred Stock have anti-dilution rights protecting their interests in the Company from the issuance of any additional shares of capital stock for a two year period following conversion of the Series B Preferred Stock calculated at the rate of 20% on a fully diluted basis.

 

On December 17, 2020, the Company entered into a three-year consulting agreement with Leonard Tucker LLC. Per the terms of the agreement, Leonard Tucker LLC received 2,000,000 shares of Series B Preferred Stock for services provided, which shares of Series B Preferred Stock is to be classified as mezzanine equity until they are fully issued.

 

Series C Preferred Stock

 

On February 19, 2021, the Company amended its Articles of Incorporation whereby 2,000,000 shares of preferred stock were designated Series C Convertible Preferred Stock. The holders of the Series C Convertible Preferred Stock are entitled to 100 votes and shall vote together with the holders of common stock. Each share of the Series C Convertible Preferred Stock automatically converted into ten shares of common stock on January 1, 2023; however, such conversion has not been effectuated as of the date hereof.

 

NOTE 11 – WARRANTS

 

On October 6, 2022, the Company issued warrants to purchase up to 40,000 shares of common stock in conjunction with the issuance of a note payable. The warrants are exercisable for 3 years with an exercise price of $0.01. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity.

 

January 26, 2023, the Company issued a total of 10,500,000 shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant to a Securities Purchase Agreement signed on January 26, 2023, for total cash proceeds of $210,000. The warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expire three years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $134,836, which has been accounted for in additional paid in capital.

 

F-16

 

On February 17, 2023, the investor under that certain Securities Purchase Agreement (the “February Purchase Agreement”) purchased a senior convertible promissory note in the original principal amount of $2,500,000 and a warrant to purchase 29,424,850 shares of the Company’s common stock (the “February Warrant”). The February Warrant is exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expires five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $1,381,489 which has been accounted for in additional paid in capital.

 

On February 22, 2023, the Company entered into and closed on those certain Securities Purchase Agreements with five (5) investors (the “Reg. D Investors”), pursuant to which the Company issued 6,250,000 shares of common stock and warrants to purchase up to 6,250,000 additional shares of common stock (the “Reg. D Warrants”) for total cash proceeds of $125,000. The Reg. D Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $193,063 which has been accounted for in additional paid in capital.

 

Pursuant to the February Purchase Agreement, on April 10, 2023, the Company issued a senior convertible promissory note in the original principal amount of $1,500,000 and warrants to purchase 17,660,911 shares of the Company’s common stock (the “April Warrants”). The April Warrants are exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expire five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $587,384 which has been accounted for in additional paid in capital.

 

On May 26, 2023, the Company entered into that certain Securities Purchase Agreement (the “May Purchase Agreement”) with certain institutional investors (the “May Investors”), pursuant to which the May Investors purchased senior convertible promissory notes in the aggregate original principal amount of $1,714,285.71 and warrants to purchase 44,069,041 shares of the Company’s common stock (the “May Warrants”). The May Warrants are exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expire five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $760,980 which has been accounted for in additional paid in capital.

 

 

    Number of
Warrants		     Weighted
Average
Exercise
Price		     Weighted Average
Remaining Contract Term		   Intrinsic Value
Outstanding, December 31, 2021     —       —       —      
Issued     9,040,000     $ 0.02       2.49      
Cancelled     —     $ —       —      
Exercised     —     $ —       —      
Outstanding, December 31, 2022     9,040,000     $ 0.02       2.25      
Issued     107,904,802     $ 0.04      

4.46

      
Cancelled     —     $ —       —      
Exercised     —     $ —       —      
Outstanding, June 30, 2023     116,944,802     $ 0.037       4.25   $ 345,500

 

 

NOTE 12 – COMMITMENTS AND CONTINGENCIES

 

Project Finance Arrangement

 

On November 4, 2022, the Company entered into a consulting agreement (the “Agreement”) with Edge Management, LLC (“Edge”), a services firm based in New York City. Under the Agreement, Edge will assist us to develop, structure and implement project finance strategies (“Project Finance”) for our clean energy installations around the world. Financing strategies will be in amounts and upon terms acceptable to us, and may include, without limitation, common and preferred equity financing, mezzanine and other junior debt financing, and/or senior debt financing, including but not limited to one or more bond offerings (“Project Financing(s)”). Under the Agreement, Edge is engaged as our exclusive representative for Project Financing matters. Edge is entitled to receive a cash payment for any Project Financing involving as follows: 5% of the gross amount of the funding facilities (up to $500 million) of all forms approved by the lender (“Lender”) introduced by Edge and or its affiliates and accepted by the Company on closing (“Closing”), 4% of the gross amount of the funding facilities (for the tranche of funding ranging from $500,000,001 to $1,000,000,000) approved by the Lender introduced by Edge and or its affiliates and accepted by the Company on Closing, and 3% of the subsequent gross amount ($1,000,000,001 and greater) of the funding facilities of all forms approved by the Lender introduced by Edge and/or its affiliates and accepted by the Company on Closing. In addition to the cash consulting fee, Edge shall be issued cashless, five-year warrants equal to: 2% (at a strike price to be mutually determined by the Parties for the first tranche of funding, up to $500 million), 1% (at a strike price to be mutually determined by the Parties for the tranche of funding ranging from $500,000,001 to $1,000,000,000), and 1% (at a strike price to be mutually determined by the Parties for any and all subsequent Debt Funding ($1,000,000,001 and greater)) of the outstanding common and preferred shares, warrants, options, and other forms of participation in the our Company on Closing.. The Agreement has an initial term of one (1) year and is cancellable by either party on ninety (90) days written notice. There is no guarantee that Edge will be successful in helping us obtain Project Financing.

F-17

 

 

Legal Proceedings

 

Presently, except as described below, there are not any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

On January 30, 2023, Leonard Tucker, LLC (“Tucker”), one of the holders of the Company’s Series B Convertible Non-Voting Preferred Stock (the “Series B Preferred Stock”) filed an action against the Company (the “Tucker Litigation”) in the Second Judicial District Court of the State of Nevada (Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific performance and declaratory relief (the “Tucker Complaint”). The Tucker Litigation arises from the 3-year Consulting Agreement the Company entered into with Tucker on December 17, 2020 (the “Tucker Agreement”), whereby Tucker agreed to perform certain strategic and business development services to the Company in exchange for 2,000,000 shares of Series B Preferred Stock and a consulting fee of $20,000 per month.

 

The 2,000,000 shares of Series B Preferred Stock automatically converted into 20,000,000 shares of the Company’s common stock (the “Common Stock”) on January 1, 2023. However, the Company’s Transfer Agent was instructed to not issue the shares of Common Stock because of the ongoing dispute between the Company and Tucker regarding Tucker’s ability to perform under the Tucker Agreement due to the action filed by the United States Securities and Exchange Commission against Profile Solutions, Inc., Dan Oran and Tucker on September 9, 2022 in the United States District Court Southern District of Florida (Case No. 1:22-cv-22881) alleging, among other things, that Tucker violated Section 17(a)(1) and 17(a)(3) of the Securities Act of 1933 and aided and abetted violations of Section 10(b) and Rule 10-b5.

 

Tucker is seeking, among other things, that the Company issue the shares of Common Stock issuable upon conversion of the Series B Preferred Stock pursuant to the Tucker Agreement. The Company is contesting all of the allegations set forth in the Tucker Complaint.

 

Pursuant to the terms of the Tucker Agreement, the Company expects to have the Tucker Litigation resolved through binding arbitration in December 2023.

 

Non-Related Party Consulting Agreements  

 

The following is a summary of compensation related to consulting agreements in 2023.

 Schedule of Share-Based Payment

        Stock Compensation        
Consultant   Current Contract Date   # Shares   Value   2023 Compensation   Owed as of
6/30/2023
John Shaw   3/1/2021   —   $ —   $ 30,000   $ 25,000
Chris Galazzi   5/2/2021   31,251   $ 1,995   $ 45,000   $ 30,000
Venkat Kumar Tangirala   1/1/2022   —   $ —   $ 30,000   $ 55,000
Alpen Group LLC   1/1/2022   15,000   $ 950   $ 15,000   $ 35,000
Strategic Innovations   1/1/2023   —     —   $ 30,000   $ —
Fraxon Marketing   3/15/2023   —     —   $ 60,000   $ 10,000

 

 

NOTE 13 - DISCONTINUED OPERATIONS

 

In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the liabilities of the discontinued operations in the consolidated balance sheets. The liabilities have been reflected as discontinued operations in the consolidated balance sheets as of June 30, 2023 and December 31, 2022, and consist of the following:

 

F-18

 

 

   June 30, 2023  December 31, 2022
Current Liabilities of Discontinued Operations:          
Accounts payable  $49,159   $49,159 
Accrued expenses   6,923    6,923 
Loans payable   11,011    11,011 
Total Current Liabilities of Discontinued Operations:  $67,093   $67,093 

 

NOTE 14 – SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date of this Quarterly Report on Form 10-Q and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

 

On July 3, 2023, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) by and between the Company, Christopher Percy and Daniel Bates, whereby the parties agreed to a global settlement to a lawsuit filed by the Company against Mr. Percy in September 2022 in Clark County, Nevada in the Eighth Judicial District Court (Case No: A-22-85843-B), with the case being subsequently removed to the United States District Court, District of Nevada (2:22-cv-01862-ART-NJK). Thereafter, Mr. Percy counterclaimed against the Company and brought third-party claims against Mr. Bates (the “ Percy Litigation”). Pursuant to the Settlement Agreement, none of the parties admitted to fault or liability, Mr. Percy agreed to pay $150,000 to the Company (the “Percy Payment”) and, within ten (10) business days of the Percy Payment being received, Mr. Bates agreed to remit $25,000 to Mr. Percy (the “Bates Payment”). In addition, the parties agreed to work together to promptly release the $5,000 Temporary Restraining Order/Preliminary Injunction bond currently deposited with the Clerk of the Court for the Eighth Judicial District Court, Clark County, Nevada. Once released, said bond shall be remitted to Mr. Percy. In addition, pursuant to the Settlement Agreement, the Company agreed to, within ten (10) days of the effective date, instruct its transfer agent to (i) issue 1,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) to Mr. Percy, (ii) restore and/or reissue to Mr. Percy the 3,000,000 shares of Common Stock that was previously cancelled by the Company and (iii) withdraw its stop-transfer demand current in place with respect to 4,200,000 shares of Common Stock owned by Mr. Percy (collectively, the “Percy Shares”). Mr. Percy agreed to not sell, on any given trading day, the Percy Shares in an amount that exceeds more than 10% of the daily trading volume of the Common Stock, with such trading volume determined by the trading platform upon which the Common Stock is then traded. As consideration for entering into the Settlement Agreement, the parties agreed to a customary mutual release of claims. Within five (5) business dates of the Bates Payment being remitted, the parties agreed to submit a joint stipulation to the United States District Court, District of Nevada, dismissing all claims, crossclaims, counterclaims, and/or third-party claims in the Litigation, with prejudice.

 

On July 7, 2023, Walleye Opportunities Master Fund Ltd, converted $532,500 of the promissory notes it purchased pursuant to the February Purchase Agreement into 25,000,000 shares of common stock. 

 

On July 6, 2023, the Company issued Brad Listermann 430,000 shares of common stock. The shares were issued per the terms of a Settlement Agreement effective June 13, 2023.

On July 24, 2023, the Company issued 6,000,000 shares of common stock for services.

On July 24, 2023, the Company issued 5,725,000 shares of common stock for conversion of a loan payable in the amount $114,500.

 

F-19

 

 

On July 31, 2023 (the “August Note Original Issue Date”), the Company entered into a securities purchase agreement (the “August Purchase Agreement”) with an accredited investor (the “August Investor”), pursuant to which the August Investor purchased a senior convertible promissory note in the original principal amount of $500,000 (the “August Note”). In addition, as an additional inducement to the August Investor for purchasing the August Note, the Company issued 21,000,000 shares of its common stock to the August Investor at the closing. These shares are being valued at the closing stock price on the date of grant with the relative fair value accounted for as a debt discount. The transactions contemplated under the August Purchase Agreement closed on August 4, 2023.

 

The August Note matures on July 31, 2024 and bears interest at a rate of 10% per annum (the “Guaranteed Interest”), carries an original issue discount of 15% and has a conversion price of 90% per share of the lowest VWAP during the 20 trading day period before the conversion. The Company may prepay any portion of the outstanding principal amount and the guaranteed interest at any time and from time to time, without penalty or premium, provided that any such prepayment will be applied first to any unpaid collection costs, then to any unpaid fees, then to any unpaid Default Rate interest (as defined in the August Note), and any remaining amount shall be applied first to any unpaid guaranteed interest, and then to any unpaid principal amount.

 

The August Investor was granted a right of first refusal as the exclusive party with respect to any Equity Line of Credit transaction or financing (an “Additional Financing”) that the Company enters into during the 24-month period after the August Note Original Issue Date. In the event the Company enters into an Additional Financing, the Company must provide notice to the August Investor not less than 10 trading days in advance of the proposed entry. If the August Investor accepts all usual and customary terms set forth in the Additional Financing notice, the August Investor must, within 20 trading days of receipt of the notice, prepare all relevant documents in respect thereof for execution and delivery by the Company, provided, however, that the Company’s outside counsel must prepare the relevant registration statement to be filed with the United States Securities and Exchange Commission no later than 45 days after the Company receives the documents.

 

The August Note sets forth certain standard events of default (each such event, an “August Note Event of Default”), which, upon such August Note Event of Default, the principal amount and the guaranteed interest then outstanding under the August Note becomes convertible into shares of the Company’s common stock pursuant to a notice provided by the August Investor to the Company. At any time after the occurrence of an August Note Event of Default, the outstanding principal amount and the outstanding guaranteed interest then outstanding on the August Note, plus accrued but unpaid Default Rate (as defined in the August Note) interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become immediately due and payable at the August Investor’s option, in cash or in shares of the Company’s common stock at 120% of the outstanding principal amount of the August Note and accrued and unpaid interest, plus other amounts, costs, expenses and liquidated damages due in respect of the August Note.

 

F-20

 

Index to Financial Statements

 

Audited Financial Statements

 

  Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 5525) F-22
Consolidated Balance Sheets as of December 31, 2022 and 2021 F-24
Consolidated Statements of Operations and Comprehensive loss for the Years Ended December 31, 2022 and 2021  F-25
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021 F-26
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 F-27
Notes to Audited Financial Statements F-28

 

F-21

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Clean Vision Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Clean Vision Corp. and Subsidiaries (“the Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2022 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit, not established revenue, and recurring losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

F-22

 

 

Disclosure of Related-Party Transactions — Refer to Note 7 to the financial statements

Critical Audit Matter Description

The Company experienced a significant increase in consulting expenses and transactions during 2021, including those to related parties and stock issuances. There is judgment regarding valuation of stock compensation and accuracy of accounts and disclosures in relation to written terms and verbal adjustments.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to evaluating the Company’s accounting for related-party transactions included the following, among others:

  · Substantive testing to verify the completeness and accuracy of transactions.

 

  · Independent calculation of stock compensation to consultants (including related parties) and comparison to amounts per the Company.

 

  · Prepared a summary of related party transactions based on our audit and compared to financial statement disclosures to verify accuracy and completeness.

 

We have served as the Company’s auditor since 2020.

 

Spokane, Washington

April 2, 2023  

 

F-23

 

 

CLEAN VISION CORPORATION
CONSOLIDATED BALANCE SHEETS

 

   December 31, 2022  December 31, 2021

ASSETS

 

          
Current Assets:          
Cash  $10,777   $835,657 
Prepaids   125,000    54,000 
Total Current Assets   135,777    889,657 
Property and equipment   241,376    150,505 
Total Assets  $377,153   $1,040,162 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
Current Liabilities:          
Accounts payable  $377,746   $60,248 
Accrued compensation   641,639    308,500 
Accrued expenses   250,355    9,502 
Convertible note payable, net of discount of $183,560   476,440    —   
Loan payable   114,500    14,500 
Loans payable – related party   27,017    100 
Liabilities of discontinued operations   67,093    67,093 
Total current liabilities   1,954,790    459,943 
Total Liabilities   1,954,790    459,943 
           
Commitments and contingencies   —      —   
           
Mezzanine Equity:          
Series B Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 and 0 shares issued and outstanding, respectively   1,800,000    625,000 
Total mezzanine equity   1,800,000    625,000 
           
Stockholders' Deficit:          
Preferred stock, $0.001 par value, 4,000,000 shares authorized; no shares issued and outstanding   —      —   
Series A Preferred stock, $0.001 par value, 2,000,000 shares authorized; 0 and 1,850,000 shares issued and outstanding, respectively   —      1,850 
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding   2,000    2,000 
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 402,196,273 and 312,860,376 shares issued and outstanding, respectively   402,197    312,861 
Common stock to be issued   76,911    227,544 
Additional paid-in capital   15,203,394    12,576,049 
Accumulated other comprehensive loss   16,670    —   
Accumulated deficit   (19,078,809)   (13,165,085)
Total stockholders' deficit   (3,377,637)   (44,781)
Total liabilities and stockholders' deficit  $377,153   $1,040,162 
           

 

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

F-24

 

 

CLEAN VISION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

              
    
   For the Years Ended December 31,
   2022  2021
       
Operating Expenses:          
Consulting  $2,452,383   $1,955,213 
Professional fees   407,501    413,479 
Payroll expense   829,364    824,393 
Officer stock compensation expense   516,042    536,125 
Director fees   171,000    18,500 
General and administration expenses   1,287,030    373,095 
Total operating expense   5,663,320    4,120,805 
           
Loss from Operations   (5,663,320)   (4,120,805)
           
Other income (expense):          
Interest expense   (250,404)   (1,187,033)
Change in fair value of derivative   —      (576,573)
Loss on investment   —      (150,000)
Total other expense   (250,404)   (1,913,606)
           
Net loss before provision for income tax   (5,913,724)   (6,034,411)
Provision for income tax expense   —      —   
           
Net loss  $(5,913,724)  $(6,034,411)
           
Other comprehensive income:          
Foreign currency translation adjustment   16,670    —   
Comprehensive loss  $(5,897,054)  $(6,034,411)
           
Loss per share - basic and diluted  $(0.02)  $(0.03)
           
Weighted average shares outstanding - basic and diluted   344,710,350    197,675,465 

  

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

F-25

 

CLEAN VISION CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

For the Years Ended December 31, 2022 and 2021

 

 

                                           
   Series A Preferred Stock  Series C Preferred Stock  Common Stock  Additional paid  Common Stock  Accumulated
Other Comprehensive		  Accumulated  Total Stockholders'
   Shares  Amount  Shares  Amount  Shares  Amount  In Capital  To be Issued  Loss  Deficit  Deficit
Balance, December 31, 2020   2,000,000   $2,000    —     $—      97,208,516   $97,208   $5,061,681   $266,299   $—     $(7,130,674)  $(1,703,486)
Redemption of preferred   (150,000)   (150)   —      —      —      —      150    —      —      —      —   
Stock issued for services – related party   —      —      2,000,000    2,000    4,500,000    4,500    769,250    (207,895)   —      —      567,855 
Stock issued for services   —      —      —      —      7,250,000    7,250    799,990    169,140    —      —      976,380 
Stock issued for Conversion of debt   —      —      —      —      41,701,860    41,703    2,863,178    —      —      —      2,904,881 
Stock issued for cash   —      —      —      —      162,200,000    162,200    3,081,800    —      —      —      3,244,000 
Net loss   —      —      —      —      —      —      —      —      —      (6,034,411)   (6,034,411)
Balance, December 31, 2021   1,850,000    1,850    2,000,000    2,000    312,860,376    312,861    12,576,049    227,544    —      (13,165,085)   (44,781)
Cancellation of preferred   (1,850,000)   (1,850)   —      —      —      —      1,850    —      —      —      —   
Stock issued for services   —      —      —      —      40,127,557    40,128    1,214,087    (150,633)   —      —      1,103,582 
Stock issued for services – related party   —      —      —      —      19,208,340    19,208    645,334    —      —      —      664,542 
Stock issued for cash   —      —      —      —      30,000,000    30,000    570,000    —      —      —      600,000 
Debt issuance cost – warrants issued   —      —      —      —      —      —      196,074    —      —      —      196,074 
Net loss   —      —      —      —      —      —      —      —      16,670    (5,913,724)   (5,897,054)
Balance, December 31, 2022   —     $—      2,000,000   $2,000    402,196,273   $402,197   $15,203,394   $76,911   $16,670   $(19,078,809)  $(3,377,637)

 

T-he accompanying notes are an integral part of these consolidated financial statements.

F-26

 

 

CLEAN VISION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

              
   For the Years Ended December 31,
   2022  2021
       
Cash Flows from Operating Activities:          
Net loss  $(5,913,724)  $(6,034,411)
Adjustments to reconcile net loss to net cash used
by operating activities:		          
Stock issued for services   1,024,323    1,574,380 
Stock issued for services – related party   664,542    567,855 
Preferred stock compensation expense   1,175,000    —   
Debt discount amortization   200,273    1,162,996 
Loss on investment   —      150,000 
Change in fair value of derivative   —      576,573 
Changes in operating assets and liabilities:          
Prepaid   (71,000)   (34,000)
Accounts payable   317,498    38,990 
Accruals   240,853    35,539 
Accrued compensation   333,139    161,000 
Net cash used by operating activities   (2,029,096)   (1,801,078)
           
Cash Flows from Investing Activities:          
Investment in 100Bio   —      (150,000)
Purchase of property and equipment   (90,871)   (150,505)
Net cash used by investing activities   (90,871)   (300,505)
           
Cash Flows from Financing Activities:          
Proceeds from convertible notes payable   555,000    686,500 
Proceeds from the sale of common stock   600,000    3,244,000 
Payments on convertible notes payable   —      (594,000)
Proceeds from notes payable - related party   46,917    —   
Repayment of related party loans   (20,000)   —   
Proceeds from notes payable   154,000    300,000 
Payments - notes payable   (57,500)   (700,000)
Net cash provided by financing activities   1,278,417    2,936,500 
           
Net change in cash   (841,550)   834,917 
Effects of currency translation   16,670    —   
Cash at beginning of year   835,657    740 
Cash at end of year  $10,777    835,657 
           
Supplemental schedule of cash flow information:          
Interest paid  $10,471   $—   
Income taxes  $—     $—   
Supplemental non-cash disclosure:          
Common stock issued for conversion of debt  $—     $1,231,461 

 

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

F-27

 

 

CLEAN VISION CORPORATION

Notes to Consolidated Financial Statements

December 31, 2022

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Clean Vision Corporation (“Clean Vision,” “we,” “us,” or the “Company”) is a new entrant in the clean energy and waste-to-energy industries focused on clean technology and sustainability opportunities. Currently, we are focused on providing a solution to the plastic and tire waste problem by recycling the waste and converting it into saleable byproducts, such as hydrogen and other clean-burning fuels that can be used to generate clean energy. Using a technology known as pyrolysis, which heats the feedstock (i.e., plastic or tires) at high temperatures in the absence of oxygen so that the material does not burn, we are able to turn the feedstock into i) low sulfur fuel, ii) clean hydrogen and iii) carbon black or char (char is created in the pyrolysis of plastic, while carbon black is created when tires are pyrolyzed). We intend to generate revenue from three sources: service revenue from the recycling services we provide, revenue generated from the sale of the byproducts, and revenue generated from the sale of fuel cell equipment. Our mission is to aid in solving the problem of cost-effectively upcycling the vast amount of waste plastic generated on land before it flows into the world’s oceans, as well as to reduce the amount of tire waste.

 

We currently operate through our wholly-owned subsidiary, Clean-Seas, Inc. (“Clean-Seas”), which we acquired on May 19, 2020. 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. We believe that this pilot project will showcase our ability to pyrolyze waste plastic (using pyrolysis), which will generate three byproducts: i) low sulfur fuel, ii) clean hydrogen, AquaHtm, and iii) char. We intend to sell the majority of the byproducts, while retaining a small amount of the low sulfur fuels and/or hydrogen to power our facilities and equipment. To date we have not generated any revenue from the provision of pyrolysis services nor have we generated any revenue from the sale of byproducts from our operations in India or fuel cell equipment and we do not currently have any contracts in place to sell these byproducts or fuel cell equipment. However, we believe that there is a strong market for low sulfur fuel and clean hydrogen, upon which we intend to focus our byproduct sales.

 

Clean-Seas, Inc. is Clean Vision Corporation’s first investment within its newly expanded scope. The acquisition of 100% of Clean Seas is Clean Vision Corporation’s first entrance 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 Vision Corporation’s management team will incorporate the two companies into a single-minded, clean energy-focused entity.

 

Clean-Seas India Private Limited which was incorporated on November 17, 2021, as a wholly owned subsidiary of Clean-Seas, Inc.

 

Clean-Seas, Abu Dhabi PVT. LTD was incorporated in Abu Dhabi on December 9, 2021, as a wholly owned subsidiary of the Company. On January 19, 2022, the Company changed the name of its wholly owned subsidiary, Clean-Seas, Abu Dhabi PVT. LTD, to Clean-Seas Group. As of July 4, 2022, the Company ceased operations and is in the process of dissolving the corporation.

 

EndlessEnergy was incorporated in Nevada on December 10, 2021, as a wholly owned subsidiary of the Company. EndlessEnergy does not currently have any operations, but it was incorporated for the purpose of investing in wind and solar energy projects.

 

EcoCell was incorporated on March 4, 2022, as a wholly owned subsidiary of CVC. EcoCell does not currently have any operations, but we intend to use EcoCell for the purpose of licensing fuel cell patented technology.

 

Clean-Seas Arizona was incorporated on September 19, 2022, as a wholly owned subsidiary of Clean-Seas.

 

Clean-Seas, Inc. has established Clean-Seas Arizona as a joint venture pursuant to a Memorandum of Understanding (the “MOU”) signed on November 4, 2022, with Arizona State University and the Rob and Melani Walton Sustainability Solution Service. Pursuant to the MOU, the parties intend to establish a 100 ton per day waste plastic to clean hydrogen conversion facility in Arizona.

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of Estimates

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

 

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended December 31, 2022 and 2021.

 

Principles of Consolidation

The accompanying consolidated financial statements for the year ended December 31, 2022, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc and Clean-Seas India Private Limited, Clean-Seas Group, EndlessEnergy, EcoCell, Clean-Seas Arizona and Clean-Seas Morocco. As of December 31, 2022, there was no activity in Clean-Seas Group, EndlessEnergy or Clean-Seas Arizona.

 

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2022.

 

Translation Adjustment

For the year ended December 31, 2022, the accounts of the Company’s subsidiary Clean-Seas India Private Limited, are maintained in Rupees. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.

 

Comprehensive Income

The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income for the year ended December 31, 2022, is included in net loss and foreign currency translation adjustments.

 

Investments 

The Company follows ASC subtopic 321-10, Investments-Equity Securities which requires the accounting for an equity security to be measured at fair value with changes in unrealized gains and losses included in current period operations. Where an equity security is without a readily determinable fair value, the Company may elect to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes. As of December 31, 2021, the Company determined that its investment in 100Bio was fully impaired; therefore, the investment was written down to $0 and a $150,000 loss on investment was recognized.

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Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of Common Stock outstanding and potentially outstanding Common Stock assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2022, there are warrants to purchase up to 9,040,000 shares of common stock and 18,000,000 dilutive shares of common stock from a convertible note payable. As of December 31, 2022 and 2021, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock will automatically be converted on January 1, 2023 into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of December 31, 2022 and 2021, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

 

Stock-based Compensation

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.

 

Fair value of financial instruments

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

 

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

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

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

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

 

Income Taxes

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.

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Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2022, and 2021, no liability for unrecognized tax benefits was required to be reported.

 

Recently issued accounting pronouncements

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

 

NOTE 3 - GOING CONCERN

 

The accompanying 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, had an accumulated deficit of $19,078,809 at December 31, 2022, and had a net loss of $5,913,724 for the year ended December 31, 2022. 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 financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

Management plans to continue to implement its business plan and to fund operations by raising additional capital through the issuance of debt and equity securities. The Company’s existence is dependent upon management's ability to implement its business plan and/or obtain additional funding. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company's liquidity problems. Even if the Company is able to obtain additional financing, it may include undue restrictions on our operations in the case of debt or cause substantial dilution for our stockholders in the case of equity financing.

 

NOTE 4 - PROPERTY & EQUIPMENT

 

Property and equipment are recorded at cost. The Company capitalizes purchases of property and equipment over $5,000. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years.

 

Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

 

Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

 

Clean-Seas, Inc. has purchased a pyrolysis unit for piloting and demonstration purposes which has been commissioned in Hyderabad, India as of May 2022. The unit will be used to showcase the Company’s technology and services, turning waste plastic into environmentally friendly commodities, to potential customers. 

 

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

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 Schedule of Property and Equipment

   December 31,
2022		  December 31,
2021
Pyrolysis unit  $185,700   $150,505 
Equipment   55,676    —   
Less: accumulated depreciation   —      —   
Property and equipment, net  $241,376   $150,505 

 

Depreciation expense

As of December 31, 2022, the Company’s fixed assets have not yet been placed into service. Depreciation will begin on the date the assets are placed into service.

 

NOTE 5 – LOANS PAYABLE

 

As of December 31, 2020, a third party loaned the Company a total of $114,500. The loan was used to cover general operating expenses, is non-interest bearing and due on demand. During the year ended December 31, 2021, the Company repaid $100,000 of the loan. During the year ended December 31, 2022, the same individual provided consulting/IR services to the Company valued at $100,000. The amount due was added to the note payable for a balance due of $114,500 as of December 31, 2022.

 

Effective January 1, 2022, the Company acquired a financing loan for its Director and Officer Insurance for $26,381. The loan bears interest at 10.45%, requires monthly payments of $3,060.36 and is due within one year. As of December 31, 2022, the balance due is $0.

 

On August 17, 2022, a third party loaned the Company $14,000. The loan has an original issue discount of $3,500, for a total note payable of $17,500. The note bears interest at 8% and is due in one year. This loan was repaid in full on December 15, 2022.

 

NOTE 6 – CONVERTIBLE NOTES

 

Silverback Capital Corporation

On March 31, 2022, the Company issued a Promissory Note to Silverback Capital Corporation (“Silverback”) in the amount of $360,000. The Company received $300,000, net of a $60,000 OID. The note bears interest at 8% per annum and matures in one year. The note may be converted to shares of common stock at $0.02 per share, provided, that if the Company effects a Qualified Offering (as defined in the note) the conversion price will be such price that represents a 20% discount to the offering price of the Company’s common Stock in the Offering. In the event of a default Silverback will have the option to convert at the lower of 1) .02 per share, or 2) a 20% discount to the five day trailing VWAP of the common stock. As of December 31, 2022, there is $21,698 of accrued interest on the loan.

 

Coventry Enterprises, LLC

On December 9, 2022, the Company entered into the Purchase Agreement with Coventry Enterprises, LLC (“Coventry”), pursuant to which the Company issued to Coventry a Promissory Note (the “Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, net of a discount of $45,000. In addition, the Company issued to Coventry 15,500,000 shares of Common Stock (the “Commitment Stock”), of which 12,500,000 shares of Commitment Stock are to be returned to the Company upon the Company’s filing of the registration statement on or before 45 calendar days after the date of the Note. The 12,500,000 shares of common stock were returned to the Company in Q1 2023.

 

The Note bears “Guaranteed Interest” at the rate of 5% per annum for the 12 months from and after the date of issuance (notwithstanding the 11-month term of the Note for an aggregate Guaranteed Interest of fifteen thousand Dollars ($15,000), all of which Guaranteed Interest shall be deemed earned as of the date of the Note. The Principal Amount and the Guaranteed Interest are due and payable in seven equal monthly payments of $45,000, commencing on May 6, 2023 and continuing on the 6th day of each month thereafter until paid in full not later than November 6, 2023.

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NOTE 7 – RELATED PARTY TRANSACTIONS

 

Daniel Bates, CEO

On February 21, 2021, the Company amended the employment agreement with Daniel Bates, CEO. The amendment extended the term of his agreement from three years commencing May 27, 2020, to expire on May 27, 2025.

 

On December 14, 2022, the Company granted Mr. Bates, 10,000,000 shares of common stock for services. The shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $350,000.

 

As of December 31, 2022 and 2021, the Company owed Mr. Bates, $220,000 and $90,000, respectively, for accrued compensation.

 

Mr. Bates, loaned the Company $100 to be used to open the Company’s bank account and such amount was repaid on May 26, 2022.

 

In addition, the Company issued to Mr. Bates three separate promissory notes, 1) on August 1, 2022, for $1,000, 2) on September 15, 2022, for $35,040, and 3) on October 6, 2022, for $1,000. The notes bear interest at 8% and are due on demand. As of December 31, 2022, the Company repaid $20,000, for a balance due of principal and interest of $26,040 and $977.

 

Rachel Boulds, CFO

The Company entered into a consulting agreement with Rachel Boulds, effective as of May 1, 2021, to serve as part-time Chief Financial Officer for compensation of $5,000 per month. On February 22, 2021, Ms. Boulds was granted 500,000 shares of Common Stock for her services. The shares were valued at $0.206, the closing stock price on the date of grant, for total non-cash expense of $102,950. On December 14, 2022, Ms. Boulds was granted 2,000,000 shares of Common Stock for her services. The shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $70,000. As of December 31, 2022, the Company owes Ms. Boulds $25,000 for accrued compensation.

 

Daniel Harris, Chief Revenue Officer

During the year ended December 31, 2022, Mr. Harris was issued 2,708,340 shares of common stock for services. The shares were valued at the closing stock price on the date of grant, for total non-cash expense of $96,042. As of December 31, 2022 and 2021, the Company owed Mr. Harris, $37,500 and $0, respectively, for accrued compensation.

 

John Owen

We entered into a consulting agreement with John Owen, effective as of July 1, 2021, (“Owen Consulting Agreement”) to serve as our Chief Operating Officer. Mr. Owen’s compensation is $12,500 per month. On December 16, 2021, we granted 500,000 shares of Common Stock to Mr. Owen for his services. The shares were valued at $0.028, the closing stock price on the date of grant, for total non-cash expense of $14,000. Mr. Owen’s consulting agreement and his role as Chief Operating Officer were terminated effective as of November 21, 2022. Per the terms of the separation agreement with Mr. Owen, the Company acknowledges past due salary of $62,500. The Company made an initial payment of $2,500 and agreed to pay $5,000 a month beginning in January 2023.

 

Chris Percy, a former Director

As of December 31, 2022 and 2021, the Company owed Chris Percy, a former Director, $96,250 and $158,500, respectively, for accrued compensation.

 

Erfran Ibrahim, former CTO

On February 1, 2021, the Company granted 20,000 shares of Common Stock to Mr. Ibrahim for services. The shares were valued at $0.14, the closing stock price on the date of grant, for total non-cash expense of $2,800. On September 30, 2021, the Company granted 160,000 shares of Common Stock to Mr. Ibrahim for services. The shares were valued at $0.10, the closing stock price on the date of grant, for total non-cash expense of $14,930. As of December 31, 2022, the shares have not yet been issued by the transfer agent and are disclosed as Common Stock to be issued.

 

As of December 31, 2022 and 2021, the Company owed Mr. Ibrahim, $60,000 and $60,000, respectively, for accrued compensation.

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Michael Dorsey, Director

On December 16, 2021, the Company granted Michael Dorsey, Director, 500,000 shares of Common Stock. The shares were valued at $0.028, the closing stock price on the date of grant, for total non-cash expense of $14,000. On December 14, 2022, the Company granted Mr. Dorsey, Director, 2,000,000 shares of Common Stock. The shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $70,000. As of December 31, 2022 and 2021, the Company owed Mr. Dorsey, $9,000 and $0, respectively, for accrued director fees.

 

Greg Boehmer, Director

On December 14, 2022, the Company granted Greg Boehmer, Director, 2,000,000 shares of Common Stock. The shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $70,000. As of December 31, 2022 and 2021, the Company owed Mr. Boehmer, $4,500 and $0, respectively, for accrued director fees. In addition, the Company owes Mr. Boehmer $7,000, for consulting services.

 

NOTE 8 – COMMON STOCK

 

The Company amended its Articles of Incorporation, effective June 29, 2021, to increase its authorized shares of common stock to 2,000,000,000.

 

During the year ended December 31, 2021, the Company issued 7,250,000 shares of common stock for services, for total non-cash compensation expense of $757,240.

 

During the year ended December 31, 2021, the Company granted 1,391,688 shares of common stock for services, for total non-cash compensation expense of $169,140. These shares have not yet been issued as of December 31, 2021 and are included in common stock to be issued.

 

During the year ended December 31, 2021, the Company sold 162,200,000 shares of common stock for total cash proceeds of $3,244,000. The shares were sold at $0.02, pursuant to the Company’s Regulation A Offering Statement qualified on June 21, 2021.

 

During the year ended December 31, 2021, the Company issued 41,701,860 shares of common stock for conversion of approximately $1,231,461 of debt.

 

The Company has entered into two consulting agreements that require the issuance of 20,834 shares of common stock per month through May 2023. During Q1 2022, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $1,771. During Q2 2022, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $2,246. During Q3 2022, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $1,085. During Q4 2022, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $860. On December 14, 2022, the Company issued all shares due as well as an additional 2,000,000 shares each. The additional shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $140,000.

 

The Company has entered into a consulting agreement that requires $3,000 per month be paid with shares of common based on the closing stock price of the applicable date each month. During Q1 2022, the Company issued 525,016 shares of common stock that were granted and accounted for in the prior period pursuant to the terms of this agreement. For Q1 2022, there are 292,861 shares of common stock due. For Q2 2022, there are approximately 306,000 shares of common stock due. For Q3 2022, there are approximately 553,000 shares of common stock due. As of December 31, 2022, not all shares due have not been issued by the transfer agent. $18,000 is included in common stock to be issued.

 

The Company has entered into a consulting agreement that require the issuance of 5,000 shares of common stock per month beginning February 2022. As of December 31, 2022, 555,000 shares were issued for total non-cash compensation expense of $1,793.

 

In addition to the monthly shares granted the Company also granted the following:

 

During Q1 2022, the Company granted 1,000,000 shares of common stock for services, for total non-cash compensation expense of $30,800.

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On April 1, 2022, the Company sold 30,000,000 shares of common stock to Silverback for total proceeds of $600,000.

 

During Q2 2022, the Company issued 5,000,000 shares of common stock for services. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $148,800.

 

During Q3 2022, the Company issued 5,000,000 shares of common stock for services. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $82,500.

 

During Q3 2022, the Company granted 2,500,000 shares of common stock pursuant to the terms of a new joint venture agreement. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $35,500.

 

During Q4 2022, the Company issued 3,238,000 shares of common stock, that had been granted and accounted for in common stock to be issued in prior years.

 

During Q4 2022, the Company issued 21,600,000 shares of common stock for services. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $664,200.

 

Refer to Note 7 for shares issued to related parties.

 

NOTE 9 – PREFERRED STOCK

 

The Company is authorized to issue 10,000,000 shares of Preferred Stock at $0.001 par value per share with the following designations.

 

Series A Redeemable Preferred Stock

On September 21, 2020, the Company created a series of Preferred Stock designating 2,000,000 shares as Series A Redeemable Preferred Stock ranks senior to the Company’s Common Stock upon the liquidation, dissolution or winding up of the Company. The Series A Preferred Stock does not bear a dividend or have voting rights and is not convertible into shares of our Common Stock.

 

Series B Preferred Stock

On December 14, 2020, the Company designated 2,000,000 shares of its authorized preferred stock as Series B convertible, non-voting preferred Stock. The Series B Preferred Stock does not bear a dividend or have voting rights. The Series B Preferred Stock will automatically be converted on January 1, 2023 into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. Holders of our Series B Preferred Stock have anti-dilution rights protecting their interests in the Company from the issuance of any additional shares of capital stock for a two year period following conversion of the Preferred Stock calculated at the rate of 20% on a fully diluted basis.

 

On December 17, 2020, the Company entered into a three-year consulting agreement with Leonard Tucker LLC. Per the terms of the agreement, Leonard Tucker LLC received 2,000,000 shares of Series B Preferred Stock for services provided. The preferred stock to be issued are classified as mezzanine equity until they are fully issued.

 

Series C Preferred Stock

On February 19, 2021, the Company amended its Articles of Incorporation whereby 2,000,000 shares of preferred stock were designated Series C Convertible Preferred Stock. The holders of the Series C preferred stock are entitled to 100 votes and shall vote together with the holders of common stock. Each share of the Series C preferred stock is convertible in ten shares of common stock.

 

NOTE 10 – WARRANTS

 

On October 6, 2022, the Company issued warrants to purchase up to 40,000 shares of common stock in conjunction with the issuance of a note payable. The warrants are exercisable for 3 years with an exercise price of $0.01. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity.

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Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $593, accounted for in additional paid in capital.

 

The Black Scholes pricing model was used to estimate the fair value of the warrants issued to purchase up to 40,000 shares of common stock with the following inputs:

 Fair value of the warrants issued

Common Stock available to purchase   40,000 
Share price  $0.0163 
Exercise Price  $0.01 
Term   3 years 
Volatility   184.74%
Risk Free Interest Rate   4.45%
Dividend rate   —   
Intrinsic value  $1,996 

 

On March 31, 2022, the Company issued warrants to purchase up to 9,000,000 shares of common stock to Silverback Capital Corporation in conjunction with convertible debt (Note 6). The warrants are exercisable for 3 years at a 25% premium to a Qualified Offering price. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity.

 

Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $195,482 , accounted for in additional paid in capital.

 

The Black Scholes pricing model was used to estimate the fair value of the warrants issued to purchase up to 9,000,000 shares of common stock with the following inputs:

Fair value of the warrants issued one

Common Stock available to purchase   9,000,000 
Share price  $0.0512 
Exercise Price  $0.025 
Term   3 years 
Volatility   185.23%
Risk Free Interest Rate   2.45%
Dividend rate   —   
Intrinsic value  $316,096 

 

NOTE 10 – COMMITMENTS AND CONTINGENCIES

 

Project Finance Arrangement

 

On November 4, 2022, the Company entered into a consulting agreement (the “Agreement”) with Edge Management, LLC (“Edge”), a services firm based in New York City. Under the Agreement, Edge will assist us to develop, structure and implement project finance strategies (“Project Finance”) for our clean energy installations around the world. Financing strategies will be in amounts and upon terms acceptable to us, and may include, without limitation, common and preferred equity financing, mezzanine and other junior debt financing, and/or senior debt financing, including but not limited to one or more bond offerings (“Project Financing(s)”). Under the Agreement, Edge is engaged as our exclusive representative for Project Financing matters. Edge is entitled to receive a cash payment for any Project Financing involving as follows: 5% of the gross amount of the funding facilities (up to $500 million) of all forms approved by the lender (“Lender”) introduced by Edge and or its affiliates and accepted by the Company on closing (“Closing”), 4% of the gross amount of the funding facilities (for the tranche of funding ranging from $500,000,001 to $1,000,000,000) approved by the Lender introduced by Edge and or its affiliates and accepted by the Company on Closing, and 3% of the subsequent gross amount ($1,000,000,001 and greater) of the funding facilities of all forms approved by the Lender introduced by Edge and/or its affiliates and accepted by the Company on Closing. In addition to the cash consulting fee, Edge shall be issued cashless, five-year warrants equal to: 2% (at a strike price to be mutually determined by the Parties for the first tranche of funding, up to $500 million), 1% (at a strike price to be mutually determined by the Parties for the tranche of funding ranging from $500,000,001 to $1,000,000,000), and 1% (at a strike price to be mutually determined by the Parties for any and all subsequent Debt Funding ($1,000,000,001 and greater)) of the outstanding common and preferred shares, warrants, options, and other forms of participation in the our Company on Closing.. The Agreement has an initial term of one (1) year and is cancellable by either party on ninety (90) days written notice. There is no guarantee that Edge will be successful in helping us obtain Project Financing.

F-36

 

 

 

Legal Proceedings

 

Presently, except as descried below, there are not any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

On September 16, 2022, the Company filed action against Christopher Percy (“Percy”) in the Eighth Judicial District of Nevada (Case No. A-22-858543-B) for breach of fiduciary duty, fraud, conversion, business disparagement, declaratory relief, and injunctive relief. This case arose out of a control dispute regarding certain actions taken by Percy while an officer and director of the Company in July 2022. The Nevada State Court granted the Company a temporary restraining order against Percy and granted the Company’s request for a preliminary injunction on November 2, 2022. Thereafter, Percy removed the case to the United States District of Nevada (Case No. 2:22-cv-01862-ART-NJK). The Company filed a motion to remand to state court on November 22, 2022 which is pending with the federal court. In December 2022, the federal court entered a preliminary injunction in favor of the Company, and ordered, in relevant part, that that Percy not take any action on behalf of the Company, unless said action is expressly authorized by the Board pursuant to the procedures set forth in the Company’s bylaws, and restored control the Company’s board. On December 1, 2022, Percy filed counterclaims against the Company for breach of contract, wrongful termination, breach of implied covenant of good faith and fair dealing, unjust enrichment, and indemnification. Percy also filed third-party claims against the Company’s CEO and director, Daniel Bates (“Bates”), for breach of fiduciary duty, equitable indemnity, and contribution. On December 22, 2022, the Company filed a partial motion to dismiss Percy’s counterclaims for indemnification and wrongful termination, which is pending with the federal court. On February 1, 2023, Bates filed a motion to dismiss all of Percy’s third-party claims, which is pending with the federal court.

 

On January 30, 2023, Leonard Tucker, LLC (“Tucker”), one of the holders of the Company’s Series B Convertible Non-Voting Preferred Stock (the “Series B Preferred Stock”) filed an action against the Company in the Second Judicial District Court of the State of Nevada (Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific performance and declaratory relief (the “Tucker Complaint”). This matter arises from the 3-year Consulting Agreement the Company entered into with Tucker on December 17, 2020 (the “Tucker Agreement”), whereby Tucker agreed to perform certain strategic and business development services to the Company in exchange for 2,000,000 shares of Series B Preferred Stock and a consulting fee of $20,000 per month. The 2,000,000 shares of Series B Preferred Stock automatically converted into 20,000,000 shares of Common Stock on January 1, 2023.

 

However the Company’s Transfer Agent was instructed to not issue the shares of Common Stock due to an ongoing dispute between the Company and Tucker regarding Tucker’s ability to perform the services under the Consulting Agreement due to the action filed by the United States Securities and Exchange Commission against Profile Solutions, Inc., Dan Oran and Leonard M. Tucker on September 9, 2022 in the United States District Court Southern District of Florida (Case No. 1:22-cv-22881) alleging, among other things, that Leonard Tucker violated Section 17(a)(1) and 17(a)(3) of the Securities Act of 1933 and aided and abetted violations of Section 10(b) and Rule 10-b5.

 

Pursuant to the Tucker Complaint, Tucker is seeking, among other things, that the Company issue the shares of Common Stock due pursuant to the Tucker Agreement. The Company is contesting all of the allegations set forth in the Tucker Complaint.

F-37

 

 

 

Non-Related Party Consulting Agreements 

 

The following is a summary of compensation related to consulting agreements in 2022.

 Schedule of Share-Based Payment

        Stock Compensation        
Consultant   Original Contract Date   # Shares   Value   2022 Cash Compensation   Owed as of 12/31/2022
Leonard Tucker LLC   12/17/2020   —   $ —   $ 140,000   $ 20,000
John Shaw   3/1/2021   500,000   $ 17,500   $ 60,000   $ 25,000
Strategic Innovations First, Inc   4/1/2022   817,877   $ 27,000   $ 31,500   $ 17,500
Chris Galazzi   5/2/2021   2,208,340   $ 73,446   $ 90,000   $ 37,500
Venkat Kumar Tangirala   1/1/2022   2,000,000   $ 70,000   $ 100,000   $ 75,000
Alpen Group LLC   1/1/2022   555,000   $ 19,292   $ 60,000   $ 40,000

 

Leonard Tucker LLC and Strategic innovations contracts have expired in 2022. All other consulting contracts continue to be active into 2023.

 

NOTE 11 – INCOME TAX

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used.

 

Net deferred tax assets consist of the following components as of December 31:

 Schedule of Deferred Tax Assets and Liabilities

   2022  2021
Deferred Tax Assets:          
NOL Carryover  $(3,443,812)  $(2,682,760)
Payroll accrual   134,700    2,000 
Deferred tax liabilities:          
Less valuation allowance   3,309,112    2,680,760 
Net deferred tax assets  $—     $—   

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, due to the following:

Schedule of Components of Income Tax Expense

   2022  2021
Book loss  $(1,277,100)  $(1,111,900)
Other nondeductible expenses   678,700    676,800 
Related party accrual   —      —   
Valuation allowance   598,400    435,100 
   $—     $—   

 

At December 31, 2022, the Company had net operating loss carry forwards of approximately $3,444,000 that may be offset against future taxable income. NOLs from tax years up to 2017 can be carried forward twenty years. Under the CARES Act, the Company can carry forward NOLs indefinitely for NOLs generated in a tax year beginning after 2017, that remain after they are carried back to tax years in the five-year carryback period. No tax benefit has been reported in the December 31, 2022, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016.

F-38

 

 

 

NOTE 12 - DISCONTINUED OPERATIONS

 

In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the liabilities of the discontinued operations in the consolidated balance sheets. The liabilities have been reflected as discontinued operations in the consolidated balance sheets as of December 31, 2022 and 2021, and consist of the following:

 

   December 31, 2022  December 31, 2021
Current Liabilities of Discontinued Operations:          
Accounts payable  $49,159   $49,159 
Accrued expenses   6,923    6,923 
Loans payable   11,011    11,011 
Total Current Liabilities of Discontinued Operations:  $67,093   $67,093 

 

NOTE 13 – SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

 

On January 18, 2023, the Company appointed Bart Fisher as an independent member of the Board of Directors.

 

January 26, 2023, the Company issued a total of 10,500,000 shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant to the Signed Securities Purchase Agreements on January 26, 2023, for total cash proceeds of $210,000. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance.

 

On February 16, 2023, the Board of Directors approved a special dividend of five shares of the Company's common stock for every one hundred shares of common stock issued and outstanding (the "Dividend"). The record date for the Dividend is February 27, 2023, and the payment date is March 13, 2023.

 

On February 17, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a Schedule of Buyers. The Company has authorized a new series of senior convertible notes in the aggregate principal amount of $4,080,000, which Notes shall be convertible into shares of common stock at the lower of (a)120% of the closing price on the day prior to closing, (the “Fixed Conversion Price”) or (b) a 10% discount to the lowest daily volume weighted average price reported by Bloomberg (“VWAP”) of the Common Stock during the 10 trading days prior to the conversion date(collectively, the “Conversion Price”)

 

On February 17, 2023, the initial Investor of the Purchase Agreement purchased a senior convertible promissory note (the “Note”) in the original principal amount of $2,500,000 and a warrant to purchase 29,434,850 shares of the Company’s common stock. The maturity date of the Note is February 21, 2024 (the “Maturity Date”). The Note bears interest at a rate of 5% per annum. The Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the Note. The Warrant is exercisable for shares of the Company’s common stock at a price of $0.845 per share and expires five years from the date of issuance.

 

On February 21, 2023, Silverback Capital Corporation, fully converted its note dated March 31, 2022, with principal and interest of $360,000 and $25,723, respectively, into 19,286,137 shares of common stock.

F-39

 

 

 

On February 22, 2023, the Company issued 6,250,000 shares of common stock and a warrant to purchase up to an additional 6,250,000 shares of common stock, pursuant to a Signed Securities Purchase Agreement, for total cash proceeds of $125,000. The Warrant is exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance.

 

On February 23, 2023, the Company issued 500,000 shares of common stock to Bart Fisher, Director, for services.

 

On February 23, 2023, the Company issued 600,000 shares of common stock to an individual for services.

 

F-40

 

 

 

 

CLEAN VISION CORPORATION

 

Up to 19,000,000 Shares of Common Stock

 

The date of this prospectus is _____, 2023

 

 

 

 

 

  

 PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution.

 

The following is an itemized statement of the estimated amounts of all expenses payable by us in connection with the registration of the Common Stock, other than underwriting discounts and commissions. All amounts are estimates except the SEC registration fee and FINRA filing fee.

 

SEC Registration Fee   $ 98.0  
Accounting Fees and Expenses   $   *
Legal Fees and Expenses   $   *
Total   $   *

 

* Estimates.

 

Item 14. Indemnification of Directors and Officers.

 

Our bylaws provide that we may indemnify our directors, officers and employees to the fullest extent permitted by the laws of the State of Nevada. As authorized by Section 78.751 of the Nevada Revised Statutes, we may indemnify our officers and directors against expenses incurred by such persons in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, involving such persons in their capacities as officers and directors, so long as such persons acted in good faith and in a manner which they reasonably believed to be in our best interests. If the legal proceeding, however, is by or in our right, the director or officer may not be indemnified in respect of any claim, issue or matter as to which he is adjudged to be liable for negligence or misconduct in the performance of his duty to us unless a court determines otherwise.

 

Under Nevada law, corporations may also purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer (or is serving at our request as a director or officer of another corporation) for any liability asserted against such person and any expenses incurred by him in his capacity as a director or officer. These financial arrangements may include trust funds, self-insurance programs, guarantees and insurance policies.

 

Additionally, our Articles of Incorporation provide that any person who was or is a party or was or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (whether or not by or in the right of the Company) by reason of the fact that he is or was a director, officer, incorporator, employee, or agent of the Corporation, or is or was serving at the request of the Company as a director, officer, incorporator, employee, partner, trustee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), is entitled to be indemnified by the Company to the full extent then permitted by law against expenses (including counsel fees and disbursements), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement incurred by him in connection with such action, suit, or proceeding and, if so requested, the Company is required to advance (within two business days of such request) any and all such expenses to the person indemnified; provided, however, that (i) the foregoing obligation of the Company does not apply to a claim that was commenced by the person indemnified without the prior approval of the Board.

 

Such right of indemnification continues as to a person who has ceased to be a director, officer, incorporator, employee, partner, trustee, or agent and inures to the benefit of the heirs and personal representatives of such a person. The indemnification provided by the Articles of Incorporation is not exclusive of any other rights which may be provided now or in the future under any provision of the bylaws, by any agreement, by vote of stockholders, by resolution of disinterested directors, by provisions of law, or otherwise.

 

Neither our Bylaws nor our Articles of Incorporation, as amended, include any specific indemnification provisions for our officers or directors against liability under the Securities Act. Additionally, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

II-1

 

 

Item 15. Recent Sales of Unregistered Securities

 

There have been no sales of unregistered securities within the last three years, which would be required to be disclosed pursuant to Item 701 of Regulation S-K, except for the following:

 

On April 10, 2019, we issued 3,000,000 shares of Common Stock in connection with the conversion of a $250,500 loan payable.

 

During the year ended December 31, 2019, we issued 3,000,000 shares of Common Stock to Christopher Percy for services rendered.

 

During the year ended December 31, 2019, we issued 300,000 shares of Common Stock to PCG Advisory Inc. for services. The shares were valued at the closing stock price on the date of grant for total non-cash stock compensation expense of $125,500.

 

On April 20, 2020, we issued 2,000,000 shares of Common Stock to a consultant. The shares were valued at $0.05 for total non-cash compensation of $100,000.

 

On May 19, 2020, we issued 2,500,000 shares of Common Stock as consideration for an Exchange Agreement we entered into with Clean-Seas and Daniel Bates, the sole shareholder of Clean-Seas and our Chief Executive Officer.

 

On August 19, 2020, we issued 5,000,000 shares of Common Stock for conversion of $250,000 of a loan payable.

 

On July 1, 2020, we issued 3,000,000 shares of Common Stock for services. The shares were valued at $0.19 for total non-cash compensation of $380,000.

 

On September 17, 2020, we issued 500,000 shares of Common Stock for services. The shares were valued at the closing stock price on the date of grant of $0.11, for total non-cash compensation of $55,000.

 

On September 21, 2020, we issued 2,000,000 shares of Series A Redeemable Preferred Stock to 100BIO, LLC. As of March 31, 2022, all of the issued shares of Series A Redeemable Preferred Stock were cancelled and returned to the Company.

 

On October 20, 2020, we issued 500,000 shares of Common Stock for services. The shares were valued at the closing stock price on the date of grant of $0.105, for total non-cash compensation of $52,500.

 

On December 17, 2020, the Company entered into a three-year consulting agreement with Leonard Tucker LLC. Per the terms of the agreement, Leonard Tucker LLC received 2,000,000 shares of Series B Preferred Stock for services provided. The shares were valued at $0.90 for a total non-cash expense of $1,800,000.

 

On December 17, 2020, we issued 2,000,000 shares of Series B Preferred Stock for services provided by a consultant.

 

On February 1, 2021, we granted 20,000 shares of Common Stock to Mr. Ibrahim, our former Chief Technology Officer, for services. The shares were valued at $0.14 for total non-cash expense of $2,800.

 

On February 21, 2021, we issued 2,000,000 shares of Series C Preferred Stock to Mr. Bates for services, which shares were valued at $0.18 per share, for a total non-cash expense of $359,800.

 

On February 22, 2021, we issued 500,000 shares of Common Stock to Ms. Boulds for services. The shares were valued at $0.2059 for total non-cash expense of $102,950.

 

On September 30, 2021, we granted 160,000 shares of Common Stock to Mr. Ibrahim, former Chief Technology Officer, for services. The shares were valued at $0.10 for total non-cash expense of $14,930.

 

On December 16, 2021, the Company granted Michael Dorsey, Director, 500,000 shares of common stock. The shares were valued at $0.028, the closing stock price on the date of grant, for total non-cash expense of $14,000.

 

On December 16, 2021, the Company granted 500,000 shares of common stock to John Owen for services. The shares were valued at $0.028, the closing stock price on the date of grant, for total non-cash expense of $14,000.

II-2

 

 

During the year ended December 31, 2021, the Company issued 7,250,000 shares of Common Stock for services, for total non-cash compensation expense of $807,240.

 

During the year ended December 31, 2021, the Company granted 1,391,688 shares of Common Stock for services, for total non-cash compensation expense of $169,140. These shares have not yet been issued as of December 31, 2021 and are included in Common Stock to be issued.

 

During the year ended December 31, 2021, the Company sold 150,000,000 shares of Common Stock for total cash proceeds of $3,000,000. The shares were sold at $0.02, pursuant to the Company’s Regulation A Offering Statement qualified on June 21, 2021.

 

During the year ended December 31, 2021, the Company issued 53,901,860 shares of Common Stock for conversion of approximately $1,391,000 of debt.

 

During Q1 2022, the Company granted 1,000,000 shares of Common Stock for services, for total non-cash compensation expense of $30,800.

 

On April 1, 2022, the Company sold 30,000,000 shares of Common Stock to Silverback Capital Corporation for total proceeds of $600,000.

 

During Q2 2022, the Company issued 10,000,000 shares of Common Stock for services. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $148,800.

 

During Q3 2022, the Company issued an aggregate of 7,500,000 shares of Common Stock for services. The shares were valued based on the closing stock price on the date of grant for an aggregate total non-cash compensation expense of $118,000.

 

During Q4, 2022, the Company granted 16,500,000 shares of Common Stock to officers and directors for serviced rendered.

 

During Q4, 2022, the Company granted 20,785,842 shares of Common Stock to various consultants and other service providers for serviced rendered.

 

During Q4, 2022, the Company’s transfer agent issued 3,925,039 shares of Common Stock that had been granted and accounted for prior to Q4 2022.

 

Pursuant to the terms of a securities purchase agreement, the Company issued 15,500,000 shares of its Common Stock to an accredited investor December 9, 2022.

 

On January 26, 2023, the Company issued a total of 10,500,000 shares of Common Stock and warrants to purchase up to 10,500,000 additional shares of Common Stock, to four individuals pursuant to the Signed Securities Purchase Agreements on January 26, 2023, for total cash proceeds of $210,000. The Warrants are exercisable for shares of the Company’s Common Stock at a price of $0.03 per share and expires three years from the date of issuance.

 

On February 22, 2023, the Company issued 6,250,000 shares of Common Stock and warrants to purchase up to 6,250,000 additional shares of Common Stock, to an individual pursuant to the Signed Securities Purchase Agreement, for total cash proceeds of $125,000. The Warrants are exercisable for shares of the Company’s Common Stock at a price of $0.03 per share and expires three years from the date of issuance.

 

On January 30, 2023, the Company granted 1,000,000 shares of Common Stock for services. The shares were valued at $0.063, the closing stock price on the date of grant, for total non-cash compensation expense of $62,800.

 

On February 16, 2023, the Board approved a special dividend of five shares of Common Stock for every one hundred shares of Common Stock issued and outstanding (the "Dividend"). The record date for the Dividend is February 27, 2023, and the payment date is March 13, 2023. The shares were valued at $0.068, for a total value of $1,483,582, which has been debited to the accumulated deficit.

II-3

 

 

On February 21, 2023, Silverback Capital Corporation, fully converted its note dated March 31, 2022, with principal and interest of $360,000 and $25,723, respectively, into 19,286,137 shares of Common Stock.

 

On February 23, 2023, the Company granted 600,000 shares of Common Stock for services. The shares were valued at $0.122, the closing stock price on the date of grant, for total non-cash compensation expense of $73,200.

 

On February 23, 2023. Mr. Fisher was granted 500,000 shares of Common Stock. The shares were valued at $0.122, the closing stock price on the date of grant, for total non-cash stock compensation of $61,000.

 

On March 7, 2023, the Company granted 850,000 shares of Common Stock for services. The shares were valued at $0.068, the closing stock price on the date of grant, for total non-cash compensation expense of $57,375.

 

On March 17, 2023, the Company granted 3,000,000 shares of Common Stock for services. The shares were valued at $0.065, the closing stock price on the date of grant, for total non-cash compensation expense of $194,400.

 

From April 2023 through July 7, 2023, Walleye Opportunities Master Fund Ltd, converted $1,270,184 of the principal into 50,450,000 shares of Common Stock.

 

On July 6, 2023, the Company issued 430,000 shares of Common Stock for services.

 

On July 7, 2023, Walleye Opportunities Master Fund Ltd, converted $532,500 of the promissory notes it purchased pursuant to the February Purchase Agreement into 25,000,000 shares of Common Stock.

 

On July 24, 2023, the Company issued 6,000,000 shares of Common Stock for services.

On July 24, 2023, the Company issued 5,725,000 shares of Common Stock for conversion of a loan payable in the amount $114,500.

 

On July 31, 2023 the Company entered into August Purchase Agreement, pursuant to which the August Investor purchased the August Note in the original principal amount of $500,000 August Note. In addition, as an additional inducement to the August Investor for purchasing the August Note, the Company issued 21,000,000 Inducement Shares to the August Investor at the closing on August 4, 2023.

  

The use of proceeds associated with the above listed sales of unregistered securities was for general working capital purposes.

 

The issuances and grants described above were exempt from registration pursuant to Section 4(a)(2), and/or Rule 506 of Regulation D of the Securities Act, since the foregoing issuances and grants did not involve a public offering, the recipients took the securities for investment and not resale, we took take appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”; (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act; and/or (c) were officers or directors of the Company. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

The issuance of Common Stock upon conversion of notes described above were exempt pursuant to Section 3(a)(9) of the Securities Act, as no commission or other remuneration was paid or given directly or indirectly for soliciting the exchanges and the Company did not receive any compensation for the issuance of the shares of Common Stock in connection with such conversions.

II-4

 

 

Item 16. Exhibits

 

(a) The exhibits listed in the following Exhibit Index are filed as part of this Registration Statement.

 

Exhibit Number   Description of Exhibit
3.1   Articles of Incorporation, as amended, as currently in effect (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
3.2   Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
3.3   Certificate of Designation of Series B Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
3.4   Certificate of Designation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
3.5   Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
4.1   Form of 5% Promissory Note (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 23, 2023)
4.2   Form of Senior Convertible Note (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2023)
4.3   Form of Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2023)
4.4   Form of Reg. D. Warrant (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
4.5   Form of Convertible Promissory Note dated July 31, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2023) 
4.6  

Form of April Note (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)

4.7  

Form of April Warrant (incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)

4.8  

Form of February Note (incorporated by reference to Exhibit 4.8 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)

4.9  

Form of February Warrant (incorporated by reference to Exhibit 4.9 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)

4.10*  

Promissory Note issued to Silverback on March 31, 2022

4.11*   Warrant to Purchase up to 9,000,000 Shares of Common Stock issued to Silverback on March 31, 2022 
5.1**   Opinion of Lucosky Brookman LLP
10.1   Exchange Agreement between Clean-Seas, Inc. and Byzen Digital Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
10.2†   Employment Agreement between Daniel Bates and Byzen Digital, Inc.  (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
10.3†   Employment Agreement between Christopher Percy and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
10.4†   Amendment to Employment Agreement between Daniel Bates and Byzen Digital, Inc.  (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
10.5   Consulting Agreement between Leonard Tucker LLC and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)
10.6   Licensing Agreement with Kingsberry Fuel Cell Corporation, dated December 6, 2021 (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)

10.7   Form of Securities Purchase Agreement between Clean Vision Corporation and Coventry Enterprises, LLC dated December 9, 2022 (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 23, 2023)
10.8   Form of Registration Rights Agreement between Clean Vision Corporation and Coventry Enterprises, LLC dated December 9, 2023 (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 23, 2023)
10.9   Form of Securities Purchase Agreement dated February 17, 2023 (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 filed with the SEC on April 3, 2023)

 

II-5

 

 

 

10.10   Form of Securities Purchase Agreement dated February 22, 2023 (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)
10.11   Form of Securities Purchase Agreement dated May 26, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2023)
10.12   Form of Registration Rights Agreement dated May 26, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2023)
10.13   Form of Securities Purchase Agreement dated July 31, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2023)
10.14   Form of Registration Rights Agreement dated July 31, 2023 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2023)
10.15*   Securities Purchase Agreement dated September 26, 2023 between the Company and Dorado
10.16*   Securities Purchase Agreement dated March 31, 2023 between the Company and Silverback
10.17*   Amendment to Warrants to Purchase Up to 9,000,000 Shares of Common Stock dated October 25, 2023 between the Company and Silverback
23.1*   Consent of Fruci & Associates II, PLLC
23.2**   Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
24.1*   Instance Document
101.INS   XBRL Taxonomy Schema Document
101.SCH   XBRL Taxonomy Calculation Linkbase Document
101.CAL   XBRL Taxonomy Definition Linkbase Document
101.DEF   XBRL Taxonomy Label Linkbase Document
101.LAB   XBRL Taxonomy Presentation Linkbase Document
101.PRE    
107*   Calculation of Filing Fee Table

 

* Filed herewith
** To be filed by amendment.
† Management contract or compensatory plan or arrangement.

 

II-6

 

  

Item 17. Undertakings.

 

The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers, or sales are being made, a post-effective amendment to this registration statement to:

 

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) Reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(6) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

II-7

 

  

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

 

(7) The undersigned registrant hereby undertakes that:

 

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

II-8

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Manhattan Beach, California on November 2, 2023.

 

 

CLEAN VISION CORPORATION

 

   
  By:  /s/ Daniel Bates
  Name: Daniel Bates
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Bates and Rachel Boulds, or any one of them, as his or her, true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Daniel Bates   Chief Executive Officer, President and Director   November 2, 2023
Daniel Bates   (Principal Executive Officer)    
         
/s/ Rachel Boulds   Chief Financial Officer   November 2, 2023
Rachel Boulds   (Principal Financial Officer)    
         
/s/ Michael Dorsey   Director   November 2, 2023
Dr. Michael Dorsey        
         
/s/ Gregg Michael Boehmer   Director   November 2, 2023
Gregg Michael Boehmer        
         
/s/ Bart Fisher   Director   November 2, 2023
Bart Fisher        

II-9

  

 EX-4.10 2 ex4_10.htm

Exhibit 4.10

 

 

Promissory Note

 

$360,000 March 31st, 2022

Manhattan Beach, CA 90266

 

FOR VALUE RECEIVED, Clean Vision Corporation., a Nevada corporation (the “Company”), hereby promises to pay to the order of Silverback Capital Corporation (the “Payee”), at the address specified for notice below, or such other place as the Payee may designate to Company in writing from time to time, the aggregate principal face amount of $360,000 together with interest on the principal amount outstanding hereunder at the rate set forth below in lawful money of the United States of America shall be due and payable on the one-year anniversary of the Note, unless prepaid or converted earlier (this “Note”).

 

1. The Offer - Private placement (the “Offering”) of units (the “Units”) consisting of Senior Subordinated Convertible Notes (the “Notes”), convertible into shares of common stock of the Company (the “Common Stock”) at the Conversion Price (as defined below), and warrants (the “Warrants”). The Notes and Warrants shall be offered pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”), only to accredited investors as defined in Regulation D promulgated under the 1933 Act.

 

2. Purchase Price – This Note contains an- Original Issue Discount of 20%, Upon execution and delivery of this Note, the sum of $300,000 shall be remitted and delivered to, or on behalf of the Company by Payee.

 

3. Payment Terms

 

(a)Interest. 8.0% per annum on the Face Value

 

(b)Payment of Principal at Maturity. The principal of this Note shall be due and payable

(i) in cash if the Notes are either pre-paid or repaid at maturity; or (ii) in Common Stock (valued at the Conversion Price) if the Note is converted. Interest will be accrued and paid in arrears upon the earlier to occur of prepayment/repayment or conversion of the Notes.

 (c)Prepayment. At any time on or after the earlier of: (i) the six month anniversary of issuance of this Note; or (ii) the sale of the Company, the Company may pre-pay the Notes in an amount equal to 120% of the principal amount to be repaid plus accrued and unpaid interest (the “Pre-Payment Amount”) by delivering a notice of Pre-Payment (a “Pre-Payment Notice”) to the holders of Notes (the “Note Holders”), which Pre-Payment Notice shall specify a pre-payment date not less than ten (10) or more than thirty (30) days from the date of such notice (the “Pre-Payment Date”); provided, however, that each Note Holder will continue to have the right to convert its Note until the close of business on the fifth (5th) business day prior to the Pre- Payment Date. Suitable notice periods to convert shall apply in the event of a sale of the Company.

1 

 

4. Right to Convert - The principal amount of the Notes may be converted at the option of the Note Holder into shares of Common Stock of the Company at the Conversion Price at any time prior to the Maturity Date, or thereafter during an Event of Default (a “Conversion”); provided, however, that in no event shall the Payee be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Payee and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of Conversion Shares issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Payee and its affiliates of more than 4.99% of the then outstanding shares of Common Stock. For purposes of the proviso set forth in the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, however, that the limitations on conversion may be waived (up to 9.99%) by the Payee upon, at the election of the Payee, not less than sixty-one (61) days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Payee, as may be specified in such notice of waiver). The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or Borrower’s transfer agent by the Payee; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion

Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal Face Amount of this Note to be converted in such conversion plus (2) at the Payee’s option, accrued and unpaid interest, if any, on such Principal Face Amount at the Interest Rate to the Conversion Date, plus (3) at the Payee’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) or (2). The “Conversion Price” of the Notes shall be $0.02; provided, that if the Company shall effect a Qualified Offering (as defined below) the Conversion Price shall thereupon be such price that represents a 20% discount to the offering price of the Borrower’s Common Stock in the “Qualified Offering”. A “Qualified Offering” shall mean a public offering in the United States pursuant to a registration statement declared effective by the Securities and Exchange Commission pursuant to the 1933 Act, with minimum gross proceeds of $10,000,000, pursuant to which the Common Stock is listed for trading on NASDAQ or similar U.S. nationally recognized stock exchange. To convert this Note into shares of Common Stock upon an optional conversion on any date after the initial issuance date (a “Conversion Date”), a Payee shall deliver, via electronic mail or otherwise, for receipt on or prior to 11:59 p.m., Eastern time, on such date, a copy of an executed Notice of Conversion of the share(s) subject to such conversion to the Company. The Payee shall surrender to a nationally recognized overnight delivery service for delivery to the Company the original Note so converted as aforesaid. On or before the first Trading Day following the date of receipt of a Notice of Conversion, the Company shall transmit by electronic mail an acknowledgment of confirmation, in the form attached hereto, of receipt of such Notice of Conversion to such Payee and the Company’s Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Notice of Conversion in accordance with the terms herein.

2 

 

 

(a)                   Upon (i) the request of the Company‘s underwriters that to convert this Note

into shares of Common Stock or (ii) a Qualified Offering, the outstanding principal face amount of this Note shall automatically convert into shares of Common Stock at the Conversion Price without any further action on the part of the Corporation or the Holder and the Holders shall have no further rights as a Holder. The effective date of the conversion shall be the date requested by the underwriters or first trading date of the shares of Common Stock on a national securities exchange, as applicable.

 

(b)                   Authorized and Reserved Shares. The Borrower covenants that at all

times until the Note is satisfied in full, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of number of Conversion Shares equal to the number of shares of Common Stock reserved in the Payee’s Transfer Agent Letter entered into in connection with this Note (the “Reserved Amount”). The Borrower represents that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non- assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of Conversion Shares into which this Note shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of this Note. The Borrower acknowledges that it has irrevocably instructed its transfer agent to reserve the Conversion Shares and agrees that this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates or electronically issue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares in accordance with the terms and conditions of this Note.

 

5. Adjustments - If the Company at any time on or after the initial issuance date subdivides (by any stock split, stock dividend, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time on or after the initial issuance date combines (by any reverse split, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 5 shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 5 occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.

3 

 

6. Default - It shall be an event of default (“Event of Default”), and the entire unpaid principal of this Note shall become immediately due and payable upon the occurrence of any of the following events:

 

(a)                   any failure on the part of the Company to make any payment under this

Note when due, and such failure continues for ten (10) days after the due date;

 

(b)                   the Company’s commencement (or take any action for the purpose of commencing) of any proceeding under any bankruptcy, or for the reorganization of any party liable hereon, whether as maker, endorser, guarantor, surety or otherwise, or for the readjustment of any of the debts of any of the foregoing parties, under the Federal Bankruptcy Code, as amended, or any part thereof, or under any other laws, whether state or Federal, for the relief of debtors, now or hereafter existing, by any of the foregoing parties, or against any of the foregoing parties;

 

(c)                   a proceeding shall be commenced against the Company under any bankruptcy, reorganization, arrangement, readjustment of debt, moratorium or similar law or statute and relief is ordered against such party, or the proceeding is controverted but is not dismissed within thirty (30) days after the commencement thereof;

 

(d)                   the appointment of a receiver, trustee or custodian for all or substantially all of the assets of the Company, which appointment remains in place for at least one hundred twenty (120) days, the dissolution or liquidation of the Company; or

 

(e)                   the admission by the Company of its inability to pay its debts as they mature, or an assignment for the benefit of the creditors of the Company.

 

(f)                    A Qualified Offering pursuant to which the Common Stock is listed for trading on NASDAQ or similar U.S. nationally recognized stock exchange is not consummated by March 31, 2023.

 

In the case of a default, besides other remedies available, the Note Holder shall have the option to convert the entire unpaid principal and interest of this Note into shares of common stock the lower of i) .02 per share or ii) a 20% discount to the 5-day trailing VWAP of the Common Stock. For the purposes hereof, “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time) and (b) if the Common Stock is not then listed or quoted for trading a Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported. “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTCQB or the OTCQX (or any successors to any of the foregoing).

4 

 

7. Waiver

 

(a)                   The Company and every endorser or guarantor, if any, of this Note

regardless of time, order, or place of signing waive demand, presentment, protest, notice of protest, notice of dishonor with respect to this Note and notices of every kind and assent to any one or more extensions or postponements of the time of payment or any other indulgences, to any substitutions and to any additions or releases of any other parties or persons primarily or secondarily liable with respect to this Note.

 

(b)                  The parties hereto agree that a waiver of rights under this Note shall not be

deemed to be made by a party hereto unless such waiver shall be in writing, duly signed by the applicable party, and each such waiver, if any, shall apply only with respect to the specific instance involved and shall in no way impair the rights of the parties hereto in any other respect at any other time.

 

(c)                   IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, THE COMPANY WAIVES (TO THE FULL EXTENT PERMITTED BY LAW) ALL RIGHT TO A TRIAL BY JURY.

 

8. GOVERNING LAW - THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

 

9. Assignment of Note. The Company may not assign or transfer this Note or any of its obligations under this Note in any manner whatsoever (including, without limitation, by the consolidation or merger with or into another corporation) without the prior written consent of Payee. The Note may be assigned at any time by the Payee.

 

10. Miscellaneous.

 

(a)This Note may be altered only by prior written agreement signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought. This Note may not be modified by an oral agreement, even if supported by new consideration.

5 

 

 

(b)Subject to the covenants, terms, and conditions contained in this Note apply to and bind the heirs, successors, executors, administrators and assigns of the parties.

 

(c)This Note and the agreements and documents referred to herein and therein constitute a final written expression of all the terms of the agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations between the parties with respect to this Note. If any provision or any word, term, clause, or other part of any provision of this Note shall be invalid for any reason, the same shall be ineffective, but the remainder of this Note shall not be affected and shall remain in full force and effect.

 

(d)The term “Payee” shall include the initial party to whom payment is designated to be made and, in the event of an assignment of this Note, the successor assignee or assignees, and, as to each successive additional assignment, such successor assignee or assignees.

 

(e)Any notice or other communication required or permitted to be given

hereunder shall be in writing and shall be mailed by certified mail, return receipt requested (or by the most nearly comparable method if mailed from or to a location outside of the United States of America) or by FedEx, Express Mail, or similar internationally recognized overnight delivery or courier service, or delivered in person or by facsimile, or similar telecommunications equipment, against receipt therefore at the address of such party set forth in this Section 10(e) (or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 10(e).

 

        Payee: Silverback Capital Corporation  
  Attention: Gillian Gold, Authorized Signatory  
  614 N. Dupont Hwy  
  Suite 210  
  Dover, DE 19901  
  Phone: 646-536-8120  

 

 

 E-mail:
      Company: Clean Vision Corporation  
  2711 N. Sepulveda Blvd.
  # 1051  
  Manhattan Beach, CA 90266                          
  Phone: 424-835-1845
  E-mail:  

 

Such addresses may be changed by notice given as provided in this subsection. Notices shall be effective upon the date of receipt; provided, however, that a notice (other than a notice of a changed address) sent by certified or registered U.S. mail, with postage prepaid, shall be presumed received not later than three (3) business days following the date of sending.

6 

 

 

(f)Time is of the essence under this Note.

 

(g)All agreements herein made are expressly limited so that in no event

whatsoever, whether by reason of advancement of proceeds hereof, acceleration of maturity of the unpaid balance hereof or otherwise, shall the amount paid or agreed to be paid to the Payee for the use of the money advanced or to be advanced hereunder exceed the maximum rate of interest allowed to be charged under applicable law (the “Maximum Legal Rate”). If, from any circumstances whatsoever, the fulfillment of any provision of this Note or any other agreement or instrument now or hereafter evidencing, securing or in any way relating to the indebtedness evidenced hereby shall involve the payment of interest in excess of the Maximum Legal Rate, then the obligation to pay interest hereunder shall be reduced to the Maximum Legal Rate; and if from any circumstance whatsoever, the Payee shall ever receive interest, the amount of which would exceed the amount collectible at the Maximum Legal Rate, such amount as would be excessive interest shall be applied to any other indebtedness of the Company to the Payee. This provision shall control every other provision in any and all other agreements and instruments existing or hereafter arising between the Company and the Payee with respect to the indebtedness evidenced hereby.

 

(h)The Company represents and warrants that the issuance of this Note has been duly authorized by all necessary corporate and shareholder action and the execution, delivery and repayment of this Note does not and will not violate any agreement to which it is a party.

 

(i)Most-Favored Nation. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any new security for borrowed money, with any term that the Payee reasonably believes is more favorable to the Payee of such security or with a term in favor of the Payee of such security that the Payee reasonably believes was not similarly provided to the Payee in this Note, then (i) the Borrower shall notify the Payee of such additional or more favorable term within one (1) business day of the issuance or amendment (as applicable) of the respective security, and (ii) such term, at Payee’s option, shall become a part of the transaction documents with the Payee (regardless of whether the Borrower complied with the notification provision of this Section 7(e). The Payee shall have the types of terms contained in another security that may be more favorable to the Payee of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Payee elects to have the term become a part of the transaction documents with the Payee, then the Borrower shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Payee (the “Acknowledgment”) within one (1) business day of Borrower’s receipt of request from Payee, provided that Borrower’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.

7 

 

 

(j)Usury. To the extent it may lawfully do so, the Borrower hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability of the Borrower under this Note for payments which under the applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable law in the nature of interest that the Borrower may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Borrower to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Borrower, the manner of handling such excess to be at the Holder’s election.

 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Note as of the date first set forth above.

    BORROWER:
     
    /s/ Dan Bates
    Dan Bates, CEO
     
 

Agreed to and Accepted By:

 

  
  Silverback Capital Corporation  
     
  By:/s/ Gillian Gold  
  Gillian Gold  
  Authorized Signatory  


8 

 

EXHIBIT A

 

NOTICE OF CONVERSION

 

In accordance with and pursuant to the Note with a principal face amount of $360,000 issued to the Payee by Clean Vision Corporation, the undersigned hereby elects to convert the principal face amount of $____ indicated below into shares of common stock, $0.001 par value per share (the “Common Stock”), of the Corporation, as of the date specified below.

 

Date of Conversion:

Principal Face Amount to be converted: _________

 

Interest to be converted: ___________________________

_____________________________________________

 

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED: ____________________________

 

Please confirm the following information:

 

Conversion Price: _______________________________

 

Number of shares of Common Stock to be issued: ____________________

 

Please issue the Common Stock being converted to Payee, or for its benefit, as follows:

 

Check here if requesting delivery as a certificate to the following name and to the following address:

 

Issue to: ____________________________________

____________________________________________

____________________________________________ 

 

Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

       

DTC Participant: _____________________________________

_________________________________________________

_________________________________________________

 

 

 

 

9 

 

Date:______________________,

__________________________ 

Name of Registered Holder

By:

By:_______________________

Name:

Title:

NT>
Title:

 

Tax ID: _____________________

Facsimile: ___________________

E-mail Address:

 

 

 

ACKNOWLEDGEMENT 

 

 

The Company hereby acknowledges this Notice of Conversion and hereby directs _________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Corporation and acknowledged and agreed to by ________________________.

 

CLEAN VISION CORPORATION.

 

 

By:_____________________

Dan Bates

CEO

 

 

 

 

10 

 

Exhibit “A”

LEAK-OUT AGREEMENT

 

This Leak-Out Agreement (the “Agreement”) made as of this 31st day of March 2022, by and between Clean Vision Corporation, a Nevada corporation (the “Issuer”), and the undersigned (the “Subscriber” or “You”).

 

WHEREAS, it is intended that the shares of common stock of the Company covered by this Agreement shall include 30,000,000 shares of common stock represented by the stock certificate/s (or any successor stock/s issued on the transfer of such stock certificate/s) described on the Counterpart Signature Page hereof (the “Common Stock”); and

 

WHEREAS, the execution and delivery of this Agreement was a condition of the Subscription Agreement by the Subscriber of the Common Stock covered hereby; and

 

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

  1. Except as otherwise expressly provided herein, and except as the Subscriber may be otherwise restricted from selling shares of Common Stock under applicable federal or state securities laws, rules, regulations and Securities and Exchange Commission (the “SEC”) interpretations thereof, the Subscriber shall not assign, hypothecate or otherwise sell more than 10% of the daily trading volume in the shares of Common Stock as reported by OTC Markets (the “Leak-Out”). The Leak-Out shall terminate upon the Company filing a public offering in the United States pursuant to a registration statement with the SEC pursuant to the 1933 Act, with minimum gross proceeds of $10,000,000, pursuant to which the Common Stock shall be listed for trading on NASDAQ or similar U.S. nationally recognized stock exchange.

 

  2. Except as otherwise provided herein, all Common Stock shall be sold by the Subscriber in “broker’s transactions” and in compliance with the “manner of sale” requirements as those terms are defined in Rule 144 of the SEC during the Leak-Out Period.

 

  3. The Subscriber shall not engage in an investment strategy based upon selling the shares of the Company “short” while the shares of Common Stock covered hereby remain unsold during the Leak-Out Period and shall not “short” the Company’s Common Stock while such shares remain subject to such periods.

 

  4. Notwithstanding anything to the contrary set forth herein, the Company may, in its sole discretion and in good faith, at any time and from time to time, waive any of the conditions or restrictions contained herein to increase the liquidity of the Common Stock or if such waiver would otherwise be in the best interests of the development of a viable trading market for the Common Stock of the Company.

11 

 

  5. In the event of a completed tender offer to purchase all or substantially all of the Company’s issued and outstanding securities, this Agreement shall terminate as of the closing of such event, and the Common Stock restrictions on the resale of the Common Stock pursuant hereto shall terminate.

 

  6. Except as otherwise provided in this Agreement or any other agreements between the parties, the Subscriber shall be entitled to the beneficial rights of ownership of the Common Stock, including the right to vote the Common Stock for any and all purposes.

 

  7. The number of shares of Common Stock included in any allotment that can be sold by the Subscriber hereunder shall be appropriately adjusted should the Company make a dividend or distribution, undergo a forward split or a reverse split or otherwise reclassify its shares of Common Stock.

 

  8. This Agreement may be executed in any number of counterparts with the same force and effect as if all parties had executed the same document.

 

  9. All notices, instructions or other communications required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by certified mail, return receipt requested, overnight delivery or hand-delivered to all parties to this Agreement, to the Company, at such principal executive office address of the Company’s that is publicly available in the OTC Markets or the SEC Edgar archives), and to the Subscriber, at the address in the Counterpart Signature Page hereof. All notices shall be deemed to be given on the same day if delivered by hand or on the following business day if sent by overnight delivery or the second business day following the date of mailing.

 

  10. The resale restrictions on the Common Stock set forth in this Agreement shall be in addition to all other restrictions on transfer imposed by applicable United States and state securities laws, rules and regulations.

 

  11. The Company or the Subscriber who fails to fully adhere to the terms and conditions of this Agreement shall be liable to the other party for any damages suffered by such party by reason of any such breach of the terms and conditions hereof. The Subscriber agrees that in the event of a breach of any of the terms and conditions of this Agreement by the Subscriber, that in addition to all other remedies that may be available in law or in equity to the non-defaulting parties, a preliminary and permanent injunction, without bond or surety, and an order of a court requiring the Subscriber to cease and desist from violating the terms and conditions of this Agreement and specifically requiring the Subscriber to perform his/her/its obligations hereunder is fair and reasonable by reason of the inability of the parties to this Agreement to presently determine the type, extent or amount of damages that the Company or any non-defaulting Subscriber may suffer as a result of any breach or continuation thereof.

 

 

12 

 

 

12.This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and may not be amended except by a written instrument executed by the parties hereto and approved by a majority of the members of the Board of Directors of the Company.

 

13.This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts entered into and to be performed wholly within said State; and the Company and the Subscriber agree that any action based upon this Agreement may only be brought in the United States federal and state courts situated in California, and that each the Company and the Subscriber submit to the jurisdiction and venue of such courts for all purposes hereunder only, unless the Company and the Subscriber subsequently agree otherwise in writing.

 

14.In the event of default hereunder, the non-defaulting parties shall be entitled to recover reasonable attorney’s fees incurred in the enforcement of this Agreement.

 

15.This Agreement shall be binding upon any successors or assigns of the Common Stock, without qualification, and in the event of any exchange of the Common Stock under a merger or reorganization or other transaction of the Company by which the Common Stock is subject to exchange for other securities in any manner, this Agreement shall remain if full force and effect and shall apply to any securities received or receivable in exchange for such Common Stock, without qualification.

 

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the day and year first above written.

  

 

  Clean Vision Corp.
   
Date: March 31st, 2022,  By /s/ Dan Bates
  Dan Bates, CEO
   
Agreed and Accepted: Silverback Capital Corporation
   
Date: March 31st, 2022,  By /s/ Gillian Gold
  Gillian, Gold, Authorized Signatory

13 

 EX-4.11 3 ex4_11.htm

Exhibit 4.11

 

WARRANTS TO PURCHASE UP TO 9,000,000 SHARES OF COMMON STOCK

These Warrants are issued to Silverback Capital Corporation ("Holder") by Clean Vision Corporation, a Nevada corporation (the "Company").

 

l. Purchase of Warrants. Subject to the terms and conditions hereinafter set forth, the Holder of these Warrants is entitled, upon delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”), surrender of these Warrants at the principal office of the Company (or at such other place as the Company shall notify the Holder hereof in writing) and delivery by the Holder of the aggregate Exercise Price for the shares underlying the surrendered Warrants by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 3 below is specified in the applicable Notice of Exercise, to purchase from the Company up to 9,000,000 fully paid and nonassessable shares of the Company's Common Stock (each a "Warrant Share" and collectively the "Warrant Shares")

2.                   Exercise Price. A 25% premium to the Qualified Offering Price; or in the event of a sale of the Company prior to a Qualified Offering at a 125% premium to the Per Share Sale Price

(the “Exercise Price”). The Warrants will permit “cashless exercise” at any time after the six (6) month anniversary of the initial closing of the Offering as set forth in Section 4 below. A “Qualified Offering” shall mean a public offering in the United States pursuant to a registration statement declared effective by the Securities and Exchange Commission pursuant to the 1933 Act, with minimum gross proceeds of $10,000,000, pursuant to which the Company’s common stock, $0.001 par value (the “Common Stock”), is listed for trading on NASDAQ or similar U.S. nationally recognized stock exchange. “Per Share Sale Price” shall mean the aggregate consideration paid by an acquiror in connection with a sale of the Company divided by the number of shares of the Company’s Common Stock then outstanding.

 

3.                   Exercise Period. These Warrants shall be exercisable, in whole or in part, during the term commencing on the issuance date of these Warrants and ending at 5 p.m. Eastern time on March 31st , 2025 (the "Exercise Period").

 

4.                   Method of Exercise. While these Warrants remain outstanding and exercisable in accordance with Section 2 above, the Holder may exercise from time to time, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

(a)                 the surrender of the Warrants, together with a Notice of Exercise to the Secretary of the Company at its principal offices; and the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Warrants being purchased; or

 

 

 

(b)                If after the six month anniversary of the Issue Date there is no effective

registration statement registering, or the prospectus contained therein is not available for the resale of the Warrant Shares, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 

(A)=as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to 1 hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1 hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal

Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 1 hereof after the close of “regular trading hours” on such Trading Day;

 

(B)= the Exercise Price of this Warrant, as adjusted hereunder; and

 

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

 

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

 

 

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

5.                   Certificates for Warrants Amendments of Warrants. Upon the exercise of the purchase rights evidenced by these Warrants, one or more certificates for the number of Warrant Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days of the delivery of the Exercise Notice. Upon partial exercise, the Company shall promptly issue an amended Warrant representing the remaining number of Warrant Shares purchasable thereunder. All other terms and conditions of such amended Warrant shall be identical to those contained herein.

6.                   Issuance of Warrants. The Company covenants that (i) the Warrant Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof, (ii) during the Exercise Period the Company will reserve from its authorized and unissued Common Stock sufficient Warrant Shares in order to perform its obligations under this warrant.

7.                   Adjustment of Exercise Price and Number of Warrants. The number of and kind of securities purchasable upon exercise of these Warrants and the Exercise Price shall be subject to adjustment from time to time as follows:

(a)                 Subdivisions Combinations and Other Issuances. If the Company shall at

any time before the expiration of these Warrants subdivide the outstanding shares of Common Stock, by split-up or otherwise, or combine its outstanding shares of Common Stock, or issue additional shares of Common Stock to all holders of outstanding Common Stock as a dividend (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), the number of Warrant Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the exercise price payable per share and the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price, payable for the total number of Warrant Shares purchasable under these Warrants (as adjusted) shall remain the same. Any adjustment under this Section 7(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

 

 

(b)                In case of any reclassification, capital reorganization, or change in the

capital stock (including because of a change of control) of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 7 (a) above), then the Company shall make appropriate provision so that the Holder of these Warrants shall have the right at any time before the expiration of these Warrants upon payment of the total price equal to that payable upon the exercise of these Warrants, the kind and amount of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a Holder of the same number of Warrant Shares as were purchasable by the Holder of these Warrants immediately before such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder of these Warrants so that the hereof shall thereafter be applicable with respect to any warrants of stock or other securities and property deliverable exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

 

(c)                 Notice of Adjustment. When adjustment is required to be made in the

number or kind of Warrant Shares purchasable exercise of these Warrants, or in the Exercise Price, the Company shall promptly notify the Holder of such even and of the of Warrants or other securities or property thereafter purchasable upon exercise of these Warrants.

 

8.                   No fractional warrants or scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of these Warrants, but in lieu of such fractional shares the Company shall make a cash payment therefor on die basis of the Exercise Price then in effect.

 

9.                   Representations of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of these Warrants have been taken.

 

10.               Representations and Warranties by the Holder. The Holder, by acceptance of this Warrant represents and warrants to the Company as follows:

 

(a)                 These Warrants and the Warrant Shares issuable upon exercise thereof are

being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Act"). Upon exercise of these Warrants, the Holder shall, if so, requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of these Warrants are being acquired for investment and not with a view toward distribution or resale.

 

 

 

(b)                The Holder understands that these Warrants and the Warrant Shares have

not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(a)(2) thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act is exempted from such registration. The Holder further understands that the Warrants and Warrant Shares have not been qualified under the Nevada Uniform Securities Act (the "Nevada Law") by reason of their issuance in a transaction exempt from the qualification requirements of Nevada Law, which exemption depends upon, among other things, the bona fide nature of the Holder's investment intent expressed above.

 

(c)                 The Holder has such knowledge and experience in financial and business

matters that it is capable of evaluating the merits and risks of the purchase of these Warrants and the Warrant Shares purchasable pursuant to the terms of these Warrants and of protecting its interests in connection therewith.

 

(d)                The Holder is able to bear the economic risk of the purchase of the Warrants

pursuant to the terms of this Warrant.

 

(e)                 The Holder is a "'sophisticated investor" as such is defined in Rule 501 of Regulation D promulgated under the Act.

 

11.               Restrictive Legend. The Warrants (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form:

 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.

 

12.               Warrants Transferable. Subject to compliance with the terms and conditions of this Section 12, these Warrants and all rights hereunder are transferable, without charge to die holder hereof (except for transfer taxes), upon surrender of these Warrants properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale other disposition of these Warrants or any Warrants acquired pursuant to the exercise of these Warrants before registration of such Warrant or Warrant Shares, the Holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder's counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or securities law then in effect) of these Warrants or the Warrant Shares and indicating whether or not under the Act certificates for this Warrant or the Warrant Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of these Warrants or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 12 that the opinion of counsel for the Holder or other is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been made. Each certificate representing these Warrants, or the Warrant Shares transferred in accordance with this Section 12 shall bear a legend as to the restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, such legend is not required. In order to ensure compliance with such laws, the Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

 

 

 

13.               Rights of Stockholders. No Holder of these Warrants shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Warrants or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder of these Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until these Warrants shall have been exercised and the Warrants purchasable upon the exercise hereof shall have become deliverable, as provided herein.

14.               Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid, and shall be addressed (i) if to the Holder, at the Holder's address as set forth on the Subscription Agreement, md (ii) if to the Company, at the address of its principal corporate offices (attention: President or at such other address as a party may designate by ten days advance written notice to the other party pursuant to the provisions above.

 

15.               These Warrants and all actions arising out of or in connection with this Agreement shall be governed by and in accordance with the laws of Nevada, without regard to the conflicts of law provisions of Nevada or of any other state.

16.               Rights and Obligations Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Company, of the Holder of these Warrants and of the Holder of the Warrants issued upon exercise of these Warrants, shall survive the exercise of these Warrants.

 

Signature page to follow

 

 

CLEAN VISION CORPORATION
 
/s/ Dan Bates
Dan Bates, CEO
 
Agreed to and accepted by:
 
/s/ Gillian Gold
Gillian Gold, Authorized Signatory
Silverback Capital Corporation

 

 

 

 

NOTICE OF EXERCISE

 

TO: CLEAN VISION CORPORATION

 

(1)               The undersigned hereby elects to purchase ________ Warrant Shares of the Company

pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2)               Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States; or

 

☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3)               Please issue said Warrant Shares in the name of the undersigned or in such other name

as is specified below:

 

 

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

 

(4)               Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity:

Signature of Authorized

Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

  Date:  

 

 

 EX-10.15 4 ex10_15.htm

Exhibit 10.15

 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of September 26, 2023, between Clean Vision Corporation, a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (each, including its successors and assigns, a “Purchaser”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I.

DEFINITIONS

 

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:

 

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.7.

 

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

 

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

 

“Board of Directors” means the board of directors of the Company.

 

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

 

“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived.

 

“Closing Statement” means the Closing Statement in the form on Annex A attached hereto.

 

“Commission” means the United States Securities and Exchange Commission.

 

“Common Shares” shall mean the shares of the Company’s Common Stock issued hereunder.

 

 

1

 

 

“Common Stock” means the common stock of the Company, par value $0.001 per share, and any

other class of securities into which such securities may hereafter be reclassified or changed.

 

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

“Company Counsel” means Lucosky Brookman LLP.

 

“Disclosure Schedules” shall have the meaning ascribed to such term in Section 3.1.

 

“Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01

a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

 

“Event” shall have the meaning set forth in Section 4.17(d).

 

“Event Date” shall have the meaning set forth in Section 4.17(d).

 

“Evaluation Date” shall have the meaning ascribed to such term in Section 3.1(s).

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and

regulations promulgated thereunder.

 

“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

 

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“GAAP” shall have the meaning ascribed to such term in Section 3.1(h).

 

“Indebtedness” shall have the meaning ascribed to such term in Section 3.1(bb).

 

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“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).

 

“Legend Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).

 

“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

 

“Material Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

 

“Material Permits” shall have the meaning ascribed to such term in Section 3.1(n).

 

“Maximum Rate” shall have the meaning ascribed to such term in Section 5.17.

 

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

 

“Public Information Failure” shall have the meaning ascribed to such term in Section 4.3(b).

 

“Public Information Failure Payments” shall have the meaning ascribed to such term in Section

4.3(b).

 

“Purchase Price” means $0.0198 per Common Share.

 

“Purchaser Party” shall have the meaning ascribed to such term in Section 4.10.

 

“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

 

“Restricted Shares” means the 5,000,000 shares of restricted Common Stock.

 

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

 

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

 

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

 

“SEC Guidance” means (i) any publicly-available written or oral guidance of the Commission

staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act.

 

“SEC Reports” shall have the meaning ascribed to such term in Section 3.1(h).

 

“Securities” means the Common Shares and the Restricted Shares.

 

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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations

promulgated thereunder.

 

 

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing shares of Common Stock). “Subscription Amount” shall mean, as to each Purchaser, the aggregate amount to be paid for the Common Shares purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds.

 

“Subsidiary” means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

 

“Trading Day” means a day on which the principal Trading Market is open for trading.

 

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

 

“Transaction Documents” means this Agreement, all exhibits and schedules thereto and hereto and

any other documents or agreements executed in connection with the transactions contemplated hereunder.

 

“Transfer Agent” means EQ Shareowner Services and any successor transfer agent of the Company.

 

ARTICLE II.

PURCHASE AND SALE

 

2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of $198,000 of Common Shares with an aggregate Purchase Price for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser. The aggregate number of Common Shares sold hereunder shall be up to 10,000,000, which shall be registered pursuant to a registration statement to be filed with the Commission no later than 45 days following the date hereof. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchasers Subscription Amount and the Company shall deliver to each Purchaser its respective Common Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.

 

2.2 Deliveries.

 

(a)                 On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

 

(i)                  this Agreement duly executed by the Company;

 

 

(ii)                 10,000,000 Common Shares and the Restricted Shares; and

 

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(iii)               the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer.

 

(b)                 On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

 

  (i) this Agreement duly executed by such Purchaser; and

 

  (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in

writing by the Company.

 

2.3 Closing Conditions.

 

  (a) The obligations of the Company hereunder in connection with the Closing are subject to the

following conditions being met:

 

(i)                  the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

 

(ii)                 all obligations, covenants and agreements of each Purchaser required to be performed

at or prior to the Closing Date shall have been performed; and

 

(iii)               the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

 

  (b) The respective obligations of the Purchasers hereunder in connection with the Closing are

subject to the following conditions being met:

 

(i)                  the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii)                 all obligations, covenants and agreements of the Company required to be performed

at or prior to the Closing Date shall have been performed;

 

(iii)               the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

 

(iv)               there shall have been no Material Adverse Effect with respect to the Company since

the date hereof; and

 

(v)                 from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

 

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ARTICLE III.

REPRESENTATIONS AND WARRANTIES

 

3.1 Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

 

(a)                 Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on the SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b)                 Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

 

(c)                 Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d)                 No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

 

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(e)                 Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.6 of this Agreement, (ii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities in the time and manner required thereby, and (iii) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

 

(f)                  Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

(g)                 Capitalization. The capitalization of the Company as of the date hereof is as set forth on the SEC Reports. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the

Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

 

(h)                 SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

 

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(i)                  Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

 

(j)                  Litigation. Except as set forth in the SEC Reports or on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”). None of the Actions set forth in the SEC Reports or on Schedule 3.1(j), (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k)                 Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

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(l)                  Compliance. Except as set forth on Schedule 3.1(l), neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

 

(m)               Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n)                 Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

 

(o)                 Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

 

(p)                 Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

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(q)                 Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

 

(r)                  Transactions with Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

 

(s)                  Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

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(t)                  Certain Fees. Other than fees payable to the Placement Agent, no brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

 

(u)                 Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

 

(v)                 Investment Company. The Company is not, and is not an Affiliate of, and immediately after

receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

 

(w)               Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(x)                 Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

 

(y)                 Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

 

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(z)                 No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

(aa)              Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(bb) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

 

(bb)              Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(cc)              No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

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(dd)              Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.

 

(ee)              Accountants. The Company’s accounting firm is set forth on Schedule 3.1(ff) of the Disclosure Schedules. To the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2022.

 

(ff)                Intentionally Omitted.

 

(gg)              No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.

 

(hh)              Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(ii)                 Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(g) and 4.15 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

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(jj)                 Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the

Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement of the Securities.

 

(kk)              Intentionally Omitted.

(ll)                 Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

 

(mm)          Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

 

(nn)              U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

 

(oo)              Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

 

(pp)              Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

 

(qq)              No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

(rr)                Other Covered Persons. Other than the Placement Agent, the Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

 

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(ss)               Notice of Disqualification Events. The Company will notify the Purchasers and the Placement Agent in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

 

3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

 

(a)                 Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)                 Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

 

(c)                 Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the

date hereof it is (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

 

(d)                 Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

 

(e)                 General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

 

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(f)                  Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

(g)                 Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

 

The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

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ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

 

4.1 Transfer Restrictions.

 

(a)     The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.

 

(b)     The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend

on any of the Securities in the following form:

 

[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE PLEDGED IN

CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-

DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act.

 

(c) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.

 

4.2 Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

4.3 Furnishing of Information; Public Information.

 

(a)     Until the time that no Purchaser owns Securities the Company covenants to maintain

the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

  

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(b)     At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount of such Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the date such Public Information Failure is cured. The payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

 

4.4 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

 

4.5 Intentionally Omitted.

 

4.6 Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any registration statement contemplated hereunder and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

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4.7 Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of

the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

 

4.8 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.6, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

 

4.9 Use of Proceeds. Except as set forth on Schedule 4.9 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and for the satisfaction of its Indebtedness and shall not use such proceeds: (a) for the redemption of any Common Stock or Common Stock Equivalents, (b) for the settlement of any outstanding litigation or (c) in violation of FCPA or OFAC regulations.

4.10 Indemnification of Purchasers. Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

 

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4.11 Intentionally Omitted.

 

 

4.12 Intentionally Omitted.

 

4.13 Intentionally Omitted.

 

4.14 Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

 

4.15 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.6, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.6. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

 

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4.16 Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

 

ARTICLE V.

MISCELLANEOUS

 

5.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

 

5.2 Fees and Expenses. The Company shall deliver to each Purchaser, prior to the Closing, a completed and executed copy of the Closing Statement, attached hereto as Annex A. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

 

5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

 

5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the e-mail address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or e-mail address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day,

(c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Common Shares based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

 

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Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

 

5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

 

5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

 

5.8 No Third-Party Beneficiaries. The Placement Agent shall be the third-party beneficiary of the representations and warranties of the Company in Section 3.1 hereof and with respect to the representations and warranties of the Purchasers in Section 3.2 hereof. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.10 and this Section 5.8.

5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

 

5.10 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

 

5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

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5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

 

5.14 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

 

5.15 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.

 

5.16 Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

5.17 Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any Action or Proceeding that may be brought by any Purchaser in order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.

 

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5.18 Reserved.

 

5.19 Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

5.20 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

 

5.21 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

 

 

 

 

 

5.22 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature Pages Follow)

  

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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

CLEAN VISION CORPORATION Address for notice:
  Email:
By  /s/ Dan Bates  
Name: Dan Bates  
Title: CEO  

 

 

With a copy to (which shall not constitute notice):

 

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

 

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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

Name of Purchaser: Dorado Goose, LLC

Signature of Authorized Signatory of Purchaser: /s/ Tommy Wang

Name of Authorized Signatory: Tommy Wang

Title of Authorized Signatory: Managing Member

Email Address of Authorized Signatory:

Address for Notice to Purchaser: 170 Dorado Beach East, Dorado, PR 00646

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Subscription Amount: $198,000

Shares of Common Stock: 10,000,000

EIN Number:

 

 

 

[SIGNATURE PAGES CONTINUE]

 

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Annex A

CLOSING STATEMENT

 

Pursuant to the attached Securities Purchase Agreement, dated as of the date hereto, the purchasers shall purchase up to $______ of shares of common stock from Clean Vision Corporation, a Nevada corporation (the “Company”). All funds will be wired into an account maintained by the Company. All funds will be disbursed in accordance with this Closing Statement.

 

 

 

Disbursement Date: September 26, 2023

 

I. PURCHASE PRICE

Gross Proceeds to be Received     $198,000
II. DISBURSEMENTS        
September 28, 2023     $198,000
      $
      $
Total Amount Disbursed:     $198,000

 

 

 

WIRE INSTRUCTIONS:

 

Please see attached.

 

Acknowledged and agreed to

this 26 day of September, 2023

 

 

CLEAN VISION CORPORATION

 

 

 

By: /s/ Dan Bates

Name: Dan Bates

Title: CEO

27

 EX-10.16 5 ex10_16.htm

Exhibit 10.16

 

This Securities Purchase Agreement (“Agreement”) is made as of the 31st day of March 2022, by and between Clean Vision Corporation., a Nevada corporation (“CLNV”), and Silverback Capital Corporation (“Investor”).

 

  RECITALS  

 

  A. This Agreement is one in a series of similar agreements pursuant to which investors (the “March 2022 Investors”) will purchase promissory notes of CLNV in an aggregate principal amount of up to $3,000,000 (collectively, the “March 2022 OID Promissory Notes”) together with Warrants to purchase up to 75,000,000 shares of Common Stock. For each $1,000 in principal face amount of Notes, each March 2022 Investor will be issued a Warrant to purchase 25,000 shares of Common Stock.

 

  B. CLNV and the March 2022 Investors, including Investor, are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

 

  C. Investor desires to purchase, and CLNV desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory note of CLNV, in the form attached hereto as Exhibit A, in the aggregate principal face amount of $360,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”) together with a Warrant to purchase up to 9,000,000 shares of Common Stock of CLNV (the “Warrant” and together with the Note, and the shares of Common Stock issuable upon conversion of the Note and exercise of the Warrant, collectively, the “Securities”).

 

NOW, THEREFORE, CLNV and Investor hereby agree as follows:

 

1.Purchase and Sale of Note.

 

1.01.Purchase of Note. On the Closing Date (as defined below), CLNV shall issue and sell to Investor, and Investor agrees to purchase from CLNV, such principal amount of Note as is set forth immediately below Investor’s name on the signature page of the Note and a Warrant to purchase up to 9,000,000 shares of Common Stock of CLNV.

 

 

 

1.02.Payment and Delivery. On the Closing Date (as defined below), (a) Investor shall pay the purchase price for the Note to be issued and sold to Investor at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to CLNV, in accordance with CLNV’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below Investor’s name on the signature page of the Note and (b) CLNV shall deliver such duly executed Note on behalf of CLNV, to Investor, against delivery of such Purchase Price and issue a Warrant to purchase up to 12,000,000 shares of Common Stock of CLNV.

 

1.03.Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 10:00 a.m., Eastern Time, on or about March 31st , 2022, or such other mutually agreed upon time and date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

 

2.Investor’s Representations and Warranties. Investor represents and warrants to CLNV that:

 

2.01.Investment Purpose. As of the date hereof, Investor is purchasing the Securities for Investor’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Investor and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all materials relating to the business, finances and operations of CLNV and materials relating to the offer and sale of the Securities which have been requested by the Investor or its advisors. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

 

2.02.Accredited Investor Status. Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

 

2.03.Reliance on Exemptions. Investor understands that the Securities, including the Note, are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that CLNV is relying upon the truth and accuracy of, and Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Investor to acquire the Securities.

 

 

 

2.04.Information. CLNV has not disclosed to Investor any material non-public information and will not disclose such information, unless such information is disclosed to the public prior to, or promptly following, such disclosure to Investor.

 

2.05.Legend. Investor understands that the Securities shall bear a restrictive legend in substantially the following form:

 

THE SECURITIES, [INCLUDING IF APPLICABLE THE SECURITIES INTO WHICH THIS INSTRUMENT MAY BE CONVERTED], REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

 

The legend set forth above shall be removed and CLNV shall issue Securities without such legend to the holder of the Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) the Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction, or (b) the holder provides CLNV with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of the Security may be made without registration under the 1933 Act, which opinion shall be accepted by CLNV so that the sale or transfer is effected. Investor agrees to sell the Security in compliance with applicable prospectus delivery requirements, if any. In the event that CLNV does not accept the opinion of counsel provided by Investor with respect to the transfer of the Note pursuant to an exemption from registration, such as Rule 144, unless such non-acceptance is based on applicable securities or other applicable laws, it will be considered an Event of Default pursuant to terms of the Note.

 

2.06.Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of Investor, and this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms.

 

 

 

2.07.Prior Relationship. Investor has a substantive pre-existing relationship with CLNV and its officers and directors outside of this offering and any public offering effort of CLNV, including its Regulation A offering, for a period of several years.

 

2.08.Non-reliance. The Investor acknowledges that CLNV may not effect a public offering of its securities and the Investor’s decision to invest CLNV was made independent of and the Investor did not rely upon any public filings of CLNV and investor had the opportunity to conduct its own diligence on CLNV, including access to management and CLNV’s books and records.

 

2.09.Residency. The Investor is a resident of the jurisdiction set forth immediately below the Investor’s name on the signature pages hereto.

 

2.10.Bad Actor Representation. The Investor is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).

 

3.Representations and Warranties of CLNV. CLNV represents and warrants to Investor that:

 

3.01.Organization and Qualification. CLNV, including each of its subsidiaries, is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

 

3.02.Authorization; Enforcement. (a) CLNV has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby, in accordance with the terms hereof and thereof, (b) the execution and delivery of this Agreement, the Note by CLNV and the consummation by it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Note) have been duly authorized by CLNV’s Board of Directors and no further consent or authorization of CLNV, its Board of Directors or its shareholders is required, (c) this Agreement has been duly executed and delivered by CLNV by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind CLNV accordingly; and (d) this Agreement constitutes, and upon execution and delivery by CLNV of the Note, each of such instruments will constitute, a legal, valid and binding obligation of CLNV enforceable against CLNV in accordance with its terms.

 

3.03.Capitalization. As of the date hereof, the authorized common stock of CLNV consists of 2,000,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 313,385,392 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.
 
 

 

3.04.No Conflicts. The execution, delivery and performance of this Agreement, the Note by CLNV and the consummation by CLNV of the transactions contemplated hereby and thereby will not (a) conflict with or result in a violation of any provision of CLNV’s Articles of Incorporation, as amended, or Bylaws, or (b) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which CLNV or any of its Subsidiaries is a party, or (c) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which CLNV or its securities are subject) applicable to CLNV or any of its Subsidiaries or by which any property or asset of CLNV or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The businesses of CLNV and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as Investor owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of CLNV or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.

 

3.05.OTC Market Documents; Financial Statements. CLNV has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of OTC Markets (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “OTC Markets Documents”). Upon written request, CLNV will deliver to Investor true and complete copies of the OTC Markets Documents. As of their respective dates or if amended, as of the dates of the amendments, the OTC Markets Documents complied in all material respects with the requirements OTC Markets, and none of the OTC Markets Documents, at the time they were filed with OTC Markets, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such OTC Markets Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of CLNV included in the OTC Markets Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of OTC Markets with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of CLNV and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). CLNV is not subject to the reporting requirements of the 1934 Act.

 
 

 

3.06.Absence of Certain Changes. Since September 30, 2021, except as set forth in the OTC Markets Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of CLNV or any of its Subsidiaries.

 

3.07.Absence of Litigation. Except as set forth in the OTC Markets Documents, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of CLNV or any of its Subsidiaries, threatened against or affecting CLNV or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. CLNV and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

3.08.No Integrated Offering. Neither CLNV, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Note to Investor. The issuance of the Note to Investor will not be integrated with any other issuance of CLNV’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to CLNV or its securities other than its currently qualified Tier 1 Offering Statement on Form 1-A (the “Regulation A Offering”).

 

3.09.No Investment Company. CLNV is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). CLNV is not controlled by an Investment Company.

 

3.10.Breach of Representations and Warranties by CLNV. If CLNV breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to Investor pursuant to this Agreement, it will be considered an Event of Default under the Note.

 

4.Covenants.

 

 
 
4.01.Public Offering. CLNV shall file a public offering in the United States pursuant to a registration statement with the SEC pursuant to the 1933 Act, with minimum gross proceeds of $10,000,000, pursuant to which the Common Stock shall be listed for trading on NASDAQ or similar U.S. nationally recognized stock exchange.

 

4.02.Best Efforts. CLNV shall use its best efforts to satisfy timely each of the conditions described in Section 6 of this Agreement.

 

4.03.Form D; Blue Sky Laws. CLNV agrees to timely make any filings required by federal and state laws as a result of the closing of the transactions contemplated by this Agreement.

 

4.04.Use of Proceeds. CLNV shall use the proceeds for general working capital purposes.

 

4.05.Expenses. CLNV and Investor shall not be responsible to pay any costs associated with this Agreement, including the transactions contemplated herein, of the other party.

 

4.06.Corporate Existence. So long as Investor beneficially owns any Note, CLNV shall maintain its corporate existence and shall not sell all or substantially all of CLNV’s assets, except with the prior written consent of Investor.
4.07.Breach of Covenants. If CLNV breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to Investor pursuant to this Agreement, it shall be considered an Event of Default under Section 3.4 of the Note.

 

4.08.Trading Activities. Neither Investor nor its affiliates has an open short position in the common stock CLNV and Investor agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of CLNV.

 

4.09.Investor is Not a “Dealer”. Investor and CLNV hereby acknowledge and agree that Investor has not: (a) acted as an underwriter; (b) acted as a market maker or specialist; (c) acted as “de facto” market maker; or (d) conducted any other professional market activities such as providing investment advice, extending credit and lending securities in connection; and, thus, that Investor is not a “Dealer,” as such term is defined in the 1934 Act.

 

5.Conditions to CLNV’s Obligation to Sell. The obligation of CLNV hereunder to issue and sell the Note to Investor at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that such conditions are for CLNV’s sole benefit and may be waived by CLNV at any time, in its sole discretion:
 
 

 

(a)Investor shall have executed this Agreement and delivered the same to CLNV.

 

(b)Investor shall have delivered the Purchase Price in accordance with Section 1.02 above.

 

(c)The representations and warranties of Investor shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to the Closing Date.

 

(d)No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

6.Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:

 

(a)CLNV shall have executed this Agreement and delivered the same to
Investor.
(b)CLNV shall have delivered to Investor the duly executed Note (in such denominations as Investor shall request) in accordance with Section 1.02 above.

 

(c)The representations and warranties of CLNV shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and CLNV shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by CLNV at or prior to the Closing Date. Investor shall have received a certificate or certificates, executed by the President of CLNV, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Investor, including, but not limited to, certificates with respect to CLNV’s Board of Directors’ resolutions relating to the transactions contemplated hereby.
 
 

 

(d)No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

(e)No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on CLNV.

 

7.Miscellaneous.

 

7.01.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada without regard to the choice of law principles thereof.

 

7.02.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

 

7.03.Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

 

7.04.Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

 

7.05.Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither CLNV nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by CLNV and Investor.

 

7.06.Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (x) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (y) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as follows:
 
 

 

If to CLNV: Clean Vision Corp.

2711 N. Sepulveda Blvd.

# 1051

Manhattan Beach, CA 90266

Phone: 424-835-1845

E-mail:

 

If to Investor: Silverback Capital Corporation

Attention: Gillian Gold, Authorized Signatory

614 N. Dupont Hwy

Suite 210

Dover, DE 19901

Phone: 646-536-8120

E-mail:

 

Each party shall provide notice to the other party of any change in address.

 

7.07.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither CLNV nor Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.

 

7.08.Survival. The representations and warranties of CLNV and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. CLNV agrees to indemnify and hold harmless Investor and all of its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by CLNV of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
 
 

 

7.09.Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

7.10.No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

7.11.Remedies. CLNV acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, CLNV acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by CLNV of the provisions of this Agreement, that Investor shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

 

7.12.Registration Rights. CLNV shall prepare and file with the SEC a registration statement within 60 calendar days of closing of the issuance of the Note and Warrants covering all shares of Common Stock underlying the Securities purchased in this offering including: (i) all shares of Common Stock underlying the conversion of the Notes; (ii) the shares of Common Stock underlying the exercise of the Warrants and (iii) any additional shares of Common Stock issuable in connection with any other provisions of the Offering and use its commercially reasonable efforts to cause such registration statement to be declared effective as promptly as possible after the filing thereof.

 

 

Signature page follows

 

 

IN WITNESS WHEREOF, CLNV and Investor have caused this Agreement to be duly executed as of the date first above written.

 

CLNV:      INVESTOR:    
             
Clean Vision Corporation.      Silverback Capital Corporation
             
             
By: Dan Bates     By:  Gillian Gold
       Dan Bates             Gillian Gold    
       CEO             Authorized Signatory  

 

AGGREGATE SUBSCRIPTION AMOUNT:

 

Aggregate Principal Amount of the Note: $360,000

 

Aggregate Purchase Price: $300,000

 

 EX-10.17 6 ex10_17.htm

 Exhibit 10.17

AMENDMENT TO WARRANTS TO PURCHASE UP TO 9,000,000 SHARES OF COMMON STOCK

 

THIS AMENDMENT TO WARRANTS TO PURCHASE UP TO 9,000,000 SHARES OF COMMON STOCK (this “Amendment”) is entered into as of October 25, 2023 by and between Clean Vision Corporation, a Nevada corporation (the “Company”), and Silverback Capital Corporation (the “Holder”). The Company and the Holder are also each hereinafter referred to individually as a “Party” and together as the “Parties”.

 

RECITALS

 

WHEREAS, pursuant to that certain Securities Purchase Agreement dated March 31, 2022 (the “Purchase Agreement”) between the Company and the Holder, the Holder purchased from the Company and the Company sold to the Holder a warrant (the “Warrant”) to purchase up to 9,000,000 shares of the Company’s common stock, par value $0.001 per share; and

WHEREAS, the Parties desire to amend the Warrant to provide for a fixed cash exercise price.

NOW THEREFORE, in consideration of the premises, the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

1.                   Amendments. The Warrant is amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and underlined text (indicated textually in the same manner as the following example: bold and underlined text) as set forth in paragraph 2 of this Amendment.

2.                   Amendment to Section 2 of the Warrant (Exercise Price). The “Exercise Price” for each Warrant Share shall be equal to (i) $0.025 if exercised prior to a Qualified Offering, (ii) a 25% premium to the price per share of Common Stock issued and sold in a Qualified Offering if exercised after a Qualified Offering, or (iii) in the event of a sale of the Company, a 125% premium to the Per Share Sale PriceA 25% premium to the Qualified Offering Price; or in the event of a sale of the Company prior to a Qualified Offering at a 125% premium to the Per Share Sale Price (the “Exercise Price”). The Warrants will permit “cashless exercise” at any time after the six (6) month anniversary of the initial closing, which initial closing took place on March 31, 2022, of the Offering as set forth in Section 4 below. A “Qualified Offering” shall mean a public offering in the United States pursuant to a registration statement declared effective by the Securities and Exchange Commission pursuant to the 1933 Act, with minimum gross proceeds of $10,000,000, pursuant to which the Company’s common stock, $0.001 par value (the “Common Stock”), is listed for trading on NASDAQ or similar U.S. nationally recognized stock exchange. “Per Share Sale Price” shall mean the aggregate consideration paid by an acquiror in connection with a sale of the Company divided by the number of shares of the Company’s Common Stock then outstanding.

3.                   No Other Amendments; Effect of Amendment. Except as expressly modified by this Amendment, the Warrant and the Parties’ rights and obligations thereunder shall remain unchanged and in full force and effect. This Amendment shall form a part of the Warrant for all purposes, and the Parties shall be bound hereby. From and after the execution of this Amendment by the Parties, any reference to the Warrant shall be deemed a reference to the Warrant as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the Parties.

 

 

 

 

 

4.                   Further Assurance. Each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the transactions and matters contemplated by this Amendment.

5.                   Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Copies of executed counterparts of this Amendment transmitted by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures and shall be considered original executed counterparts of this Amendment.

 

[The remainder of this page intentionally left blank; signature pages follow]

 

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed

as of the day and year first above written.

CLEAN VISION CORPORATION
     
  By: /s/ Daniel Bates
  Name: Daniel Bates

 

 

 Title: Chief Executive Officer
     
  SILVERBACK CAPITAL CORPORATION
     
  By: /s/ Gillian Gold
  Name: Gillian Gold
  Title: Authorized Signatory

 

 

 EX-23.1 7 ex23_1.htm

Exhibit 23.1 

 

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement to Form S-1 of our audit report dated April 2, 2023, with respect to the consolidated balance sheets of Clean Vision Corp. as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2022.

Our report relating to those financial statements includes an emphasis of matter paragraph regarding substantial doubt as to the Company’s ability to continue as a going concern.

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

Fruci & Associates II, PLLC

Spokane, Washington

November 2, 2023

 EX-FILING FEES 8 ex107.htm

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Clean Vision Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

                                                                             
  Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be Paid Equity Common Stock, par value $0.001 per share 457(c) 10,000,000 $0.0439(3) $439,000 $0.000147600 $64.80        
Fees to be Paid Equity Common Stock, par value $0.001 per share, issuable upon exercise of warrants 457(g)(4) 9,000,000 $0.025(4) $225,000 $0.000147600 $33.21        
                         

 

 

 

 

                         
                         
                         
                         
                         
Fees Previously Paid                        
Carry Forward Securities
Carry Forward Securities - - - -   -     - - - -
  Total Offering Amounts   $664,000   $98.01        
  Total Fees Previously Paid       $0        
  Total Fees Offsets       $0        
  Net Fee Due       $98.01        

 

  (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares of common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions.

 

  (2) The fee is calculated by multiplying the aggregate offering amount by $0.000147600, pursuant to Section 6(b) of the Securities Act of 1933.

 

  (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. Based on the average of the high and low reported trading prices of Common Stock as reported on the OTCQB Marketplace operated by OTC Markets Group Inc. on October 27, 2023.

 

  (4) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based on the exercise price applicable to shares issuable upon exercise of the warrants.

 

 

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in acquisition Proceeds from convertible notes payable Payments-convertible notes payable Proceeds from the sale of common stock Proceeds from notes payable - related party Repayment of related party loans Proceeds from notes payable Payments - notes payable Net cash provided by financing activities Net change in cash Effects of currency translation Cash at beginning of year Cash at end of year Supplemental schedule of cash flow information: Interest paid Income taxes Supplemental non-cash disclosure: Common stock issued for conversion of debt Preferred stock issued for prepaid services Common stock issued for prepaid services Note payable issued for acquisition Stock issued for services – related party Preferred stock compensation expense Loss on investment Investment in 100Bio Organization, Consolidation and Presentation of Financial Statements [Abstract] ORGANIZATION AND NATURE OF BUSINESS Accounting Policies [Abstract] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES GOING CONCERN 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Cover
 6 Months Ended
Jun. 30, 2023
Cover [Abstract]  
Document Type S-1
Amendment Flag false
Entity Registrant Name CLEAN VISION CORPORATION
Entity Central Index Key 0001391426
Entity Incorporation, State or Country Code NV
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
XML 36 R2.htm IDEA: XBRL DOCUMENT v3.23.3
CONSOLIDATED BALANCE SHEETS - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Current Assets:      
Cash $ 394,304 $ 10,777 $ 835,657
Prepaids and other assets 1,306,769 125,000  
Accounts receivable 392,612  
Total Current Assets 2,093,685 135,777 889,657
Property and equipment 1,369,724 241,376 150,505
Goodwill 5,896,096  
Total Assets 9,359,505 377,153 1,040,162
Current Liabilities:      
Accounts payable 369,921 377,746 60,248
Accrued compensation 472,602 641,639 308,500
Accrued expenses 1,109,761 250,355 9,502
Lines of credit 336,948  
Convertible note payable, net of discount of $183,560 1,043,925 476,440
Derivative liability 2,583,567  
Loan payable 925,822 114,500 14,500
Liabilities of discontinued operations 67,093 67,093 67,093
Total current liabilities 11,432,548 1,954,790 459,943
Total Liabilities 11,432,548 1,954,790 459,943
Commitments and contingencies
Mezzanine Equity:      
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding
Total mezzanine equity 1,800,000 1,800,000 625,000
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 402,196,273 and 312,860,376 shares issued and outstanding, respectively 488,450 402,197 312,861
Common stock to be issued 88,771 76,911 227,544
Additional paid-in capital 21,571,369 15,203,394 12,576,049
Accumulated other comprehensive loss (388) 16,670
Accumulated deficit (25,989,951) (19,078,809) (13,165,085)
Non-controlling interest (33,294)  
Total stockholders' deficit (3,873,043) (3,377,637) (44,781)
Total liabilities and stockholders' deficit 9,359,505 377,153 1,040,162
Loans payable – related party   27,017 100
Series B Preferred Stock [Member]      
Mezzanine Equity:      
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding 1,800,000 1,800,000 625,000
Series A Preferred Stock [Member]      
Mezzanine Equity:      
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding 1,850
Total stockholders' deficit 1,850
Series C Preferred Stock [Member]      
Mezzanine Equity:      
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding 2,000 2,000 2,000
Total stockholders' deficit $ 2,000 $ 2,000 $ 2,000
XML 37 R3.htm IDEA: XBRL DOCUMENT v3.23.3
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument, Unamortized Discount (Premium), Net $ 4,097,677 $ 183,560  
Preferred Stock, Par or Stated Value Per Share   $ 0.001 $ 0.001
Preferred Stock, Shares Authorized   4,000,000 4,000,000
Preferred Stock, Shares Issued   0 0
Common Stock, Par or Stated Value Per Share   $ 0.001 $ 0.001
Common Stock, Shares Authorized   2,000,000,000 2,000,000,000
Common Stock, Shares, Outstanding 488,448,984 402,196,273 312,860,376
Series B Preferred Stock [Member]      
Preferred Stock, Par or Stated Value Per Share   $ 0.001 $ 0.001
Preferred Stock, Shares Authorized   2,000,000 2,000,000
Preferred Stock, Shares Outstanding 2,000,000 2,000,000 0
Series A Preferred Stock [Member]      
Preferred Stock, Par or Stated Value Per Share   $ 0.001 $ 0.001
Preferred Stock, Shares Authorized   2,000,000 2,000,000
Preferred Stock, Shares Outstanding   0 1,850,000
Preferred Stock, Shares Issued   0  
Series C Preferred Stock [Member]      
Preferred Stock, Par or Stated Value Per Share   $ 0.001 $ 0.001
Preferred Stock, Shares Authorized   2,000,000 2,000,000
Preferred Stock, Shares Outstanding     2,000,000
Preferred Stock, Shares Issued   2,000,000  
XML 38 R4.htm IDEA: XBRL DOCUMENT v3.23.3
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Income Statement [Abstract]            
Revenue $ 161,297 $ 161,297    
Cost of revenue 33,862 33,862    
Gross margin 127,435 127,435    
Operating Expenses:            
Consulting 150,773 451,782 694,498 782,960 $ 2,452,383 $ 1,955,213
Professional fees 125,814 49,476 541,560 126,630 407,501 413,479
Payroll expense 358,140 196,550 532,264 452,289 829,364 824,393
Director fees 13,500 4,500 88,000 9,000 171,000 18,500
General and administration expenses 510,856 362,320 760,803 596,970 1,287,030 373,095
Total operating expense 1,159,083 1,064,628 2,617,125 1,967,849 5,663,320 4,120,805
Loss from Operations (1,031,648) (1,064,628) (2,489,690) (1,967,849) (5,663,320) (4,120,805)
Other income (expense):            
Interest expense (1,281,497) (23,465) (1,709,153) (23,465) (250,404) (1,187,033)
Change in fair value of derivative (544,606) 1,136,079 (576,573)
Loss on debt issuance (180,537) (33,774) (2,676,526) (195,483)    
Gain on conversion of debt 260,882 260,882    
Gain on extinguishment of debt 17,500 17,500    
Total other expense (1,728,258) (57,239) (2,971,218) (218,948) (250,404) (1,913,606)
Net loss before provision for income tax (2,759,906) (1,121,867) (5,460,908) (2,186,797) (5,913,724) (6,034,411)
Provision for income tax expense
Net loss (2,759,906) (1,121,867) (5,460,908) (2,186,797) (5,913,724) (6,034,411)
Net loss attributed to non-controlling interest 33,294 33,294    
Net loss attributed to Clean Vision Corporation (2,726,612) (1,121,867) (5,427,614) (2,186,797)    
Other comprehensive income:            
Foreign currency translation adjustment (15,517) (677) (17,058) (10,717) 16,670
Comprehensive loss $ (2,742,129) $ (1,122,544) $ (5,444,672) $ (2,197,514) $ (5,897,054) $ (6,034,411)
Loss per share - basic and diluted $ (0.01) $ (0.00) $ (0.01) $ (0.01) $ (0.02) $ (0.03)
Weighted average shares outstanding - basic and diluted 472,393,505 346,077,060 452,020,498 330,149,065 344,710,350 197,675,465
Officer stock compensation expense         $ 516,042 $ 536,125
Loss on investment         $ (150,000)
XML 39 R5.htm IDEA: XBRL DOCUMENT v3.23.3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT - USD ($)
Series A Preferred Stock [Member]
Series C Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Noncontrolling Interest [Member]
Total
Common Stock To Be Issued [Member]
Beginning balance, value at Dec. 31, 2020 $ 2,000 $ 97,208 $ 5,061,681 $ (7,130,674)   $ (1,703,486)  
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 2,000,000   97,208,516            
Stock issued for services – related party $ 2,000 $ 4,500 769,250   567,855  
Stock issued for services shares   2,000,000 4,500,000            
Stock issued for services $ 7,250 799,990   976,380  
Stock issued for services     7,250,000            
Stock issued for cash $ 162,200 3,081,800   3,244,000  
Stock issued for Cash Shares     162,200,000            
Stock issued for Conversion of debt $ 41,703 2,863,178   2,904,881  
Stock issued for debt conversion     41,701,860            
Net loss (6,034,411)   (6,034,411)  
Redemption of preferred $ (150) 150    
Redemption of preferred shares (150,000)                
Ending balance, value at Dec. 31, 2021 $ 1,850 $ 2,000 $ 312,861 12,576,049 (13,165,085)   (44,781)  
Shares, Outstanding, Ending Balance at Dec. 31, 2021 1,850,000 2,000,000 312,860,376            
Stock issued for services $ 1,525 46,209   $ 41,615  
Stock issued for services               1,525,016  
Net loss (10,040) (1,064,930)   $ (1,074,970)  
Cancellation of preferred $ (1,850) 1,850    
Cancellation of preferred (1,850,000)                
Debt issuance cost 161,709   161,709  
Ending balance, value at Mar. 31, 2022 $ 2,000 $ 314,386 12,785,817 (10,040) (14,230,015)   (916,427)  
Shares, Outstanding, Ending Balance at Mar. 31, 2022   2,000,000 314,385,392            
Beginning balance, value at Dec. 31, 2021 $ 1,850 $ 2,000 $ 312,861 12,576,049 (13,165,085)   (44,781)  
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 1,850,000 2,000,000 312,860,376            
Stock issued for services – related party $ 19,208 645,334   664,542  
Stock issued for services shares     19,208,340            
Stock issued for services $ 40,128 1,214,087   1,103,582  
Stock issued for services     40,127,557            
Stock issued for cash $ 30,000 570,000   600,000  
Stock issued for Cash Shares     30,000,000            
Debt issuance cost – warrants issued 196,074   196,074  
Net loss 16,670 (5,913,724)   (5,897,054)  
Cancellation of preferred $ (1,850) 1,850    
Cancellation of preferred (1,850,000)                
Ending balance, value at Dec. 31, 2022 $ 2,000 $ 402,197 15,203,394 16,670 (19,078,809) (3,377,637)  
Shares, Outstanding, Ending Balance at Dec. 31, 2022 2,000,000 402,196,273            
Beginning balance, value at Mar. 31, 2022 $ 2,000 $ 314,386 12,785,817 (10,040) (14,230,015)   (916,427)  
Shares, Outstanding, Beginning Balance at Mar. 31, 2022   2,000,000 314,385,392            
Stock issued for services $ 5,000 143,001   159,247  
Stock issued for services     5,000,000            
Stock issued for cash $ 30,000 570,000   600,000  
Stock issued for Cash Shares     30,000,000            
Net loss (677) (1,121,867)   (1,122,544)  
Debt issuance cost 33,773   33,773  
Ending balance, value at Jun. 30, 2022 $ 2,000 $ 349,386 13,532,591 (10,717) (15,351,882)   (1,245,951)  
Shares, Outstanding, Ending Balance at Jun. 30, 2022   2,000,000 349,385,392            
Beginning balance, value at Dec. 31, 2022 $ 2,000 $ 402,197 15,203,394 16,670 (19,078,809) (3,377,637)  
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 2,000,000 402,196,273            
Stock dividend $ 21,817 1,461,711 (1,483,528)  
[custom:StockDividendShares]     21,816,590            
Stock issued for services – related party $ 500 60,500 61,000  
Stock issued for services shares     500,000            
Stock issued for services $ 4,950 350,425 394,709  
Stock issued for services     4,950,000            
Stock issued for cash $ 16,750 318,250 335,000  
Stock issued for Cash Shares     16,750,000            
Stock issued for Conversion of debt $ 19,286 366,437 385,723  
Stock issued for debt conversion     19,286,137            
Debt issuance cost – warrants issued 1,321,698 1,321,698  
Shares cancelled $ (3,000) 3,000  
[custom:SharesCancelledShares]     (3,000,000)            
Net loss (1,541) (2,701,002) (2,702,543)  
Ending balance, value at Mar. 31, 2023 $ 2,000 $ 462,500 19,085,415 15,129 (23,263,339) (3,582,050)  
Shares, Outstanding, Ending Balance at Mar. 31, 2023   2,000,000 462,499,000            
Stock issued for services $ 500 31,900 4,926  
Stock issued for services     500,000            
Stock issued for Conversion of debt $ 25,450 949,650 975,100  
Stock issued for debt conversion     25,450,000            
Debt issuance cost – warrants issued 1,348,364 1,348,364  
Net loss (15,517) (2,726,612) (33,294) (2,775,423)  
Adjust stock dividend shares  
[custom:AdjustStockDividendShares1]                 (16)
Settlement of debt-related party 96,250 96,250  
Ending balance, value at Jun. 30, 2023 $ 2,000 $ 488,450 $ 21,571,369 $ (388) $ (25,989,951) $ (33,294) $ (3,873,043)  
Shares, Outstanding, Ending Balance at Jun. 30, 2023   2,000,000 488,448,984            
XML 40 R6.htm IDEA: XBRL DOCUMENT v3.23.3
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Cash Flows from Operating Activities:        
Net loss $ (5,427,614) $ (2,186,797) $ (5,913,724) $ (6,034,411)
Adjustments to reconcile net loss to net cash used by operating activities:        
Stock issued for services 399,635 389,862 1,024,323 1,574,380
       Stock issued for services – related party 61,000 (664,542) (567,855)
Debt discount amortization 1,636,939 15,000 200,273 1,162,996
Loss on issuance of debt 2,676,526 195,482    
Change in fair value of derivative (1,136,079) 576,573
Gain on conversion of debt (260,882)    
Gain on extinguishment of debt (17,500)    
Changes in operating assets and liabilities:        
       Prepaid (63,474) (92,033)    
Accounts payable (228,479) (11,276) 317,498 38,990
Accruals 193,398 (2,322) 240,853 35,539
Accrued compensation (72,787) (26,235) 333,139 161,000
Net cash used by operating activities (2,239,317) (1,718,319) (2,029,096) (1,801,078)
Cash Flows from Investing Activities:        
Purchase of 51% interest in Clean-Seas Morocco, LLC (2,000,000)    
Purchase of property and equipment (80,346) (90,871) (150,505)
Net cash used by investing activities (2,000,000) (80,346) (90,871) (300,505)
Cash Flows from Financing Activities:        
Cash overdraft acquired in acquisition (11,093)    
Proceeds from convertible notes payable 4,434,500 300,000 555,000 686,500
Payments-convertible notes payable (135,000)    
Proceeds from the sale of common stock 335,000 600,000 600,000 3,244,000
Proceeds from notes payable - related party 5,000 46,917
Repayment of related party loans (10,000) (100) (20,000)
Proceeds from notes payable 42,500 126,381 154,000 300,000
Payments - notes payable (21,005) (14,402) (57,500) (700,000)
Net cash provided by financing activities 4,639,902 1,011,879 1,278,417 2,936,500
Net change in cash 400,585 (786,786) (841,550) 834,917
Effects of currency translation (17,058) (10,716) 16,670
Cash at beginning of year 10,777 835,657 835,657 740
Cash at end of year 394,304 38,155 10,777 835,657
Supplemental schedule of cash flow information:        
Interest paid 10,471
Income taxes
Supplemental non-cash disclosure:        
Common stock issued for conversion of debt 1,123,397 1,231,461
Preferred stock issued for prepaid services 1,025,000    
Common stock issued for prepaid services 111,000    
Note payable issued for acquisition 4,500,000    
Stock issued for services – related party $ (61,000) 664,542 567,855
Preferred stock compensation expense     1,175,000
Loss on investment     150,000
Investment in 100Bio     $ (150,000)
XML 41 R7.htm IDEA: XBRL DOCUMENT v3.23.3
ORGANIZATION AND NATURE OF BUSINESS
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Clean Vision Corporation (“Clean Vision,” “we,” “us,” or the “Company”) is a new entrant in the clean energy and waste-to-energy industries focused on clean technology and sustainability opportunities.  Currently, we are focused on providing a solution to the plastic and tire waste problem by recycling the waste and converting it into saleable byproducts, such as hydrogen and other clean-burning fuels that can be used to generate clean energy. Using a technology known as pyrolysis, which heats the feedstock (i.e., plastic) at high temperatures in the absence of oxygen so that the material does not burn, we are able to turn the feedstock into (i) low sulfur fuel, (ii) clean hydrogen and (iii) carbon black or char (char is created when plastic is used as feedstock). Our goal is to generate revenue from three sources: (i) service revenue from the recycling services we provide (ii) revenue generated from the sale of the byproducts; and (iii) revenue generated from the sale of fuel cell equipment.  Our mission is to aid in solving the problem of cost-effectively upcycling the vast amount of waste plastic generated on land before it flows into the world’s oceans.

 

We currently operate through our wholly-owned subsidiary, Clean-Seas, Inc. (“Clean-Seas”), which we acquired on May 19, 2020. 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 Eco Synergie S.A.R.L., a limited liability company organized under the laws of Morocco, which changed its name to Clean-Seas Morocco, LLC (“Clean-Seas Morocco”) 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 tons per day of waste plastic.

 

We believe that our projects in India and Morocco will showcase our ability to pyrolyze waste plastic (using pyrolysis), which will generate three byproducts: (i) low sulfur fuel, (ii) clean hydrogen, AquaHtm, and (iii) char. We intend to sell the majority of the byproducts, while retaining a small amount of the low sulfur fuels and/or hydrogen to power our facilities and equipment. To date, our operations in India have not generated any revenue. However, since commencing operations at our Morocco facility in April 2023, Clean-Seas Morocco has generated $161,297 in revenue, with a gross margin of $127,435 from the provision of pyrolysis services and its sale of byproducts.

 

Clean-Seas India Private Limited was incorporated on November 17, 2021 as a wholly owned subsidiary of Clean-Seas.

 

Clean-Seas, Abu Dhabi PVT. LTD was incorporated in Abu Dhabi on December 9, 2021 as a wholly owned subsidiary of the Company. On January 19, 2022, the Company changed the name of its wholly owned subsidiary, Clean-Seas, Abu Dhabi PVT. LTD, to Clean-Seas Group. As of July 4, 2022, the Clean-Seas Group ceased operations and is in the process of dissolving.

 

Endless Energy, Inc. (“Endless Energy”) was incorporated in Nevada on December 10, 2021 as a wholly owned subsidiary of the Company. EndlessEnergy does not currently have any operations, but it was incorporated for the purpose of investing in wind and solar energy projects.

 

EcoCell, Inc. ("EcoCell”) was incorporated on March 4, 2022 as a wholly owned subsidiary of the Company. EcoCell does not currently have any operations, but we intend to use EcoCell for the purpose of licensing fuel cell patented technology.

 

Clean-Seas Arizona, Inc. ("Clean-Seas Arizona”) was incorporated in Arizona on September 19, 2022 as a wholly owned subsidiary of Clean-Seas. Clean-Seas Arizona was formed pursuant to a Memorandum of Understanding (the “MOU”) signed on November 4, 2022 with Arizona State University and the Rob and Melani Walton Sustainability Solution Service. Pursuant to the MOU, the parties intend to establish a 100 ton per day waste plastic to clean hydrogen conversion facility in Arizona.

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Clean Vision Corporation (“Clean Vision,” “we,” “us,” or the “Company”) is a new entrant in the clean energy and waste-to-energy industries focused on clean technology and sustainability opportunities. Currently, we are focused on providing a solution to the plastic and tire waste problem by recycling the waste and converting it into saleable byproducts, such as hydrogen and other clean-burning fuels that can be used to generate clean energy. Using a technology known as pyrolysis, which heats the feedstock (i.e., plastic or tires) at high temperatures in the absence of oxygen so that the material does not burn, we are able to turn the feedstock into i) low sulfur fuel, ii) clean hydrogen and iii) carbon black or char (char is created in the pyrolysis of plastic, while carbon black is created when tires are pyrolyzed). We intend to generate revenue from three sources: service revenue from the recycling services we provide, revenue generated from the sale of the byproducts, and revenue generated from the sale of fuel cell equipment. Our mission is to aid in solving the problem of cost-effectively upcycling the vast amount of waste plastic generated on land before it flows into the world’s oceans, as well as to reduce the amount of tire waste.

 

We currently operate through our wholly-owned subsidiary, Clean-Seas, Inc. (“Clean-Seas”), which we acquired on May 19, 2020. 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. We believe that this pilot project will showcase our ability to pyrolyze waste plastic (using pyrolysis), which will generate three byproducts: i) low sulfur fuel, ii) clean hydrogen, AquaHtm, and iii) char. We intend to sell the majority of the byproducts, while retaining a small amount of the low sulfur fuels and/or hydrogen to power our facilities and equipment. To date we have not generated any revenue from the provision of pyrolysis services nor have we generated any revenue from the sale of byproducts from our operations in India or fuel cell equipment and we do not currently have any contracts in place to sell these byproducts or fuel cell equipment. However, we believe that there is a strong market for low sulfur fuel and clean hydrogen, upon which we intend to focus our byproduct sales.

 

Clean-Seas, Inc. is Clean Vision Corporation’s first investment within its newly expanded scope. The acquisition of 100% of Clean Seas is Clean Vision Corporation’s first entrance 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 Vision Corporation’s management team will incorporate the two companies into a single-minded, clean energy-focused entity.

 

Clean-Seas India Private Limited which was incorporated on November 17, 2021, as a wholly owned subsidiary of Clean-Seas, Inc.

 

Clean-Seas, Abu Dhabi PVT. LTD was incorporated in Abu Dhabi on December 9, 2021, as a wholly owned subsidiary of the Company. On January 19, 2022, the Company changed the name of its wholly owned subsidiary, Clean-Seas, Abu Dhabi PVT. LTD, to Clean-Seas Group. As of July 4, 2022, the Company ceased operations and is in the process of dissolving the corporation.

 

EndlessEnergy was incorporated in Nevada on December 10, 2021, as a wholly owned subsidiary of the Company. EndlessEnergy does not currently have any operations, but it was incorporated for the purpose of investing in wind and solar energy projects.

 

EcoCell was incorporated on March 4, 2022, as a wholly owned subsidiary of CVC. EcoCell does not currently have any operations, but we intend to use EcoCell for the purpose of licensing fuel cell patented technology.

 

Clean-Seas Arizona was incorporated on September 19, 2022, as a wholly owned subsidiary of Clean-Seas.

 

Clean-Seas, Inc. has established Clean-Seas Arizona as a joint venture pursuant to a Memorandum of Understanding (the “MOU”) signed on November 4, 2022, with Arizona State University and the Rob and Melani Walton Sustainability Solution Service. Pursuant to the MOU, the parties intend to establish a 100 ton per day waste plastic to clean hydrogen conversion facility in Arizona.

 
XML 42 R8.htm IDEA: XBRL DOCUMENT v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Accounting Policies [Abstract]    
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the six month period ending June 30, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended December 31, 2022.

 

Use of Estimates

 

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

 

Concentrations of Credit Risk

 

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).  As of June 30, 2023, the Company had $116,968 of cash in excess of the FDIC’s $250,000 coverage limit.

Cash equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended June 30, 2023 and December 31, 2022.

 

Principles of Consolidation

 

The accompanying consolidated financial statements for the quarter ended June 30, 2023, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc., Clean-Seas India Private Limited, Clean-Seas Group, Endless Energy, Inc., EcoCell, Inc., Clean-Seas Arizona, Inc., and our 51% owned subsidiary, Clean-Seas Morocco, LLC. As of June 30, 2023, there was no activity in Clean-Seas Group, Endless Energy or Clean-Seas Arizona.

 

Translation Adjustment

 

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

 

Comprehensive Income

 

The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220).  Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income is included in net loss and foreign currency translation adjustments.

 

Basic and Diluted Earnings Per Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of June 30, 2023, there are warrants to purchase up to 116,944,802 shares of common stock and approximately 153,000,000 dilutive shares of common stock from a convertible notes payable. As of June 30, 2023 and 2022, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock can automatically be converted on January 1, 2023, into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of June 30, 2023 and 2022, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

 

Stock-based Compensation

 

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.

 

Goodwill

 

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

 

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

 

Derivative Financial Instruments

 

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

 

Fair value of financial instruments

 

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

 

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

 

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

 

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

 

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

 

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023:

Description   Level 1     Level 2   Level 3  
Derivative    $ —        $ —     $ 2,583,567  
Total   $ —       $ —     $ 2,583,567  

 

Revenue Recognition

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

As of June 30, 2023, our operations in Morocco had generated $161,297 in revenue, with a gross margin of $127,435 from the sale of commodities (the provision of pyrolysis services and its sale of byproducts). As of June 30, 2023, we did not generate revenue from any other sources.

  

Recently issued accounting pronouncements

 

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

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of Estimates

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

 

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended December 31, 2022 and 2021.

 

Principles of Consolidation

The accompanying consolidated financial statements for the year ended December 31, 2022, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc and Clean-Seas India Private Limited, Clean-Seas Group, EndlessEnergy, EcoCell, Clean-Seas Arizona and Clean-Seas Morocco. As of December 31, 2022, there was no activity in Clean-Seas Group, EndlessEnergy or Clean-Seas Arizona.

 

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2022.

 

Translation Adjustment

For the year ended December 31, 2022, the accounts of the Company’s subsidiary Clean-Seas India Private Limited, are maintained in Rupees. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.

 

Comprehensive Income

The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income for the year ended December 31, 2022, is included in net loss and foreign currency translation adjustments.

 

Investments 

The Company follows ASC subtopic 321-10, Investments-Equity Securities which requires the accounting for an equity security to be measured at fair value with changes in unrealized gains and losses included in current period operations. Where an equity security is without a readily determinable fair value, the Company may elect to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes. As of December 31, 2021, the Company determined that its investment in 100Bio was fully impaired; therefore, the investment was written down to $0 and a $150,000 loss on investment was recognized.

 

 

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of Common Stock outstanding and potentially outstanding Common Stock assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2022, there are warrants to purchase up to 9,040,000 shares of common stock and 18,000,000 dilutive shares of common stock from a convertible note payable. As of December 31, 2022 and 2021, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock will automatically be converted on January 1, 2023 into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of December 31, 2022 and 2021, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

 

Stock-based Compensation

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.

 

Fair value of financial instruments

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

 

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

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

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

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

 

Income Taxes

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.

 

 

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2022, and 2021, no liability for unrecognized tax benefits was required to be reported.

 

Recently issued accounting pronouncements

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

 
XML 43 R9.htm IDEA: XBRL DOCUMENT v3.23.3
GOING CONCERN
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
GOING CONCERN

NOTE 3 - GOING CONCERN

 

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a source of revenue sufficient to cover its operating costs, had an accumulated deficit of $2,989,951 at June 30, 2023, and had a net loss of $5,427,614 for the six months ended June 30, 2023. 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 financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

Management plans to continue to implement its business plan and to fund operations by raising additional capital through the issuance of debt and equity securities. The Company’s existence is dependent upon management's ability to implement its business plan and/or obtain additional funding. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company's liquidity problems. Even if the Company is able to obtain additional financing, it may include undue restrictions on our operations in the case of debt or cause substantial dilution for our stockholders in the case of equity financing.

 

NOTE 3 - GOING CONCERN

 

The accompanying 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, had an accumulated deficit of $19,078,809 at December 31, 2022, and had a net loss of $5,913,724 for the year ended December 31, 2022. 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 financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

Management plans to continue to implement its business plan and to fund operations by raising additional capital through the issuance of debt and equity securities. The Company’s existence is dependent upon management's ability to implement its business plan and/or obtain additional funding. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company's liquidity problems. Even if the Company is able to obtain additional financing, it may include undue restrictions on our operations in the case of debt or cause substantial dilution for our stockholders in the case of equity financing.

 
XML 44 R10.htm IDEA: XBRL DOCUMENT v3.23.3
BUSINESS COMBINATIONS
 6 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
BUSINESS COMBINATIONS

NOTE 4 — BUSINESS COMBINATIONS

 

On April 25, 2023 (the “Morocco Closing Date”), Clean-Seas, a wholly owned subsidiary of the Company, completed its acquisition of a fifty-one percent (51%) interest (the “Morocco Acquisition”) in Eco Synergie S.A.R.L., a limited liability company organized under the laws of Morocco (“Ecosynergie”), pursuant to that certain Notarial Deed (the “Morocco Purchase Agreement”) dated as of January 23, 2023 (the “Signing Date”) setting forth the terms and provisions applicable to the Morocco Acquisition (the “Purchase Agreement”). On the Morocco Closing Date, (i) Ecosynergie’s name was changed to Clean-Seas Morocco, LLC, (ii) Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Company’s CRO, were appointed as managers of Clean-Seas Morocco and (iii) Mr. Harris was appointed to serve as the Chief Executive Officer of Clean-Seas Morocco. Ecosynergie was not acquired from a related party and the Company did not have common control with Ecosynergie at the time of the Morocco Acquisition.

  

 

Pursuant to the Morocco Purchase Agreement, Clean-Seas paid an aggregate purchase price of $6,500,000 for the Morocco Acquisition, of which (i) $2,000,000 was paid on the Morocco Closing Date and (ii) the remaining $4,500,000 is to be paid to Ecosynergie Group over a period of ten (10) months from the Morocco Closing Date. Additionally, Clean-Seas committed to invest up to $50,000,000 in Clean-Seas Morocco over a period of ten (10) months from the Morocco Closing Date (the “Clean-Seas Morocco Investment”). The Clean-Seas Morocco Investment is currently contemplated to be funded in tranches based on a to be agreed to schedule tied to milestones related to the technology being deployed by Clean-Seas Morocco. The parties intend to complete the funding schedule applicable to the Clean-Seas Morocco investment in the first quarter 2024. To date, none of the Clean-Seas Morocco Investment has been funded 

 

The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. Although the accounting for operations is not yet complete, the results of operations of the business acquired by the Company have been included in the consolidated statements of operations since the date of acquisition. All amounts are considered provisional until a more thorough analysis of the books and records and the accounting for the acquisition can be completed. Per ASC 805-10-25-13, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete.

 

The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill. The provisional estimated fair value of the noncontrolling interest was based on the price the Company paid for their 51% of their controlling interest. The goodwill represents expected synergies from the combined operations.

 

The allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed are shown below:

 Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Consideration   
Consideration issued  $6,500,000 
Identified assets and liabilities     
Cash   11,093 
Prepaid and other assets   1,186,242 
Accounts receivable   392,611 
Property and equipment, net   1,146,445 
Accounts payable   (238,424)
Accrued Expenses   (767,288)
Loans payable   (789,827)
Lines of credit   (336,948)
Total identified assets and liabilities   603,904 
Excess purchase price allocated to goodwill  $5,896,096 

 
XML 45 R11.htm IDEA: XBRL DOCUMENT v3.23.3
PROPERTY & EQUIPMENT
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Abstract]    
PROPERTY & EQUIPMENT

NOTE 5 - PROPERTY & EQUIPMENT

 

Property and equipment are recorded at cost. The Company capitalizes purchases of property and equipment over $5,000. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years.

 

Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

 

Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

 

Clean-Seas, Inc. has purchased a pyrolysis unit for piloting and demonstration purposes which has been commissioned in Hyderabad, India as of May 2022. The unit will be used to showcase the Company’s technology and services, turning waste plastic into environmentally friendly commodities, to potential customers. 

 

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

  Schedule of Property and Equipment

   June 30,
2023		  December 31,
2022
Pyrolysis unit  $185,700   $185,700 
Equipment   55,676    55,676 
Clean-Seas Morocco   1,128,348    —   
Less: accumulated depreciation   —    —   
Property and equipment, net  $1,369,724   $241,376 

 

Depreciation expense

 

As of June 30, 2023, the Company’s fixed assets have not yet been placed into service. Depreciation will begin on the date the assets are placed into service.

 

NOTE 4 - PROPERTY & EQUIPMENT

 

Property and equipment are recorded at cost. The Company capitalizes purchases of property and equipment over $5,000. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years.

 

Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

 

Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

 

Clean-Seas, Inc. has purchased a pyrolysis unit for piloting and demonstration purposes which has been commissioned in Hyderabad, India as of May 2022. The unit will be used to showcase the Company’s technology and services, turning waste plastic into environmentally friendly commodities, to potential customers. 

 

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

 Schedule of Property and Equipment

   December 31,
2022		  December 31,
2021
Pyrolysis unit  $185,700   $150,505 
Equipment   55,676    —   
Less: accumulated depreciation   —      —   
Property and equipment, net  $241,376   $150,505 

 

Depreciation expense

As of December 31, 2022, the Company’s fixed assets have not yet been placed into service. Depreciation will begin on the date the assets are placed into service.

 
XML 46 R12.htm IDEA: XBRL DOCUMENT v3.23.3
LOANS PAYABLE
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Debt Disclosure [Abstract]    
LOANS PAYABLE

NOTE 6 – LOANS PAYABLE

 

As of December 31, 2020, a third party loaned the Company a total of $114,500. The loan was used to cover general operating expenses, is non-interest bearing and due on demand. During the year ended December 31, 2021, the Company repaid $100,000 of the loan. During the year ended December 31, 2022, the same individual provided consulting/IR services to the Company valued at $100,000. The amount due was added to the note payable for a balance due of $114,500 as of June 30, 2023 and December 31, 2022, respectively.

 

Effective January 1, 2023, the Company acquired a financing loan for its Director and Officer Insurance for $42,500. The loan bears interest at 7.75%, requires monthly payments of $4,402.42 and is due within one year. As of June 30, 2023, the balance due is $25,975.

 

NOTE 5 – LOANS PAYABLE

 

As of December 31, 2020, a third party loaned the Company a total of $114,500. The loan was used to cover general operating expenses, is non-interest bearing and due on demand. During the year ended December 31, 2021, the Company repaid $100,000 of the loan. During the year ended December 31, 2022, the same individual provided consulting/IR services to the Company valued at $100,000. The amount due was added to the note payable for a balance due of $114,500 as of December 31, 2022.

 

Effective January 1, 2022, the Company acquired a financing loan for its Director and Officer Insurance for $26,381. The loan bears interest at 10.45%, requires monthly payments of $3,060.36 and is due within one year. As of December 31, 2022, the balance due is $0.

 

On August 17, 2022, a third party loaned the Company $14,000. The loan has an original issue discount of $3,500, for a total note payable of $17,500. The note bears interest at 8% and is due in one year. This loan was repaid in full on December 15, 2022.

 
XML 47 R13.htm IDEA: XBRL DOCUMENT v3.23.3
CONVERTIBLE NOTES
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Debt Disclosure [Abstract]    
CONVERTIBLE NOTES

NOTE 7 – CONVERTIBLE NOTES

 

Silverback Capital Corporation

 

On March 31, 2022, the Company issued a Promissory Note to Silverback Capital Corporation (“Silverback”) in the amount of $360,000. The Company received $300,000, net of a $60,000 OID. The note bears interest at 8% per annum and matures in one year. The note may be converted to shares of common stock at $0.02 per share, provided, that if the Company effects a Qualified Offering (as defined in the note) the conversion price will be such price that represents a 20% discount to the offering price of the Company’s common Stock in the Offering. In the event of a default Silverback will have the option to convert at the lower of 1) .02 per share, or 2) a 20% discount to the five day trailing VWAP of the common stock. On February 21, 2023, Silverback fully converted the $360,000 note and $25,723 of interest into 19,286,137 shares of common stock.

 

Coventry Enterprises, LLC

 

On December 9, 2022, the Company entered into the Purchase Agreement (the “Coventry Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which the Company issued to Coventry a Promissory Note (the “Coventry Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, net of a discount of $45,000. In addition, the Company issued to Coventry 15,500,000 shares of Common Stock (the “Commitment Stock”), of which 12,500,000 shares of Commitment Stock were returned to the Company pursuant to the terms of the Coventry Purchase Agreement in the first quarter of 2023.

 

The Coventry Note bears guaranteed interest at the rate of 5% per annum for the 12 months from and after the date of issuance (notwithstanding the 11-month term of the Coventry Note for aggregate guaranteed interest of fifteen thousand Dollars ($15,000), all of which Guaranteed Interest shall be deemed earned as of the date of the Coventry Note. The principal amount and the Guaranteed Interest are due and payable in seven equal monthly payments of $45,000, commencing on May 6, 2023, and continuing on the 6th day of each month thereafter until paid in full not later than November 6, 2023. During the six months ended June 30, 2023, the Company repaid $135,000 of the principal amount.

 

February Convertible Notes

 

On February 17, 2023, the Company entered into a securities purchase agreement (the “February Purchase Agreement”) with certain institutional buyers. Pursuant to the February Purchase Agreement, the Company issued senior convertible notes in the aggregate principal amount of $4,080,000, which notes shall be convertible into shares of common stock at the lower of (a) 120% of the closing price of the common stock on the day prior to closing, or (b) a 10% discount to the lowest daily volume weighted average price (“VWAP”) reported by Bloomberg of the common stock during the 10 trading days prior to the conversion date.

 

On February 17, 2023, the initial investor under the February Purchase Agreement purchased a senior convertible promissory note (the “February Note”) in the original principal amount of $2,500,000 and a warrant to purchase 29,434,850 shares of the Company’s common stock. The maturity date of the February Note is February 21, 2024 (the “Maturity Date”). The February Note bears interest at a rate of 5% per annum. The February Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the February Note. The Company also issued a warrant to the initial investor that is exercisable for shares of the Company’s common stock at a price of $0.845 per share and expires five years from the date of issuance. See Note 14 – Subsequent Events for additional information.

 

April Convertible Note

 

Pursuant to the February Purchase Agreement, on April 10, 2023, an investor purchased a senior convertible promissory note (the “April Note”) in the original principal amount of $1,500,000 and the Company issued warrants for the purchase of up to 17,660,911 shares of the Company’s common stock to the investor. The April Note bears interest at a rate of 5% per annum. The April Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the April Note.

 

May Convertible Notes

 

On May 26, 2023, the Company entered into that certain Securities Purchase Agreement (the “May Purchase Agreement”) with certain institutional investors (the “May Investors”), pursuant to which the May Investor purchased a senior convertible promissory note in the aggregate original principal amount of $1,714,285.71 (the “May Note”) and warrants to purchase 44,069,041 shares of the Company’s common stock (the “May Warrants”).

 

The May Note matures 12 months after issuance and bear interest at a rate of 5% per annum, as may be adjusted from time to time in accordance with Section 2 of the May Note. The May Note have an original issue discount of 30%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the May Note.

 

At any time, the Company shall have the right to redeem all, but not less than all, of the amount then outstanding under the May Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (as defined in the Note) (a “Company Optional Redemption”). The portion of the May Note subject to a Company Optional Redemption shall be redeemed by the Company in cash at a price equal to the greater of (i) 10% premium to the amount then outstanding under the May Note to be redeemed, and (ii) the equity value of our common stock underlying the May Note. The equity value of our common stock underlying the May Note is calculated using the greatest closing sale price of our common stock on any trading day immediately preceding such redemption and the date we make the entire payment required. The Company may exercise its right to require redemption under the May Note by delivering a written notice thereof by electronic mail and overnight courier to all, but not less than all, of the holders of May Note.

 

The May Warrants are exercisable for shares of the Company’s common stock at a price equal to 120% of the closing sale price of the common stock on the trading day ended immediately prior to the closing date (the “May Warrant Exercise Price”) and expire five years from the date of issuance. The May Warrant Exercise Price is subject to customary adjustments for stock dividends, stock splits, recapitalizations and the like.

 

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

 

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

 

The Company deducts the total value of all discounts (OID, value of warrants, discount for derivative) from the calculated derivative liability with any difference accounted for as a loss on debt issuance. For the six months ended June 30, 2023, the Company recognized a total loss of the issuance of convertible debt of $2,676,526.

  

From April 2023 through June 30, 2023, Walleye Opportunities Master Fund Ltd., converted $737,684 of the principal amount of the February Note into 25,450,000 shares of our common stock. The Company accounted for the conversions per ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20), resulting in a gain from conversion of debt of $260,882.

 

The following table summarizes the convertible notes outstanding as of June 30, 2023:

 Convertible Debt

Note Holder   Date   Maturity Date   Interest   Balance
December 31,
2022		     Additions     Conversions / Repayments     Balance
June 30, 2023
Silverback Capital Corporation   3/31/2022   3/31/2023     8%    $ 360,000     $ —     $ (360,000)     $ —
Coventry Enterprises, LLC   12/29/2022   11/6/2023     5%     300,000       —       (135,000)       165,000
Walleye Opportunities Fund   2/21/2023   2/21/2024     5%     —       2,500,000       (737,684)       1,762,316
Walleye Opportunities Fund   4/10/2023   4/10/2024     5%     —       1,500,000       —       1,500,000
Walleye Opportunities Fund   5/26/2023   5/26/2024     5%     —       1,714,286       —       1,714,286
Total                 $ 660,000     $ 5,714,286     $ (1,232,684)     $ 5,141,602
Less debt discount                  $ (183,560)               (4,097,677)
Convertible note payable, net                 $ 476,440                     $ 1,043,925

 

 

 

 

A summary of the activity of the derivative liability for the notes above is as follows:

Schedule of Derivative Instruments 

    
Balance at December 31, 2022  $— 
Increase to derivative due to new issuances   4,217,944 
Decrease to derivative due to conversions   (498,298)
Decrease to derivative due to mark to market   (1,136,079)
Balance at June 30, 2023  $2,583,567 

 

The Company uses the Black Scholes pricing model to estimate the fair value of its derivatives. A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy, as of June 30, 2023 is as follows:

 Schedule of Derivative Assets at Fair Value

Inputs  June 30, 2023  Initial
Valuation
Stock price  $0.0395   $0.0566-0.1075 
Conversion price  $0.0305   $0.0534-0.0591 
Volatility (annual)   181.1%   165.3%-170.53%
Risk-free rate   5.47%   4.7-5.07%
Dividend rate   —      —   
Years to maturity   0.65    .87-1 

 

NOTE 6 – CONVERTIBLE NOTES

 

Silverback Capital Corporation

On March 31, 2022, the Company issued a Promissory Note to Silverback Capital Corporation (“Silverback”) in the amount of $360,000. The Company received $300,000, net of a $60,000 OID. The note bears interest at 8% per annum and matures in one year. The note may be converted to shares of common stock at $0.02 per share, provided, that if the Company effects a Qualified Offering (as defined in the note) the conversion price will be such price that represents a 20% discount to the offering price of the Company’s common Stock in the Offering. In the event of a default Silverback will have the option to convert at the lower of 1) .02 per share, or 2) a 20% discount to the five day trailing VWAP of the common stock. As of December 31, 2022, there is $21,698 of accrued interest on the loan.

 

Coventry Enterprises, LLC

On December 9, 2022, the Company entered into the Purchase Agreement with Coventry Enterprises, LLC (“Coventry”), pursuant to which the Company issued to Coventry a Promissory Note (the “Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, net of a discount of $45,000. In addition, the Company issued to Coventry 15,500,000 shares of Common Stock (the “Commitment Stock”), of which 12,500,000 shares of Commitment Stock are to be returned to the Company upon the Company’s filing of the registration statement on or before 45 calendar days after the date of the Note. The 12,500,000 shares of common stock were returned to the Company in Q1 2023.

 

The Note bears “Guaranteed Interest” at the rate of 5% per annum for the 12 months from and after the date of issuance (notwithstanding the 11-month term of the Note for an aggregate Guaranteed Interest of fifteen thousand Dollars ($15,000), all of which Guaranteed Interest shall be deemed earned as of the date of the Note. The Principal Amount and the Guaranteed Interest are due and payable in seven equal monthly payments of $45,000, commencing on May 6, 2023 and continuing on the 6th day of each month thereafter until paid in full not later than November 6, 2023.

 

 
XML 48 R14.htm IDEA: XBRL DOCUMENT v3.23.3
RELATED PARTY TRANSACTIONS
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Related Party Transactions [Abstract]    
RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

 

Dan Bates, CEO

 

On February 21, 2021, the Company amended the employment agreement with Dan Bates, CEO. The amendment extended the

term of his agreement from three years commencing May 27, 2020, to expire on May 27, 2025.

 

As of June 30, 2023 and December 31, 2022, the Company owed Mr. Bates $240,000 and $220,000, respectively, for accrued compensation.

 

The Company issued to Mr. Bates three separate promissory notes, 1) on August 1, 2022, for $1,000, 2) on September 15, 2022, for $35,040, and 3) on October 6, 2022, for $1,000. The notes bear interest at 8% and are due on demand. As of December 31, 2022, the Company repaid $20,000, for a balance due of principal and interest of $26,040 and $977. During the six months ended June 30, 2023, Mr. Bates loaned the Company an additional $5,000 and was repaid $10,000. As of June 30, 2023, the balance due of principal and interest of $21,040 and $1,869.

 

Rachel Boulds, CFO

 

The Company entered into a consulting agreement with Rachel Boulds, effective as of May 1, 2021, to serve as part-time Chief Financial Officer for compensation of $5,000 per month, which increased to $7,500 in June 2023. As of June 30, 2023 and December 31, 2022, the Company owes Ms. Boulds $7,500 and $25,000 for accrued compensation, respectively.

 

Daniel Harris, Chief Revenue Officer

 

As of June 30, 2023 and December 31, 2022, the Company owed Mr. Harris, $17,500 and $37,500, respectively, for accrued compensation.

 

John Owen

 

Mr. Owen’s consulting agreement and his role as Chief Operating Officer were terminated effective as of November 21, 2022. Per the terms of the separation agreement with Mr. Owen, the Company acknowledges past due salary of $62,500. The Company made an initial payment of $2,500 and agreed to pay $5,000 a month beginning in January 2023. As of June 30, 2023, the Company owed Mr. Owen $25,000.

 

Erfran Ibrahim, former CTO

 

As of June 30, 2023 and December 31, 2022, the Company owed Mr. Ibrahim, $60,000 and $60,000, respectively, for accrued compensation.

 

Michael Dorsey, Director

 

As of June 30, 2023 and December 31, 2022, the Company owed Mr. Dorsey, $4,500 and $9,000, respectively, for accrued director fees.

 

Greg Boehmer, Director

 

As of June 30, 2023 and December 31, 2022, the Company owed Mr. Boehmer, $2,000 and $4,500, respectively, for accrued director fees. In addition, the Company owes Mr. Boehmer $0 and $7,000, for consulting services as of June 30, 2023 and December 31, 2022.

 

Bart Fisher, Director

 

On February 23, 2023. Mr. Fisher was granted 500,000 shares of common stock. The shares were valued at $0.122, the closing stock price on the date of grant, for total non-cash stock compensation of $61,000.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

Daniel Bates, CEO

On February 21, 2021, the Company amended the employment agreement with Daniel Bates, CEO. The amendment extended the term of his agreement from three years commencing May 27, 2020, to expire on May 27, 2025.

 

On December 14, 2022, the Company granted Mr. Bates, 10,000,000 shares of common stock for services. The shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $350,000.

 

As of December 31, 2022 and 2021, the Company owed Mr. Bates, $220,000 and $90,000, respectively, for accrued compensation.

 

Mr. Bates, loaned the Company $100 to be used to open the Company’s bank account and such amount was repaid on May 26, 2022.

 

In addition, the Company issued to Mr. Bates three separate promissory notes, 1) on August 1, 2022, for $1,000, 2) on September 15, 2022, for $35,040, and 3) on October 6, 2022, for $1,000. The notes bear interest at 8% and are due on demand. As of December 31, 2022, the Company repaid $20,000, for a balance due of principal and interest of $26,040 and $977.

 

Rachel Boulds, CFO

The Company entered into a consulting agreement with Rachel Boulds, effective as of May 1, 2021, to serve as part-time Chief Financial Officer for compensation of $5,000 per month. On February 22, 2021, Ms. Boulds was granted 500,000 shares of Common Stock for her services. The shares were valued at $0.206, the closing stock price on the date of grant, for total non-cash expense of $102,950. On December 14, 2022, Ms. Boulds was granted 2,000,000 shares of Common Stock for her services. The shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $70,000. As of December 31, 2022, the Company owes Ms. Boulds $25,000 for accrued compensation.

 

Daniel Harris, Chief Revenue Officer

During the year ended December 31, 2022, Mr. Harris was issued 2,708,340 shares of common stock for services. The shares were valued at the closing stock price on the date of grant, for total non-cash expense of $96,042. As of December 31, 2022 and 2021, the Company owed Mr. Harris, $37,500 and $0, respectively, for accrued compensation.

 

John Owen

We entered into a consulting agreement with John Owen, effective as of July 1, 2021, (“Owen Consulting Agreement”) to serve as our Chief Operating Officer. Mr. Owen’s compensation is $12,500 per month. On December 16, 2021, we granted 500,000 shares of Common Stock to Mr. Owen for his services. The shares were valued at $0.028, the closing stock price on the date of grant, for total non-cash expense of $14,000. Mr. Owen’s consulting agreement and his role as Chief Operating Officer were terminated effective as of November 21, 2022. Per the terms of the separation agreement with Mr. Owen, the Company acknowledges past due salary of $62,500. The Company made an initial payment of $2,500 and agreed to pay $5,000 a month beginning in January 2023.

 

Chris Percy, a former Director

As of December 31, 2022 and 2021, the Company owed Chris Percy, a former Director, $96,250 and $158,500, respectively, for accrued compensation.

 

Erfran Ibrahim, former CTO

On February 1, 2021, the Company granted 20,000 shares of Common Stock to Mr. Ibrahim for services. The shares were valued at $0.14, the closing stock price on the date of grant, for total non-cash expense of $2,800. On September 30, 2021, the Company granted 160,000 shares of Common Stock to Mr. Ibrahim for services. The shares were valued at $0.10, the closing stock price on the date of grant, for total non-cash expense of $14,930. As of December 31, 2022, the shares have not yet been issued by the transfer agent and are disclosed as Common Stock to be issued.

 

As of December 31, 2022 and 2021, the Company owed Mr. Ibrahim, $60,000 and $60,000, respectively, for accrued compensation.

 

Michael Dorsey, Director

On December 16, 2021, the Company granted Michael Dorsey, Director, 500,000 shares of Common Stock. The shares were valued at $0.028, the closing stock price on the date of grant, for total non-cash expense of $14,000. On December 14, 2022, the Company granted Mr. Dorsey, Director, 2,000,000 shares of Common Stock. The shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $70,000. As of December 31, 2022 and 2021, the Company owed Mr. Dorsey, $9,000 and $0, respectively, for accrued director fees.

 

Greg Boehmer, Director

On December 14, 2022, the Company granted Greg Boehmer, Director, 2,000,000 shares of Common Stock. The shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $70,000. As of December 31, 2022 and 2021, the Company owed Mr. Boehmer, $4,500 and $0, respectively, for accrued director fees. In addition, the Company owes Mr. Boehmer $7,000, for consulting services.

 
XML 49 R15.htm IDEA: XBRL DOCUMENT v3.23.3
COMMON STOCK
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Common Stock    
COMMON STOCK

NOTE 9 – COMMON STOCK

 

The Company has entered into three consulting agreements that required the issuance of a total of 31,251 shares of common stock per month through May 2023. For the six months ended June 30, 2023, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $9,172. As of June 30, 2023, the shares due have not been issued by the transfer agent and are included in common stock to be issued.

 

The Company has entered into a consulting agreement that requires the issuance of 5,000 shares of common stock per month beginning February 2022. For the six months ended June 30, 2023, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $1,537. As of June 30, 2023, the shares due have not been issued by the transfer agent and are included in common stock to be issued.

 

In addition to the monthly shares granted the Company also granted the following:

 

On January 26, 2023, the Company issued a total of 10,500,000 shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant to the Signed Securities Purchase Agreements on January 26, 2023, for total cash proceeds of $210,000. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance.

 

On January 30, 2023, the Company granted 1,000,000 shares of common stock for services. The shares were valued at $0.063, the closing stock price on the date of grant, for total non-cash compensation expense of $62,800.

 

On February 16, 2023, the Board of Directors approved a special dividend of five shares of the Company's common stock for every one hundred shares of common stock issued and outstanding (the "Dividend"). The record date for the Dividend is February 27, 2023, and the payment date is March 13, 2023. The shares were valued at $0.068, for a total value of $1,483,528, which has been debited to the accumulated deficit.

 

On February 21, 2023, Silverback Capital Corporation, fully converted its note dated March 31, 2022, with principal and interest of $360,000 and $25,723, respectively, into 19,286,137 shares of common stock.

 

On February 22, 2023, the Company issued 6,250,000 shares of common stock and warrants to purchase up to 6,250,000 additional shares of common stock, to an individual pursuant to the Signed Securities Purchase Agreement, for total cash proceeds of $125,000. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance.

 

On February 23, 2023, the Company granted 600,000 shares of common stock for services. The shares were valued at $0.122, the closing stock price on the date of grant, for total non-cash compensation expense of $73,200.

 

On March 7, 2023, the Company granted 850,000 shares of common stock for services. The shares were valued at $0.068, the closing stock price on the date of grant, for total non-cash compensation expense of $57,375.

 

On March 17, 2023, the Company granted 3,000,000 shares of common stock for services. The shares were valued at $0.065, the closing stock price on the date of grant, for total non-cash compensation expense of $194,400.

 

Refer to Note 8 for shares issued to related parties.

 

NOTE 8 – COMMON STOCK

 

The Company amended its Articles of Incorporation, effective June 29, 2021, to increase its authorized shares of common stock to 2,000,000,000.

 

During the year ended December 31, 2021, the Company issued 7,250,000 shares of common stock for services, for total non-cash compensation expense of $757,240.

 

During the year ended December 31, 2021, the Company granted 1,391,688 shares of common stock for services, for total non-cash compensation expense of $169,140. These shares have not yet been issued as of December 31, 2021 and are included in common stock to be issued.

 

During the year ended December 31, 2021, the Company sold 162,200,000 shares of common stock for total cash proceeds of $3,244,000. The shares were sold at $0.02, pursuant to the Company’s Regulation A Offering Statement qualified on June 21, 2021.

 

During the year ended December 31, 2021, the Company issued 41,701,860 shares of common stock for conversion of approximately $1,231,461 of debt.

 

The Company has entered into two consulting agreements that require the issuance of 20,834 shares of common stock per month through May 2023. During Q1 2022, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $1,771. During Q2 2022, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $2,246. During Q3 2022, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $1,085. During Q4 2022, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $860. On December 14, 2022, the Company issued all shares due as well as an additional 2,000,000 shares each. The additional shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $140,000.

 

The Company has entered into a consulting agreement that requires $3,000 per month be paid with shares of common based on the closing stock price of the applicable date each month. During Q1 2022, the Company issued 525,016 shares of common stock that were granted and accounted for in the prior period pursuant to the terms of this agreement. For Q1 2022, there are 292,861 shares of common stock due. For Q2 2022, there are approximately 306,000 shares of common stock due. For Q3 2022, there are approximately 553,000 shares of common stock due. As of December 31, 2022, not all shares due have not been issued by the transfer agent. $18,000 is included in common stock to be issued.

 

The Company has entered into a consulting agreement that require the issuance of 5,000 shares of common stock per month beginning February 2022. As of December 31, 2022, 555,000 shares were issued for total non-cash compensation expense of $1,793.

 

In addition to the monthly shares granted the Company also granted the following:

 

During Q1 2022, the Company granted 1,000,000 shares of common stock for services, for total non-cash compensation expense of $30,800.

 

On April 1, 2022, the Company sold 30,000,000 shares of common stock to Silverback for total proceeds of $600,000.

 

During Q2 2022, the Company issued 5,000,000 shares of common stock for services. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $148,800.

 

During Q3 2022, the Company issued 5,000,000 shares of common stock for services. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $82,500.

 

During Q3 2022, the Company granted 2,500,000 shares of common stock pursuant to the terms of a new joint venture agreement. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $35,500.

 

During Q4 2022, the Company issued 3,238,000 shares of common stock, that had been granted and accounted for in common stock to be issued in prior years.

 

During Q4 2022, the Company issued 21,600,000 shares of common stock for services. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $664,200.

 

Refer to Note 7 for shares issued to related parties.

 
XML 50 R16.htm IDEA: XBRL DOCUMENT v3.23.3
PREFERRED STOCK
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Equity [Abstract]    
PREFERRED STOCK

NOTE 10 – PREFERRED STOCK

 

The Company is authorized to issue 10,000,000 shares of Preferred Stock at $0.001 par value per share with the following designations.

 

Series A Redeemable Preferred Stock

 

On September 21, 2020, the Company created a series of Preferred Stock designating 2,000,000 shares as Series A Redeemable Preferred Stock ranks senior to the Company’s Common Stock upon the liquidation, dissolution or winding up of the Company. The Series A Preferred Stock does not bear a dividend or have voting rights and is not convertible into shares of our Common Stock.

 

Series B Preferred Stock

 

On December 14, 2020, the Company designated 2,000,000 shares of its authorized preferred stock as Series B Convertible, Non-voting Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock does not bear a dividend or have voting rights. The Series B Preferred Stock automatically converted into shares of common stock on January 1, 2023, at the rate of 10 shares of common stock for each share of Series B Preferred Stock; however, due to an ongoing dispute with certain holders of the Series B Preferred Stock, which is expected to be resolved through binding arbitration in December 2023, such conversion has not been effectuated as of the date hereof. Holders of our Series B Preferred Stock have anti-dilution rights protecting their interests in the Company from the issuance of any additional shares of capital stock for a two year period following conversion of the Series B Preferred Stock calculated at the rate of 20% on a fully diluted basis.

 

On December 17, 2020, the Company entered into a three-year consulting agreement with Leonard Tucker LLC. Per the terms of the agreement, Leonard Tucker LLC received 2,000,000 shares of Series B Preferred Stock for services provided, which shares of Series B Preferred Stock is to be classified as mezzanine equity until they are fully issued.

 

Series C Preferred Stock

 

On February 19, 2021, the Company amended its Articles of Incorporation whereby 2,000,000 shares of preferred stock were designated Series C Convertible Preferred Stock. The holders of the Series C Convertible Preferred Stock are entitled to 100 votes and shall vote together with the holders of common stock. Each share of the Series C Convertible Preferred Stock automatically converted into ten shares of common stock on January 1, 2023; however, such conversion has not been effectuated as of the date hereof.

 

NOTE 9 – PREFERRED STOCK

 

The Company is authorized to issue 10,000,000 shares of Preferred Stock at $0.001 par value per share with the following designations.

 

Series A Redeemable Preferred Stock

On September 21, 2020, the Company created a series of Preferred Stock designating 2,000,000 shares as Series A Redeemable Preferred Stock ranks senior to the Company’s Common Stock upon the liquidation, dissolution or winding up of the Company. The Series A Preferred Stock does not bear a dividend or have voting rights and is not convertible into shares of our Common Stock.

 

Series B Preferred Stock

On December 14, 2020, the Company designated 2,000,000 shares of its authorized preferred stock as Series B convertible, non-voting preferred Stock. The Series B Preferred Stock does not bear a dividend or have voting rights. The Series B Preferred Stock will automatically be converted on January 1, 2023 into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. Holders of our Series B Preferred Stock have anti-dilution rights protecting their interests in the Company from the issuance of any additional shares of capital stock for a two year period following conversion of the Preferred Stock calculated at the rate of 20% on a fully diluted basis.

 

On December 17, 2020, the Company entered into a three-year consulting agreement with Leonard Tucker LLC. Per the terms of the agreement, Leonard Tucker LLC received 2,000,000 shares of Series B Preferred Stock for services provided. The preferred stock to be issued are classified as mezzanine equity until they are fully issued.

 

Series C Preferred Stock

On February 19, 2021, the Company amended its Articles of Incorporation whereby 2,000,000 shares of preferred stock were designated Series C Convertible Preferred Stock. The holders of the Series C preferred stock are entitled to 100 votes and shall vote together with the holders of common stock. Each share of the Series C preferred stock is convertible in ten shares of common stock.

 
XML 51 R17.htm IDEA: XBRL DOCUMENT v3.23.3
WARRANTS
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Warrants    
WARRANTS

NOTE 11 – WARRANTS

 

On October 6, 2022, the Company issued warrants to purchase up to 40,000 shares of common stock in conjunction with the issuance of a note payable. The warrants are exercisable for 3 years with an exercise price of $0.01. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity.

 

January 26, 2023, the Company issued a total of 10,500,000 shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant to a Securities Purchase Agreement signed on January 26, 2023, for total cash proceeds of $210,000. The warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expire three years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $134,836, which has been accounted for in additional paid in capital.

 

On February 17, 2023, the investor under that certain Securities Purchase Agreement (the “February Purchase Agreement”) purchased a senior convertible promissory note in the original principal amount of $2,500,000 and a warrant to purchase 29,424,850 shares of the Company’s common stock (the “February Warrant”). The February Warrant is exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expires five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $1,381,489 which has been accounted for in additional paid in capital.

 

On February 22, 2023, the Company entered into and closed on those certain Securities Purchase Agreements with five (5) investors (the “Reg. D Investors”), pursuant to which the Company issued 6,250,000 shares of common stock and warrants to purchase up to 6,250,000 additional shares of common stock (the “Reg. D Warrants”) for total cash proceeds of $125,000. The Reg. D Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $193,063 which has been accounted for in additional paid in capital.

 

Pursuant to the February Purchase Agreement, on April 10, 2023, the Company issued a senior convertible promissory note in the original principal amount of $1,500,000 and warrants to purchase 17,660,911 shares of the Company’s common stock (the “April Warrants”). The April Warrants are exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expire five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $587,384 which has been accounted for in additional paid in capital.

 

On May 26, 2023, the Company entered into that certain Securities Purchase Agreement (the “May Purchase Agreement”) with certain institutional investors (the “May Investors”), pursuant to which the May Investors purchased senior convertible promissory notes in the aggregate original principal amount of $1,714,285.71 and warrants to purchase 44,069,041 shares of the Company’s common stock (the “May Warrants”). The May Warrants are exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expire five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $760,980 which has been accounted for in additional paid in capital.

 

 

    Number of
Warrants		     Weighted
Average
Exercise
Price		     Weighted Average
Remaining Contract Term		   Intrinsic Value
Outstanding, December 31, 2021     —       —       —      
Issued     9,040,000     $ 0.02       2.49      
Cancelled     —     $ —       —      
Exercised     —     $ —       —      
Outstanding, December 31, 2022     9,040,000     $ 0.02       2.25      
Issued     107,904,802     $ 0.04      

4.46

      
Cancelled     —     $ —       —      
Exercised     —     $ —       —      
Outstanding, June 30, 2023     116,944,802     $ 0.037       4.25   $ 345,500

 

 

NOTE 10 – WARRANTS

 

On October 6, 2022, the Company issued warrants to purchase up to 40,000 shares of common stock in conjunction with the issuance of a note payable. The warrants are exercisable for 3 years with an exercise price of $0.01. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity.

 

Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $593, accounted for in additional paid in capital.

 

The Black Scholes pricing model was used to estimate the fair value of the warrants issued to purchase up to 40,000 shares of common stock with the following inputs:

 Fair value of the warrants issued

Common Stock available to purchase   40,000 
Share price  $0.0163 
Exercise Price  $0.01 
Term   3 years 
Volatility   184.74%
Risk Free Interest Rate   4.45%
Dividend rate   —   
Intrinsic value  $1,996 

 

On March 31, 2022, the Company issued warrants to purchase up to 9,000,000 shares of common stock to Silverback Capital Corporation in conjunction with convertible debt (Note 6). The warrants are exercisable for 3 years at a 25% premium to a Qualified Offering price. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity.

 

Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $195,482 , accounted for in additional paid in capital.

 

The Black Scholes pricing model was used to estimate the fair value of the warrants issued to purchase up to 9,000,000 shares of common stock with the following inputs:

Fair value of the warrants issued one

Common Stock available to purchase   9,000,000 
Share price  $0.0512 
Exercise Price  $0.025 
Term   3 years 
Volatility   185.23%
Risk Free Interest Rate   2.45%
Dividend rate   —   
Intrinsic value  $316,096 

 
XML 52 R18.htm IDEA: XBRL DOCUMENT v3.23.3
COMMITMENTS AND CONTINGENCIES
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
COMMITMENTS AND CONTINGENCIES

NOTE 12 – COMMITMENTS AND CONTINGENCIES

 

Project Finance Arrangement

 

On November 4, 2022, the Company entered into a consulting agreement (the “Agreement”) with Edge Management, LLC (“Edge”), a services firm based in New York City. Under the Agreement, Edge will assist us to develop, structure and implement project finance strategies (“Project Finance”) for our clean energy installations around the world. Financing strategies will be in amounts and upon terms acceptable to us, and may include, without limitation, common and preferred equity financing, mezzanine and other junior debt financing, and/or senior debt financing, including but not limited to one or more bond offerings (“Project Financing(s)”). Under the Agreement, Edge is engaged as our exclusive representative for Project Financing matters. Edge is entitled to receive a cash payment for any Project Financing involving as follows: 5% of the gross amount of the funding facilities (up to $500 million) of all forms approved by the lender (“Lender”) introduced by Edge and or its affiliates and accepted by the Company on closing (“Closing”), 4% of the gross amount of the funding facilities (for the tranche of funding ranging from $500,000,001 to $1,000,000,000) approved by the Lender introduced by Edge and or its affiliates and accepted by the Company on Closing, and 3% of the subsequent gross amount ($1,000,000,001 and greater) of the funding facilities of all forms approved by the Lender introduced by Edge and/or its affiliates and accepted by the Company on Closing. In addition to the cash consulting fee, Edge shall be issued cashless, five-year warrants equal to: 2% (at a strike price to be mutually determined by the Parties for the first tranche of funding, up to $500 million), 1% (at a strike price to be mutually determined by the Parties for the tranche of funding ranging from $500,000,001 to $1,000,000,000), and 1% (at a strike price to be mutually determined by the Parties for any and all subsequent Debt Funding ($1,000,000,001 and greater)) of the outstanding common and preferred shares, warrants, options, and other forms of participation in the our Company on Closing.. The Agreement has an initial term of one (1) year and is cancellable by either party on ninety (90) days written notice. There is no guarantee that Edge will be successful in helping us obtain Project Financing.

 

Legal Proceedings

 

Presently, except as described below, there are not any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

On January 30, 2023, Leonard Tucker, LLC (“Tucker”), one of the holders of the Company’s Series B Convertible Non-Voting Preferred Stock (the “Series B Preferred Stock”) filed an action against the Company (the “Tucker Litigation”) in the Second Judicial District Court of the State of Nevada (Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific performance and declaratory relief (the “Tucker Complaint”). The Tucker Litigation arises from the 3-year Consulting Agreement the Company entered into with Tucker on December 17, 2020 (the “Tucker Agreement”), whereby Tucker agreed to perform certain strategic and business development services to the Company in exchange for 2,000,000 shares of Series B Preferred Stock and a consulting fee of $20,000 per month.

 

The 2,000,000 shares of Series B Preferred Stock automatically converted into 20,000,000 shares of the Company’s common stock (the “Common Stock”) on January 1, 2023. However, the Company’s Transfer Agent was instructed to not issue the shares of Common Stock because of the ongoing dispute between the Company and Tucker regarding Tucker’s ability to perform under the Tucker Agreement due to the action filed by the United States Securities and Exchange Commission against Profile Solutions, Inc., Dan Oran and Tucker on September 9, 2022 in the United States District Court Southern District of Florida (Case No. 1:22-cv-22881) alleging, among other things, that Tucker violated Section 17(a)(1) and 17(a)(3) of the Securities Act of 1933 and aided and abetted violations of Section 10(b) and Rule 10-b5.

 

Tucker is seeking, among other things, that the Company issue the shares of Common Stock issuable upon conversion of the Series B Preferred Stock pursuant to the Tucker Agreement. The Company is contesting all of the allegations set forth in the Tucker Complaint.

 

Pursuant to the terms of the Tucker Agreement, the Company expects to have the Tucker Litigation resolved through binding arbitration in December 2023.

 

Non-Related Party Consulting Agreements  

 

The following is a summary of compensation related to consulting agreements in 2023.

 Schedule of Share-Based Payment

        Stock Compensation        
Consultant   Current Contract Date   # Shares   Value   2023 Compensation   Owed as of
6/30/2023
John Shaw   3/1/2021   —   $ —   $ 30,000   $ 25,000
Chris Galazzi   5/2/2021   31,251   $ 1,995   $ 45,000   $ 30,000
Venkat Kumar Tangirala   1/1/2022   —   $ —   $ 30,000   $ 55,000
Alpen Group LLC   1/1/2022   15,000   $ 950   $ 15,000   $ 35,000
Strategic Innovations   1/1/2023   —     —   $ 30,000   $ —
Fraxon Marketing   3/15/2023   —     —   $ 60,000   $ 10,000

 

 

NOTE 10 – COMMITMENTS AND CONTINGENCIES

 

Project Finance Arrangement

 

On November 4, 2022, the Company entered into a consulting agreement (the “Agreement”) with Edge Management, LLC (“Edge”), a services firm based in New York City. Under the Agreement, Edge will assist us to develop, structure and implement project finance strategies (“Project Finance”) for our clean energy installations around the world. Financing strategies will be in amounts and upon terms acceptable to us, and may include, without limitation, common and preferred equity financing, mezzanine and other junior debt financing, and/or senior debt financing, including but not limited to one or more bond offerings (“Project Financing(s)”). Under the Agreement, Edge is engaged as our exclusive representative for Project Financing matters. Edge is entitled to receive a cash payment for any Project Financing involving as follows: 5% of the gross amount of the funding facilities (up to $500 million) of all forms approved by the lender (“Lender”) introduced by Edge and or its affiliates and accepted by the Company on closing (“Closing”), 4% of the gross amount of the funding facilities (for the tranche of funding ranging from $500,000,001 to $1,000,000,000) approved by the Lender introduced by Edge and or its affiliates and accepted by the Company on Closing, and 3% of the subsequent gross amount ($1,000,000,001 and greater) of the funding facilities of all forms approved by the Lender introduced by Edge and/or its affiliates and accepted by the Company on Closing. In addition to the cash consulting fee, Edge shall be issued cashless, five-year warrants equal to: 2% (at a strike price to be mutually determined by the Parties for the first tranche of funding, up to $500 million), 1% (at a strike price to be mutually determined by the Parties for the tranche of funding ranging from $500,000,001 to $1,000,000,000), and 1% (at a strike price to be mutually determined by the Parties for any and all subsequent Debt Funding ($1,000,000,001 and greater)) of the outstanding common and preferred shares, warrants, options, and other forms of participation in the our Company on Closing.. The Agreement has an initial term of one (1) year and is cancellable by either party on ninety (90) days written notice. There is no guarantee that Edge will be successful in helping us obtain Project Financing.

 

 

Legal Proceedings

 

Presently, except as descried below, there are not any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

On September 16, 2022, the Company filed action against Christopher Percy (“Percy”) in the Eighth Judicial District of Nevada (Case No. A-22-858543-B) for breach of fiduciary duty, fraud, conversion, business disparagement, declaratory relief, and injunctive relief. This case arose out of a control dispute regarding certain actions taken by Percy while an officer and director of the Company in July 2022. The Nevada State Court granted the Company a temporary restraining order against Percy and granted the Company’s request for a preliminary injunction on November 2, 2022. Thereafter, Percy removed the case to the United States District of Nevada (Case No. 2:22-cv-01862-ART-NJK). The Company filed a motion to remand to state court on November 22, 2022 which is pending with the federal court. In December 2022, the federal court entered a preliminary injunction in favor of the Company, and ordered, in relevant part, that that Percy not take any action on behalf of the Company, unless said action is expressly authorized by the Board pursuant to the procedures set forth in the Company’s bylaws, and restored control the Company’s board. On December 1, 2022, Percy filed counterclaims against the Company for breach of contract, wrongful termination, breach of implied covenant of good faith and fair dealing, unjust enrichment, and indemnification. Percy also filed third-party claims against the Company’s CEO and director, Daniel Bates (“Bates”), for breach of fiduciary duty, equitable indemnity, and contribution. On December 22, 2022, the Company filed a partial motion to dismiss Percy’s counterclaims for indemnification and wrongful termination, which is pending with the federal court. On February 1, 2023, Bates filed a motion to dismiss all of Percy’s third-party claims, which is pending with the federal court.

 

On January 30, 2023, Leonard Tucker, LLC (“Tucker”), one of the holders of the Company’s Series B Convertible Non-Voting Preferred Stock (the “Series B Preferred Stock”) filed an action against the Company in the Second Judicial District Court of the State of Nevada (Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific performance and declaratory relief (the “Tucker Complaint”). This matter arises from the 3-year Consulting Agreement the Company entered into with Tucker on December 17, 2020 (the “Tucker Agreement”), whereby Tucker agreed to perform certain strategic and business development services to the Company in exchange for 2,000,000 shares of Series B Preferred Stock and a consulting fee of $20,000 per month. The 2,000,000 shares of Series B Preferred Stock automatically converted into 20,000,000 shares of Common Stock on January 1, 2023.

 

However the Company’s Transfer Agent was instructed to not issue the shares of Common Stock due to an ongoing dispute between the Company and Tucker regarding Tucker’s ability to perform the services under the Consulting Agreement due to the action filed by the United States Securities and Exchange Commission against Profile Solutions, Inc., Dan Oran and Leonard M. Tucker on September 9, 2022 in the United States District Court Southern District of Florida (Case No. 1:22-cv-22881) alleging, among other things, that Leonard Tucker violated Section 17(a)(1) and 17(a)(3) of the Securities Act of 1933 and aided and abetted violations of Section 10(b) and Rule 10-b5.

 

Pursuant to the Tucker Complaint, Tucker is seeking, among other things, that the Company issue the shares of Common Stock due pursuant to the Tucker Agreement. The Company is contesting all of the allegations set forth in the Tucker Complaint.

 

 

Non-Related Party Consulting Agreements 

 

The following is a summary of compensation related to consulting agreements in 2022.

 Schedule of Share-Based Payment

        Stock Compensation        
Consultant   Original Contract Date   # Shares   Value   2022 Cash Compensation   Owed as of 12/31/2022
Leonard Tucker LLC   12/17/2020   —   $ —   $ 140,000   $ 20,000
John Shaw   3/1/2021   500,000   $ 17,500   $ 60,000   $ 25,000
Strategic Innovations First, Inc   4/1/2022   817,877   $ 27,000   $ 31,500   $ 17,500
Chris Galazzi   5/2/2021   2,208,340   $ 73,446   $ 90,000   $ 37,500
Venkat Kumar Tangirala   1/1/2022   2,000,000   $ 70,000   $ 100,000   $ 75,000
Alpen Group LLC   1/1/2022   555,000   $ 19,292   $ 60,000   $ 40,000

 

Leonard Tucker LLC and Strategic innovations contracts have expired in 2022. All other consulting contracts continue to be active into 2023.

 
XML 53 R19.htm IDEA: XBRL DOCUMENT v3.23.3
DISCONTINUED OPERATIONS
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]    
DISCONTINUED OPERATIONS

NOTE 13 - DISCONTINUED OPERATIONS

 

In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the liabilities of the discontinued operations in the consolidated balance sheets. The liabilities have been reflected as discontinued operations in the consolidated balance sheets as of June 30, 2023 and December 31, 2022, and consist of the following:

 

 

   June 30, 2023  December 31, 2022
Current Liabilities of Discontinued Operations:          
Accounts payable  $49,159   $49,159 
Accrued expenses   6,923    6,923 
Loans payable   11,011    11,011 
Total Current Liabilities of Discontinued Operations:  $67,093   $67,093 

 

NOTE 12 - DISCONTINUED OPERATIONS

 

In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the liabilities of the discontinued operations in the consolidated balance sheets. The liabilities have been reflected as discontinued operations in the consolidated balance sheets as of December 31, 2022 and 2021, and consist of the following:

 

   December 31, 2022  December 31, 2021
Current Liabilities of Discontinued Operations:          
Accounts payable  $49,159   $49,159 
Accrued expenses   6,923    6,923 
Loans payable   11,011    11,011 
Total Current Liabilities of Discontinued Operations:  $67,093   $67,093 

 
XML 54 R20.htm IDEA: XBRL DOCUMENT v3.23.3
SUBSEQUENT EVENTS
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Subsequent Events [Abstract]    
SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date of this Quarterly Report on Form 10-Q and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

 

On July 3, 2023, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) by and between the Company, Christopher Percy and Daniel Bates, whereby the parties agreed to a global settlement to a lawsuit filed by the Company against Mr. Percy in September 2022 in Clark County, Nevada in the Eighth Judicial District Court (Case No: A-22-85843-B), with the case being subsequently removed to the United States District Court, District of Nevada (2:22-cv-01862-ART-NJK). Thereafter, Mr. Percy counterclaimed against the Company and brought third-party claims against Mr. Bates (the “ Percy Litigation”). Pursuant to the Settlement Agreement, none of the parties admitted to fault or liability, Mr. Percy agreed to pay $150,000 to the Company (the “Percy Payment”) and, within ten (10) business days of the Percy Payment being received, Mr. Bates agreed to remit $25,000 to Mr. Percy (the “Bates Payment”). In addition, the parties agreed to work together to promptly release the $5,000 Temporary Restraining Order/Preliminary Injunction bond currently deposited with the Clerk of the Court for the Eighth Judicial District Court, Clark County, Nevada. Once released, said bond shall be remitted to Mr. Percy. In addition, pursuant to the Settlement Agreement, the Company agreed to, within ten (10) days of the effective date, instruct its transfer agent to (i) issue 1,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) to Mr. Percy, (ii) restore and/or reissue to Mr. Percy the 3,000,000 shares of Common Stock that was previously cancelled by the Company and (iii) withdraw its stop-transfer demand current in place with respect to 4,200,000 shares of Common Stock owned by Mr. Percy (collectively, the “Percy Shares”). Mr. Percy agreed to not sell, on any given trading day, the Percy Shares in an amount that exceeds more than 10% of the daily trading volume of the Common Stock, with such trading volume determined by the trading platform upon which the Common Stock is then traded. As consideration for entering into the Settlement Agreement, the parties agreed to a customary mutual release of claims. Within five (5) business dates of the Bates Payment being remitted, the parties agreed to submit a joint stipulation to the United States District Court, District of Nevada, dismissing all claims, crossclaims, counterclaims, and/or third-party claims in the Litigation, with prejudice.

 

On July 7, 2023, Walleye Opportunities Master Fund Ltd, converted $532,500 of the promissory notes it purchased pursuant to the February Purchase Agreement into 25,000,000 shares of common stock. 

 

On July 6, 2023, the Company issued Brad Listermann 430,000 shares of common stock. The shares were issued per the terms of a Settlement Agreement effective June 13, 2023.

On July 24, 2023, the Company issued 6,000,000 shares of common stock for services.

On July 24, 2023, the Company issued 5,725,000 shares of common stock for conversion of a loan payable in the amount $114,500.

 

 

On July 31, 2023 (the “August Note Original Issue Date”), the Company entered into a securities purchase agreement (the “August Purchase Agreement”) with an accredited investor (the “August Investor”), pursuant to which the August Investor purchased a senior convertible promissory note in the original principal amount of $500,000 (the “August Note”). In addition, as an additional inducement to the August Investor for purchasing the August Note, the Company issued 21,000,000 shares of its common stock to the August Investor at the closing. These shares are being valued at the closing stock price on the date of grant with the relative fair value accounted for as a debt discount. The transactions contemplated under the August Purchase Agreement closed on August 4, 2023.

 

The August Note matures on July 31, 2024 and bears interest at a rate of 10% per annum (the “Guaranteed Interest”), carries an original issue discount of 15% and has a conversion price of 90% per share of the lowest VWAP during the 20 trading day period before the conversion. The Company may prepay any portion of the outstanding principal amount and the guaranteed interest at any time and from time to time, without penalty or premium, provided that any such prepayment will be applied first to any unpaid collection costs, then to any unpaid fees, then to any unpaid Default Rate interest (as defined in the August Note), and any remaining amount shall be applied first to any unpaid guaranteed interest, and then to any unpaid principal amount.

 

The August Investor was granted a right of first refusal as the exclusive party with respect to any Equity Line of Credit transaction or financing (an “Additional Financing”) that the Company enters into during the 24-month period after the August Note Original Issue Date. In the event the Company enters into an Additional Financing, the Company must provide notice to the August Investor not less than 10 trading days in advance of the proposed entry. If the August Investor accepts all usual and customary terms set forth in the Additional Financing notice, the August Investor must, within 20 trading days of receipt of the notice, prepare all relevant documents in respect thereof for execution and delivery by the Company, provided, however, that the Company’s outside counsel must prepare the relevant registration statement to be filed with the United States Securities and Exchange Commission no later than 45 days after the Company receives the documents.

 

The August Note sets forth certain standard events of default (each such event, an “August Note Event of Default”), which, upon such August Note Event of Default, the principal amount and the guaranteed interest then outstanding under the August Note becomes convertible into shares of the Company’s common stock pursuant to a notice provided by the August Investor to the Company. At any time after the occurrence of an August Note Event of Default, the outstanding principal amount and the outstanding guaranteed interest then outstanding on the August Note, plus accrued but unpaid Default Rate (as defined in the August Note) interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become immediately due and payable at the August Investor’s option, in cash or in shares of the Company’s common stock at 120% of the outstanding principal amount of the August Note and accrued and unpaid interest, plus other amounts, costs, expenses and liquidated damages due in respect of the August Note.

NOTE 13 – SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

 

On January 18, 2023, the Company appointed Bart Fisher as an independent member of the Board of Directors.

 

January 26, 2023, the Company issued a total of 10,500,000 shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant to the Signed Securities Purchase Agreements on January 26, 2023, for total cash proceeds of $210,000. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance.

 

On February 16, 2023, the Board of Directors approved a special dividend of five shares of the Company's common stock for every one hundred shares of common stock issued and outstanding (the "Dividend"). The record date for the Dividend is February 27, 2023, and the payment date is March 13, 2023.

 

On February 17, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a Schedule of Buyers. The Company has authorized a new series of senior convertible notes in the aggregate principal amount of $4,080,000, which Notes shall be convertible into shares of common stock at the lower of (a)120% of the closing price on the day prior to closing, (the “Fixed Conversion Price”) or (b) a 10% discount to the lowest daily volume weighted average price reported by Bloomberg (“VWAP”) of the Common Stock during the 10 trading days prior to the conversion date(collectively, the “Conversion Price”)

 

On February 17, 2023, the initial Investor of the Purchase Agreement purchased a senior convertible promissory note (the “Note”) in the original principal amount of $2,500,000 and a warrant to purchase 29,434,850 shares of the Company’s common stock. The maturity date of the Note is February 21, 2024 (the “Maturity Date”). The Note bears interest at a rate of 5% per annum. The Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the Note. The Warrant is exercisable for shares of the Company’s common stock at a price of $0.845 per share and expires five years from the date of issuance.

 

On February 21, 2023, Silverback Capital Corporation, fully converted its note dated March 31, 2022, with principal and interest of $360,000 and $25,723, respectively, into 19,286,137 shares of common stock.

 

 

On February 22, 2023, the Company issued 6,250,000 shares of common stock and a warrant to purchase up to an additional 6,250,000 shares of common stock, pursuant to a Signed Securities Purchase Agreement, for total cash proceeds of $125,000. The Warrant is exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance.

 

On February 23, 2023, the Company issued 500,000 shares of common stock to Bart Fisher, Director, for services.

 

On February 23, 2023, the Company issued 600,000 shares of common stock to an individual for services.
XML 55 R21.htm IDEA: XBRL DOCUMENT v3.23.3
INCOME TAX
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
INCOME TAX

NOTE 11 – INCOME TAX

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used.

 

Net deferred tax assets consist of the following components as of December 31:

 Schedule of Deferred Tax Assets and Liabilities

   2022  2021
Deferred Tax Assets:          
NOL Carryover  $(3,443,812)  $(2,682,760)
Payroll accrual   134,700    2,000 
Deferred tax liabilities:          
Less valuation allowance   3,309,112    2,680,760 
Net deferred tax assets  $—     $—   

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, due to the following:

Schedule of Components of Income Tax Expense

   2022  2021
Book loss  $(1,277,100)  $(1,111,900)
Other nondeductible expenses   678,700    676,800 
Related party accrual   —      —   
Valuation allowance   598,400    435,100 
   $—     $—   

 

At December 31, 2022, the Company had net operating loss carry forwards of approximately $3,444,000 that may be offset against future taxable income. NOLs from tax years up to 2017 can be carried forward twenty years. Under the CARES Act, the Company can carry forward NOLs indefinitely for NOLs generated in a tax year beginning after 2017, that remain after they are carried back to tax years in the five-year carryback period. No tax benefit has been reported in the December 31, 2022, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016.

 

 
XML 56 R22.htm IDEA: XBRL DOCUMENT v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Accounting Policies [Abstract]    
Basis of Presentation

Basis of Presentation

 

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the six month period ending June 30, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended December 31, 2022.

 

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 
Use of Estimates

Use of Estimates

 

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

 

Use of Estimates

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

 
Concentrations of Credit Risk

Concentrations of Credit Risk

 

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).  As of June 30, 2023, the Company had $116,968 of cash in excess of the FDIC’s $250,000 coverage limit.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).
Cash equivalents

Cash equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended June 30, 2023 and December 31, 2022.

 

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended December 31, 2022 and 2021.

 
Principles of Consolidation

Principles of Consolidation

 

The accompanying consolidated financial statements for the quarter ended June 30, 2023, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc., Clean-Seas India Private Limited, Clean-Seas Group, Endless Energy, Inc., EcoCell, Inc., Clean-Seas Arizona, Inc., and our 51% owned subsidiary, Clean-Seas Morocco, LLC. As of June 30, 2023, there was no activity in Clean-Seas Group, Endless Energy or Clean-Seas Arizona.

 

Principles of Consolidation

The accompanying consolidated financial statements for the year ended December 31, 2022, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc and Clean-Seas India Private Limited, Clean-Seas Group, EndlessEnergy, EcoCell, Clean-Seas Arizona and Clean-Seas Morocco. As of December 31, 2022, there was no activity in Clean-Seas Group, EndlessEnergy or Clean-Seas Arizona.

 
Translation Adjustment

Translation Adjustment

 

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

 

Translation Adjustment

For the year ended December 31, 2022, the accounts of the Company’s subsidiary Clean-Seas India Private Limited, are maintained in Rupees. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.

 
Comprehensive Income

Comprehensive Income

 

The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220).  Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income is included in net loss and foreign currency translation adjustments.

 

Comprehensive Income

The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income for the year ended December 31, 2022, is included in net loss and foreign currency translation adjustments.

 
Basic and Diluted Earnings Per Share

Basic and Diluted Earnings Per Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of June 30, 2023, there are warrants to purchase up to 116,944,802 shares of common stock and approximately 153,000,000 dilutive shares of common stock from a convertible notes payable. As of June 30, 2023 and 2022, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock can automatically be converted on January 1, 2023, into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of June 30, 2023 and 2022, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

 

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of Common Stock outstanding and potentially outstanding Common Stock assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2022, there are warrants to purchase up to 9,040,000 shares of common stock and 18,000,000 dilutive shares of common stock from a convertible note payable. As of December 31, 2022 and 2021, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock will automatically be converted on January 1, 2023 into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of December 31, 2022 and 2021, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

 
Stock-based Compensation

Stock-based Compensation

 

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.

 

Stock-based Compensation

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.

 
Goodwill

Goodwill

 

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

 

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

 

  
Derivative Financial Instruments

Derivative Financial Instruments

 

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

 

  
Fair value of financial instruments

Fair value of financial instruments

 

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

 

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

 

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

 

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

 

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

 

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023:

Description   Level 1     Level 2   Level 3  
Derivative    $ —        $ —     $ 2,583,567  
Total   $ —       $ —     $ 2,583,567  

 

Fair value of financial instruments

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

 

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

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

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

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

 
Revenue Recognition

Revenue Recognition

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

As of June 30, 2023, our operations in Morocco had generated $161,297 in revenue, with a gross margin of $127,435 from the sale of commodities (the provision of pyrolysis services and its sale of byproducts). As of June 30, 2023, we did not generate revenue from any other sources.

  

  
Recently issued accounting pronouncements

Recently issued accounting pronouncements

 

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

 

Recently issued accounting pronouncements

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

 
Reclassifications  

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2022.

 
Investments  

Investments 

The Company follows ASC subtopic 321-10, Investments-Equity Securities which requires the accounting for an equity security to be measured at fair value with changes in unrealized gains and losses included in current period operations. Where an equity security is without a readily determinable fair value, the Company may elect to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes. As of December 31, 2021, the Company determined that its investment in 100Bio was fully impaired; therefore, the investment was written down to $0 and a $150,000 loss on investment was recognized.

 

 
Income Taxes  

Income Taxes

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.

 

 

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2022, and 2021, no liability for unrecognized tax benefits was required to be reported.

 
XML 57 R23.htm IDEA: XBRL DOCUMENT v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Fair Value Measurements, hierarchy
Description   Level 1     Level 2   Level 3  
Derivative    $ —        $ —     $ 2,583,567  
Total   $ —       $ —     $ 2,583,567  
XML 58 R24.htm IDEA: XBRL DOCUMENT v3.23.3
BUSINESS COMBINATIONS (Tables)
 6 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

 Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Consideration   
Consideration issued  $6,500,000 
Identified assets and liabilities     
Cash   11,093 
Prepaid and other assets   1,186,242 
Accounts receivable   392,611 
Property and equipment, net   1,146,445 
Accounts payable   (238,424)
Accrued Expenses   (767,288)
Loans payable   (789,827)
Lines of credit   (336,948)
Total identified assets and liabilities   603,904 
Excess purchase price allocated to goodwill  $5,896,096 
XML 59 R25.htm IDEA: XBRL DOCUMENT v3.23.3
PROPERTY & EQUIPMENT (Tables)
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Abstract]    
Schedule of Property and Equipment

  Schedule of Property and Equipment

   June 30,
2023		  December 31,
2022
Pyrolysis unit  $185,700   $185,700 
Equipment   55,676    55,676 
Clean-Seas Morocco   1,128,348    —   
Less: accumulated depreciation   —    —   
Property and equipment, net  $1,369,724   $241,376 

 Schedule of Property and Equipment

   December 31,
2022		  December 31,
2021
Pyrolysis unit  $185,700   $150,505 
Equipment   55,676    —   
Less: accumulated depreciation   —      —   
Property and equipment, net  $241,376   $150,505 
XML 60 R26.htm IDEA: XBRL DOCUMENT v3.23.3
CONVERTIBLE NOTES (Tables)
 6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Convertible Debt

 Convertible Debt

Note Holder   Date   Maturity Date   Interest   Balance
December 31,
2022		     Additions     Conversions / Repayments     Balance
June 30, 2023
Silverback Capital Corporation   3/31/2022   3/31/2023     8%    $ 360,000     $ —     $ (360,000)     $ —
Coventry Enterprises, LLC   12/29/2022   11/6/2023     5%     300,000       —       (135,000)       165,000
Walleye Opportunities Fund   2/21/2023   2/21/2024     5%     —       2,500,000       (737,684)       1,762,316
Walleye Opportunities Fund   4/10/2023   4/10/2024     5%     —       1,500,000       —       1,500,000
Walleye Opportunities Fund   5/26/2023   5/26/2024     5%     —       1,714,286       —       1,714,286
Total                 $ 660,000     $ 5,714,286     $ (1,232,684)     $ 5,141,602
Less debt discount                  $ (183,560)               (4,097,677)
Convertible note payable, net                 $ 476,440                     $ 1,043,925
Schedule of Derivative Instruments

Schedule of Derivative Instruments 

    
Balance at December 31, 2022  $— 
Increase to derivative due to new issuances   4,217,944 
Decrease to derivative due to conversions   (498,298)
Decrease to derivative due to mark to market   (1,136,079)
Balance at June 30, 2023  $2,583,567 
Schedule of Derivative Assets at Fair Value

 Schedule of Derivative Assets at Fair Value

Inputs  June 30, 2023  Initial
Valuation
Stock price  $0.0395   $0.0566-0.1075 
Conversion price  $0.0305   $0.0534-0.0591 
Volatility (annual)   181.1%   165.3%-170.53%
Risk-free rate   5.47%   4.7-5.07%
Dividend rate   —      —   
Years to maturity   0.65    .87-1 
XML 61 R27.htm IDEA: XBRL DOCUMENT v3.23.3
WARRANTS (Tables)
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Warrants    
Share-Based Payment Arrangement, Activity

 

    Number of
Warrants		     Weighted
Average
Exercise
Price		     Weighted Average
Remaining Contract Term		   Intrinsic Value
Outstanding, December 31, 2021     —       —       —      
Issued     9,040,000     $ 0.02       2.49      
Cancelled     —     $ —       —      
Exercised     —     $ —       —      
Outstanding, December 31, 2022     9,040,000     $ 0.02       2.25      
Issued     107,904,802     $ 0.04      

4.46

      
Cancelled     —     $ —       —      
Exercised     —     $ —       —      
Outstanding, June 30, 2023     116,944,802     $ 0.037       4.25   $ 345,500
  
Fair value of the warrants issued  

 Fair value of the warrants issued

Common Stock available to purchase   40,000 
Share price  $0.0163 
Exercise Price  $0.01 
Term   3 years 
Volatility   184.74%
Risk Free Interest Rate   4.45%
Dividend rate   —   
Intrinsic value  $1,996 
Fair value of the warrants issued one  

Fair value of the warrants issued one

Common Stock available to purchase   9,000,000 
Share price  $0.0512 
Exercise Price  $0.025 
Term   3 years 
Volatility   185.23%
Risk Free Interest Rate   2.45%
Dividend rate   —   
Intrinsic value  $316,096 
XML 62 R28.htm IDEA: XBRL DOCUMENT v3.23.3
COMMITMENTS AND CONTINGENCIES (Tables)
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
Schedule of Share-Based Payment

 Schedule of Share-Based Payment

        Stock Compensation        
Consultant   Current Contract Date   # Shares   Value   2023 Compensation   Owed as of
6/30/2023
John Shaw   3/1/2021   —   $ —   $ 30,000   $ 25,000
Chris Galazzi   5/2/2021   31,251   $ 1,995   $ 45,000   $ 30,000
Venkat Kumar Tangirala   1/1/2022   —   $ —   $ 30,000   $ 55,000
Alpen Group LLC   1/1/2022   15,000   $ 950   $ 15,000   $ 35,000
Strategic Innovations   1/1/2023   —     —   $ 30,000   $ —
Fraxon Marketing   3/15/2023   —     —   $ 60,000   $ 10,000

 Schedule of Share-Based Payment

        Stock Compensation        
Consultant   Original Contract Date   # Shares   Value   2022 Cash Compensation   Owed as of 12/31/2022
Leonard Tucker LLC   12/17/2020   —   $ —   $ 140,000   $ 20,000
John Shaw   3/1/2021   500,000   $ 17,500   $ 60,000   $ 25,000
Strategic Innovations First, Inc   4/1/2022   817,877   $ 27,000   $ 31,500   $ 17,500
Chris Galazzi   5/2/2021   2,208,340   $ 73,446   $ 90,000   $ 37,500
Venkat Kumar Tangirala   1/1/2022   2,000,000   $ 70,000   $ 100,000   $ 75,000
Alpen Group LLC   1/1/2022   555,000   $ 19,292   $ 60,000   $ 40,000
XML 63 R29.htm IDEA: XBRL DOCUMENT v3.23.3
DISCONTINUED OPERATIONS (Tables)
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]    
Disposal Groups, Including Discontinued Operations

 

   June 30, 2023  December 31, 2022
Current Liabilities of Discontinued Operations:          
Accounts payable  $49,159   $49,159 
Accrued expenses   6,923    6,923 
Loans payable   11,011    11,011 
Total Current Liabilities of Discontinued Operations:  $67,093   $67,093 

 

   December 31, 2022  December 31, 2021
Current Liabilities of Discontinued Operations:          
Accounts payable  $49,159   $49,159 
Accrued expenses   6,923    6,923 
Loans payable   11,011    11,011 
Total Current Liabilities of Discontinued Operations:  $67,093   $67,093 
XML 64 R30.htm IDEA: XBRL DOCUMENT v3.23.3
INCOME TAX (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of Deferred Tax Assets and Liabilities

 Schedule of Deferred Tax Assets and Liabilities

   2022  2021
Deferred Tax Assets:          
NOL Carryover  $(3,443,812)  $(2,682,760)
Payroll accrual   134,700    2,000 
Deferred tax liabilities:          
Less valuation allowance   3,309,112    2,680,760 
Net deferred tax assets  $—     $—   
Schedule of Components of Income Tax Expense

Schedule of Components of Income Tax Expense

   2022  2021
Book loss  $(1,277,100)  $(1,111,900)
Other nondeductible expenses   678,700    676,800 
Related party accrual   —      —   
Valuation allowance   598,400    435,100 
   $—     $—   
XML 65 R31.htm IDEA: XBRL DOCUMENT v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
Jun. 30, 2023
USD ($)
Fair Value, Inputs, Level 2 [Member]  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
Derivative Asset $ 2,583,567
Fair Value, Inputs, Level 1 [Member]  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
Derivative Asset
Derivative [Member]  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
Derivative Asset
Derivative [Member] | Fair Value, Inputs, Level 2 [Member]  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
Derivative Asset
Derivative [Member] | Fair Value, Inputs, Level 3 [Member]  
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]  
Derivative Asset $ 2,583,567
XML 66 R32.htm IDEA: XBRL DOCUMENT v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Accounting Policies [Abstract]    
Cash Acquired in Excess of Payments to Acquire Business $ 116,968  
FDIC Indemnification Asset $ 250,000  
Cash and Cash Equivalents, at Carrying Value   $ 0
XML 67 R33.htm IDEA: XBRL DOCUMENT v3.23.3
GOING CONCERN (Details Narrative) - USD ($)
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Retained Earnings, Appropriated $ 2,989,951 $ 19,078,809
[custom:NetLoss] $ 5,427,614 $ 5,913,724
XML 68 R34.htm IDEA: XBRL DOCUMENT v3.23.3
BUSINESS COMBINATIONS (Details)
Jun. 30, 2023
USD ($)
Business Combination and Asset Acquisition [Abstract]  
Consideration issued $ 6,500,000
Cash 11,093
Prepaid and other assets 1,186,242
Accounts receivable 392,611
Property and equipment, net 1,146,445
Accounts payable (238,424)
Accrued Expenses (767,288)
Loans payable (789,827)
Lines of credit (336,948)
Total identified assets and liabilities 603,904
Excess purchase price allocated to goodwill $ 5,896,096
XML 69 R35.htm IDEA: XBRL DOCUMENT v3.23.3
PROPERTY & EQUIPMENT (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]      
Less: accumulated depreciation  
Property and equipment, net 1,369,724 241,376 $ 150,505
Less: accumulated depreciation  
Pyrolysis Unit [Member]      
Property, Plant and Equipment [Line Items]      
Equipment 185,700 185,700 150,505
Equipment [Member]      
Property, Plant and Equipment [Line Items]      
Equipment 55,676 55,676
Clean Seas Morocco [Member]      
Property, Plant and Equipment [Line Items]      
Equipment $ 1,128,348  
XML 70 R36.htm IDEA: XBRL DOCUMENT v3.23.3
CONVERTIBLE NOTES (Details) - USD ($)
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Additions to Other Assets, Amount $ 5,714,286  
Conversion of Stock, Amount Converted 1,232,684  
[custom:TotalConvertibleNote] 5,141,602 $ 660,000
Conversion of Stock, Amount Converted (1,232,684)  
Amortization of Debt Issuance Costs and Discounts (4,097,677) (183,560)
[custom:ConvertibleNotePayableNet] $ 1,043,925 476,440
Silverback Capital Corporation [Member]    
[custom:NoteStartDate] 3/31/2022  
[custom:MaturityDate] 3/31/2023  
[custom:ConvertibleInterestRate] 8.00%  
[custom:ConvertibleNote] 360,000
Additions to Other Assets, Amount  
Conversion of Stock, Amount Converted (360,000)  
Conversion of Stock, Amount Converted $ 360,000  
Coventry Enterprises L L C [Member]    
[custom:NoteStartDate] 12/29/2022  
[custom:MaturityDate] 11/6/2023  
[custom:ConvertibleInterestRate] 5.00%  
[custom:ConvertibleNote] $ 165,000 300,000
Additions to Other Assets, Amount  
Conversion of Stock, Amount Converted (135,000)  
Conversion of Stock, Amount Converted $ 135,000  
Walleye Opportunities Fund [Member]    
[custom:NoteStartDate] 2/21/2023  
[custom:MaturityDate] 2/21/2024  
[custom:ConvertibleInterestRate] 5.00%  
[custom:ConvertibleNote] $ 1,762,316
Additions to Other Assets, Amount 2,500,000  
Conversion of Stock, Amount Converted (737,684)  
Conversion of Stock, Amount Converted $ 737,684  
Walleye Opportunities Fund One [Member]    
[custom:NoteStartDate] 4/10/2023  
Walleye Opportunities Fund First [Member]    
[custom:MaturityDate] 4/10/2024  
[custom:ConvertibleInterestRate] 5.00%  
[custom:ConvertibleNote] $ 1,500,000
Additions to Other Assets, Amount 1,500,000  
Conversion of Stock, Amount Converted  
Conversion of Stock, Amount Converted  
Walleye Opportunities Fund Second [Member]    
[custom:NoteStartDate] 5/26/2023  
[custom:MaturityDate] 5/26/2024  
[custom:ConvertibleInterestRate] 5.00%  
[custom:ConvertibleNote]  
Additions to Other Assets, Amount $ 1,714,286  
Conversion of Stock, Amount Converted  
Conversion of Stock, Amount Converted  
XML 71 R37.htm IDEA: XBRL DOCUMENT v3.23.3
CONVERTIBLE NOTES (Details 1)
Jun. 30, 2023
USD ($)
Debt Disclosure [Abstract]  
Balance at December 31, 2022
Increase to derivative due to new issuances 4,217,944
Decrease to derivative due to conversions (498,298)
Decrease to derivative due to mark to market (1,136,079)
Balance at June 30, 2023 $ 2,583,567
XML 72 R38.htm IDEA: XBRL DOCUMENT v3.23.3
CONVERTIBLE NOTES (Details 2)
 6 Months Ended
Jun. 30, 2023
$ / shares
Debt Instrument [Line Items]  
Sale of Stock, Price Per Share $ 0.0395
Debt Instrument, Convertible, Conversion Price $ 0.0305
[custom:VolatilityRate-0] 181.10%
[custom:RiskfreeRate-0] 5.47%
[custom:DividendRate-0]
[custom:YearsToMaturity1] 0.65
Initial Valuation [Member] | Minimum [Member]  
Debt Instrument [Line Items]  
Sale of Stock, Price Per Share $ 0.0566
Debt Instrument, Convertible, Conversion Price $ 0.0534
[custom:VolatilityRate-0] 165.30%
[custom:RiskfreeRate-0] 4.70%
[custom:YearsToMaturity1] 87
Initial Valuation [Member] | Maximum [Member]  
Debt Instrument [Line Items]  
Sale of Stock, Price Per Share $ 0.1075
Debt Instrument, Convertible, Conversion Price $ 0.0591
[custom:VolatilityRate-0] 170.53%
[custom:RiskfreeRate-0] 5.07%
[custom:YearsToMaturity1] 1
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LOANS PAYABLE (Details Narrative)
Jun. 30, 2023
USD ($)
Debt Disclosure [Abstract]  
[custom:DueToRelatedParty-0] $ 25,975
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Warrants (Details) - USD ($)
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Warrants    
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance 9,040,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance $ 0.02
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross 107,904,802 9,040,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price $ 0.04 $ 0.02
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term 4 years 3 months 2 years 5 months 26 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm2]   2 years 3 months
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm4] 4 years 5 months 15 days  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance 116,944,802 9,040,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance $ 0.037 $ 0.02
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value $ 345,500  
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COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
 6 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2023
Sep. 30, 2023
Dec. 31, 2022
John Shaw [Member]      
Short-Term Debt [Line Items]      
Contract date 3/1/2021   3/1/2021
Compensation Expense, Excluding Cost of Good and Service Sold $ 30,000   $ 60,000
[custom:CompensationOwed] $ 25,000   $ 25,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease)     500,000
Employee Stock Ownership Plan (ESOP), Compensation Expense     $ 17,500
Chris Galazzi [Member]      
Short-Term Debt [Line Items]      
Contract date 5/2/2021   5/2/2021
Compensation Expense, Excluding Cost of Good and Service Sold   $ 45,000 $ 90,000
[custom:CompensationOwed] $ 30,000   $ 37,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease) 31,251   2,208,340
Employee Stock Ownership Plan (ESOP), Compensation Expense $ 1,995   $ 73,446
Venkat Kumar Tangirala [Member]      
Short-Term Debt [Line Items]      
Contract date 1/1/2022   1/1/2022
Compensation Expense, Excluding Cost of Good and Service Sold $ 30,000   $ 100,000
[custom:CompensationOwed] $ 55,000   $ 75,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease)     2,000,000
Employee Stock Ownership Plan (ESOP), Compensation Expense     $ 70,000
Alpen Group L L C [Member]      
Short-Term Debt [Line Items]      
Contract date 1/1/2022   1/1/2022
Compensation Expense, Excluding Cost of Good and Service Sold $ 15,000   $ 60,000
[custom:CompensationOwed] $ 35,000   $ 40,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease) 15,000   555,000
Employee Stock Ownership Plan (ESOP), Compensation Expense $ 950   $ 19,292
Strategic Innovations [Member]      
Short-Term Debt [Line Items]      
Contract date 1/1/2023   4/1/2022
Compensation Expense, Excluding Cost of Good and Service Sold $ 30,000   $ 31,500
[custom:CompensationOwed]   $ 17,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease)     817,877
Employee Stock Ownership Plan (ESOP), Compensation Expense     $ 27,000
Fraxon Marketing [Member]      
Short-Term Debt [Line Items]      
Contract date 3/15/2023    
Compensation Expense, Excluding Cost of Good and Service Sold $ 60,000    
[custom:CompensationOwed] $ 10,000    
Leonard Tucker L L C [Member]      
Short-Term Debt [Line Items]      
Contract date     12/17/2020
Compensation Expense, Excluding Cost of Good and Service Sold     $ 140,000
[custom:CompensationOwed]     $ 20,000
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DISCONTINUED OPERATIONS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]      
Accounts payable $ 49,159 $ 49,159 $ 49,159
Accrued expenses 6,923 6,923 6,923
Loans payable 11,011 11,011 11,011
Total Current Liabilities of Discontinued Operations: $ 67,093 $ 67,093 $ 67,093
XML 77 R43.htm IDEA: XBRL DOCUMENT v3.23.3
WARRANTS (Details)
 12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
Warrant [Member]  
Common Stock available to purchase | $ $ 40,000
Share price | $ / shares $ 0.0163
Exercise price | $ / shares $ 0.01
Term 3 years
Volatility 184.74%
Risk Free Interest Rate 4.45%
Intrinsic Value | $ $ 1,996
Warrant One [Member]  
Common Stock available to purchase | $ $ 9,000,000
Share price | $ / shares $ 0.0512
Exercise price | $ / shares $ 0.025
Term 3 years
Volatility 185.23%
Risk Free Interest Rate 2.45%
Intrinsic Value | $ $ 316,096
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INCOME TAX (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Deferred Tax Assets:    
NOL Carryover $ (3,443,812) $ (2,682,760)
Payroll accrual 134,700 2,000
Deferred tax liabilities:    
Less valuation allowance 3,309,112 2,680,760
Net deferred tax assets
XML 79 R45.htm IDEA: XBRL DOCUMENT v3.23.3
INCOME TAX (Details 1) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]    
Book loss $ (1,277,100) $ (1,111,900)
Other nondeductible expenses 678,700 676,800
Related party accrual
Valuation allowance 598,400 435,100
 
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17500 63474 92033 -228479 -11276 -193398 2322 -72787 -26235 -2239317 -1718319 -2000000 80346 -2000000 -80346 11093 4434500 300000 -135000 335000 600000 5000 10000 100 42500 126381 21005 14402 4639902 1011879 400585 -786786 -17058 -10716 10777 835657 394304 38155 1123397 1025000 111000 4500000 <p id="xdx_806_eus-gaap--OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureAndSignificantAccountingPoliciesTextBlock_zWpA2Ow7TgCl" style="font: 10pt Times New Roman, Times, Serif; margin: 4.55pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 1 – <span id="xdx_821_zUd5LAdtiljk">ORGANIZATION AND NATURE OF BUSINESS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.5pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Clean Vision Corporation (“Clean Vision,” “we,” “us,” or the “Company”) is a new entrant in the clean energy and waste-to-energy industries focused on clean technology and sustainability opportunities.  Currently, we are focused on providing a solution to the plastic and tire waste problem by recycling the waste and converting it into saleable byproducts, such as hydrogen and other clean-burning fuels that can be used to generate clean energy. Using a technology known as pyrolysis, which heats the feedstock (<i>i.e.</i>, plastic) at high temperatures in the absence of oxygen so that the material does not burn, we are able to turn the feedstock into (i) low sulfur fuel, (ii) clean hydrogen and (iii) carbon black or char (char is created when plastic is used as feedstock). Our goal is to generate revenue from three sources: (i) service revenue from the recycling services we provide (ii) revenue generated from the sale of the byproducts; and (iii) revenue generated from the sale of fuel cell equipment.  Our mission is to aid in solving the problem of cost-effectively upcycling the vast amount of waste plastic generated on land before it flows into the world’s oceans.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"></p> <p style="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"></p> <p style="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">We currently operate through our wholly-owned subsidiary, Clean-Seas, Inc. (“Clean-Seas”), which we acquired on May 19, 2020. 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 Eco Synergie S.A.R.L., a limited liability company organized under the laws of Morocco, which changed its name to Clean-Seas Morocco, LLC (“Clean-Seas Morocco”) 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 tons per day of waste plastic.</span></p> <p style="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; color: #201F1E"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">We believe that our projects in India and Morocco will showcase our ability to pyrolyze waste plastic (using pyrolysis), which will generate three byproducts: (i) low sulfur fuel, (ii) clean hydrogen, AquaH<sup>tm</sup>, and (iii) char. We intend to sell the majority of the byproducts, while retaining a small amount of the low sulfur fuels and/or hydrogen to power our facilities and equipment. To date, our operations in India have not generated any revenue. However, since commencing operations at our Morocco facility in April 2023, Clean-Seas Morocco has generated $161,297 in revenue, with a gross margin of $127,435 from the provision of pyrolysis services and its sale of byproducts.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; color: #201F1E"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Clean-Seas India Private Limited was incorporated on November 17, 2021 as a wholly owned subsidiary of Clean-Seas.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Clean-Seas, Abu Dhabi PVT. LTD was incorporated in Abu Dhabi on December 9, 2021 as a wholly owned subsidiary of the Company. On January 19, 2022, the Company changed the name of its wholly owned subsidiary, Clean-Seas, Abu Dhabi PVT. LTD, to Clean-Seas Group. As of July 4, 2022, the Clean-Seas Group ceased operations and is in the process of dissolving.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Endless Energy, Inc. (“Endless Energy”) was incorporated in Nevada on December 10, 2021 as a wholly owned subsidiary of the Company. EndlessEnergy does not currently have any operations, but it was incorporated for the purpose of investing in wind and solar energy projects.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Calibri, Helvetica, Sans-Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">EcoCell, Inc. ("EcoCell”) was incorporated on March 4, 2022 as a wholly owned subsidiary of the Company. EcoCell does not currently have any operations, but we intend to use EcoCell for the purpose of licensing fuel cell patented technology.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Calibri, Helvetica, Sans-Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Clean-Seas Arizona, Inc. ("Clean-Seas Arizona”) was incorporated in Arizona on September 19, 2022 as a wholly owned subsidiary of Clean-Seas. Clean-Seas Arizona was formed <span style="background-color: white">pursuant to a Memorandum of Understanding (the “MOU”) signed on November 4, 2022 with Arizona State University and the Rob and Melani Walton Sustainability Solution Service. Pursuant to the MOU, the parties intend to establish a 100 ton per day waste plastic to clean hydrogen conversion facility in Arizona.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_805_eus-gaap--BasisOfPresentationAndSignificantAccountingPoliciesTextBlock_zWDdkic1HbU" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 2 – <span id="xdx_82C_zimUiSAi0J2">SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i> </i></span></p> <p id="xdx_84D_eus-gaap--BasisOfAccountingPolicyPolicyTextBlock_zn06K5d1VyN2" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_869_zRXrOUUl0nOd" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Basis of Presentation</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the six month period ending June 30, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended December 31, 2022.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_848_eus-gaap--UseOfEstimates_zwNyJe8KnOE9" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_86B_ziHKSyMHAOed" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Use of Estimates </i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_84B_eus-gaap--ConcentrationRiskCreditRisk_zkbGXuHiI7v3" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_863_zN3fVxNFBqy9" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Concentrations of Credit Risk</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).  As of June 30, 2023, the Company had $<span id="xdx_90F_eus-gaap--CashAcquiredInExcessOfPaymentsToAcquireBusiness_c20230101__20230630_zLDWQlDg6xSf">116,968</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> of cash in excess of the FDIC’s $<span id="xdx_900_eus-gaap--FDICIndemnificationAsset_iI_c20230630_zIv4EYxw6iPg">250,000</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> coverage limit.</span></p> <p id="xdx_84F_eus-gaap--CashAndCashEquivalentsPolicyTextBlock_zhMwbeyzxye1" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86E_z5Wqc2kPPoR3" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Cash equivalents</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were <span id="xdx_904_eus-gaap--CashAndCashEquivalentsAtCarryingValue_iI_do_c20221231_zveNcHV932Wc">no </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">cash equivalents for the periods ended June 30, 2023 and December 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_845_eus-gaap--ConsolidationPolicyTextBlock_zBvY4XHbF1O7" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86E_zcBrwxBLQQji" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Principles of Consolidation</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The accompanying consolidated financial statements for the quarter ended June 30, 2023, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc., Clean-Seas India Private Limited, Clean-Seas Group, Endless Energy, Inc., <span style="background-color: white">EcoCell, Inc., </span>Clean-Seas Arizona, Inc., and our 51% owned subsidiary, Clean-Seas Morocco, LLC. As of June 30, 2023, there was no activity in Clean-Seas Group, Endless Energy or Clean-Seas Arizona.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_845_eus-gaap--ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock_zXCf9KQPcwQ2" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_867_znIchE0WKdU6" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Translation Adjustment</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The accounts of the Company’s subsidiary Clean-Seas India are maintained in Rupees and the accounts of Clean-Seas Morocco in Moroccan dirham. In accordance with the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_848_eus-gaap--ComprehensiveIncomePolicyPolicyTextBlock_znl0bKm5KPUe" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_866_zwZiDRAqRnh2" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Comprehensive Income</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220).  Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income is included in net loss and foreign currency translation adjustments.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_843_eus-gaap--EarningsPerSharePolicyTextBlock_zkX15xxvUex9" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_868_zpE4wLXrLux3" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Basic and Diluted Earnings Per Share</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of June 30, 2023, there are warrants to purchase up to 116,944,802 shares of common stock and approximately 153,000,000 dilutive shares of common stock from a convertible notes payable. As of June 30, 2023 and 2022, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock can automatically be converted on January 1, 2023, into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of June 30, 2023 and 2022, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_845_eus-gaap--CompensationRelatedCostsPolicyTextBlock_zSlyasXibXlh" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_86E_ztn84ZWcDCKl" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Stock-based Compensation</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black; background-color: white">In June 2018, the FASB issued ASU 2018-07, </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.</i> <span style="background-color: white">ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_841_eus-gaap--GoodwillAndIntangibleAssetsPolicyTextBlock_zvY2qKmAZmA7" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_86D_zXC3S7ihXC14" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Goodwill</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, <i>Business Combinations</i>, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">In accordance with ASU 2017-04, <i>Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, </i>the Company will test for indefinite-lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_849_eus-gaap--DerivativesReportingOfDerivativeActivity_zC6jyIWjE8V3" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_862_zfR9WQbjshV3" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Derivative Financial Instruments</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_84D_eus-gaap--FairValueMeasurementPolicyPolicyTextBlock_zjELjYy3c1Jb" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_862_zZmiF98a8u39" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Fair value of financial instruments</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.  The Company’s notes payable represents the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023:</span></p> <p id="xdx_899_eus-gaap--FairValueAssetsMeasuredOnNonrecurringBasisTextBlock_zlIIlnIQKgtk" style="display: none; font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8BE_zJzNWD1MCiR9">Fair Value Measurements, hierarchy</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_308_134_zZm5lPq4WURc" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)"> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Description</span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 1</span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 2</span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 3</span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; width: 62%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Derivative</span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> $</span></td> <td id="xdx_986_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FinancialInstrumentAxis__us-gaap--DerivativeMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zDAtayqJyUD" style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0708">—</span>  </span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> $</span></td> <td id="xdx_989_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FinancialInstrumentAxis__us-gaap--DerivativeMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zsI2kMrHhzQd" style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0709">—</span>  </span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98D_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FinancialInstrumentAxis__us-gaap--DerivativeMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zxK8xjuKTxR7" style="border-bottom: black 1.5pt solid; vertical-align: top; width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2,583,567</span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Total</span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 4.5pt double; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_986_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zEeVOO6xKgt6" style="border-bottom: black 4.5pt double; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0711">—</span>  </span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 4.5pt double; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_985_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FinancialInstrumentAxis__us-gaap--DerivativeMember_z6YRnMlpKd37" style="border-bottom: black 4.5pt double; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0712">—</span>  </span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 4.5pt double; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_982_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zEIbAXyyhTah" style="border-bottom: black 4.5pt double; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2,583,567</span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> <p id="xdx_8AA_zdvFBpkJnVFf" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i> </i></span></p> <p id="xdx_845_eus-gaap--RevenueRecognitionPolicyTextBlock_zuFfDCEbfA4g" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_860_zNjlhTBWO83k" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Revenue Recognition </i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 24px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Identification of a contract with a customer;</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Identification of the performance obligations in the contract;</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Determination of the transaction price;</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Allocation of the transaction price to the performance obligations in the contract; and</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Recognition of revenue when or as the performance obligations are satisfied.</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our business model is focused on generating revenue from the following sources:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify"><i>(i) Service revenue from the recycling services we provide</i>.<i> </i>We plan to establish plastic feedstock agreements with a number of feedstock suppliers for the delivery of plastic to our facilities. Much of this plastic is currently a cost center for such feedstock suppliers, who pay "tipping fees" to landfills or incinerators. We will accept this plastic feedstock at reduced price or for no tipping fees. In some cases, feedstock suppliers will also share in revenue on products produced from their feedstock.  This revenue will be realized and recognized upon receipt of feedstock at one of our facilities.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify"><i>(ii) Revenue generated from the sale of commodities</i>.<i> </i>We will produce commodities including, but not limited to, pyrolysis oil, fuel oil, lubricants, synthetic gas, hydrogen, and carbon char. We are in negotiation with chemical and oil companies for purchasing, or off-taking, fuels and oils we produce, and exploring applications for carbon char. This revenue will be recognized upon shipment of products from one of our facilities and in some cases off-takers may pre-pay for a contractual obligation to buy our commodities.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify"><i>(iii) Revenue generated from the sale of environmental credits</i>. Our products are eligible for numerous environmental credits, including but not limited to carbon credits, plastic credits, and biodiversity credits. These credits may be monetized directly on the relevant markets or may be realized as value-add to off-takers, who will pay a premium for eligible products. Revenue from these credits will be recognized upon sale of applicable environmental credits on recognized markets, and/or upon sale of commodities to off-takers when that off-take includes an environmental credit premium.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify">(iv) <i>Revenue generated from royalties and/or the sale of equipment</i>. We expect to develop or acquire intellectual property which could generate revenue through royalties and/or sales of manufactured equipment.  Revenue may be recognized upon the terms of a contracted sale agreement. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of June 30, 2023, our operations in Morocco had generated $161,297 in revenue, with a gross margin of $127,435 from the sale of commodities (the provision of pyrolysis services and its sale of byproducts). As of June 30, 2023, we did not generate revenue from any other sources.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span style="color: Black"> </span></span></p> <p id="xdx_84A_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zceo3r5B23Fb" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86C_zdwRDDt9CHA1" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Recently issued accounting pronouncements</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_84D_eus-gaap--BasisOfAccountingPolicyPolicyTextBlock_zn06K5d1VyN2" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_869_zRXrOUUl0nOd" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Basis of Presentation</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the six month period ending June 30, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended December 31, 2022.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_848_eus-gaap--UseOfEstimates_zwNyJe8KnOE9" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_86B_ziHKSyMHAOed" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Use of Estimates </i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_84B_eus-gaap--ConcentrationRiskCreditRisk_zkbGXuHiI7v3" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_863_zN3fVxNFBqy9" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Concentrations of Credit Risk</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).  As of June 30, 2023, the Company had $<span id="xdx_90F_eus-gaap--CashAcquiredInExcessOfPaymentsToAcquireBusiness_c20230101__20230630_zLDWQlDg6xSf">116,968</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> of cash in excess of the FDIC’s $<span id="xdx_900_eus-gaap--FDICIndemnificationAsset_iI_c20230630_zIv4EYxw6iPg">250,000</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> coverage limit.</span></p> 116968 250000 <p id="xdx_84F_eus-gaap--CashAndCashEquivalentsPolicyTextBlock_zhMwbeyzxye1" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86E_z5Wqc2kPPoR3" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Cash equivalents</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were <span id="xdx_904_eus-gaap--CashAndCashEquivalentsAtCarryingValue_iI_do_c20221231_zveNcHV932Wc">no </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">cash equivalents for the periods ended June 30, 2023 and December 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> 0 <p id="xdx_845_eus-gaap--ConsolidationPolicyTextBlock_zBvY4XHbF1O7" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86E_zcBrwxBLQQji" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Principles of Consolidation</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The accompanying consolidated financial statements for the quarter ended June 30, 2023, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc., Clean-Seas India Private Limited, Clean-Seas Group, Endless Energy, Inc., <span style="background-color: white">EcoCell, Inc., </span>Clean-Seas Arizona, Inc., and our 51% owned subsidiary, Clean-Seas Morocco, LLC. As of June 30, 2023, there was no activity in Clean-Seas Group, Endless Energy or Clean-Seas Arizona.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_845_eus-gaap--ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock_zXCf9KQPcwQ2" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_867_znIchE0WKdU6" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Translation Adjustment</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The accounts of the Company’s subsidiary Clean-Seas India are maintained in Rupees and the accounts of Clean-Seas Morocco in Moroccan dirham. In accordance with the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_848_eus-gaap--ComprehensiveIncomePolicyPolicyTextBlock_znl0bKm5KPUe" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_866_zwZiDRAqRnh2" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Comprehensive Income</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220).  Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income is included in net loss and foreign currency translation adjustments.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_843_eus-gaap--EarningsPerSharePolicyTextBlock_zkX15xxvUex9" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_868_zpE4wLXrLux3" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Basic and Diluted Earnings Per Share</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of June 30, 2023, there are warrants to purchase up to 116,944,802 shares of common stock and approximately 153,000,000 dilutive shares of common stock from a convertible notes payable. As of June 30, 2023 and 2022, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock can automatically be converted on January 1, 2023, into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of June 30, 2023 and 2022, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_845_eus-gaap--CompensationRelatedCostsPolicyTextBlock_zSlyasXibXlh" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_86E_ztn84ZWcDCKl" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Stock-based Compensation</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black; background-color: white">In June 2018, the FASB issued ASU 2018-07, </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.</i> <span style="background-color: white">ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_841_eus-gaap--GoodwillAndIntangibleAssetsPolicyTextBlock_zvY2qKmAZmA7" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_86D_zXC3S7ihXC14" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Goodwill</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, <i>Business Combinations</i>, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">In accordance with ASU 2017-04, <i>Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, </i>the Company will test for indefinite-lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_849_eus-gaap--DerivativesReportingOfDerivativeActivity_zC6jyIWjE8V3" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_862_zfR9WQbjshV3" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Derivative Financial Instruments</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_84D_eus-gaap--FairValueMeasurementPolicyPolicyTextBlock_zjELjYy3c1Jb" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_862_zZmiF98a8u39" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Fair value of financial instruments</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.  The Company’s notes payable represents the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023:</span></p> <p id="xdx_899_eus-gaap--FairValueAssetsMeasuredOnNonrecurringBasisTextBlock_zlIIlnIQKgtk" style="display: none; font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8BE_zJzNWD1MCiR9">Fair Value Measurements, hierarchy</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_308_134_zZm5lPq4WURc" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)"> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Description</span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 1</span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 2</span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 3</span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; width: 62%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Derivative</span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> $</span></td> <td id="xdx_986_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FinancialInstrumentAxis__us-gaap--DerivativeMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zDAtayqJyUD" style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0708">—</span>  </span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> $</span></td> <td id="xdx_989_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FinancialInstrumentAxis__us-gaap--DerivativeMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zsI2kMrHhzQd" style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0709">—</span>  </span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98D_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FinancialInstrumentAxis__us-gaap--DerivativeMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zxK8xjuKTxR7" style="border-bottom: black 1.5pt solid; vertical-align: top; width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2,583,567</span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Total</span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 4.5pt double; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_986_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zEeVOO6xKgt6" style="border-bottom: black 4.5pt double; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0711">—</span>  </span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 4.5pt double; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_985_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FinancialInstrumentAxis__us-gaap--DerivativeMember_z6YRnMlpKd37" style="border-bottom: black 4.5pt double; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0712">—</span>  </span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 4.5pt double; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_982_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zEIbAXyyhTah" style="border-bottom: black 4.5pt double; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2,583,567</span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> <p id="xdx_8AA_zdvFBpkJnVFf" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i> </i></span></p> <p id="xdx_899_eus-gaap--FairValueAssetsMeasuredOnNonrecurringBasisTextBlock_zlIIlnIQKgtk" style="display: none; font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8BE_zJzNWD1MCiR9">Fair Value Measurements, hierarchy</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_308_134_zZm5lPq4WURc" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)"> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1.5pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Description</span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 1</span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 2</span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Level 3</span></td> <td style="padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; width: 62%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Derivative</span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> $</span></td> <td id="xdx_986_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FinancialInstrumentAxis__us-gaap--DerivativeMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zDAtayqJyUD" style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0708">—</span>  </span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> $</span></td> <td id="xdx_989_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FinancialInstrumentAxis__us-gaap--DerivativeMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zsI2kMrHhzQd" style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0709">—</span>  </span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98D_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FinancialInstrumentAxis__us-gaap--DerivativeMember__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member_zxK8xjuKTxR7" style="border-bottom: black 1.5pt solid; vertical-align: top; width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2,583,567</span></td> <td style="vertical-align: bottom; width: 1%; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Total</span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 4.5pt double; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_986_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel1Member_zEeVOO6xKgt6" style="border-bottom: black 4.5pt double; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0711">—</span>  </span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 4.5pt double; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_985_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FinancialInstrumentAxis__us-gaap--DerivativeMember_z6YRnMlpKd37" style="border-bottom: black 4.5pt double; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0712">—</span>  </span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 4.5pt double; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_982_eus-gaap--DerivativeAssets_iI_c20230630__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member_zEIbAXyyhTah" style="border-bottom: black 4.5pt double; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2,583,567</span></td> <td style="vertical-align: bottom; padding-bottom: 4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> 2583567 2583567 <p id="xdx_845_eus-gaap--RevenueRecognitionPolicyTextBlock_zuFfDCEbfA4g" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_860_zNjlhTBWO83k" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Revenue Recognition </i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 24px; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Identification of a contract with a customer;</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Identification of the performance obligations in the contract;</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Determination of the transaction price;</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Allocation of the transaction price to the performance obligations in the contract; and</span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">●</span></td> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Recognition of revenue when or as the performance obligations are satisfied.</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Our business model is focused on generating revenue from the following sources:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify"><i>(i) Service revenue from the recycling services we provide</i>.<i> </i>We plan to establish plastic feedstock agreements with a number of feedstock suppliers for the delivery of plastic to our facilities. Much of this plastic is currently a cost center for such feedstock suppliers, who pay "tipping fees" to landfills or incinerators. We will accept this plastic feedstock at reduced price or for no tipping fees. In some cases, feedstock suppliers will also share in revenue on products produced from their feedstock.  This revenue will be realized and recognized upon receipt of feedstock at one of our facilities.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify"><i>(ii) Revenue generated from the sale of commodities</i>.<i> </i>We will produce commodities including, but not limited to, pyrolysis oil, fuel oil, lubricants, synthetic gas, hydrogen, and carbon char. We are in negotiation with chemical and oil companies for purchasing, or off-taking, fuels and oils we produce, and exploring applications for carbon char. This revenue will be recognized upon shipment of products from one of our facilities and in some cases off-takers may pre-pay for a contractual obligation to buy our commodities.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify"><i>(iii) Revenue generated from the sale of environmental credits</i>. Our products are eligible for numerous environmental credits, including but not limited to carbon credits, plastic credits, and biodiversity credits. These credits may be monetized directly on the relevant markets or may be realized as value-add to off-takers, who will pay a premium for eligible products. Revenue from these credits will be recognized upon sale of applicable environmental credits on recognized markets, and/or upon sale of commodities to off-takers when that off-take includes an environmental credit premium.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify">(iv) <i>Revenue generated from royalties and/or the sale of equipment</i>. We expect to develop or acquire intellectual property which could generate revenue through royalties and/or sales of manufactured equipment.  Revenue may be recognized upon the terms of a contracted sale agreement. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0.5in; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of June 30, 2023, our operations in Morocco had generated $161,297 in revenue, with a gross margin of $127,435 from the sale of commodities (the provision of pyrolysis services and its sale of byproducts). As of June 30, 2023, we did not generate revenue from any other sources.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span style="color: Black"> </span></span></p> <p id="xdx_84A_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zceo3r5B23Fb" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86C_zdwRDDt9CHA1" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Recently issued accounting pronouncements</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_807_eus-gaap--SubstantialDoubtAboutGoingConcernTextBlock_zscce38Ek4Di" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 3 - <span id="xdx_82B_zfUPck0pd9gh">GOING CONCERN</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.1pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">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 $<span id="xdx_908_eus-gaap--RetainedEarningsAppropriated_iI_c20230630_zE7I0Pkm2fme">2,989,951 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">at June 30, 2023, and had a net loss of $<span id="xdx_90B_ecustom--NetLoss_c20230101__20230630_zFaFEZK4Nt2h">5,427,614 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">for the six months ended June 30, 2023. 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 financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> 2989951 5427614 <p id="xdx_806_eus-gaap--BusinessCombinationDisclosureTextBlock_zFlELo8u1Ao2" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 4 — <span id="xdx_82D_zAQffLLKb6a7">BUSINESS COMBINATIONS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On April 25, 2023 (the “Morocco Closing Date”), Clean-Seas, a wholly owned subsidiary of the Company, completed its acquisition of a fifty-one percent (51%) interest (the “Morocco Acquisition”) in Eco Synergie S.A.R.L., a limited liability company organized under the laws of Morocco (“Ecosynergie”), pursuant to that certain Notarial Deed (the “Morocco Purchase Agreement”) dated as of January 23, 2023 (the “Signing Date”) setting forth the terms and provisions applicable to the Morocco Acquisition (the “Purchase Agreement”). On the Morocco Closing Date, (i)</span> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Ecosynergie’s name was changed to Clean-Seas Morocco, LLC, (ii)</span> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Company’s CRO, were appointed as managers of Clean-Seas Morocco and (iii)</span> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Mr. Harris was appointed to</span> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">serve as the Chief Executive Officer of Clean-Seas Morocco. Ecosynergie was not acquired from a related party and the Company did not have common control with Ecosynergie at the time of the Morocco Acquisition.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>  </b></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pursuant to the Morocco Purchase Agreement, Clean-Seas paid an aggregate purchase price of $6,500,000 for the Morocco Acquisition, of which (i) $2,000,000 was paid on the Morocco Closing Date and (ii) the remaining $4,500,000 is to be paid to Ecosynergie Group over a period of ten (10) months from the Morocco Closing</span> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Date. Additionally, Clean-Seas committed to invest up to $50,000,000 in Clean-Seas Morocco over a period of ten (10) months from the Morocco Closing Date (the “Clean-Seas Morocco Investment”). The Clean-Seas Morocco Investment is currently contemplated to be funded in tranches based on a to be agreed to schedule tied to milestones related to the technology being deployed by Clean-Seas Morocco. The parties intend to complete the funding schedule applicable to the Clean-Seas Morocco investment in the first quarter 2024. To date, none of the Clean-Seas Morocco Investment has been funded </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. Although the accounting for operations is not yet complete, the results of operations of the business acquired by the Company have been included in the consolidated statements of operations since the date of acquisition. All amounts are considered provisional until a more thorough analysis of the books and records and the accounting for the acquisition can be completed. Per ASC 805-10-25-13, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill. The provisional estimated fair value of the noncontrolling interest was based on the price the Company paid for their 51% of their controlling interest. The goodwill represents expected synergies from the combined operations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed are shown below:</span></p> <p id="xdx_89F_eus-gaap--ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock_zwKoDfhY2XL1" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8BD_zuO9vF6tpgF5" style="font-style: normal; font-weight: 400; text-transform: none; letter-spacing: normal; word-spacing: 0px; background-color: rgb(255, 255, 255)">Schedule of Recognized Identified Assets Acquired and Liabilities Assumed</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30F_134_zNXRVEaWxf19" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - BUSINESS COMBINATIONS (Details)"> <tr style="vertical-align: bottom"> <td style="font-style: italic"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Consideration</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" id="xdx_49C_20230630_zljWVgIt2xQj"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_402_ecustom--BusinessCombinationConsiderationTransferred_iI_zHxbfhQtxiI8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Consideration issued</span></td><td style="width: 10%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="width: 18%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">6,500,000</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-style: italic; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Identified assets and liabilities</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_40F_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents_iI_zps5IYVF9SY5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Cash</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">11,093</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_400_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets_iI_zIiYIfnHgtwl" style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Prepaid and other assets</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,186,242</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_404_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables_iI_z9lwfj6yQoJf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Accounts receivable</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">392,611</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_40E_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment_iI_zptil2gP00Xd" style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Property and equipment, net</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,146,445</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_40B_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesAccountsPayable_iNI_di_zvaF3YNjmoYh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Accounts payable</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(238,424</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">)</span></td></tr> <tr id="xdx_408_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther_iNI_di_zmq7sUx9VYx5" style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Accrued Expenses</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(767,288</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">)</span></td></tr> <tr id="xdx_400_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncurrentLiabilitiesLongTermDebt_iNI_di_zjB9QhcemOja" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Loans payable</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(789,827</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">)</span></td></tr> <tr id="xdx_405_eus-gaap--DebtIssuanceCostsLineOfCreditArrangementsNet_iNI_di_z8AMWP5y3U3e" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Lines of credit</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(336,948</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">)</span></td></tr> <tr id="xdx_405_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedFinancialAssets_iI_z1Ie9WwLpoI" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Total identified assets and liabilities</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">603,904</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_40A_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet_iI_zxtuLnbLuvci" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Excess purchase price allocated to goodwill</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5,896,096</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> <p id="xdx_8AD_zmvnT33vv6w8" style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_89F_eus-gaap--ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock_zwKoDfhY2XL1" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8BD_zuO9vF6tpgF5" style="font-style: normal; font-weight: 400; text-transform: none; letter-spacing: normal; word-spacing: 0px; background-color: rgb(255, 255, 255)">Schedule of Recognized Identified Assets Acquired and Liabilities Assumed</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30F_134_zNXRVEaWxf19" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - BUSINESS COMBINATIONS (Details)"> <tr style="vertical-align: bottom"> <td style="font-style: italic"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Consideration</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" id="xdx_49C_20230630_zljWVgIt2xQj"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_402_ecustom--BusinessCombinationConsiderationTransferred_iI_zHxbfhQtxiI8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Consideration issued</span></td><td style="width: 10%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="width: 18%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">6,500,000</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-style: italic; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Identified assets and liabilities</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_40F_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents_iI_zps5IYVF9SY5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Cash</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">11,093</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_400_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets_iI_zIiYIfnHgtwl" style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Prepaid and other assets</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,186,242</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_404_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables_iI_z9lwfj6yQoJf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Accounts receivable</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">392,611</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_40E_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment_iI_zptil2gP00Xd" style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Property and equipment, net</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,146,445</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_40B_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesAccountsPayable_iNI_di_zvaF3YNjmoYh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Accounts payable</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(238,424</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">)</span></td></tr> <tr id="xdx_408_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther_iNI_di_zmq7sUx9VYx5" style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Accrued Expenses</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(767,288</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">)</span></td></tr> <tr id="xdx_400_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncurrentLiabilitiesLongTermDebt_iNI_di_zjB9QhcemOja" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Loans payable</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(789,827</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">)</span></td></tr> <tr id="xdx_405_eus-gaap--DebtIssuanceCostsLineOfCreditArrangementsNet_iNI_di_z8AMWP5y3U3e" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Lines of credit</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(336,948</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">)</span></td></tr> <tr id="xdx_405_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedFinancialAssets_iI_z1Ie9WwLpoI" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Total identified assets and liabilities</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">603,904</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_40A_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet_iI_zxtuLnbLuvci" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Excess purchase price allocated to goodwill</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5,896,096</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> 6500000 11093 1186242 392611 1146445 238424 767288 789827 336948 603904 5896096 <p id="xdx_807_eus-gaap--PropertyPlantAndEquipmentDisclosureTextBlock_zryR6lsREOMl" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 5 - <span id="xdx_820_zjgVwh9OLeFh">PROPERTY &amp; EQUIPMENT</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Property and equipment are recorded at cost. The Company capitalizes purchases of property and equipment over $5,000. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black; background-color: white">Clean-Seas, Inc. has purchased a pyrolysis unit for piloting and demonstration purposes which has been commissioned in Hyderabad, India as of May 2022. The unit will be used to showcase the Company’s technology and services, turning waste plastic into environmentally friendly commodities, to potential customers.</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Property and equipment stated at cost, less accumulated depreciation consisted of the following:</span></p> <p id="xdx_891_eus-gaap--PropertyPlantAndEquipmentTextBlock_zAuq4le0JsP3" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">  <span id="xdx_8BD_zuRurMxsAjvj">Schedule of Property and Equipment</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30B_134_zwElxAJPGSie" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - PROPERTY &amp; EQUIPMENT (Details)"> <tr style="vertical-align: bottom"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" id="xdx_493_20230630_zlwU4WH0Lhj5" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">June 30,<br/> 2023</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" id="xdx_499_20221231_zkTdGWDtLZz7" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">December 31,<br/> 2022</span></td></tr> <tr id="xdx_402_eus-gaap--PropertyPlantAndEquipmentGross_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--PyrolysisUnitMember_zsgl1vwmqtHb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; text-align: left; padding-left: 17.6pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Pyrolysis unit</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">185,700</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">185,700</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_403_eus-gaap--PropertyPlantAndEquipmentGross_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--EquipmentMember_zkSUbPVhmMDh" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 17.6pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Equipment</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">55,676</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">55,676</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_405_eus-gaap--PropertyPlantAndEquipmentGross_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--CleanSeasMoroccoMember_zw92aSUqMSo7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 17.6pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Clean-Seas Morocco</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,128,348</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0760">—</span>  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_405_eus-gaap--PropertySubjectToOrAvailableForOperatingLeaseAccumulatedDepreciation_iNI_di_zflDfrDtFA8f" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 17.6pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Less: accumulated depreciation</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0762">—</span> </span></td><td style="padding-bottom: 1pt; text-align: left"></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0763">—</span>  </span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_403_eus-gaap--PropertyPlantAndEquipmentNet_iI_zM9153sDERyc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Property and equipment, net</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,369,724</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">241,376</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> <p id="xdx_8A2_ztchloqVLHNi" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Depreciation expense</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">As of June 30, 2023, the Company’s fixed assets have not yet been placed into service. Depreciation will begin on the date the assets are placed into service.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b> </b></span></p> <p id="xdx_891_eus-gaap--PropertyPlantAndEquipmentTextBlock_zAuq4le0JsP3" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">  <span id="xdx_8BD_zuRurMxsAjvj">Schedule of Property and Equipment</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30B_134_zwElxAJPGSie" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - PROPERTY &amp; EQUIPMENT (Details)"> <tr style="vertical-align: bottom"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" id="xdx_493_20230630_zlwU4WH0Lhj5" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">June 30,<br/> 2023</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" id="xdx_499_20221231_zkTdGWDtLZz7" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">December 31,<br/> 2022</span></td></tr> <tr id="xdx_402_eus-gaap--PropertyPlantAndEquipmentGross_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--PyrolysisUnitMember_zsgl1vwmqtHb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; text-align: left; padding-left: 17.6pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Pyrolysis unit</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">185,700</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">185,700</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_403_eus-gaap--PropertyPlantAndEquipmentGross_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--EquipmentMember_zkSUbPVhmMDh" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 17.6pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Equipment</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">55,676</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">55,676</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_405_eus-gaap--PropertyPlantAndEquipmentGross_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--CleanSeasMoroccoMember_zw92aSUqMSo7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-left: 17.6pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Clean-Seas Morocco</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,128,348</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0760">—</span>  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_405_eus-gaap--PropertySubjectToOrAvailableForOperatingLeaseAccumulatedDepreciation_iNI_di_zflDfrDtFA8f" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 17.6pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Less: accumulated depreciation</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0762">—</span> </span></td><td style="padding-bottom: 1pt; text-align: left"></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0763">—</span>  </span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_403_eus-gaap--PropertyPlantAndEquipmentNet_iI_zM9153sDERyc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Property and equipment, net</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,369,724</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">241,376</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> 185700 185700 55676 55676 1128348 1369724 241376 <p id="xdx_808_eus-gaap--MortgageNotesPayableDisclosureTextBlock_zmp0SlcS8t7k" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 6 – <span id="xdx_82F_zXO5Ls51Xcs1">LOANS PAYABLE</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">As of December 31, 2020, a third party loaned the Company a total of $114,500. The loan was used to cover general operating expenses, is non-interest bearing and due on demand. During the year ended December 31, 2021, the Company repaid $100,000 of the loan. During the year ended December 31, 2022, the same individual provided consulting/IR services to the Company valued at $100,000. The amount due was added to the note payable for a balance due of $114,500 as of June 30, 2023 and December 31, 2022, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Effective January 1, 2023, the Company acquired a financing loan for its Director and Officer Insurance for $42,500. The loan bears interest at 7.75%, requires monthly payments of $4,402.42 and is due within one year. As of June 30, 2023, the balance due is $<span id="xdx_905_ecustom--DueToRelatedParty_iI_c20230630_zJI9cjIpURk8">25,975</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> 25975 <p id="xdx_802_eus-gaap--DebtDisclosureTextBlock_zXboAGlMecC7" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 7 – <span id="xdx_825_z6DLgH58HwC3">CONVERTIBLE NOTES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Silverback Capital Corporation</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On March 31, 2022, the Company issued a Promissory Note to Silverback Capital Corporation (“Silverback”) in the amount of $360,000. The Company received $300,000, net of a $60,000 OID. The note bears interest at 8% per annum and matures in one year. The note may be converted to shares of common stock at $0.02 per share, provided, that if the Company effects a Qualified Offering (as defined in the note) the conversion price will be such price that represents a 20% discount to the offering price of the Company’s common Stock in the Offering. In the event of a default Silverback will have the option to convert at the lower of 1) .02 per share, or 2) a 20% discount to the five day trailing VWAP of the common stock. On February 21, 2023, Silverback fully converted the $360,000 note and $25,723 of interest into 19,286,137 shares of common stock.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Coventry Enterprises, LLC</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On December 9, 2022, the Company entered into the Purchase Agreement (the “Coventry Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which the Company issued to Coventry a Promissory Note (the “Coventry Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, net of a discount of $45,000. In addition, the Company issued to Coventry 15,500,000 shares of Common Stock (the “Commitment Stock”), of which 12,500,000 shares of Commitment Stock were returned to the Company pursuant to the terms of the Coventry Purchase Agreement in the first quarter of 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Coventry Note bears guaranteed interest at the rate of 5% per annum for the 12 months from and after the date of issuance (notwithstanding the 11-month term of the Coventry Note for aggregate guaranteed interest of fifteen thousand Dollars ($15,000), all of which Guaranteed Interest shall be deemed earned as of the date of the Coventry Note. The principal amount and the Guaranteed Interest are due and payable in seven equal monthly payments of $45,000, commencing on May 6, 2023, and continuing on the 6<sup>th</sup> day of each month thereafter until paid in full not later than November 6, 2023. During the six months ended June 30, 2023, the Company repaid $135,000 of the principal amount.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>February Convertible Notes</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On February 17, 2023, the Company entered into a securities purchase agreement (the “February Purchase Agreement”) with certain institutional buyers. Pursuant to the February Purchase Agreement, the Company issued senior convertible notes in the aggregate principal amount of $4,080,000, which notes shall be convertible into shares of common stock at the lower of (a) 120% of the closing price of the common stock on the day prior to closing, or (b) a 10% discount to the lowest daily volume weighted average price (“VWAP”) reported by Bloomberg of the common stock during the 10 trading days prior to the conversion date.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On February 17, 2023, the initial investor under the February Purchase Agreement purchased a senior convertible promissory note (the “February Note”) in the original principal amount of $2,500,000 and a warrant to purchase 29,434,850 shares of the Company’s common stock. The maturity date of the February Note is February 21, 2024 (the “Maturity Date”). The February Note bears interest at a rate of 5% per annum. The February Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the February Note. The Company also issued a warrant to the initial investor that is exercisable for shares of the Company’s common stock at a price of $0.845 per share and expires five years from the date of issuance. See Note 14 – Subsequent Events for additional information.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>April Convertible Note</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Pursuant to the February Purchase Agreement, on April 10, 2023, an investor purchased a senior convertible promissory note (the “April Note”) in the original principal amount of $1,500,000 and the Company issued warrants for the purchase of up to 17,660,911 shares of the Company’s common stock to the investor. The April Note bears interest at a rate of 5% per annum. The April Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the April Note.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>May Convertible Notes </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On May 26, 2023, the Company entered into that certain Securities Purchase Agreement (the “May Purchase Agreement”) with certain institutional investors (the “May Investors”), pursuant to which the May Investor purchased a senior convertible promissory note in the aggregate original principal amount of $1,714,285.71 (the “May Note”) and warrants to purchase 44,069,041 shares of the Company’s common stock (the “May Warrants”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The May Note matures 12 months after issuance and bear interest at a rate of 5% per annum, as may be adjusted from time to time in accordance with Section 2 of the May Note. The May Note have an original issue discount of 30%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the May Note.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt/107% Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">At any time, the Company shall have the right to redeem all, but not less than all, of the amount then outstanding under the May Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (as defined in the Note) (a “Company Optional Redemption”). The portion of the May Note subject to a Company Optional Redemption shall be redeemed by the Company in cash at a price equal to the greater of (i) 10% premium to the amount then outstanding under the May Note to be redeemed, and (ii) the equity value of our common stock underlying the May Note. The equity value of our common stock underlying the May Note is calculated using the greatest closing sale price of our common stock on any trading day immediately preceding such redemption and the date we make the entire payment required. The Company may exercise its right to require redemption under the May Note by delivering a written notice thereof by electronic mail and overnight courier to all, but not less than all, of the holders of May Note.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The May Warrants are exercisable for shares of the Company’s common stock at a price equal to 120% of the closing sale price of the common stock on the trading day ended immediately prior to the closing date (the “May Warrant Exercise Price”) and expire five years from the date of issuance. The May Warrant Exercise Price is subject to customary adjustments for stock dividends, stock splits, recapitalizations and the like.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company accounted for the above Convertible Notes according to ASC 815. For the derivative financial instruments that are accounted for as liabilities, the derivative liability was initially recorded at its fair value and is being re-valued at each reporting date, with changes in the fair value reported in the statements of operations.</span></p> <p style="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For the warrants that were issued with each tranche of funding, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the warrants at inception and then calculates the relative fair value for each loan.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company deducts the total value of all discounts (OID, value of warrants, discount for derivative) from the calculated derivative liability with any difference accounted for as a loss on debt issuance. For the six months ended June 30, 2023, the Company recognized a total loss of the issuance of convertible debt of $2,676,526.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>  </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; color: #242424"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">From April 2023 through June 30, 2023, Walleye Opportunities Master Fund Ltd., converted $737,684 of the principal amount of the February Note into 25,450,000 shares of our common stock. </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company accounted for the conversions per ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20), resulting in a gain from conversion of debt of $260,882.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The following table summarizes the convertible notes outstanding as of June 30, 2023:</span></p> <p id="xdx_891_eus-gaap--ConvertibleDebtTableTextBlock_zwkclB0P6hXj" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8B7_z9UWfLZsf8w6">Convertible Debt</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_30C_134_z7l4anK4MJAf" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - CONVERTIBLE NOTES (Details)"> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Note Holder</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Date</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Maturity Date</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Interest</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Balance<br/> December 31,<br/> 2022</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Additions</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Conversions / Repayments</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Balance<br/> June 30, 2023</span></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 17%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Silverback Capital Corporation</span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98F_ecustom--NoteStartDate_c20230101__20230630__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zMHWjmtsYgNb" style="width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">3/31/2022</span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_ecustom--MaturityDate_c20230101__20230630__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zydABz4XdlXf" style="width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">3/31/2023</span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_983_ecustom--ConvertibleInterestRate_dp_uPure_c20230101__20230630__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zaYxhhVbRwaa" style="width: 8%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">8%</span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> $</span></td> <td id="xdx_98E_ecustom--ConvertibleNote_c20220101__20221231__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zkpyU9HcS698" style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">360,000</span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98C_eus-gaap--AdditionsToOtherAssetsAmount_c20230101__20230630__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zxtELDDTpBja" style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0778">—</span></span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_987_eus-gaap--ConversionOfStockAmountConverted1_c20230101__20230630__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zApQ3zy54J2e" style="width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(360,000)</span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98F_ecustom--ConvertibleNote_c20230101__20230630__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zktcXR4Bs8D1" style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0780">—</span></span></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Coventry Enterprises, LLC</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98A_ecustom--NoteStartDate_c20230101__20230630__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_zOrIDsTDaJh9" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">12/29/2022</span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_982_ecustom--MaturityDate_c20230101__20230630__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_zjvU54vmMsO" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">11/6/2023</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_984_ecustom--ConvertibleInterestRate_dp_uPure_c20230101__20230630__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_zR4WivzOHnP6" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5%</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_984_ecustom--ConvertibleNote_c20220101__20221231__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_zdcS3oxSxuPe" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">300,000</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98A_eus-gaap--AdditionsToOtherAssetsAmount_c20230101__20230630__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_zlXAbJT8bLb7" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0785">—</span></span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_989_eus-gaap--ConversionOfStockAmountConverted1_c20230101__20230630__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_z5R9V5Qf10m8" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(135,000)</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98E_ecustom--ConvertibleNote_c20230101__20230630__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_zMKlBZjNKce9" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">165,000</span></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Walleye Opportunities Fund</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_988_ecustom--NoteStartDate_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_zgIWzW9cRJY4" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2/21/2023</span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98B_ecustom--MaturityDate_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_zoyzaBFYu6l3" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2/21/2024</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_984_ecustom--ConvertibleInterestRate_dp_uPure_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_zvMG58aDmYa9" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5%</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_983_ecustom--ConvertibleNote_c20220101__20221231__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_z0i4QwKGrs29" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0791">—</span></span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_982_eus-gaap--AdditionsToOtherAssetsAmount_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_zdOMz2l5m0al" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2,500,000</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_989_eus-gaap--ConversionOfStockAmountConverted1_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_zYEAFIZGrIni" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(737,684)</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_988_ecustom--ConvertibleNote_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_zRWP0aTsSNs7" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,762,316</span></td></tr> <tr> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Walleye Opportunities Fund</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_984_ecustom--NoteStartDate_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundOneMember_zmHxXQvVmCB" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">4/10/2023</span></td> <td style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_983_ecustom--MaturityDate_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundFirstMember_z30AFw81Vkt" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">4/10/2024</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_989_ecustom--ConvertibleInterestRate_dp_uPure_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundFirstMember_zOgovsxLQMKa" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5%</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98F_ecustom--ConvertibleNote_c20220101__20221231__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundFirstMember_z7gWUa10NPU2" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0798">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_985_eus-gaap--AdditionsToOtherAssetsAmount_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundFirstMember_z9Fnn2P16Zbj" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,500,000</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_eus-gaap--ConversionOfStockAmountConverted1_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundFirstMember_zXQcWsco0JUi" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0800">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_ecustom--ConvertibleNote_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundFirstMember_zmx2mw4rqgNf" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,500,000</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Walleye Opportunities Fund</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98A_ecustom--NoteStartDate_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundSecondMember_zIA8KLIkcRWd" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5/26/2023</span></td> <td style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98A_ecustom--MaturityDate_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundSecondMember_zO2Yl1z6yec" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5/26/2024</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_986_ecustom--ConvertibleInterestRate_dp_uPure_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundSecondMember_zrkaAFJ2C3Yk" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5%</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98B_ecustom--ConvertibleNote_c20220101__20221231__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundSecondMember_zG4OW3bAUOMl" style="border-bottom: black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0805">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_eus-gaap--AdditionsToOtherAssetsAmount_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundSecondMember_z2DH2IeQAuFd" style="border-bottom: black 1pt solid; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,714,286</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_eus-gaap--ConversionOfStockAmountConverted1_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundSecondMember_zwl24eJVvhHc" style="border-bottom: black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0807">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,714,286</span></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Total</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 2.25pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_986_ecustom--TotalConvertibleNote_c20220101__20221231_z0Do3q7fWEq" style="border-bottom: black 2.25pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">660,000</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 2.25pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98F_eus-gaap--AdditionsToOtherAssetsAmount_c20230101__20230630_z7giXiGZz8y" style="border-bottom: black 2.25pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5,714,286</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 2.25pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_982_eus-gaap--ConversionOfStockAmountConverted1_iN_di_c20230101__20230630_zj69WmiWKCo9" style="border-bottom: black 2.25pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(1,232,684)</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.25pt double; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98B_ecustom--TotalConvertibleNote_c20230101__20230630_z6HMJVbJnqEf" style="border-bottom: Black 2.25pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5,141,602</span></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Less debt discount</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> $</span></td> <td id="xdx_98C_eus-gaap--AmortizationOfFinancingCostsAndDiscounts_c20220101__20221231_zaYApjOImBAb" style="border-bottom: black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(183,560)</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="5" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_988_eus-gaap--AmortizationOfFinancingCostsAndDiscounts_c20230101__20230630_zNupUW8ztS7l" style="border-bottom: black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(4,097,677)</span></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Convertible note payable, net</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.25pt double; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98A_ecustom--ConvertibleNotePayableNet_c20220101__20221231_zHPLO8GgCXYc" style="border-bottom: Black 2.25pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">476,440</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 2.25pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_986_ecustom--ConvertibleNotePayableNet_c20230101__20230630_zcwONUV5Vboa" style="border-bottom: black 2.25pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,043,925</span></td></tr> </table> <p id="xdx_8A0_z5QNtRJm8aLl" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">A summary of the activity of the derivative liability for the notes above is as follows:</span></p> <p id="xdx_89E_eus-gaap--ScheduleOfDerivativeInstrumentsTextBlock_zNKE7yQi1mvc" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_8BE_zB7DkxR9RRO" style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Schedule of Derivative Instruments</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <table cellpadding="0" cellspacing="0" id="xdx_305_134_zZs73FpXOou1" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - CONVERTIBLE NOTES (Details 1)"> <tr style="vertical-align: bottom"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" id="xdx_49B_20230630_zwZ3lYsgiEK" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_406_ecustom--DerivativeLiabilitiesNoncurrentBeginning_iI_zF2oUIZhOvUb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Balance at December 31, 2022</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0819">—</span></span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_409_ecustom--IncreaseToDerivativeDueToNewIssuances_iI_zD6rXv0qqzhd" style="vertical-align: bottom; background-color: White"> <td style="width: 70%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Increase to derivative due to new issuances</span></td><td style="width: 10%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="width: 18%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">4,217,944</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_400_ecustom--DecreaseToDerivativeDueToConversions1_iI_zn3WFLxyqD3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Decrease to derivative due to conversions</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(498,298</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">)</span></td></tr> <tr id="xdx_40F_ecustom--DecreaseToDerivativeDueToMarkToMarket_iI_zd2OZYthlMxf" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Decrease to derivative due to mark to market</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(1,136,079</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">)</span></td></tr> <tr id="xdx_406_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_zLwc4FdDuvQf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Balance at June 30, 2023</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2,583,567</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> <p id="xdx_8A1_z0grZqd9KI88" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company uses the Black Scholes pricing model to estimate the fair value of its derivatives. A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy, as of June 30, 2023 is as follows:</span></p> <p id="xdx_892_eus-gaap--ScheduleOfDerivativeAssetsAtFairValueTableTextBlock_zAvXNkMMAlW1" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8BB_z5h4nuH0JtDk">Schedule of Derivative Assets at Fair Value</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_303_134_zkYcQ5PvLcfc" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - CONVERTIBLE NOTES (Details 2)"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Inputs</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">June 30, 2023</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Initial <br/> Valuation</span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Stock price</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td id="xdx_987_eus-gaap--SaleOfStockPricePerShare_iI_c20230630_zkeygD3Czjfe" style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.0395</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="width: 12%; text-align: right"><span id="xdx_902_eus-gaap--SaleOfStockPricePerShare_iI_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MinimumMember_zcl8KV3l14tg" style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.0566</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">-<span id="xdx_90F_eus-gaap--SaleOfStockPricePerShare_iI_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MaximumMember_zjujmjOKur9j">0.1075</span></span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Conversion price</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td id="xdx_988_eus-gaap--DebtInstrumentConvertibleConversionPrice1_iI_c20230630_zoPnm1R3PQZ9" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.0305</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="text-align: right"><span id="xdx_90A_eus-gaap--DebtInstrumentConvertibleConversionPrice1_iI_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MinimumMember_z1Aiw5fxrTi1" style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.0534</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">-<span id="xdx_901_eus-gaap--DebtInstrumentConvertibleConversionPrice1_iI_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MaximumMember_zgKeIkH4QvTj">0.0591</span></span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Volatility (annual)</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td id="xdx_98B_ecustom--VolatilityRate_iI_dp_uPure_c20230630_z3a25V9CW2u1" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">181.1</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">%</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span id="xdx_901_ecustom--VolatilityRate_iI_dp_uPure_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MinimumMember_zVBSShJt5qc7" style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">165.3</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">%-<span id="xdx_90E_ecustom--VolatilityRate_iI_dp_uPure_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MaximumMember_z2HHGtkvDbG9">170.53</span></span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">%</span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Risk-free rate</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td id="xdx_98C_ecustom--RiskfreeRate_iI_dp_uPure_c20230630_zPX0AZyP1kC3" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5.47</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">%</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span id="xdx_90E_ecustom--RiskfreeRate_iI_dp_uPure_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MinimumMember_z3YkxoodKLEi" style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">4.7</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">-<span id="xdx_90D_ecustom--RiskfreeRate_iI_dp_uPure_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MaximumMember_zJO4xIDDSTdl">5.07</span></span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">%</span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Dividend rate</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td id="xdx_983_ecustom--DividendRate_iI_uPure_c20230630_zucXHM43Zgv5" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0842">—</span>  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Years to maturity</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td id="xdx_981_ecustom--YearsToMaturity1_c20230101__20230630_zTZRAO0PThQ1" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.65</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">.<span id="xdx_900_ecustom--YearsToMaturity1_dtY_c20230101__20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MinimumMember_zzIjQljdqyN4">87</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">-<span id="xdx_904_ecustom--YearsToMaturity1_c20230101__20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MaximumMember_zR36Gkp6rd54">1</span></span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> <p id="xdx_8A2_zlLsT2OmE8H5" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b> </b></span></p> <p id="xdx_891_eus-gaap--ConvertibleDebtTableTextBlock_zwkclB0P6hXj" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8B7_z9UWfLZsf8w6">Convertible Debt</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_30C_134_z7l4anK4MJAf" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - CONVERTIBLE NOTES (Details)"> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Note Holder</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Date</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Maturity Date</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Interest</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Balance<br/> December 31,<br/> 2022</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Additions</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Conversions / Repayments</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Balance<br/> June 30, 2023</span></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 17%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Silverback Capital Corporation</span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98F_ecustom--NoteStartDate_c20230101__20230630__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zMHWjmtsYgNb" style="width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">3/31/2022</span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_ecustom--MaturityDate_c20230101__20230630__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zydABz4XdlXf" style="width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">3/31/2023</span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_983_ecustom--ConvertibleInterestRate_dp_uPure_c20230101__20230630__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zaYxhhVbRwaa" style="width: 8%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">8%</span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> $</span></td> <td id="xdx_98E_ecustom--ConvertibleNote_c20220101__20221231__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zkpyU9HcS698" style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">360,000</span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98C_eus-gaap--AdditionsToOtherAssetsAmount_c20230101__20230630__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zxtELDDTpBja" style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0778">—</span></span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_987_eus-gaap--ConversionOfStockAmountConverted1_c20230101__20230630__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zApQ3zy54J2e" style="width: 10%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(360,000)</span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98F_ecustom--ConvertibleNote_c20230101__20230630__dei--LegalEntityAxis__custom--SilverbackCapitalCorporationMember_zktcXR4Bs8D1" style="width: 9%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0780">—</span></span></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Coventry Enterprises, LLC</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98A_ecustom--NoteStartDate_c20230101__20230630__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_zOrIDsTDaJh9" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">12/29/2022</span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_982_ecustom--MaturityDate_c20230101__20230630__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_zjvU54vmMsO" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">11/6/2023</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_984_ecustom--ConvertibleInterestRate_dp_uPure_c20230101__20230630__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_zR4WivzOHnP6" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5%</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_984_ecustom--ConvertibleNote_c20220101__20221231__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_zdcS3oxSxuPe" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">300,000</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98A_eus-gaap--AdditionsToOtherAssetsAmount_c20230101__20230630__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_zlXAbJT8bLb7" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0785">—</span></span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_989_eus-gaap--ConversionOfStockAmountConverted1_c20230101__20230630__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_z5R9V5Qf10m8" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(135,000)</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98E_ecustom--ConvertibleNote_c20230101__20230630__dei--LegalEntityAxis__custom--CoventryEnterprisesLLCMember_zMKlBZjNKce9" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">165,000</span></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Walleye Opportunities Fund</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_988_ecustom--NoteStartDate_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_zgIWzW9cRJY4" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2/21/2023</span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98B_ecustom--MaturityDate_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_zoyzaBFYu6l3" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2/21/2024</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_984_ecustom--ConvertibleInterestRate_dp_uPure_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_zvMG58aDmYa9" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5%</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_983_ecustom--ConvertibleNote_c20220101__20221231__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_z0i4QwKGrs29" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0791">—</span></span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_982_eus-gaap--AdditionsToOtherAssetsAmount_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_zdOMz2l5m0al" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2,500,000</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_989_eus-gaap--ConversionOfStockAmountConverted1_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_zYEAFIZGrIni" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(737,684)</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_988_ecustom--ConvertibleNote_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundMember_zRWP0aTsSNs7" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,762,316</span></td></tr> <tr> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Walleye Opportunities Fund</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_984_ecustom--NoteStartDate_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundOneMember_zmHxXQvVmCB" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">4/10/2023</span></td> <td style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_983_ecustom--MaturityDate_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundFirstMember_z30AFw81Vkt" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">4/10/2024</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_989_ecustom--ConvertibleInterestRate_dp_uPure_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundFirstMember_zOgovsxLQMKa" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5%</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98F_ecustom--ConvertibleNote_c20220101__20221231__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundFirstMember_z7gWUa10NPU2" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0798">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_985_eus-gaap--AdditionsToOtherAssetsAmount_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundFirstMember_z9Fnn2P16Zbj" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,500,000</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_eus-gaap--ConversionOfStockAmountConverted1_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundFirstMember_zXQcWsco0JUi" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0800">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_ecustom--ConvertibleNote_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundFirstMember_zmx2mw4rqgNf" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,500,000</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Walleye Opportunities Fund</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98A_ecustom--NoteStartDate_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundSecondMember_zIA8KLIkcRWd" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5/26/2023</span></td> <td style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98A_ecustom--MaturityDate_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundSecondMember_zO2Yl1z6yec" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5/26/2024</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_986_ecustom--ConvertibleInterestRate_dp_uPure_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundSecondMember_zrkaAFJ2C3Yk" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5%</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98B_ecustom--ConvertibleNote_c20220101__20221231__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundSecondMember_zG4OW3bAUOMl" style="border-bottom: black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0805">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_eus-gaap--AdditionsToOtherAssetsAmount_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundSecondMember_z2DH2IeQAuFd" style="border-bottom: black 1pt solid; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,714,286</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_eus-gaap--ConversionOfStockAmountConverted1_c20230101__20230630__dei--LegalEntityAxis__custom--WalleyeOpportunitiesFundSecondMember_zwl24eJVvhHc" style="border-bottom: black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0807">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,714,286</span></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Total</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 2.25pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_986_ecustom--TotalConvertibleNote_c20220101__20221231_z0Do3q7fWEq" style="border-bottom: black 2.25pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">660,000</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 2.25pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98F_eus-gaap--AdditionsToOtherAssetsAmount_c20230101__20230630_z7giXiGZz8y" style="border-bottom: black 2.25pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5,714,286</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 2.25pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_982_eus-gaap--ConversionOfStockAmountConverted1_iN_di_c20230101__20230630_zj69WmiWKCo9" style="border-bottom: black 2.25pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(1,232,684)</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.25pt double; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98B_ecustom--TotalConvertibleNote_c20230101__20230630_z6HMJVbJnqEf" style="border-bottom: Black 2.25pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5,141,602</span></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Less debt discount</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> $</span></td> <td id="xdx_98C_eus-gaap--AmortizationOfFinancingCostsAndDiscounts_c20220101__20221231_zaYApjOImBAb" style="border-bottom: black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(183,560)</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="5" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_988_eus-gaap--AmortizationOfFinancingCostsAndDiscounts_c20230101__20230630_zNupUW8ztS7l" style="border-bottom: black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(4,097,677)</span></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Convertible note payable, net</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.25pt double; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98A_ecustom--ConvertibleNotePayableNet_c20220101__20221231_zHPLO8GgCXYc" style="border-bottom: Black 2.25pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">476,440</span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 2.25pt double"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_986_ecustom--ConvertibleNotePayableNet_c20230101__20230630_zcwONUV5Vboa" style="border-bottom: black 2.25pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,043,925</span></td></tr> </table> 3/31/2022 3/31/2023 0.08 360000 -360000 12/29/2022 11/6/2023 0.05 300000 -135000 165000 2/21/2023 2/21/2024 0.05 2500000 -737684 1762316 4/10/2023 4/10/2024 0.05 1500000 1500000 5/26/2023 5/26/2024 0.05 1714286 660000 5714286 1232684 5141602 -183560 -4097677 476440 1043925 <p id="xdx_89E_eus-gaap--ScheduleOfDerivativeInstrumentsTextBlock_zNKE7yQi1mvc" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_8BE_zB7DkxR9RRO" style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Schedule of Derivative Instruments</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <table cellpadding="0" cellspacing="0" id="xdx_305_134_zZs73FpXOou1" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - CONVERTIBLE NOTES (Details 1)"> <tr style="vertical-align: bottom"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" id="xdx_49B_20230630_zwZ3lYsgiEK" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_406_ecustom--DerivativeLiabilitiesNoncurrentBeginning_iI_zF2oUIZhOvUb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Balance at December 31, 2022</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0819">—</span></span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_409_ecustom--IncreaseToDerivativeDueToNewIssuances_iI_zD6rXv0qqzhd" style="vertical-align: bottom; background-color: White"> <td style="width: 70%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Increase to derivative due to new issuances</span></td><td style="width: 10%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="width: 18%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">4,217,944</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_400_ecustom--DecreaseToDerivativeDueToConversions1_iI_zn3WFLxyqD3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Decrease to derivative due to conversions</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(498,298</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">)</span></td></tr> <tr id="xdx_40F_ecustom--DecreaseToDerivativeDueToMarkToMarket_iI_zd2OZYthlMxf" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Decrease to derivative due to mark to market</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">(1,136,079</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">)</span></td></tr> <tr id="xdx_406_eus-gaap--DerivativeLiabilitiesNoncurrent_iI_zLwc4FdDuvQf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Balance at June 30, 2023</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2,583,567</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> 4217944 -498298 -1136079 2583567 <p id="xdx_892_eus-gaap--ScheduleOfDerivativeAssetsAtFairValueTableTextBlock_zAvXNkMMAlW1" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8BB_z5h4nuH0JtDk">Schedule of Derivative Assets at Fair Value</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_303_134_zkYcQ5PvLcfc" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - CONVERTIBLE NOTES (Details 2)"> <tr style="vertical-align: bottom"> <td style="border-bottom: Black 1pt solid"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Inputs</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">June 30, 2023</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Initial <br/> Valuation</span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Stock price</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td id="xdx_987_eus-gaap--SaleOfStockPricePerShare_iI_c20230630_zkeygD3Czjfe" style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.0395</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="width: 12%; text-align: right"><span id="xdx_902_eus-gaap--SaleOfStockPricePerShare_iI_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MinimumMember_zcl8KV3l14tg" style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.0566</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">-<span id="xdx_90F_eus-gaap--SaleOfStockPricePerShare_iI_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MaximumMember_zjujmjOKur9j">0.1075</span></span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Conversion price</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td id="xdx_988_eus-gaap--DebtInstrumentConvertibleConversionPrice1_iI_c20230630_zoPnm1R3PQZ9" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.0305</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="text-align: right"><span id="xdx_90A_eus-gaap--DebtInstrumentConvertibleConversionPrice1_iI_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MinimumMember_z1Aiw5fxrTi1" style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.0534</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">-<span id="xdx_901_eus-gaap--DebtInstrumentConvertibleConversionPrice1_iI_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MaximumMember_zgKeIkH4QvTj">0.0591</span></span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Volatility (annual)</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td id="xdx_98B_ecustom--VolatilityRate_iI_dp_uPure_c20230630_z3a25V9CW2u1" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">181.1</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">%</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span id="xdx_901_ecustom--VolatilityRate_iI_dp_uPure_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MinimumMember_zVBSShJt5qc7" style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">165.3</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">%-<span id="xdx_90E_ecustom--VolatilityRate_iI_dp_uPure_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MaximumMember_z2HHGtkvDbG9">170.53</span></span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">%</span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Risk-free rate</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td id="xdx_98C_ecustom--RiskfreeRate_iI_dp_uPure_c20230630_zPX0AZyP1kC3" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5.47</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">%</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span id="xdx_90E_ecustom--RiskfreeRate_iI_dp_uPure_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MinimumMember_z3YkxoodKLEi" style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">4.7</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">-<span id="xdx_90D_ecustom--RiskfreeRate_iI_dp_uPure_c20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MaximumMember_zJO4xIDDSTdl">5.07</span></span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">%</span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Dividend rate</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td id="xdx_983_ecustom--DividendRate_iI_uPure_c20230630_zucXHM43Zgv5" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0842">—</span>  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Years to maturity</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td id="xdx_981_ecustom--YearsToMaturity1_c20230101__20230630_zTZRAO0PThQ1" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.65</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">.<span id="xdx_900_ecustom--YearsToMaturity1_dtY_c20230101__20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MinimumMember_zzIjQljdqyN4">87</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">-<span id="xdx_904_ecustom--YearsToMaturity1_c20230101__20230630__us-gaap--FairValueByAssetClassAxis__custom--InitialValuationMember__srt--RangeAxis__srt--MaximumMember_zR36Gkp6rd54">1</span></span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> 0.0395 0.0566 0.1075 0.0305 0.0534 0.0591 1.811 1.653 1.7053 0.0547 0.047 0.0507 0.65 87 1 <p id="xdx_80E_eus-gaap--RelatedPartyTransactionsDisclosureTextBlock_zcgAdF3i8ky4" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 8 – <span id="xdx_820_z2dDoMoMGMTh">RELATED PARTY TRANSACTIONS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Dan Bates, CEO</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On February 21, 2021, the Company amended the employment agreement with Dan Bates, CEO. The amendment extended the</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">term of his agreement from three years commencing May 27, 2020, to expire on May 27, 2025.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">As of June 30, 2023 and December 31, 2022, the Company owed Mr. Bates $240,000 and $220,000, respectively, for accrued compensation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company issued to Mr. Bates three separate promissory notes, 1) on August 1, 2022, for $1,000, 2) on September 15, 2022, for $35,040, and 3) on October 6, 2022, for $1,000. The notes bear interest at 8% and are due on demand. As of December 31, 2022, the Company repaid $20,000, for a balance due of principal and interest of $26,040 and $977. During the six months ended June 30, 2023, Mr. Bates loaned the Company an additional $5,000 and was repaid $10,000. As of June 30, 2023, the balance due of principal and interest of $21,040 and $1,869.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Rachel Boulds, CFO</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company entered into a consulting agreement with Rachel Boulds, effective as of May 1, 2021, to serve as part-time Chief Financial Officer for compensation of $5,000 per month, which increased to $7,500 in June 2023. As of June 30, 2023 and December 31, 2022, the Company owes Ms. Boulds $7,500 and $25,000 for accrued compensation, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Daniel Harris, Chief Revenue Officer</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">As of June 30, 2023 and December 31, 2022, the Company owed Mr. Harris, $17,500 and $37,500, respectively, for accrued compensation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>John Owen</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Mr. Owen’s consulting agreement and his role as Chief Operating Officer were terminated effective as of November 21, 2022. Per the terms of the separation agreement with Mr. Owen, the Company acknowledges past due salary of $62,500. The Company made an initial payment of $2,500 and agreed to pay $5,000 a month beginning in January 2023. As of June 30, 2023, the Company owed Mr. Owen $25,000.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Erfran Ibrahim, former CTO</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">As of June 30, 2023 and December 31, 2022, the Company owed Mr. Ibrahim, $60,000 and $60,000, respectively, for accrued compensation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Michael Dorsey, Director</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">As of June 30, 2023 and December 31, 2022, the Company owed Mr. Dorsey, $4,500 and $9,000, respectively, for accrued director fees.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Greg Boehmer, Director</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">As of June 30, 2023 and December 31, 2022, the Company owed Mr. Boehmer, $2,000 and $4,500, respectively, for accrued director fees. In addition, the Company owes Mr. Boehmer $0 and $7,000, for consulting services as of June 30, 2023 and December 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Bart Fisher, Director</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On February 23, 2023. Mr. Fisher was granted 500,000 shares of common stock. The shares were valued at $0.122, the closing stock price on the date of grant, for total non-cash stock compensation of $61,000.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_80A_ecustom--CommonStockTextBlock_zQx4LGkO3cg" style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 9 – <span id="xdx_82F_zcJpaLrXBHR5">COMMON STOCK</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company has entered into three consulting agreements that required the issuance of a total of 31,251 shares of common stock per month through May 2023. For the six months ended June 30, 2023, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $9,172. As of June 30, 2023, the shares due have not been issued by the transfer agent and are included in common stock to be issued.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company has entered into a consulting agreement that requires the issuance of 5,000 shares of common stock per month beginning February 2022. For the six months ended June 30, 2023, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $1,537. As of June 30, 2023, the shares due have not been issued by the transfer agent and are included in common stock to be issued.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">In addition to the monthly shares granted the Company also granted the following:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On January 26, 2023, the Company issued a total of 10,500,000 shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant to the Signed Securities Purchase Agreements on January 26, 2023, for total cash proceeds of $210,000. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On January 30, 2023, the Company granted 1,000,000 shares of common stock for services. The shares were valued at $0.063, the closing stock price on the date of grant, for total non-cash compensation expense of $62,800.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black; background-color: white">On February 16, 2023, the Board of Directors approved a special dividend of five shares of the Company's common stock for every one hundred shares of common stock issued and outstanding (the "Dividend"). The record date for the Dividend is February 27, 2023, and the payment date is March 13, 2023. The shares were valued at $0.068, for a total value of $1,483,528, which has been debited to the accumulated deficit.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On February 21, 2023, Silverback Capital Corporation, fully converted its note dated March 31, 2022, with principal and interest of $360,000 and $25,723, respectively, into 19,286,137 shares of common stock.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On February 22, 2023, the Company issued 6,250,000 shares of common stock and warrants to purchase up to 6,250,000 additional shares of common stock, to an individual pursuant to the Signed Securities Purchase Agreement, for total cash proceeds of $125,000. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On February 23, 2023, the Company granted 600,000 shares of common stock for services. The shares were valued at $0.122, the closing stock price on the date of grant, for total non-cash compensation expense of $73,200.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On March 7, 2023, the Company granted 850,000 shares of common stock for services. The shares were valued at $0.068, the closing stock price on the date of grant, for total non-cash compensation expense of $57,375.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On March 17, 2023, the Company granted 3,000,000 shares of common stock for services. The shares were valued at $0.065, the closing stock price on the date of grant, for total non-cash compensation expense of $194,400.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Refer to Note 8 for shares issued to related parties.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_801_eus-gaap--PreferredStockTextBlock_zJCusyyBz81e" style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 10 – <span id="xdx_826_zDKoKWDIyPce">PREFERRED STOCK</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The Company is authorized to issue 10,000,000 shares of Preferred Stock at $0.001 par value per share with the following designations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Series A Redeemable Preferred Stock</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On September 21, 2020, the Company created a series of Preferred Stock designating 2,000,000 shares as Series A Redeemable Preferred Stock ranks senior to the Company’s Common Stock upon the liquidation, dissolution or winding up of the Company. The Series A Preferred Stock does not bear a dividend or have voting rights and is not convertible into shares of our Common Stock.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Series B Preferred Stock</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 14, 2020, the Company designated 2,000,000 shares of its authorized preferred stock as Series B Convertible, Non-voting Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock does not bear a dividend or have voting rights. The Series B Preferred Stock automatically converted into shares of common stock on January 1, 2023, at the rate of 10 shares of common stock for each share of Series B Preferred Stock; however, due to an ongoing dispute with certain holders of the Series B Preferred Stock, which is expected to be resolved through binding arbitration in December 2023, such conversion has not been effectuated as of the date hereof. Holders of our Series B Preferred Stock have anti-dilution rights protecting their interests in the Company from the issuance of any additional shares of capital stock for a two year period following conversion of the Series B Preferred Stock calculated at the rate of 20% on a fully diluted basis.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On December 17, 2020, the Company entered into a three-year consulting agreement with Leonard Tucker LLC. Per the terms of the agreement, <span style="background-color: white">Leonard Tucker LLC</span> received 2,000,000 shares of Series B Preferred Stock for services provided, which shares of Series B Preferred Stock is to be classified as mezzanine equity until they are fully issued.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; color: #201F1E"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Series C Preferred Stock</i></span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On February 19, 2021, the Company amended its Articles of Incorporation whereby 2,000,000 shares of preferred stock were designated Series C Convertible Preferred Stock. The holders of the Series C Convertible Preferred Stock are entitled to 100 votes and shall vote together with the holders of common stock. Each share of the Series C Convertible Preferred Stock automatically converted into ten shares of common stock on January 1, 2023; however, such conversion has not been effectuated as of the date hereof.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b> </b></span></p> <p id="xdx_801_ecustom--WarrantsTextblock_zSMsZoZObRu8" style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 11 – <span id="xdx_829_zz0rMGLfNQNi">WARRANTS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On October 6, 2022, the Company issued warrants to purchase up to 40,000 shares of common stock in conjunction with the issuance of a note payable. The warrants are exercisable for 3 years with an exercise price of $0.01. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">January 26, 2023, the Company issued a total of 10,500,000 shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant to a Securities Purchase Agreement signed on January 26, 2023, for total cash proceeds of $210,000. The warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expire three years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $134,836, which has been accounted for in additional paid in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On February 17, 2023, the investor under that certain Securities Purchase Agreement (the “February Purchase Agreement”) purchased a senior convertible promissory note in the original principal amount of $2,500,000 and a warrant to purchase 29,424,850 shares of the Company’s common stock (the “February Warrant”). The February Warrant is exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expires five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $1,381,489 which has been accounted for in additional paid in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On February 22, 2023, the Company entered into and closed on those certain Securities Purchase Agreements with five (5) investors (the “Reg. D Investors”), pursuant to which the Company issued 6,250,000 shares of common stock and warrants to purchase up to 6,250,000 additional shares of common stock (the “Reg. D Warrants”) for total cash proceeds of $125,000. The Reg. D Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $193,063 which has been accounted for in additional paid in capital.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Pursuant to the February Purchase Agreement, on April 10, 2023, the Company issued a senior convertible promissory note in the original principal amount of $1,500,000 and warrants to purchase 17,660,911 shares of the Company’s common stock (the “April Warrants”). The April Warrants are exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expire five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $587,384 which has been accounted for in additional paid in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On May 26, 2023, the Company entered into that certain Securities Purchase Agreement (the “May Purchase Agreement”) with certain institutional investors (the “May Investors”), pursuant to which the May Investors purchased senior convertible promissory notes in the aggregate original principal amount of $1,714,285.71 and warrants to purchase 44,069,041 shares of the Company’s common stock (the “May Warrants”). The May Warrants are exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expire five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $760,980 which has been accounted for in additional paid in capital.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_89D_eus-gaap--ScheduleOfShareBasedCompensationActivityTableTextBlock_ztvywWmqkMzj" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8BB_zYXSW5G6wqr2" style="display: none">Share-Based Payment Arrangement, Activity</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30F_134_zkYC5uSDmxz8" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Warrants (Details)"> <tr> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>Number of<br/> Warrants</b></span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>Weighted<br/> Average<br/> Exercise<br/> Price</b></span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>Weighted Average<br/> Remaining Contract Term</b></span></td> <td style="vertical-align: top; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>Intrinsic Value</b></span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; width: 39%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Outstanding, December 31, 2021</span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_c20220101__20221231_zc2AVfVgb0Ke" style="vertical-align: bottom; width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0856">—</span></span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_c20220101__20221231_zpD1bhtkuw46" style="vertical-align: bottom; width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0857">—</span></span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 14%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: top; width: 1%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; width: 2%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Issued</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_c20220101__20221231_zlerUEbU1ynh" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">9,040,000</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_c20220101__20221231_zVR1PPQHKlx8" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.02</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_987_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1_dtY_c20220101__20221231_zPnfKAZ9VCEl" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2.49</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Cancelled</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_c20220101__20221231_zNPFZrGKjvqc" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0861">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_c20220101__20221231_zgzKFJCYRLGb" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0862">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Exercised</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_988_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20220101__20221231_zkdCYp3p5ZYc" style="border-bottom: Black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0863">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_c20220101__20221231_z4gd54mmqXX" style="border-bottom: Black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0864">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Outstanding, December 31, 2022</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_c20230101__20230630_zB98VZbY76zk" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">9,040,000</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_c20230101__20230630_zHVd4axD5NI6" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.02</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_985_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm2_dtY_c20220101__20221231_zZys3wYkwsX2" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2.25</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Issued</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_c20230101__20230630_zGKmVfMFNnEk" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">107,904,802</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_c20230101__20230630_ziUj3AMt5Hmf" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.04</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; text-align: right"><p id="xdx_986_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm4_dtY_c20230101__20230630_ztsDgJDl2Vc2" style="margin-top: 0; margin-bottom: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">4.46</span></p></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Cancelled</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_c20230101__20230630_zgryU4vogLKc" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0871">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_c20230101__20230630_zq9ozNdtwfVg" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0872">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Exercised</span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_980_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20230101__20230630_zlg48dOjIHk1" style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0873">—</span></span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_c20230101__20230630_zIgaravwKl22" style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0874">—</span></span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Outstanding, June 30, 2023</span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iE_c20230101__20230630_zcyCWzZekdR1" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">116,944,802</span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iE_c20230101__20230630_ztry0Pph4vG1" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.037</span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_982_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1_dtY_c20230101__20230630_zbF9Vv1E18Yj" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">4.25</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue_iI_c20230630_z36T1rCEwCfd" style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">345,500</span></td></tr> </table> <p id="xdx_8AD_zMSW4BNcQTh7" style="font: 12pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_89D_eus-gaap--ScheduleOfShareBasedCompensationActivityTableTextBlock_ztvywWmqkMzj" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8BB_zYXSW5G6wqr2" style="display: none">Share-Based Payment Arrangement, Activity</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30F_134_zkYC5uSDmxz8" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Warrants (Details)"> <tr> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>Number of<br/> Warrants</b></span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>Weighted<br/> Average<br/> Exercise<br/> Price</b></span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>Weighted Average<br/> Remaining Contract Term</b></span></td> <td style="vertical-align: top; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>Intrinsic Value</b></span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; width: 39%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Outstanding, December 31, 2021</span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_c20220101__20221231_zc2AVfVgb0Ke" style="vertical-align: bottom; width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0856">—</span></span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_c20220101__20221231_zpD1bhtkuw46" style="vertical-align: bottom; width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0857">—</span></span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 1%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; width: 14%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: top; width: 1%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; width: 2%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Issued</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_c20220101__20221231_zlerUEbU1ynh" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">9,040,000</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_c20220101__20221231_zVR1PPQHKlx8" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.02</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_987_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1_dtY_c20220101__20221231_zPnfKAZ9VCEl" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2.49</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Cancelled</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_c20220101__20221231_zNPFZrGKjvqc" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0861">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_c20220101__20221231_zgzKFJCYRLGb" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0862">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Exercised</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_988_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20220101__20221231_zkdCYp3p5ZYc" style="border-bottom: Black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0863">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_c20220101__20221231_z4gd54mmqXX" style="border-bottom: Black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0864">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Outstanding, December 31, 2022</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_c20230101__20230630_zB98VZbY76zk" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">9,040,000</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_c20230101__20230630_zHVd4axD5NI6" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.02</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_985_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm2_dtY_c20220101__20221231_zZys3wYkwsX2" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2.25</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Issued</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_c20230101__20230630_zGKmVfMFNnEk" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">107,904,802</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_c20230101__20230630_ziUj3AMt5Hmf" style="vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.04</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; text-align: right"><p id="xdx_986_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm4_dtY_c20230101__20230630_ztsDgJDl2Vc2" style="margin-top: 0; margin-bottom: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">4.46</span></p></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Cancelled</span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_c20230101__20230630_zgryU4vogLKc" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0871">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_c20230101__20230630_zq9ozNdtwfVg" style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0872">—</span></span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Exercised</span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_980_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20230101__20230630_zlg48dOjIHk1" style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0873">—</span></span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_c20230101__20230630_zIgaravwKl22" style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0874">—</span></span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Outstanding, June 30, 2023</span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iE_c20230101__20230630_zcyCWzZekdR1" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">116,944,802</span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iE_c20230101__20230630_ztry0Pph4vG1" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">0.037</span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-bottom: 1.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: bottom"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_982_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1_dtY_c20230101__20230630_zbF9Vv1E18Yj" style="border-bottom: black 1.5pt solid; vertical-align: bottom; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">4.25</span></td> <td style="vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue_iI_c20230630_z36T1rCEwCfd" style="border-bottom: black 1.5pt solid; vertical-align: top; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">345,500</span></td></tr> </table> 9040000 0.02 P2Y5M26D 9040000 0.02 P2Y3M 107904802 0.04 P4Y5M15D 116944802 0.037 P4Y3M 345500 <p id="xdx_800_eus-gaap--CommitmentsAndContingenciesDisclosureTextBlock_z6LgQidfajpc" style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 12 – <span id="xdx_828_zfqTCrYbwdt8">COMMITMENTS AND CONTINGENCIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><i>Project Finance Arrangement</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On November 4, 2022, the Company entered into a consulting agreement (the “Agreement”) with Edge Management, LLC (“Edge”), a services firm based in New York City. Under the Agreement, Edge will assist us to develop, structure and implement project finance strategies (“Project Finance”) for our clean energy installations around the world. Financing strategies will be in amounts and upon terms acceptable to us, and may include, without limitation, common and preferred equity financing, mezzanine and other junior debt financing, and/or senior debt financing, including but not limited to one or more bond offerings (“Project Financing(s)”). Under the Agreement, Edge is engaged as our exclusive representative for Project Financing matters. Edge is entitled to receive a cash payment for any Project Financing involving as follows: 5% of the gross amount of the funding facilities (up to $500 million) of all forms approved by the lender (“Lender”) introduced by Edge and or its affiliates and accepted by the Company on closing (“Closing”), 4% of the gross amount of the funding facilities (for the tranche of funding ranging from $500,000,001 to $1,000,000,000) approved by the Lender introduced by Edge and or its affiliates and accepted by the Company on Closing, and 3% of the subsequent gross amount ($1,000,000,001 and greater) of the funding facilities of all forms approved by the Lender introduced by Edge and/or its affiliates and accepted by the Company on Closing. In addition to the cash consulting fee, Edge shall be issued cashless, five-year warrants equal to: 2% (at a strike price to be mutually determined by the Parties for the first tranche of funding, up to $500 million), 1% (at a strike price to be mutually determined by the Parties for the tranche of funding ranging from $500,000,001 to $1,000,000,000), and 1% (at a strike price to be mutually determined by the Parties for any and all subsequent Debt Funding ($1,000,000,001 and greater)) of the outstanding common and preferred shares, warrants, options, and other forms of participation in the our Company on Closing.. The Agreement has an initial term of one (1) year and is cancellable by either party on ninety (90) days written notice. There is no guarantee that Edge will be successful in helping us obtain Project Financing.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b><i>Legal Proceedings</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Presently, except as described below, there are not any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On January 30, 2023, Leonard Tucker, LLC (“Tucker”), one of the holders of the Company’s Series B Convertible Non-Voting Preferred Stock (the “Series B Preferred Stock”) filed an action against the Company (the “Tucker Litigation”) in the Second Judicial District Court of the State of Nevada (Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific performance and declaratory relief (the “Tucker Complaint”). The Tucker Litigation arises from the 3-year Consulting Agreement the Company entered into with Tucker on December 17, 2020 (the “Tucker Agreement”), whereby Tucker agreed to perform certain strategic and business development services to the Company in exchange for 2,000,000 shares of Series B Preferred Stock and a consulting fee of $20,000 per month.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The 2,000,000 shares of Series B Preferred Stock automatically converted into 20,000,000 shares of the Company’s common stock (the “Common Stock”) on January 1, 2023. However, the Company’s Transfer Agent was instructed to not issue the shares of Common Stock because of the ongoing dispute between the Company and Tucker regarding Tucker’s ability to perform under the Tucker Agreement due to the action filed by the United States Securities and Exchange Commission against Profile Solutions, Inc., Dan Oran and Tucker on September 9, 2022 in the United States District Court Southern District of Florida (Case No. 1:22-cv-22881) alleging, among other things, that Tucker violated Section 17(a)(1) and 17(a)(3) of the Securities Act of 1933 and aided and abetted violations of Section 10(b) and Rule 10-b5.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Tucker is seeking, among other things, that the Company issue the shares of Common Stock issuable upon conversion of the Series B Preferred Stock pursuant to the Tucker Agreement. The Company is contesting all of the allegations set forth in the Tucker Complaint.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pursuant to the terms of the Tucker Agreement, the Company expects to have the Tucker Litigation resolved through binding arbitration in December 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b><i>Non-Related Party Consulting Agreements</i></b></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">  </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The following is a summary of compensation related to consulting agreements in 2023.</span></p> <p id="xdx_897_eus-gaap--ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock_zLfZH1mn5BKc" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8BF_zdui47dGxxSa">Schedule of Share-Based Payment</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30F_134_zs6ncVMUF7Ki" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - COMMITMENTS AND CONTINGENCIES (Details)"> <tr> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="4" style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Stock Compensation</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr> <td style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Consultant</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Current Contract Date</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"># Shares</span></td> <td style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-top: black 1pt solid; border-bottom: Black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Value</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2023 Compensation</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: Black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Owed as of<br/> 6/30/2023</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">John Shaw</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_980_ecustom--CurrentContractDate_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zbIudK2x96Ml" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">3/1/2021</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td style="border-top: Black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98C_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zN9xsVAcgv68" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">30,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98F_ecustom--CompensationOwed_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zKrIXHVbhj45" style="border-top: Black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">25,000</span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Chris Galazzi</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98D_ecustom--CurrentContractDate_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zrTnDJJTjf9b" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5/2/2021</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zLeYq1hz6SI4" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">31,251</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_989_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zCcovwEKcpCg" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,995</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_983_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20230101__20230930__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zd8Q0jarx6V9" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">45,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98A_ecustom--CompensationOwed_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zXgJO4c6Jkh2" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">30,000</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Venkat Kumar Tangirala</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_989_ecustom--CurrentContractDate_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zlh0Q0Czi0u4" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1/1/2022</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_980_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zvZbsRRuil8c" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">30,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_981_ecustom--CompensationOwed_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zEi9RIIbbEU2" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">55,000</span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Alpen Group LLC</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98B_ecustom--CurrentContractDate_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zAMGndnU0uAc" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1/1/2022</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zIor2U5yqH1a" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">15,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_983_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zj4uiA1pP3n4" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">950</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_989_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zBq1d28KcFL8" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">15,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_980_ecustom--CompensationOwed_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zxQSm8B5UQ97" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">35,000</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Strategic Innovations</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_980_ecustom--CurrentContractDate_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zOi43ttjgYz6" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1/1/2023</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_989_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zmg4x1cMvW49" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">30,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_987_ecustom--CompensationOwed_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_z3Zd0J1Mbd8e" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0901">—</span></span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Fraxon Marketing</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_986_ecustom--CurrentContractDate_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--FraxonMarketingMember_zum8TDFwpi39" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">3/15/2023</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_983_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--FraxonMarketingMember_zgkCzRpYuFM8" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">60,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_987_ecustom--CompensationOwed_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--FraxonMarketingMember_zKaSn4R7bzRi" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">10,000</span></td></tr> </table> <p id="xdx_8A0_zT2iwpKNYUj9" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b> </b></span></p> <p id="xdx_897_eus-gaap--ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock_zLfZH1mn5BKc" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span id="xdx_8BF_zdui47dGxxSa">Schedule of Share-Based Payment</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30F_134_zs6ncVMUF7Ki" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - COMMITMENTS AND CONTINGENCIES (Details)"> <tr> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="4" style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Stock Compensation</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr> <td style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Consultant</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Current Contract Date</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"># Shares</span></td> <td style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-top: black 1pt solid; border-bottom: Black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Value</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">2023 Compensation</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="2" style="border-bottom: Black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Owed as of<br/> 6/30/2023</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">John Shaw</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_980_ecustom--CurrentContractDate_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zbIudK2x96Ml" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">3/1/2021</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td style="border-top: Black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98C_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zN9xsVAcgv68" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">30,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98F_ecustom--CompensationOwed_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zKrIXHVbhj45" style="border-top: Black 1pt solid; vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">25,000</span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Chris Galazzi</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98D_ecustom--CurrentContractDate_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zrTnDJJTjf9b" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">5/2/2021</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zLeYq1hz6SI4" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">31,251</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_989_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zCcovwEKcpCg" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1,995</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_983_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20230101__20230930__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zd8Q0jarx6V9" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">45,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_98A_ecustom--CompensationOwed_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zXgJO4c6Jkh2" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">30,000</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Venkat Kumar Tangirala</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_989_ecustom--CurrentContractDate_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zlh0Q0Czi0u4" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1/1/2022</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_980_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zvZbsRRuil8c" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">30,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_981_ecustom--CompensationOwed_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zEi9RIIbbEU2" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">55,000</span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Alpen Group LLC</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98B_ecustom--CurrentContractDate_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zAMGndnU0uAc" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1/1/2022</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zIor2U5yqH1a" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">15,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_983_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zj4uiA1pP3n4" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">950</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_989_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zBq1d28KcFL8" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">15,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_980_ecustom--CompensationOwed_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zxQSm8B5UQ97" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">35,000</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Strategic Innovations</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_980_ecustom--CurrentContractDate_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zOi43ttjgYz6" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">1/1/2023</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_989_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zmg4x1cMvW49" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">30,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_987_ecustom--CompensationOwed_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_z3Zd0J1Mbd8e" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><span style="-sec-ix-hidden: xdx2ixbrl0901">—</span></span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Fraxon Marketing</span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td id="xdx_986_ecustom--CurrentContractDate_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--FraxonMarketingMember_zum8TDFwpi39" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">3/15/2023</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">—</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_983_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--FraxonMarketingMember_zgkCzRpYuFM8" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">60,000</span></td> <td style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="vertical-align: top; padding-right: 1.45pt; padding-left: 1.45pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td> <td id="xdx_987_ecustom--CompensationOwed_c20230101__20230630__us-gaap--DebtInstrumentAxis__custom--FraxonMarketingMember_zKaSn4R7bzRi" style="vertical-align: bottom; padding-right: 1.45pt; padding-left: 1.45pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">10,000</span></td></tr> </table> 3/1/2021 30000 25000 5/2/2021 31251 1995 45000 30000 1/1/2022 30000 55000 1/1/2022 15000 950 15000 35000 1/1/2023 30000 3/15/2023 60000 10000 <p id="xdx_800_eus-gaap--DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock_z0Bx6l78nb2l" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 13 - <span id="xdx_820_zQWbiHK9DFCh">DISCONTINUED OPERATIONS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">In accordance with the provisions of ASC 205-20, <i>Presentation of Financial Statements</i>, we have separately reported the liabilities of the discontinued operations in the consolidated balance sheets. The liabilities have been reflected as discontinued operations in the consolidated balance sheets as of June 30, 2023 and December 31, 2022, and consist of the following:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_89C_eus-gaap--ScheduleOfDisposalGroupsIncludingDiscontinuedOperationsIncomeStatementBalanceSheetAndAdditionalDisclosuresTextBlock_zDpaTeo8Z07c" style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span><span id="xdx_8BA_zs2aKvEhbDD" style="display: none">Disposal Groups, Including Discontinued Operations</span></span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30E_134_zfJZPCPDaHTd" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - DISCONTINUED OPERATIONS (Details)"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" id="xdx_492_20230630_zcAmfWZrZZu5" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">June 30, 2023</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" id="xdx_494_20221231_zwVCg4gl1MLb" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">December 31, 2022</span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 5.4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Current Liabilities of Discontinued Operations:</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_40A_eus-gaap--DisposalGroupIncludingDiscontinuedOperationAccountsPayable_iI_zgRQqlboaip6" style="vertical-align: bottom; background-color: White"> <td style="width: 56%; text-align: justify; padding-left: 5.4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Accounts payable</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">49,159</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">49,159</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_40B_eus-gaap--DisposalGroupIncludingDiscontinuedOperationAccruedLiabilities_iI_z7VfdKNoYsm9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 5.4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Accrued expenses</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">6,923</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">6,923</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_406_ecustom--DisposalGroupIncludingDiscontinuedOperationLiabilities_iI_zActqo6RWKJ7" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 1pt; padding-left: 5.4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Loans payable</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">11,011</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">11,011</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_406_eus-gaap--LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation_iI_ztgUBdIwYzk7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 2.5pt; padding-left: 5.4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Total Current Liabilities of Discontinued Operations:</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">67,093</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">67,093</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> <p id="xdx_8A4_znnbJpgPS4Z4" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p id="xdx_89C_eus-gaap--ScheduleOfDisposalGroupsIncludingDiscontinuedOperationsIncomeStatementBalanceSheetAndAdditionalDisclosuresTextBlock_zDpaTeo8Z07c" style="font: 12pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> <span><span id="xdx_8BA_zs2aKvEhbDD" style="display: none">Disposal Groups, Including Discontinued Operations</span></span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30E_134_zfJZPCPDaHTd" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - DISCONTINUED OPERATIONS (Details)"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" id="xdx_492_20230630_zcAmfWZrZZu5" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">June 30, 2023</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td colspan="3" id="xdx_494_20221231_zwVCg4gl1MLb" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">December 31, 2022</span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 5.4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Current Liabilities of Discontinued Operations:</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_40A_eus-gaap--DisposalGroupIncludingDiscontinuedOperationAccountsPayable_iI_zgRQqlboaip6" style="vertical-align: bottom; background-color: White"> <td style="width: 56%; text-align: justify; padding-left: 5.4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Accounts payable</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">49,159</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">49,159</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_40B_eus-gaap--DisposalGroupIncludingDiscontinuedOperationAccruedLiabilities_iI_z7VfdKNoYsm9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 5.4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Accrued expenses</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">6,923</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">6,923</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_406_ecustom--DisposalGroupIncludingDiscontinuedOperationLiabilities_iI_zActqo6RWKJ7" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 1pt; padding-left: 5.4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Loans payable</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">11,011</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">11,011</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> <tr id="xdx_406_eus-gaap--LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation_iI_ztgUBdIwYzk7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 2.5pt; padding-left: 5.4pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Total Current Liabilities of Discontinued Operations:</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">67,093</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">67,093</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></td></tr> </table> 49159 49159 6923 6923 11011 11011 67093 67093 <p id="xdx_803_eus-gaap--SubsequentEventsTextBlock_z4wScM0ek3Yj" style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"><b>NOTE 14 – <span id="xdx_824_zw4C0IzLJaLe">SUBSEQUENT EVENTS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date of this Quarterly Report on Form 10-Q and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black; background-color: white">On July 3, 2023, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) by and between the Company, Christopher Percy and Daniel Bates, whereby the parties agreed to a global settlement to a lawsuit filed by the Company against Mr. Percy in September 2022 in Clark County, Nevada in the Eighth Judicial District Court (Case No: A-22-85843-B), with the case being subsequently removed to the United States District Court, District of Nevada (2:22-cv-01862-ART-NJK). Thereafter, Mr. Percy counterclaimed against the Company and brought third-party claims against Mr. Bates (the “ Percy Litigation”). </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">Pursuant to the Settlement Agreement, none of the parties admitted to fault or liability, Mr. Percy agreed to pay $150,000 to the Company (the “Percy Payment”) and, within ten (10) business days of the Percy Payment being received, Mr. Bates agreed to remit $25,000 to Mr. Percy (the “Bates Payment”). In addition, the parties agreed to work together to promptly release the $5,000 Temporary Restraining Order/Preliminary Injunction bond currently deposited with the Clerk of the Court for the Eighth Judicial District Court, Clark County, Nevada. Once released, said bond shall be remitted to Mr. Percy. In addition, pursuant to the Settlement Agreement, the Company agreed to, within ten (10) days of the effective date, instruct its transfer agent to (i) issue 1,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) to Mr. Percy, (ii) restore and/or reissue to Mr. Percy the 3,000,000 shares of Common Stock that was previously cancelled by the Company and (iii) withdraw its stop-transfer demand current in place with respect to 4,200,000 shares of Common Stock owned by Mr. Percy (collectively, the “Percy Shares”). Mr. Percy agreed to not sell, on any given trading day, the Percy Shares in an amount that exceeds more than 10% of the daily trading volume of the Common Stock, with such trading volume determined by the trading platform upon which the Common Stock is then traded. As consideration for entering into the Settlement Agreement, the parties agreed to a customary mutual release of claims. Within five (5) business dates of the Bates Payment being remitted, the parties agreed to submit a joint stipulation to the United States District Court, District of Nevada, dismissing all claims, crossclaims, counterclaims, and/or third-party claims in the Litigation, with prejudice.</span></p> <p style="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On July 7, 2023, Walleye Opportunities Master Fund Ltd, converted $532,500 of the promissory notes it purchased pursuant to the February Purchase Agreement into 25,000,000 shares of common stock. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On July 6, 2023, the Company issued Brad Listermann 430,000 shares of common stock. The shares were issued per the terms of a Settlement Agreement effective June 13, 2023.</span></p> <p style="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On July 24, 2023, the Company issued 6,000,000 shares of common stock for services.</span></p> <p style="font: 10pt/107% Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">On July 24, 2023, the Company issued 5,725,000 shares of common stock for conversion of a loan payable in the amount $114,500.</span></p> <p style="font: 10pt/107% Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On July 31, 2023 (the “August Note Original Issue Date”), the Company entered into a securities purchase agreement (the “August Purchase Agreement”) with an accredited investor (the “August Investor”), pursuant to which the August Investor purchased a senior convertible promissory note in the original principal amount of $500,000 (the “August Note”). In addition, as an additional inducement to the August Investor for purchasing the August Note, the Company issued 21,000,000 shares of its common stock to the August Investor at the closing. These shares are being valued at the closing stock price on the date of grant with the relative fair value accounted for as a debt discount.</span> <span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The transactions contemplated under the August Purchase Agreement closed on August 4, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The August Note matures on July 31, 2024 and bears interest at a rate of 10% per annum (the “Guaranteed Interest”), carries an original issue discount of 15% and has a conversion price of 90% per share of the lowest VWAP during the 20 trading day period before the conversion. The Company may prepay any portion of the outstanding principal amount and the guaranteed interest at any time and from time to time, without penalty or premium, provided that any such prepayment will be applied first to any unpaid collection costs, then to any unpaid fees, then to any unpaid Default Rate interest (as defined in the August Note), and any remaining amount shall be applied first to any unpaid guaranteed interest, and then to any unpaid principal amount.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The August Investor was granted a right of first refusal as the exclusive party with respect to any Equity Line of Credit transaction or financing (an “Additional Financing”) that the Company enters into during the 24-month period after the August Note Original Issue Date. In the event the Company enters into an Additional Financing, the Company must provide notice to the August Investor not less than 10 trading days in advance of the proposed entry. If the August Investor accepts all usual and customary terms set forth in the Additional Financing notice, the August Investor must, within 20 trading days of receipt of the notice, prepare all relevant documents in respect thereof for execution and delivery by the Company, provided, however, that the Company’s outside counsel must prepare the relevant registration statement to be filed with the United States Securities and Exchange Commission no later than 45 days after the Company receives the documents.</span></p> <p style="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: Black">The August Note sets forth certain standard events of default (each such event, an “August Note Event of Default”), which, upon such August Note Event of Default, the principal amount and the guaranteed interest then outstanding under the August Note becomes convertible into shares of the Company’s common stock pursuant to a notice provided by the August Investor to the Company. At any time after the occurrence of an August Note Event of Default, the outstanding principal amount and the outstanding guaranteed interest then outstanding on the August Note, plus accrued but unpaid Default Rate (as defined in the August Note) interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become immediately due and payable at the August Investor’s option, in cash or in shares of the Company’s common stock at 120% of the outstanding principal amount of the August Note and accrued and unpaid interest, plus other amounts, costs, expenses and liquidated damages due in respect of the August Note.</span></p> 10777 835657 135777 889657 241376 150505 377153 1040162 377746 60248 641639 308500 250355 9502 183560 476440 114500 14500 27017 100 67093 67093 1954790 459943 1954790 459943 0.001 2000000 2000000 0 1800000 625000 1800000 625000 0.001 4000000 0 0.001 2000000 0 1850000 1850 0.001 2000000 2000000 2000 2000 0.001 2000000000 402196273 312860376 402197 312861 76911 227544 15203394 12576049 16670 -19078809 -13165085 -3377637 -44781 377153 1040162 2452383 1955213 407501 413479 829364 824393 516042 536125 171000 18500 1287030 373095 5663320 4120805 -5663320 -4120805 250404 1187033 -576573 -150000 -250404 -1913606 -5913724 -6034411 -5913724 -6034411 16670 -5897054 -6034411 -0.02 -0.03 344710350 197675465 2000000 2000 97208516 97208 5061681 -7130674 -1703486 -150000 -150 150 2000000 2000 4500000 4500 769250 567855 7250000 7250 799990 976380 41701860 41703 2863178 2904881 162200000 162200 3081800 3244000 -6034411 -6034411 1850000 1850 2000000 2000 312860376 312861 12576049 -13165085 -44781 -1850000 -1850 1850 40127557 40128 1214087 1103582 19208340 19208 645334 664542 30000000 30000 570000 600000 196074 196074 16670 -5913724 -5897054 2000000 2000 402196273 402197 15203394 16670 -19078809 -3377637 5913724 6034411 -1024323 -1574380 664542 567855 1175000 200273 1162996 150000 -576573 317498 38990 -240853 -35539 333139 161000 -2029096 -1801078 -150000 90871 150505 -90871 -300505 555000 686500 600000 3244000 46917 20000 154000 300000 57500 700000 1278417 2936500 -841550 834917 16670 835657 740 10777 835657 10471 1231461 <p id="xdx_809_eus-gaap--OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureAndSignificantAccountingPoliciesTextBlock_z9i4q0tlxLr8" style="font: 10pt Times New Roman, Times, Serif; margin: 4.55pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 1 – <span id="xdx_82C_zRVCUBps1VWc">ORGANIZATION AND NATURE OF BUSINESS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.5pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; color: #201F1E"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Clean Vision Corporation (“Clean Vision,” “we,” “us,” or the “Company”) is a new entrant in the clean energy and waste-to-energy industries focused on clean technology and sustainability opportunities. Currently, we are focused on providing a solution to the plastic and tire waste problem by recycling the waste and converting it into saleable byproducts, such as hydrogen and other clean-burning fuels that can be used to generate clean energy. Using a technology known as pyrolysis, which heats the feedstock (i.e., plastic or tires) at high temperatures in the absence of oxygen so that the material does not burn, we are able to turn the feedstock into i) low sulfur fuel, ii) clean hydrogen and iii) carbon black or char (char is created in the pyrolysis of plastic, while carbon black is created when tires are pyrolyzed). We intend to generate revenue from three sources: service revenue from the recycling services we provide, revenue generated from the sale of the byproducts, and revenue generated from the sale of fuel cell equipment. Our mission is to aid in solving the problem of cost-effectively upcycling the vast amount of waste plastic generated on land before it flows into the world’s oceans, as well as to reduce the amount of tire waste.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; color: #201F1E"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; color: #201F1E"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We currently operate through our wholly-owned subsidiary, Clean-Seas, Inc. (“Clean-Seas”), which we acquired on May 19, 2020. 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. We believe that this pilot project will showcase our ability to pyrolyze waste plastic (using pyrolysis), which will generate three byproducts: i) low sulfur fuel, ii) clean hydrogen, AquaH<sup>tm</sup>, and iii) char. We intend to sell the majority of the byproducts, while retaining a small amount of the low sulfur fuels and/or hydrogen to power our facilities and equipment. To date we have not generated any revenue from the provision of pyrolysis services nor have we generated any revenue from the sale of byproducts from our operations in India or fuel cell equipment and we do not currently have any contracts in place to sell these byproducts or fuel cell equipment. However, we believe that there is a strong market for low sulfur fuel and clean hydrogen, upon which we intend to focus our byproduct sales.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Clean-Seas, Inc. is Clean Vision Corporation’s first investment within its newly expanded scope. The acquisition of 100% of Clean Seas is Clean Vision Corporation’s first entrance 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 Vision Corporation’s management team will incorporate the two companies into a single-minded, clean energy-focused entity.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Clean-Seas India Private Limited which was incorporated on November 17, 2021, as a wholly owned subsidiary of Clean-Seas, Inc.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Clean-Seas, Abu Dhabi PVT. LTD was incorporated in Abu Dhabi on December 9, 2021, as a wholly owned subsidiary of the Company. On January 19, 2022, the Company changed the name of its wholly owned subsidiary, Clean-Seas, Abu Dhabi PVT. LTD, to Clean-Seas Group. As of July 4, 2022, the Company ceased operations and is in the process of dissolving the corporation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">EndlessEnergy was incorporated in Nevada on December 10, 2021, as a wholly owned subsidiary of the Company. EndlessEnergy does not currently have any operations, but it was incorporated for the purpose of investing in wind and solar energy projects.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: #201F1E; background-color: white">EcoCell </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">was incorporated on March 4, 2022, as a wholly owned subsidiary of CVC. EcoCell does not currently have any operations, but we intend to use EcoCell for the purpose of licensing fuel cell patented technology.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Clean-Seas Arizona was incorporated on September 19, 2022, as a wholly owned subsidiary of <span style="color: #201F1E">Clean-Seas.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; color: #242424"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">Clean-Seas, Inc. has established Clean-Seas Arizona as a joint venture pursuant to a Memorandum of Understanding (the “MOU”) signed on November 4, 2022, with Arizona State University and the Rob and Melani Walton Sustainability Solution Service. Pursuant to the MOU, the parties intend to establish a 100 ton per day waste plastic to clean hydrogen conversion facility in Arizona.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; color: #242424"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_805_eus-gaap--BasisOfPresentationAndSignificantAccountingPoliciesTextBlock_zLqiQps5RHm8" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 2 – <span id="xdx_820_zPwuZ2L6A1e5">SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p id="xdx_840_eus-gaap--BasisOfAccountingPolicyPolicyTextBlock_zYf9cnkcgPSh" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_865_zqKjf940mGG3" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Basis of Presentation</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84B_eus-gaap--UseOfEstimates_zhWjtrAwtru4" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_862_z3JWvwxWTZRj" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Use of Estimates </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--ConcentrationRiskCreditRisk_zq75e1uOfhKj" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_86A_zkrVOTWeXFab" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Concentrations of Credit Risk</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).</span></p> <p id="xdx_84A_eus-gaap--CashAndCashEquivalentsPolicyTextBlock_zaD992yhjEui" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86D_zzoKEC4HUl3f" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Cash equivalents</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended December 31, 2022 and 2021.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--ConsolidationPolicyTextBlock_zvpvagJDL2dh" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_860_z1h733Jhans9" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Principles of Consolidation</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The accompanying consolidated financial statements for the year ended December 31, 2022, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc and Clean-Seas India Private Limited, Clean-Seas Group, EndlessEnergy, <span style="color: #201F1E; background-color: white">EcoCell, </span>Clean-Seas Arizona and Clean-Seas Morocco. As of December 31, 2022, there was no activity in Clean-Seas Group, EndlessEnergy or Clean-Seas Arizona.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--PriorPeriodReclassificationAdjustmentDescription_zmhGRqnZgqIe" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_862_zSUBx4BB3zZb" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Reclassifications</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_840_eus-gaap--ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock_zrqXBoRqOIQi" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86C_z6068e40u45l" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Translation Adjustment</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For the year ended December 31, 2022, the accounts of the Company’s subsidiary Clean-Seas India Private Limited, are maintained in Rupees. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_847_eus-gaap--ComprehensiveIncomePolicyPolicyTextBlock_zqKY5tDvenV8" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_866_z9BZNyDONPT3" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Comprehensive Income</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income for the year ended December 31, 2022, is included in net loss and foreign currency translation adjustments.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84D_eus-gaap--InvestmentPolicyTextBlock_z8CJfbwxvsJc" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_865_zxDoifP8PBQ6" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Investments</i></span><i><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: #222222">The Company follows ASC subtopic 321-10, Investments-Equity Securities which requires the accounting for an equity security to be measured at fair value with changes in unrealized gains and losses included in current period operations. Where an equity security is without a readily determinable fair value, the Company may elect to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes. </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: #201F1E; background-color: white">As of December 31, 2021, the Company determined that its investment in 100Bio was fully impaired; therefore, the investment was written down to $0 and a $150,000 loss on investment was recognized.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84F_eus-gaap--EarningsPerSharePolicyTextBlock_zuyacRuuz0xc" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_867_zuDGAWQRzvWl" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Basic and Diluted Earnings Per Share</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of Common Stock outstanding and potentially outstanding Common Stock assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2022, there are warrants to purchase up to 9,040,000 shares of common stock and 18,000,000 dilutive shares of common stock from a convertible note payable. As of December 31, 2022 and 2021, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock will automatically be converted on January 1, 2023 into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of December 31, 2022 and 2021, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_842_eus-gaap--CompensationRelatedCostsPolicyTextBlock_zknM2twW30Dc" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_86D_z4f0AKT17Fy3" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Stock-based Compensation</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In June 2018, the FASB issued ASU 2018-07, </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.</i> <span style="background-color: white">ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_848_eus-gaap--FairValueMeasurementPolicyPolicyTextBlock_zZjKQrTGUqXf" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86F_z7VwZr27Fe4f" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Fair value of financial instruments</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable represents the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_848_eus-gaap--IncomeTaxPolicyTextBlock_zIO4zOFLJDv" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_861_znn7dfvLWUF9" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Income Taxes</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2022, and 2021, no liability for unrecognized tax benefits was required to be reported.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_842_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zCW89hcf9yE5" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86E_zzswBEhk0eJl" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Recently issued accounting pronouncements</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_840_eus-gaap--BasisOfAccountingPolicyPolicyTextBlock_zYf9cnkcgPSh" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_865_zqKjf940mGG3" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Basis of Presentation</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84B_eus-gaap--UseOfEstimates_zhWjtrAwtru4" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_862_z3JWvwxWTZRj" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Use of Estimates </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--ConcentrationRiskCreditRisk_zq75e1uOfhKj" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_86A_zkrVOTWeXFab" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Concentrations of Credit Risk</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).</span></p> <p id="xdx_84A_eus-gaap--CashAndCashEquivalentsPolicyTextBlock_zaD992yhjEui" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86D_zzoKEC4HUl3f" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Cash equivalents</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended December 31, 2022 and 2021.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--ConsolidationPolicyTextBlock_zvpvagJDL2dh" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_860_z1h733Jhans9" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Principles of Consolidation</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The accompanying consolidated financial statements for the year ended December 31, 2022, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc and Clean-Seas India Private Limited, Clean-Seas Group, EndlessEnergy, <span style="color: #201F1E; background-color: white">EcoCell, </span>Clean-Seas Arizona and Clean-Seas Morocco. As of December 31, 2022, there was no activity in Clean-Seas Group, EndlessEnergy or Clean-Seas Arizona.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--PriorPeriodReclassificationAdjustmentDescription_zmhGRqnZgqIe" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_862_zSUBx4BB3zZb" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Reclassifications</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_840_eus-gaap--ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock_zrqXBoRqOIQi" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86C_z6068e40u45l" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Translation Adjustment</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">For the year ended December 31, 2022, the accounts of the Company’s subsidiary Clean-Seas India Private Limited, are maintained in Rupees. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_847_eus-gaap--ComprehensiveIncomePolicyPolicyTextBlock_zqKY5tDvenV8" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_866_z9BZNyDONPT3" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Comprehensive Income</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income for the year ended December 31, 2022, is included in net loss and foreign currency translation adjustments.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84D_eus-gaap--InvestmentPolicyTextBlock_z8CJfbwxvsJc" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_865_zxDoifP8PBQ6" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Investments</i></span><i><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: #222222">The Company follows ASC subtopic 321-10, Investments-Equity Securities which requires the accounting for an equity security to be measured at fair value with changes in unrealized gains and losses included in current period operations. Where an equity security is without a readily determinable fair value, the Company may elect to estimate its fair value at cost minus impairment plus or minus changes resulting from observable price changes. </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: #201F1E; background-color: white">As of December 31, 2021, the Company determined that its investment in 100Bio was fully impaired; therefore, the investment was written down to $0 and a $150,000 loss on investment was recognized.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84F_eus-gaap--EarningsPerSharePolicyTextBlock_zuyacRuuz0xc" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_867_zuDGAWQRzvWl" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Basic and Diluted Earnings Per Share</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of Common Stock outstanding and potentially outstanding Common Stock assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2022, there are warrants to purchase up to 9,040,000 shares of common stock and 18,000,000 dilutive shares of common stock from a convertible note payable. As of December 31, 2022 and 2021, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock will automatically be converted on January 1, 2023 into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of December 31, 2022 and 2021, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_842_eus-gaap--CompensationRelatedCostsPolicyTextBlock_zknM2twW30Dc" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span id="xdx_86D_z4f0AKT17Fy3" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Stock-based Compensation</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In June 2018, the FASB issued ASU 2018-07, </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.</i> <span style="background-color: white">ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_848_eus-gaap--FairValueMeasurementPolicyPolicyTextBlock_zZjKQrTGUqXf" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86F_z7VwZr27Fe4f" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Fair value of financial instruments</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable represents the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_848_eus-gaap--IncomeTaxPolicyTextBlock_zIO4zOFLJDv" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_861_znn7dfvLWUF9" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Income Taxes</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2022, and 2021, no liability for unrecognized tax benefits was required to be reported.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_842_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zCW89hcf9yE5" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_86E_zzswBEhk0eJl" style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Recently issued accounting pronouncements</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_809_eus-gaap--SubstantialDoubtAboutGoingConcernTextBlock_zVXU4nXUJu67" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 3 - <span id="xdx_828_z0slZjOtpS1k">GOING CONCERN</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.1pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The accompanying 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, had an accumulated deficit of $<span id="xdx_900_eus-gaap--RetainedEarningsAppropriated_iI_c20221231_ziDCB1TlNoh9">19,078,809 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">at December 31, 2022, and had a net loss of $<span id="xdx_90B_ecustom--NetLoss_c20220101__20221231_z63qCEnMszD1">5,913,724 </span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">for the year ended December 31, 2022. 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 financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 19078809 5913724 <p id="xdx_80D_eus-gaap--PropertyPlantAndEquipmentDisclosureTextBlock_zCIpczLc6Vih" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 4 - <span id="xdx_825_zcfRfcLKpyg6">PROPERTY &amp; EQUIPMENT</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment are recorded at cost. The Company capitalizes purchases of property and equipment over $5,000. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; color: #201F1E; background-color: white">Clean-Seas, Inc. has purchased a pyrolysis unit for piloting and demonstration purposes which has been commissioned in Hyderabad, India as of May 2022. The unit will be used to showcase the Company’s technology and services, turning waste plastic into environmentally friendly commodities, to potential customers.</span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment stated at cost, less accumulated depreciation consisted of the following:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p id="xdx_89F_eus-gaap--PropertyPlantAndEquipmentTextBlock_ztlBnXlki5Hk" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BD_z985GbTyomme">Schedule of Property and Equipment</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_302_134_zO6F9TpLYUD2" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - PROPERTY &amp; EQUIPMENT (Details)"> <tr style="vertical-align: bottom"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_492_20221231_zwvyxaCgQ7S7" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31,<br/> 2022</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_490_20211231_z5Dyx8HmSqYd" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31,<br/> 2021</span></td></tr> <tr id="xdx_40B_eus-gaap--PropertyPlantAndEquipmentGross_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--PyrolysisUnitMember_z074yA4DBsAk" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; text-align: left; padding-left: 17.85pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pyrolysis unit</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">185,700</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">150,505</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_404_eus-gaap--PropertyPlantAndEquipmentGross_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--EquipmentMember_znTgRHUYhzra" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 17.85pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Equipment</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">55,676</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1394">—</span>  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_402_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iI_zbqIddZaVm3i" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 17.85pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Less: accumulated depreciation</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1396">—</span>  </span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1397">—</span>  </span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_40E_eus-gaap--PropertyPlantAndEquipmentNet_iI_zajWFWOCHfD5" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment, net</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">241,376</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">150,505</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p id="xdx_8A2_zdPQsjSmlbnh" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Depreciation expense</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2022, the Company’s fixed assets have not yet been placed into service. Depreciation will begin on the date the assets are placed into service.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_89F_eus-gaap--PropertyPlantAndEquipmentTextBlock_ztlBnXlki5Hk" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BD_z985GbTyomme">Schedule of Property and Equipment</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_302_134_zO6F9TpLYUD2" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - PROPERTY &amp; EQUIPMENT (Details)"> <tr style="vertical-align: bottom"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_492_20221231_zwvyxaCgQ7S7" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31,<br/> 2022</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_490_20211231_z5Dyx8HmSqYd" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31,<br/> 2021</span></td></tr> <tr id="xdx_40B_eus-gaap--PropertyPlantAndEquipmentGross_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--PyrolysisUnitMember_z074yA4DBsAk" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; text-align: left; padding-left: 17.85pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pyrolysis unit</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">185,700</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">150,505</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_404_eus-gaap--PropertyPlantAndEquipmentGross_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--EquipmentMember_znTgRHUYhzra" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 17.85pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Equipment</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">55,676</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1394">—</span>  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_402_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iI_zbqIddZaVm3i" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; padding-left: 17.85pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Less: accumulated depreciation</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1396">—</span>  </span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1397">—</span>  </span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_40E_eus-gaap--PropertyPlantAndEquipmentNet_iI_zajWFWOCHfD5" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Property and equipment, net</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">241,376</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">150,505</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 185700 150505 55676 241376 150505 <p id="xdx_80C_eus-gaap--MortgageNotesPayableDisclosureTextBlock_z2z0naN5hL6a" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 5 – <span id="xdx_823_z1DYGqJnoOAd">LOANS PAYABLE</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2020, a third party loaned the Company a total of $114,500. The loan was used to cover general operating expenses, is non-interest bearing and due on demand. During the year ended December 31, 2021, the Company repaid $100,000 of the loan. During the year ended December 31, 2022, the same individual provided consulting/IR services to the Company valued at $100,000. The amount due was added to the note payable for a balance due of $114,500 as of December 31, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Effective January 1, 2022, the Company acquired a financing loan for its Director and Officer Insurance for $26,381. The loan bears interest at 10.45%, requires monthly payments of $3,060.36 and is due within one year. As of December 31, 2022, the balance due is $0.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 59.2pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On August 17, 2022, a third party loaned the Company $14,000. The loan has an original issue discount of $3,500, for a total note payable of $17,500. The note bears interest at 8% and is due in one year. This loan was repaid in full on December 15, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_805_eus-gaap--DebtDisclosureTextBlock_z4NBWk7THk79" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 6 – <span id="xdx_822_zzqYaQedAtwj">CONVERTIBLE NOTES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Silverback Capital Corporation</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 31, 2022, the Company issued a Promissory Note to Silverback Capital Corporation (“Silverback”) in the amount of $360,000. The Company received $300,000, net of a $60,000 OID. The note bears interest at 8% per annum and matures in one year. The note may be converted to shares of common stock at $0.02 per share, provided, that if the Company effects a Qualified Offering (as defined in the note) the conversion price will be such price that represents a 20% discount to the offering price of the Company’s common Stock in the Offering. In the event of a default Silverback will have the option to convert at the lower of 1) .02 per share, or 2) a 20% discount to the five day trailing VWAP of the common stock. As of December 31, 2022, there is $21,698 of accrued interest on the loan.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Coventry Enterprises, LLC</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 9, 2022, the Company entered into the Purchase Agreement with Coventry Enterprises, LLC (“Coventry”), pursuant to which the Company issued to Coventry a Promissory Note (the “Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, net of a discount of $45,000. In addition, the Company issued to Coventry 15,500,000 shares of Common Stock (the “Commitment Stock”), of which 12,500,000 shares of Commitment Stock are to be returned to the Company upon the Company’s filing of the registration statement on or before 45 calendar days after the date of the Note. The 12,500,000 shares of common stock were returned to the Company in Q1 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Note bears “Guaranteed Interest” at the rate of 5% per annum for the 12 months from and after the date of issuance (notwithstanding the 11-month term of the Note for an aggregate Guaranteed Interest of fifteen thousand Dollars ($15,000), all of which Guaranteed Interest shall be deemed earned as of the date of the Note. The Principal Amount and the Guaranteed Interest are due and payable in seven equal monthly payments of $45,000, commencing on May 6, 2023 and continuing on the 6<sup>th</sup> day of each month thereafter until paid in full not later than November 6, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_808_eus-gaap--RelatedPartyTransactionsDisclosureTextBlock_zz1kCmbW2dp8" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 7 – <span id="xdx_826_zigiTkaX78Z">RELATED PARTY TRANSACTIONS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Daniel Bates, CEO</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 21, 2021, the Company amended the employment agreement with Daniel Bates, CEO. The amendment extended the term of his agreement from three years commencing May 27, 2020, to expire on May 27, 2025.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 14, 2022, the Company granted Mr. Bates, 10,000,000 shares of common stock for services. The shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $350,000.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2022 and 2021, the Company owed Mr. Bates, $220,000 and $90,000, respectively, for accrued compensation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Mr. Bates, loaned the Company $100 to be used to open the Company’s bank account and such amount was repaid on May 26, 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In addition, the Company issued to Mr. Bates three separate promissory notes, 1) on August 1, 2022, for $1,000, 2) on September 15, 2022, for $35,040, and 3) on October 6, 2022, for $1,000. The notes bear interest at 8% and are due on demand. As of December 31, 2022, the Company repaid $20,000, for a balance due of principal and interest of $26,040 and $977.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Rachel Boulds, CFO</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company entered into a consulting agreement with Rachel Boulds, effective as of May 1, 2021, to serve as part-time Chief Financial Officer for compensation of $5,000 per month. On February 22, 2021, Ms. Boulds was granted 500,000 shares of Common Stock for her services. The shares were valued at $0.206, the closing stock price on the date of grant, for total non-cash expense of $102,950. On December 14, 2022, Ms. Boulds was granted 2,000,000 shares of Common Stock for her services. The shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $70,000. As of December 31, 2022, the Company owes Ms. Boulds $25,000 for accrued compensation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Daniel Harris, Chief Revenue Officer</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2022, Mr. Harris was issued 2,708,340 shares of common stock for services. The shares were valued at the closing stock price on the date of grant, for total non-cash expense of $96,042. As of December 31, 2022 and 2021, the Company owed Mr. Harris, $37,500 and $0, respectively, for accrued compensation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>John Owen</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">We entered into a consulting agreement with John Owen, effective as of July 1, 2021, (“Owen Consulting Agreement”) to serve as our Chief Operating Officer. Mr. Owen’s compensation is $12,500 per month. On December 16, 2021, we granted 500,000 shares of Common Stock to Mr. Owen for his services. The shares were valued at $0.028, the closing stock price on the date of grant, for total non-cash expense of $14,000. Mr. Owen’s consulting agreement and his role as Chief Operating Officer were terminated effective as of November 21, 2022. Per the terms of the separation agreement with Mr. Owen, the Company acknowledges past due salary of $62,500. The Company made an initial payment of $2,500 and agreed to pay $5,000 a month beginning in January 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Chris Percy, a former Director</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2022 and 2021, the Company owed Chris Percy, a former Director, $96,250 and $158,500, respectively, for accrued compensation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Erfran Ibrahim, former CTO</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 1, 2021, the Company granted 20,000 shares of Common Stock to Mr. Ibrahim for services. The shares were valued at $0.14, the closing stock price on the date of grant, for total non-cash expense of $2,800. On September 30, 2021, the Company granted 160,000 shares of Common Stock to Mr. Ibrahim for services. The shares were valued at $0.10, the closing stock price on the date of grant, for total non-cash expense of $14,930. As of December 31, 2022, the shares have not yet been issued by the transfer agent and are disclosed as Common Stock to be issued.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">As of December 31, 2022 and 2021, the Company owed Mr. Ibrahim, $60,000 and $60,000, respectively, for accrued compensation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Michael Dorsey, Director</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 16, 2021, the Company granted Michael Dorsey, Director, 500,000 shares of Common Stock. The shares were valued at $0.028, the closing stock price on the date of grant, for total non-cash expense of $14,000. On December 14, 2022, the Company granted Mr. Dorsey, Director, 2,000,000 shares of Common Stock. The shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $70,000. As of December 31, 2022 and 2021, the Company owed Mr. Dorsey, $9,000 and $0, respectively, for accrued director fees.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Greg Boehmer, Director</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 14, 2022, the Company granted Greg Boehmer, Director, 2,000,000 shares of Common Stock. The shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $70,000. As of December 31, 2022 and 2021, the Company owed Mr. Boehmer, $4,500 and $0, respectively, for accrued director fees. In addition, the Company owes Mr. Boehmer $7,000, for consulting services.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_80E_ecustom--CommonStockTextBlock_zXsEd16iNlGc" style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 8 – <span id="xdx_82A_zAH8eWi8Wi6k">COMMON STOCK</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company amended its Articles of Incorporation, effective June 29, 2021, to increase its authorized shares of common stock to 2,000,000,000.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2021, the Company issued 7,250,000 shares of common stock for services, for total non-cash compensation expense of $757,240.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2021, the Company granted 1,391,688 shares of common stock for services, for total non-cash compensation expense of $169,140. These shares have not yet been issued as of December 31, 2021 and are included in common stock to be issued.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2021, the Company sold 162,200,000 shares of common stock for total cash proceeds of $3,244,000. The shares were sold at $0.02, pursuant to the Company’s Regulation A Offering Statement qualified on June 21, 2021.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2021, the Company issued 41,701,860 shares of common stock for conversion of approximately $1,231,461 of debt.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has entered into two consulting agreements that require the issuance of 20,834 shares of common stock per month through May 2023. During Q1 2022, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $1,771. During Q2 2022, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $2,246. During Q3 2022, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $1,085. During Q4 2022, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $860. On December 14, 2022, the Company issued all shares due as well as an additional 2,000,000 shares each. The additional shares were valued at $0.035, the closing stock price on the date of grant, for total non-cash expense of $140,000.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has entered into a consulting agreement that requires $3,000 per month be paid with shares of common based on the closing stock price of the applicable date each month. During Q1 2022, the Company issued 525,016 shares of common stock that were granted and accounted for in the prior period pursuant to the terms of this agreement. For Q1 2022, there are 292,861 shares of common stock due. For Q2 2022, there are approximately 306,000 shares of common stock due. For Q3 2022, there are approximately 553,000 shares of common stock due. As of December 31, 2022, not all shares due have not been issued by the transfer agent. $18,000 is included in common stock to be issued.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has entered into a consulting agreement that require the issuance of 5,000 shares of common stock per month beginning February 2022. As of December 31, 2022, 555,000 shares were issued for total non-cash compensation expense of $1,793.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In addition to the monthly shares granted the Company also granted the following:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During Q1 2022, the Company granted 1,000,000 shares of common stock for services, for total non-cash compensation expense of $30,800.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On April 1, 2022, the Company sold 30,000,000 shares of common stock to Silverback for total proceeds of $600,000.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During Q2 2022, the Company issued 5,000,000 shares of common stock for services. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $148,800.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During Q3 2022, the Company issued 5,000,000 shares of common stock for services. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $82,500.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During Q3 2022, the Company granted 2,500,000 shares of common stock pursuant to the terms of a new joint venture agreement. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $35,500.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During Q4 2022, the Company issued 3,238,000 shares of common stock, that had been granted and accounted for in common stock to be issued in prior years.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During Q4 2022, the Company issued 21,600,000 shares of common stock for services. The shares were valued based on the closing stock price on the date of grant for total non-cash compensation expense of $664,200.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Refer to Note 7 for shares issued to related parties.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_804_eus-gaap--PreferredStockTextBlock_zPfl5cXCb2f9" style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 9 – <span id="xdx_824_z7wP4T9QP5Ig">PREFERRED STOCK</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company is authorized to issue 10,000,000 shares of Preferred Stock at $0.001 par value per share with the following designations.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Series A Redeemable Preferred Stock</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 21, 2020, the Company created a series of Preferred Stock designating 2,000,000 shares as Series A Redeemable Preferred Stock ranks senior to the Company’s Common Stock upon the liquidation, dissolution or winding up of the Company. The Series A Preferred Stock does not bear a dividend or have voting rights and is not convertible into shares of our Common Stock.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Series B Preferred Stock</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 14, 2020, the Company designated 2,000,000 shares of its authorized preferred stock as Series B convertible, non-voting preferred Stock. The Series B Preferred Stock does not bear a dividend or have voting rights. The Series B Preferred Stock will automatically be converted on January 1, 2023 into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. Holders of our Series B Preferred Stock have anti-dilution rights protecting their interests in the Company from the issuance of any additional shares of capital stock for a two year period following conversion of the Preferred Stock calculated at the rate of 20% on a fully diluted basis.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; color: #201F1E"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On December 17, 2020, the Company entered into a three-year consulting agreement with Leonard Tucker LLC. Per the terms of the agreement, Leonard Tucker LLC received 2,000,000 shares of Series B Preferred Stock for services provided. The preferred stock to be issued are classified as mezzanine equity until they are fully issued.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; color: #201F1E"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Series C Preferred Stock</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 19, 2021, the Company amended its Articles of Incorporation whereby 2,000,000 shares of preferred stock were designated Series C Convertible Preferred Stock. The holders of the Series C preferred stock are entitled to 100 votes and shall vote together with the holders of common stock. Each share of the Series C preferred stock is convertible in ten shares of common stock.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_800_ecustom--WarrantsTextblock_zwigoZM8ED79" style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 10 – <span id="xdx_82A_zhqvSiIWFYsc">WARRANTS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 6, 2022, the Company issued warrants to purchase up to 40,000 shares of common stock in conjunction with the issuance of a note payable. The warrants are exercisable for 3 years with an exercise price of $0.01. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $593, accounted for in additional paid in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Black Scholes pricing model was used to estimate the fair value of the warrants issued to purchase up to 40,000 shares of common stock with the following inputs:</span></p> <p id="xdx_890_ecustom--FairValueOfWarrantsIssuedTableTextBlock_zONYuLumwF63" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B0_zrYhnP3qRRl8">Fair value of the warrants issued</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30C_134_zBdlJPh7UNO5" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - WARRANTS (Details)"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Common Stock available to purchase</span></td><td style="width: 10%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_980_ecustom--CommonStockAvailableToPurchase_iI_c20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_za2eYbd1Cg03" style="width: 18%; text-align: right" title="Common Stock available to purchase"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">40,000</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Share price</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td id="xdx_983_eus-gaap--SharePrice_iI_c20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zwV6HtrmY7gc" style="text-align: right" title="Share Price"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.0163</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Exercise Price</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_c20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zugJopfETfw1" style="text-align: right" title="Exercise Price"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.01</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Term</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_98E_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zF7dqIbDwPz1" style="text-align: right" title="Term"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3 years</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Volatility</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate_dp_uPure_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zY9KJ7agJMxd" style="text-align: right" title="Volatility"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">184.74</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Risk Free Interest Rate</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate_dp_uPure_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zU44Yy3HIZHf" style="text-align: right" title="Risk Free Interest Rate"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.45</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Dividend rate</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Intrinsic value</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td id="xdx_981_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueVested_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zIVXvpPTwYc9" style="border-bottom: Black 2.5pt double; text-align: right" title="Intrinsic Value"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,996</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p id="xdx_8AA_z9QmCfRuYUBd" style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 31, 2022, the Company issued warrants to purchase up to 9,000,000 shares of common stock to Silverback Capital Corporation in conjunction with convertible debt (Note 6). The warrants are exercisable for 3 years at a 25% premium to a Qualified Offering price. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $195,482 , accounted for in additional paid in capital.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Black Scholes pricing model was used to estimate the fair value of the warrants issued to purchase up to 9,000,000 shares of common stock with the following inputs:</span></p> <p id="xdx_894_ecustom--FairValueOfWarrantsIssuedOneTableTextBlock_zv3o1XOzUTxi" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_8BC_zKhww8gww9L6" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value of the warrants issued one</span></p> <table cellpadding="0" cellspacing="0" id="xdx_30A_134_zo8U2L3wNQh2" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - WARRANTS (Details)"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Common Stock available to purchase</span></td><td style="width: 10%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_980_ecustom--CommonStockAvailableToPurchase_iI_c20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_z9cAk8eSthNb" style="width: 18%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9,000,000</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Share price</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td id="xdx_989_eus-gaap--SharePrice_iI_c20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_zpnmfBZic1kk" style="text-align: right" title="Share price"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.0512</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Exercise Price</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td id="xdx_98F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_c20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_zEG7EuqbFMh7" style="text-align: right" title="Exercise price"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.025</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Term</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_98A_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_zHJaAu2RCIxc" style="text-align: right" title="Term"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3 years</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Volatility</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate_dp_uPure_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_z1RvC8vvZys7" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">185.23</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Risk Free Interest Rate</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_98A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate_dp_uPure_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_zLXyqBDvUDyk" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.45</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Dividend rate</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Intrinsic value</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td id="xdx_98B_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueVested_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_zBBi71y7xNKg" style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">316,096</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p id="xdx_8A8_zzi8QHxlT89" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_890_ecustom--FairValueOfWarrantsIssuedTableTextBlock_zONYuLumwF63" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B0_zrYhnP3qRRl8">Fair value of the warrants issued</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30C_134_zBdlJPh7UNO5" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - WARRANTS (Details)"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Common Stock available to purchase</span></td><td style="width: 10%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_980_ecustom--CommonStockAvailableToPurchase_iI_c20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_za2eYbd1Cg03" style="width: 18%; text-align: right" title="Common Stock available to purchase"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">40,000</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Share price</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td id="xdx_983_eus-gaap--SharePrice_iI_c20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zwV6HtrmY7gc" style="text-align: right" title="Share Price"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.0163</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Exercise Price</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_c20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zugJopfETfw1" style="text-align: right" title="Exercise Price"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.01</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Term</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_98E_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zF7dqIbDwPz1" style="text-align: right" title="Term"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3 years</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Volatility</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate_dp_uPure_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zY9KJ7agJMxd" style="text-align: right" title="Volatility"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">184.74</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Risk Free Interest Rate</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate_dp_uPure_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zU44Yy3HIZHf" style="text-align: right" title="Risk Free Interest Rate"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4.45</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Dividend rate</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Intrinsic value</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td id="xdx_981_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueVested_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--WarrantMember_zIVXvpPTwYc9" style="border-bottom: Black 2.5pt double; text-align: right" title="Intrinsic Value"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1,996</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 40000 0.0163 0.01 3 years 1.8474 0.0445 1996 <p id="xdx_894_ecustom--FairValueOfWarrantsIssuedOneTableTextBlock_zv3o1XOzUTxi" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span id="xdx_8BC_zKhww8gww9L6" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Fair value of the warrants issued one</span></p> <table cellpadding="0" cellspacing="0" id="xdx_30A_134_zo8U2L3wNQh2" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - WARRANTS (Details)"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Common Stock available to purchase</span></td><td style="width: 10%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_980_ecustom--CommonStockAvailableToPurchase_iI_c20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_z9cAk8eSthNb" style="width: 18%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">9,000,000</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Share price</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td id="xdx_989_eus-gaap--SharePrice_iI_c20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_zpnmfBZic1kk" style="text-align: right" title="Share price"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.0512</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Exercise Price</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td id="xdx_98F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice_iI_c20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_zEG7EuqbFMh7" style="text-align: right" title="Exercise price"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">0.025</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Term</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_98A_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_zHJaAu2RCIxc" style="text-align: right" title="Term"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3 years</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Volatility</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate_dp_uPure_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_z1RvC8vvZys7" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">185.23</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Risk Free Interest Rate</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td id="xdx_98A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate_dp_uPure_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_zLXyqBDvUDyk" style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.45</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">%</span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Dividend rate</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Intrinsic value</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td id="xdx_98B_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueVested_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__custom--WarrantOneMember_zBBi71y7xNKg" style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">316,096</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 9000000 0.0512 0.025 3 years 1.8523 0.0245 316096 <p id="xdx_805_eus-gaap--CommitmentsAndContingenciesDisclosureTextBlock_zdZGB0DClc1" style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 10 – <span id="xdx_82D_zDmeKWPkxpZj">COMMITMENTS AND CONTINGENCIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Project Finance Arrangement</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On November 4, 2022, the Company entered into a consulting agreement (the “Agreement”) with Edge Management, LLC (“Edge”), a services firm based in New York City. Under the Agreement, Edge will assist us to develop, structure and implement project finance strategies (“Project Finance”) for our clean energy installations around the world. Financing strategies will be in amounts and upon terms acceptable to us, and may include, without limitation, common and preferred equity financing, mezzanine and other junior debt financing, and/or senior debt financing, including but not limited to one or more bond offerings (“Project Financing(s)”). Under the Agreement, Edge is engaged as our exclusive representative for Project Financing matters. Edge is entitled to receive a cash payment for any Project Financing involving as follows: 5% of the gross amount of the funding facilities (up to $500 million) of all forms approved by the lender (“Lender”) introduced by Edge and or its affiliates and accepted by the Company on closing (“Closing”), 4% of the gross amount of the funding facilities (for the tranche of funding ranging from $500,000,001 to $1,000,000,000) approved by the Lender introduced by Edge and or its affiliates and accepted by the Company on Closing, and 3% of the subsequent gross amount ($1,000,000,001 and greater) of the funding facilities of all forms approved by the Lender introduced by Edge and/or its affiliates and accepted by the Company on Closing. In addition to the cash consulting fee, Edge shall be issued cashless, five-year warrants equal to: 2% (at a strike price to be mutually determined by the Parties for the first tranche of funding, up to $500 million), 1% (at a strike price to be mutually determined by the Parties for the tranche of funding ranging from $500,000,001 to $1,000,000,000), and 1% (at a strike price to be mutually determined by the Parties for any and all subsequent Debt Funding ($1,000,000,001 and greater)) of the outstanding common and preferred shares, warrants, options, and other forms of participation in the our Company on Closing.. The Agreement has an initial term of one (1) year and is cancellable by either party on ninety (90) days written notice. There is no guarantee that Edge will be successful in helping us obtain Project Financing.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Legal Proceedings</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Presently, except as descried below, there are not any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 16, 2022, the Company filed action against Christopher Percy (“Percy”) in the Eighth Judicial District of Nevada (Case No. A-22-858543-B) for breach of fiduciary duty, fraud, conversion, business disparagement, declaratory relief, and injunctive relief. This case arose out of a control dispute regarding certain actions taken by Percy while an officer and director of the Company in July 2022. The Nevada State Court granted the Company a temporary restraining order against Percy and granted the Company’s request for a preliminary injunction on November 2, 2022. Thereafter, Percy removed the case to the United States District of Nevada (Case No. 2:22-cv-01862-ART-NJK). The Company filed a motion to remand to state court on November 22, 2022 which is pending with the federal court. In December 2022, the federal court entered a preliminary injunction in favor of the Company, and ordered, in relevant part, that that Percy not take any action on behalf of the Company, unless said action is expressly authorized by the Board pursuant to the procedures set forth in the Company’s bylaws, and restored control the Company’s board. On December 1, 2022, Percy filed counterclaims against the Company for breach of contract, wrongful termination, breach of implied covenant of good faith and fair dealing, unjust enrichment, and indemnification. Percy also filed third-party claims against the Company’s CEO and director, Daniel Bates (“Bates”), for breach of fiduciary duty, equitable indemnity, and contribution. On December 22, 2022, the Company filed a partial motion to dismiss Percy’s counterclaims for indemnification and wrongful termination, which is pending with the federal court. On February 1, 2023, Bates filed a motion to dismiss all of Percy’s third-party claims, which is pending with the federal court.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 30, 2023, Leonard Tucker, LLC (“Tucker”), one of the holders of the Company’s Series B Convertible Non-Voting Preferred Stock (the “Series B Preferred Stock”) filed an action against the Company in the Second Judicial District Court of the State of Nevada (Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific performance and declaratory relief (the “Tucker Complaint”). This matter arises from the 3-year Consulting Agreement the Company entered into with Tucker on December 17, 2020 (the “Tucker Agreement”), whereby Tucker agreed to perform certain strategic and business development services to the Company in exchange for 2,000,000 shares of Series B Preferred Stock and a consulting fee of $20,000 per month. The 2,000,000 shares of Series B Preferred Stock automatically converted into 20,000,000 shares of Common Stock on January 1, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">However the Company’s Transfer Agent was instructed to not issue the shares of Common Stock due to an ongoing dispute between the Company and Tucker regarding Tucker’s ability to perform the services under the Consulting Agreement due to the action filed by the United States Securities and Exchange Commission against Profile Solutions, Inc., Dan Oran and Leonard M. Tucker on September 9, 2022 in the United States District Court Southern District of Florida (Case No. 1:22-cv-22881) alleging, among other things, that Leonard Tucker violated Section 17(a)(1) and 17(a)(3) of the Securities Act of 1933 and aided and abetted violations of Section 10(b) and Rule 10-b5.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pursuant to the Tucker Complaint, Tucker is seeking, among other things, that the Company issue the shares of Common Stock due pursuant to the Tucker Agreement. The Company is contesting all of the allegations set forth in the Tucker Complaint.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="text-decoration: underline; font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i>Non-Related Party Consulting Agreements</i></b></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The following is a summary of compensation related to consulting agreements in 2022.</span></p> <p id="xdx_899_eus-gaap--ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock_zFnu6I6hcWnb" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_zdwDKriLKqw7">Schedule of Share-Based Payment</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_307_134_zU5mit4VDbbc" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - COMMITMENTS AND CONTINGENCIES (Details)"> <tr> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="4" style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock Compensation</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr> <td style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Consultant</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Original Contract Date</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"># Shares</span></td> <td style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Value</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022 Cash Compensation</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Owed as of 12/31/2022</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Leonard Tucker LLC</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_980_ecustom--CurrentContractDate_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--LeonardTuckerLLCMember_zZ6z7X73EMh2" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right" title="Contract date"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12/17/2020</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_98B_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--LeonardTuckerLLCMember_z14ZQFbo2xW9" style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">140,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_98B_ecustom--CompensationOwed_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--LeonardTuckerLLCMember_zi6SOkoTP9ch" style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">20,000</span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">John Shaw</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_988_ecustom--CurrentContractDate_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zKMOqVX8GGY4" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3/1/2021</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zyOGtpUzvx1c" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">500,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_988_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zOZy1nIZEJk8" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">17,500</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_984_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zlhbFji095Dd" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">60,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_98F_ecustom--CompensationOwed_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zJymWNT8RDLi" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">25,000</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Strategic Innovations First, Inc</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_985_ecustom--CurrentContractDate_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zs6qg11j5R3j" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4/1/2022</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zVpZ9T4cJZN2" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">817,877</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_989_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zGXrAuYMY8N1" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_980_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zMpbQMO88bHc" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">31,500</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_983_ecustom--CompensationOwed_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zFjWBczOH4ne" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">17,500</span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Chris Galazzi</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_98F_ecustom--CurrentContractDate_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_z8rufsLnZSQ2" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5/2/2021</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zB3j4KwucyUk" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,208,340</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_981_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zPcPoxdqX6zc" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">73,446</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_988_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zTFfEakLNYE7" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">90,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_987_ecustom--CompensationOwed_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_z7FQz3f2krPb" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">37,500</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Venkat Kumar Tangirala</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_988_ecustom--CurrentContractDate_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zlitZC7d5W3g" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1/1/2022</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zScdizl0RsCh" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,000,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_985_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zf6kxIcle1bk" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">70,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_98C_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zHbzAVOqwofj" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_98D_ecustom--CompensationOwed_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zlP0eVl2ad97" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">75,000</span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Alpen Group LLC</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_988_ecustom--CurrentContractDate_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zFSZZOWhZJU6" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1/1/2022</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zd3Juc6RLFLh" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">555,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_989_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zN2Qy7MbGHJf" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,292</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_98D_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zZh9mbDXEJj" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">60,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_983_ecustom--CompensationOwed_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zmGvYnxaiaP6" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">40,000</span></td></tr> </table> <p id="xdx_8A1_zWFeGWhJVXrk" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Leonard Tucker LLC and Strategic innovations contracts have expired in 2022. All other consulting contracts continue to be active into 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p id="xdx_899_eus-gaap--ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock_zFnu6I6hcWnb" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_zdwDKriLKqw7">Schedule of Share-Based Payment</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_307_134_zU5mit4VDbbc" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - COMMITMENTS AND CONTINGENCIES (Details)"> <tr> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="4" style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Stock Compensation</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr> <td style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Consultant</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Original Contract Date</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"># Shares</span></td> <td style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Value</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="border-bottom: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022 Cash Compensation</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="2" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Owed as of 12/31/2022</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Leonard Tucker LLC</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_980_ecustom--CurrentContractDate_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--LeonardTuckerLLCMember_zZ6z7X73EMh2" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right" title="Contract date"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">12/17/2020</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">—</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_98B_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--LeonardTuckerLLCMember_z14ZQFbo2xW9" style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">140,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_98B_ecustom--CompensationOwed_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--LeonardTuckerLLCMember_zi6SOkoTP9ch" style="border-top: black 1pt solid; vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">20,000</span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">John Shaw</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_988_ecustom--CurrentContractDate_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zKMOqVX8GGY4" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3/1/2021</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zyOGtpUzvx1c" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">500,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_988_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zOZy1nIZEJk8" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">17,500</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_984_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zlhbFji095Dd" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">60,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_98F_ecustom--CompensationOwed_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--JohnShawMember_zJymWNT8RDLi" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">25,000</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Strategic Innovations First, Inc</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_985_ecustom--CurrentContractDate_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zs6qg11j5R3j" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">4/1/2022</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zVpZ9T4cJZN2" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">817,877</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_989_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zGXrAuYMY8N1" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">27,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_980_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zMpbQMO88bHc" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">31,500</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_983_ecustom--CompensationOwed_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--StrategicInnovationsMember_zFjWBczOH4ne" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">17,500</span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Chris Galazzi</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_98F_ecustom--CurrentContractDate_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_z8rufsLnZSQ2" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">5/2/2021</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zB3j4KwucyUk" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,208,340</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_981_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zPcPoxdqX6zc" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">73,446</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_988_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_zTFfEakLNYE7" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">90,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_987_ecustom--CompensationOwed_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ChrisGalazziMember_z7FQz3f2krPb" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">37,500</span></td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Venkat Kumar Tangirala</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_988_ecustom--CurrentContractDate_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zlitZC7d5W3g" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1/1/2022</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zScdizl0RsCh" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,000,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_985_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zf6kxIcle1bk" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">70,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_98C_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zHbzAVOqwofj" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">100,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_98D_ecustom--CompensationOwed_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--VenkatKumarTangiralaMember_zlP0eVl2ad97" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">75,000</span></td></tr> <tr style="background-color: white"> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Alpen Group LLC</span></td> <td style="vertical-align: top; padding-right: 1.7pt; padding-left: 1.7pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_988_ecustom--CurrentContractDate_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zFSZZOWhZJU6" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">1/1/2022</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingPeriodIncreaseDecrease_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zd3Juc6RLFLh" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">555,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_989_eus-gaap--EmployeeStockOwnershipPlanESOPCompensationExpense_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zN2Qy7MbGHJf" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">19,292</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_98D_eus-gaap--CompensationExpenseExcludingCostOfGoodAndServiceSold_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zZh9mbDXEJj" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">60,000</span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td> <td id="xdx_983_ecustom--CompensationOwed_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--AlpenGroupLLCMember_zmGvYnxaiaP6" style="vertical-align: bottom; padding-right: 1.7pt; padding-left: 1.7pt; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">40,000</span></td></tr> </table> 12/17/2020 140000 20000 3/1/2021 500000 17500 60000 25000 4/1/2022 817877 27000 31500 17500 5/2/2021 2208340 73446 90000 37500 1/1/2022 2000000 70000 100000 75000 1/1/2022 555000 19292 60000 40000 <p id="xdx_801_eus-gaap--IncomeTaxDisclosureTextBlock_zaeWEWEgK2c3" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 11 – <span id="xdx_823_zW5plK3NxcY9">INCOME TAX </span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts &amp; Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net deferred tax assets consist of the following components as of December 31:</span></p> <p id="xdx_894_eus-gaap--ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock_z7u5VoAUWxn5" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_zxIVy9oxcCm9" style="font-style: normal; font-weight: 400; text-transform: none; letter-spacing: normal; word-spacing: 0px; background-color: rgb(255, 255, 255)">Schedule of Deferred Tax Assets and Liabilities</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30F_134_zWBPPRtns7Cg" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - INCOME TAX (Details)"> <tr style="vertical-align: bottom"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_492_20221231_zPXal2jnUSZk" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_49D_20211231_ze8ZdLgM82Kf" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2021</span></td></tr> <tr id="xdx_403_eus-gaap--DeferredTaxAssetsNetAbstract_iB_z1LI1Npy2AEh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred Tax Assets:</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_40B_eus-gaap--DeferredTaxAssetsOtherLossCarryforwards_iNI_di_zWmfv1kEfXUi" style="vertical-align: bottom; background-color: White"> <td style="width: 56%; text-align: left; text-indent: -17.6pt; padding-left: 33.25pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOL Carryover</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3,443,812</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,682,760</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr id="xdx_401_eus-gaap--AccruedPayrollTaxesCurrentAndNoncurrent_iI_zOi5CGaXoFKc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Payroll accrual</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">134,700</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,000</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_404_eus-gaap--DeferredTaxLiabilitiesNetAbstract_iB_zgngML950r82" style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred tax liabilities:</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_402_ecustom--LessValuationAllowance_iNI_di_z4TBVbGXbV6d" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: -17.6pt; padding-left: 33.25pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Less valuation allowance</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,309,112</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,680,760</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_405_eus-gaap--DeferredTaxAssetsOther_iI_z6VoeiSRxau7" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net deferred tax assets</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1494">—</span>  </span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1495">—</span>  </span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p id="xdx_8AA_zhF5iP5WQ5Q5" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, due to the following:</span></p> <p id="xdx_89E_eus-gaap--ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock_zTypCd9U5RFe" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font: normal 10pt Times New Roman, Times, Serif; text-transform: none; letter-spacing: normal; word-spacing: 0px; background-color: rgb(255, 255, 255)">Schedule of Components of Income Tax Expense</span></p> <table cellpadding="0" cellspacing="0" id="xdx_30A_134_zObWINClyIg8" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - INCOME TAX (Details 1)"> <tr style="vertical-align: bottom"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_494_20220101__20221231_zWZRx8Q8xICb" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_49E_20210101__20211231_zjTFqPdJm5c1" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2021</span></td></tr> <tr id="xdx_403_eus-gaap--GainsLossesOnRestructuringOfDebt_ze0vBy8hRwRb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; text-align: left; text-indent: 9.9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Book loss</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,277,100</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,111,900</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr id="xdx_403_eus-gaap--IncomeTaxReconciliationNondeductibleExpenseOther_zc2JHap7j1rc" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 9.9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other nondeductible expenses</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">678,700</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">676,800</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_40C_ecustom--RelatedPartyAccrual_zBk2MnAosk88" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 9.9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Related party accrual</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1505">—</span>  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1506">—</span>  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_408_eus-gaap--ValuationAllowancesAndReservesAdjustments_zE53Vn3jgqNl" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 9.9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Valuation allowance</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">598,400</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">435,100</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_402_ecustom--InomeLossFromContinuingOperations_zHPMaaYITANg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1511">—</span>  </span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1512">—</span>  </span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p id="xdx_8AA_zNcTqSshpbS9" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">At December 31, 2022, the Company had net operating loss carry forwards of approximately $3,444,000 that may be offset against future taxable income. NOLs from tax years up to 2017 can be carried forward twenty years. <span style="background-color: white">Under the CARES Act, the Company can carry forward NOLs indefinitely for NOLs generated in a tax year beginning after 2017, that remain after they are carried back to tax years in the five-year carryback period. </span>No tax benefit has been reported in the December 31, 2022, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_894_eus-gaap--ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock_z7u5VoAUWxn5" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_zxIVy9oxcCm9" style="font-style: normal; font-weight: 400; text-transform: none; letter-spacing: normal; word-spacing: 0px; background-color: rgb(255, 255, 255)">Schedule of Deferred Tax Assets and Liabilities</span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_30F_134_zWBPPRtns7Cg" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - INCOME TAX (Details)"> <tr style="vertical-align: bottom"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_492_20221231_zPXal2jnUSZk" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_49D_20211231_ze8ZdLgM82Kf" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2021</span></td></tr> <tr id="xdx_403_eus-gaap--DeferredTaxAssetsNetAbstract_iB_z1LI1Npy2AEh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred Tax Assets:</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_40B_eus-gaap--DeferredTaxAssetsOtherLossCarryforwards_iNI_di_zWmfv1kEfXUi" style="vertical-align: bottom; background-color: White"> <td style="width: 56%; text-align: left; text-indent: -17.6pt; padding-left: 33.25pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">NOL Carryover</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3,443,812</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2,682,760</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr id="xdx_401_eus-gaap--AccruedPayrollTaxesCurrentAndNoncurrent_iI_zOi5CGaXoFKc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Payroll accrual</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">134,700</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,000</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_404_eus-gaap--DeferredTaxLiabilitiesNetAbstract_iB_zgngML950r82" style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Deferred tax liabilities:</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_402_ecustom--LessValuationAllowance_iNI_di_z4TBVbGXbV6d" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: -17.6pt; padding-left: 33.25pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Less valuation allowance</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3,309,112</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2,680,760</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_405_eus-gaap--DeferredTaxAssetsOther_iI_z6VoeiSRxau7" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Net deferred tax assets</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1494">—</span>  </span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1495">—</span>  </span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 3443812 2682760 134700 2000 -3309112 -2680760 <p id="xdx_89E_eus-gaap--ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock_zTypCd9U5RFe" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font: normal 10pt Times New Roman, Times, Serif; text-transform: none; letter-spacing: normal; word-spacing: 0px; background-color: rgb(255, 255, 255)">Schedule of Components of Income Tax Expense</span></p> <table cellpadding="0" cellspacing="0" id="xdx_30A_134_zObWINClyIg8" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - INCOME TAX (Details 1)"> <tr style="vertical-align: bottom"> <td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_494_20220101__20221231_zWZRx8Q8xICb" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2022</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_49E_20210101__20211231_zjTFqPdJm5c1" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">2021</span></td></tr> <tr id="xdx_403_eus-gaap--GainsLossesOnRestructuringOfDebt_ze0vBy8hRwRb" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 56%; text-align: left; text-indent: 9.9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Book loss</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,277,100</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1,111,900</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">)</span></td></tr> <tr id="xdx_403_eus-gaap--IncomeTaxReconciliationNondeductibleExpenseOther_zc2JHap7j1rc" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 9.9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other nondeductible expenses</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">678,700</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">676,800</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_40C_ecustom--RelatedPartyAccrual_zBk2MnAosk88" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 9.9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Related party accrual</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1505">—</span>  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1506">—</span>  </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_408_eus-gaap--ValuationAllowancesAndReservesAdjustments_zE53Vn3jgqNl" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 9.9pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Valuation allowance</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">598,400</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">435,100</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_402_ecustom--InomeLossFromContinuingOperations_zHPMaaYITANg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1511">—</span>  </span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span style="-sec-ix-hidden: xdx2ixbrl1512">—</span>  </span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> -1277100 -1111900 678700 676800 598400 435100 <p id="xdx_80F_eus-gaap--DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock_zyqN1cQ0mLEi" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 12 - <span id="xdx_827_zZX1NyRFJM94">DISCONTINUED OPERATIONS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In accordance with the provisions of ASC 205-20, <i>Presentation of Financial Statements</i>, we have separately reported the liabilities of the discontinued operations in the consolidated balance sheets. The liabilities have been reflected as discontinued operations in the consolidated balance sheets as of December 31, 2022 and 2021, and consist of the following:</span></p> <p id="xdx_899_eus-gaap--ScheduleOfDisposalGroupsIncludingDiscontinuedOperationsIncomeStatementBalanceSheetAndAdditionalDisclosuresTextBlock_z3S9fTtazTXf" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span><span id="xdx_8BF_zhG2SlL0RuW8" style="display: none">Disposal Groups, Including Discontinued Operations</span></span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_300_134_zv8DHXAl9Bt9" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - DISCONTINUED OPERATIONS (Details)"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_498_20221231_z4A8UT4LCgt1" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, 2022</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_494_20211231_zMtGJRbGbWpf" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, 2021</span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 5.65pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Current Liabilities of Discontinued Operations:</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_40C_eus-gaap--DisposalGroupIncludingDiscontinuedOperationAccountsPayable_iI_zdGQLOP3cJR7" style="vertical-align: bottom; background-color: White"> <td style="width: 56%; text-align: justify; padding-left: 5.65pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts payable</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">49,159</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">49,159</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_40C_eus-gaap--DisposalGroupIncludingDiscontinuedOperationAccruedLiabilities_iI_zLB0YENNoe0b" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 5.65pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued expenses</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,923</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,923</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_407_ecustom--DisposalGroupIncludingDiscontinuedOperationLiabilities_iI_zJX6ip0WAdN" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 1pt; padding-left: 5.65pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Loans payable</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11,011</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11,011</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_400_eus-gaap--LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation_iI_z5vWoVsPUwXc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 2.5pt; padding-left: 5.65pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total Current Liabilities of Discontinued Operations:</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">67,093</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">67,093</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> <p id="xdx_8A3_zXhcXu8mYA8g" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_899_eus-gaap--ScheduleOfDisposalGroupsIncludingDiscontinuedOperationsIncomeStatementBalanceSheetAndAdditionalDisclosuresTextBlock_z3S9fTtazTXf" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span><span id="xdx_8BF_zhG2SlL0RuW8" style="display: none">Disposal Groups, Including Discontinued Operations</span></span></span></p> <table cellpadding="0" cellspacing="0" id="xdx_300_134_zv8DHXAl9Bt9" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - DISCONTINUED OPERATIONS (Details)"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_498_20221231_z4A8UT4LCgt1" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, 2022</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td colspan="3" id="xdx_494_20211231_zMtGJRbGbWpf" style="border-bottom: Black 1pt solid; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">December 31, 2021</span></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 5.65pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Current Liabilities of Discontinued Operations:</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_40C_eus-gaap--DisposalGroupIncludingDiscontinuedOperationAccountsPayable_iI_zdGQLOP3cJR7" style="vertical-align: bottom; background-color: White"> <td style="width: 56%; text-align: justify; padding-left: 5.65pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accounts payable</span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">49,159</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="width: 8%"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="width: 12%; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">49,159</span></td><td style="width: 1%; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_40C_eus-gaap--DisposalGroupIncludingDiscontinuedOperationAccruedLiabilities_iI_zLB0YENNoe0b" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-left: 5.65pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Accrued expenses</span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,923</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">6,923</span></td><td style="text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_407_ecustom--DisposalGroupIncludingDiscontinuedOperationLiabilities_iI_zJX6ip0WAdN" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 1pt; padding-left: 5.65pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Loans payable</span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11,011</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 1pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">11,011</span></td><td style="padding-bottom: 1pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> <tr id="xdx_400_eus-gaap--LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation_iI_z5vWoVsPUwXc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 2.5pt; padding-left: 5.65pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Total Current Liabilities of Discontinued Operations:</span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">67,093</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td><td style="padding-bottom: 2.5pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td> <td style="border-bottom: Black 2.5pt double; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$</span></td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">67,093</span></td><td style="padding-bottom: 2.5pt; text-align: left"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></td></tr> </table> 49159 49159 6923 6923 11011 11011 67093 67093 <p id="xdx_807_eus-gaap--SubsequentEventsTextBlock_z73IBmtUCFrk" style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>NOTE 13 – <span id="xdx_82B_zE2SstOq1MN2">SUBSEQUENT EVENTS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 18, 2023, the Company appointed Bart Fisher as an independent member of the Board of Directors.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">January 26, 2023, the Company issued a total of 10,500,000 shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant to the Signed Securities Purchase Agreements on January 26, 2023, for total cash proceeds of $210,000. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On February 16, 2023, the Board of Directors approved a special dividend of five shares of the Company's common stock for every one hundred shares of common stock issued and outstanding (the "Dividend"). The record date for the Dividend is February 27, 2023, and the payment date is March 13, 2023.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 17, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a Schedule of Buyers. The Company has authorized a new series of senior convertible notes in the aggregate principal amount of $4,080,000, which Notes shall be convertible into shares of common stock at the lower of (a)120% of the closing price on the day prior to closing, (the “Fixed Conversion Price”) or (b) a 10% discount to the lowest daily volume weighted average price reported by Bloomberg (“VWAP”) of the Common Stock during the 10 trading days prior to the conversion date(collectively, the “Conversion Price”)</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 17, 2023, the initial Investor of the Purchase Agreement purchased a senior convertible promissory note (the “Note”) in the original principal amount of $2,500,000 and a warrant to purchase 29,434,850 shares of the Company’s common stock. The maturity date of the Note is February 21, 2024 (the “Maturity Date”). The Note bears interest at a rate of 5% per annum. The Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the Note. The Warrant is exercisable for shares of the Company’s common stock at a price of $0.845 per share and expires five years from the date of issuance.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 21, 2023, Silverback Capital Corporation, fully converted its note dated March 31, 2022, with principal and interest of $360,000 and $25,723, respectively, into 19,286,137 shares of common stock.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 22, 2023, the Company issued 6,250,000 shares of common stock and a warrant to purchase up to an additional 6,250,000 shares of common stock, pursuant to a Signed Securities Purchase Agreement, for total cash proceeds of $125,000. The Warrant is exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 23, 2023, the Company issued 500,000 shares of common stock to Bart Fisher, Director, for services.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On February 23, 2023, the Company issued 600,000 shares of common stock to an individual for services.</span></p> EXCEL 81 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0 ( !><8E<'04UB@0 +$ 0 9&]C4')O<',O87!P+GAM M;$V./0L",1!$_\IQO;=!P4)B0-!2L+(/>QLOD&1#LD)^OCG!CVX>;QA&WPIG M*N*I#BV&5(_C(I(/ !47BK9.7:=N')=HI6-Y #OGDK7A.YNJQ<&4GPZ4A!0W_J=0U[R;UEA_6\#MI7E!+ P04 M " 7G&)7L^,0T>T K @ $0 &1O8U!R;W!S+V-O&ULS9+! 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