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 UNITED STATES

 SECURITIES AND
EXCHANGE COMMISSION

 Washington, D.C.
20549

 FORM 10-K

 (Mark One)

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year
ended December 31, 2023

 or

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission File Number
 024-11501

 CLEAN VISION
CORPORATION

 (Exact Name of Registrant
as Specified in Its Charter)

 Nevada

 85-1449444

 (State or
 Other Jurisdiction of

 Incorporation
 or Organization)

 (I.R.S. Employer

 Identification
 No.)

 2711
 N. Sepulveda Blvd. #1051

 Manhattan Beach,
 CA

 90266

 (Address of Principal Executive
 Offices)

 (Zip Code)

 (424) 835-1845

 (Registrant's
telephone number, including area code)

 Not applicable

 (Former name, former
address, and former fiscal year, if changed since last report)

 Securities registered
pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 N/A

 N/A

 N/A

 Securities registered
under Section 12(g) of the Exchange Act: None

mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.

mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

 Yes No

mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).

 Yes No

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 to Section 7(a)(2)(B) of the Securities Act.

 If securities are
registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements.

mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).

 Yes No

 The aggregate market
value of the voting and non-voting common stock of Clean Vision Corporation held by non-affiliates was approximately $ 18,290,000 million
based upon the closing price per share of $0.0395 on June 30, 2023.

 The number of shares
of the registrant's common stock outstanding as of April 15, 2024 was 695,701,083 shares.

 Page
 No.

 Item 1.

 Description of the Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 Selected Financial Data

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative
 Disclosures About Market Risk

 Item 8.

 Financial Statements and
 Supplementary Data

 Item 9.

 Changes in and Disagreements
 with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 10.

 Directors, Executive Officers
 and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain
 Beneficial Owners, Management and Related Stockholder Matters

 Item 13.

 Certain Relationships,
 Related Transactions and Director Independence

 Item 14.

 Principal Accounting Fees
 and Services

 Item 15.

 Exhibits, Financial Statement
 Schedules

 Exhibit Index

 Item 16

 Form 10-K Summary

 Signatures

 SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS

 This Annual Report
on Form 10-K ("Annual Report") contains forward-looking statements within the meaning of the federal securities laws. All
statements contained in this Annual Report, other than statements of historical fact, including statements regarding our future operating
results and financial position, our business strategy and plans, potential growth or growth prospects, future research and development,
sales and marketing and general and administrative expenses, and our objectives for future operations, are forward-looking statements.
Words such as "believes," "may," "will," "estimates," "potential," "continues,"
"anticipates," "intends," "expects," "could," "would," "projects,"
"plans," "targets," and variations of such words and similar expressions are intended to identify forward-looking
statements. We have based these forward-looking statements largely on our current expectations and projections about future events and
trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business
operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and
assumptions, including those described in the "Risk Factors" in this Annual Report. Readers are urged to carefully review
and consider the various disclosures made in this Annual Report and in other documents we file from time to time with the U.S. Securities
and Exchange Commission (the "SEC") that disclose risks and uncertainties that may affect our business. Moreover, we operate
in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all
risks, nor can we assess the impact of all factors on our business 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 we may make. In light of these risks,
uncertainties, and assumptions, the future events and circumstances discussed in this Annual Report may not occur and actual results
could differ materially and adversely from those anticipated or implied in the forward-looking statements.

 You should not rely
upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements
may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, performance, or achievements. In addition, the forward-looking statements in this Annual Report are
made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update such statements for any reason
after the date of this Annual Report or to conform statements to actual results or revised expectations, except as required by law.

 You should read this
Annual Report and the documents that we reference herein and have filed with the SEC as exhibits to this Annual Report with the understanding
that our actual future results, performance, and events and circumstances may be materially different from what we expect.

 This Annual Report
also contains or may contain estimates, projections and other information concerning our industry, our business and the markets for our
products, including data regarding the estimated size of those markets and their projected growth rates. Information that is based on
estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances
may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these
industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry
and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which these
data are derived.

 ITEM 1. BUSINESS

 Company Overview
and History

 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 waste problem by recycling the waste and converting it into saleable byproducts, such as hydrogen and other clean-burning
fuels. 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) clean fuels, (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. 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 U.S. Energy Information Administration ("EIA") on June 14, 2023, it is estimated
that while annual demand growth is expected to drop from 2.4 million barrels per day ("mb/d") due to a shift in focus to
a clean energy economy, global oil demand will rise by 6% from 2022 to 2028, reaching 105.7 mb/d. The EIA also estimates that upstream
investments in oil and gas exploration, extraction and production were on course to reach their highest levels since 2015, growing 11%
year-on-year to $528 billion in 2023.

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

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

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

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

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

 We
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 EcoSynergie 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 plastic feedstock through pyrolysis.

 Our Business Segments

 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-value 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 plastic feedstock into precursors, clean-burning
fuels, hydrogen, and/or generate electricity. The solutions provided will utilize technologies uniquely designed to the specific 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.

 Subsidiaries of Clean-Seas

 In order to execute
our business model, Clean-Seas has established subsidiaries and/or 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 feedstock
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. Clean-Seas has entered into contracts to employ its patent-pending Plastic Conversion Network ("PCN")
projects in West Virginia, Arizona and Massachusetts and Michigan. Clean-Seas West Virginia, Inc. ("Clean-Seas West Virginia")
has begun the process of environmental permitting with the West Virginia Department of Environmental Protection and currently expects
the process to be completed in the second quarter of 2024. In 2024, we also intend to begin the permitting process for projects under
contract in Arizona, Michigan and Massachusetts.

 EcoCell, Inc.

 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 commissioned
the construction of a five-kilowatt hydrogen fuel cell, but experienced delays due to supply chain issues. The raw materials for this
project have been received and development is currently progressing, with expectations for demonstration in the third quarter of 2024.

 Endless Energy,
Inc.

 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 States 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.

 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,
formed on April 1, 2023, is our first PCN facility slated for the United States and is currently expected to be operational in the second
quarter of 2025. This facility will be located in the city of Belle, outside of Charleston, the capital of West Virginia, and is expected
to begin operations converting 100 TPD of plastic feedstock. The Company expects to expand to greater than 500 TPD within three years
of beginning operations. Clean-Seas has engaged MacVallee, LLC ("MacVallee") to secure mixed plastic feedstock from material
recovery facilities and industrial suppliers.

 Arizona

 Clean-Seas Arizona,
Inc. ("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, Arizona State University (ASU) and the Rob and Melani
Walton Sustainability Solution Services (WS3), the parties intend for Clean-Seas Arizona to establish a plastic feedstock 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
feedstock from the Phoenix area and import plastic from California. Pursuant to the Arizona Services Agreement, the Arizona facility
is expected to begin processing plastic feedstock in Q4 2024, now expected in Q4 2025, 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 (the "Michigan Agreement") with Western Michigan-based NuWay Go Recycle
Center LLC to establish Clean-Seas Newaygo ("CSN"). Under the terms of the Michigan Agreement, CSN may co-locate at American
Classic, Inc.'s facility at 313 W. State Road in Newaygo, Michigan, at up to 50 TPD. On April 11, 2023, CSN entered into feedstock
and site lease agreements for this location.

 Following the signing
of the Michigan Agreement, Clean-Seas business and technical model evolved to a larger scale, with a goal of 100 TPD, as is being developed
in West Virginia. As of January 2024, Clean-Seas is evaluating additional or alternate locations in Michigan to accommodate this increased
scale. In addition to required financing for this project, anticipated to be in the form of debt and equity, we are exploring
additional sources of funding, which may include Michigan State incentives and grants available through the Biden Administration's
Inflation Reduction Act (IRA).

 Massachusetts

 On November 14, 2022,
Clean-Seas signed Letters of Intent with 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 plastic pyrolysis conversion 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 2012,
EcoSynergie is an operator of pyrolysis waste-plastic conversion technology with a current capacity of 20 TPD. In connection with the
acquisition, EcoSynergie changed its name to Clean-Seas Morocco, LLC, which, as of the closing, became a 51% owned subsidiary of the
Company. Clean-Seas Morocco had previously contracted with a vendor based in France to deliver and two 50 TPD systems. However, the vendor
will not be able to deliver such equipment as originally planned. As such, further development of the Morocco project is currently on
hold until equipment and funding are secured. While we cannot currently give an estimated time frame for the installation of the two
additional 50 TPD systems, Clean-Seas Morocco is still planning for the installation of the two 50 TPD systems, with the goal for the
Morocco facility to become a North African regional hub of the PCN.

 Clean-Seas Morocco's
current assets include: five hectares of suitably zoned land, licenses and permits to operate pyrolysis facilities, Ecosynergie's
inventory of equipment and supporting technology which includes two 10 TPD pyrolysis plants. 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 $257,414 in revenue, with a gross margin of $162,789
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 plastic feedstock and generate saleable byproducts, including clean hydrogen,
AquaH, 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.

 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 plastic feedstock 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 plastic feedstock 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.

 Deployment Strategy

 The Company has secured
contracts, and or letters of intent to establish projects in the jurisdictions discussed above; however, management will use its best
judgment on how to deploy capital in the most efficient manner in building out each project and the priority each project is given. It
will seek to complete construction and emissions permitting for each location prior to seeking funding and, as such, current plans are
to commence our deployment strategy beginning with the Morocco expansion and West Virginia project as phase one. Phase two is currently
planned to include; Arizona, Michigan and Massachusetts.

 Intellectual Property

 Clean-Seas
filed for intellectual property protection of its technology entitled "Method and Apparatus for Plastic Waste Recycling" with
the USPTO covering its global PCN. The PCN is a patent-pending software network connecting sources of waste plastic with "conversion"
facilities strategically located around the world. The 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.

 On November
8, 2023, the USPTO issued our trademark for AquaH, which is a unique type of clean hydrogen we produce from plastic waste
that falls between the blue (natural gas) and green (renewable energy resourced) classifications.

 Growth Strategies

 We plan to establish
PCN facilities strategically located as close to the feedstock as possible. We are currently focused on plastic waste-to-value projects
in Morocco, India, West Virginia, Arizona, Massachusetts, Michigan, Puerto Rico, France, Turkey and Sri Lanka due to their proximity
to plastic feedstock 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 feedstock 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-value 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.

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

 Recycling
 Services. We currently expect that gate fees or tipping fees may be paid to us to accept plastic waste from a government,
 municipality, or corporate entities that must dispose of its waste. Fees, if paid will be on a per ton basis and are expected to
 vary in range from approximately $25 per ton (excluding transport) to $50 per ton (including transport), depending on the jurisdiction,
 land availability, and daily volumes of waste. Clean-Seas has agreements in place to accept feedstock at its facilities in Morocco
 and West Virginia at no cost to the Company.

 Commodity
 Sales.

 Circular Fuels and Hydrogen. Our business model is based on pyrolysis facilities converting plastic feedstock into clean fuels
 and gasses, such as AquaH. The clean fuel takes the form of a Plastic Pyrolysis Oil ("PPO"), which we
 intend to sell to petrochemical companies as a precursor feedstock for the creation of new plastic products. We believe PPO is the
 foundation of the plastic circular economy which we see multinational oil companies pursuing. We are also planning to produce hydrogen
 in the Company's PCN facilities that we anticipate selling to distributors of this clean source of energy.

 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 plastic feedstock 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.

 Competition

 The clean energy
and waste-to-value 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 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 plastic feedstock, 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.

 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-value 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.

 Competitive
Edge

 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 facility in Agadir, Morocco,
 following our 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 plastic feedstock 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 additional pyrolysis units, expanding out processing capability. We anticipate that the Moroccan facility will
 process up to 200 tons of plastic waste per day within the next 24 months. Since commencing operations in April 2023, Clean-Seas
 Morocco has generated $257,414 in revenue, with a gross margin of $162,789.

 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. On February 12,
 2024, the Company received a $15 million dollar loan guarantee from the West Virginia Economic Development Authority, the proceeds
 of which are be used for the purchase of capital equipment and leasehold improvements.

 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 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), and then split that syngas apart, removing the hydrogen and leaving
 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 impactful, environmental factors.

 Research and
Development Activities

 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 2019. 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 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.

 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 2019 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.

 AquaH

 On November 8, 2023,
the USPTO issued our trademark for AquaH, which is a unique type of clean hydrogen we produce from plastic waste that falls between
the blue (natural gas) and green (renewable energy resourced) classifications. Typically, the various types of hydrogen are given a color
that differentiates the type 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 into 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.

 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.

 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.

 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,
Affiliates and Exclusive Partners

 We believe that our
success depends upon our ability to attract, develop and retain key personnel. As of December 31, 2023, we employed 38 individuals, of
which 0 are part time. 7 of our employees reside in India, 18 of our employees reside in Morocco, 1 in the United Kingdom and 12 in the
United States. 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.

 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  The information contained in, or accessible through, our website will not be deemed to be
incorporated by reference into this Annual Report and does not constitute part of this Annual Report.

 ITEM 1A. RISK
FACTORS

 We are a smaller
reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information
under this Item.

 ITEM 1B. UNRESOLVED
STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Cybersecurity
Risk Management and Strategy

 We have developed
and maintain a cybersecurity risk management methodology intended to protect the confidentiality, integrity, and availability of our
critical systems and information. Our cybersecurity risk management methodology is integrated into our overall enterprise risk management,
and shares common methodologies, reporting channels and governance processes that apply across the Company to other legal, compliance,
strategic, operational, and financial risk areas. As part of our overall risk management processes and procedures, we have instituted
a cybersecurity awareness designed to identify, assess and manage material risks from cybersecurity threats, including by engaging a
third-party cybersecurity service provider, which communicates directly with our management and compliance personnel. The cyber risk
management methodology involves risk assessments, implementation of security measures and ongoing monitoring of systems and networks,
including networks on which we rely. Through our cybersecurity awareness, the current threat landscape is actively monitored in an effort
to identify material risks arising from new and evolving cybersecurity threats. We may engage external experts, including cybersecurity
assessors, consultants and auditors to evaluate cybersecurity measures and risk management processes as needed. We also depend on and
engage various third parties, including suppliers, vendors and service providers in connection with our operations. Our risk management,
legal, and compliance personnel oversee and identify, including through a third-party cybersecurity service provider, material risks
from cybersecurity threats associated with our use of such entities.

 Our cybersecurity
risk management methodology includes:

 We have not identified
risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us,
including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats
that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations,
or financial condition.

 Cybersecurity
Governance

 Our
Board of Directors oversees our risk management, including our information technology and cybersecurity policies, procedures, and risk
assessments. Management reports to our Board of Directors on information security matters as necessary, regarding any significant cybersecurity
incidents, as well as any incidents with lesser impact potential.

 One
of the key functions of our Board of Directors is informed oversight of our various processes for managing risk. An overall review of
risk is inherent in our Board of Directors ongoing consideration of our long-term strategies, transactions and other matters presented
to and discussed by the Board of Directors. This includes a discussion of the likelihood and potential magnitude of various risks, including
cybersecurity risks, and any actions management has taken to limit, monitor or control those risks.

 ITEM 2. PROPERTIES

 Our corporate headquarters
is 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.

 ITEM 3. 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 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 (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.

 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, among other things, the action filed by the
SEC 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, as amended (the "Securities Act") and aided and abetted violations of Section 10(b) and Rule 10-b5 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). 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. On February 24, 2024, the Company removed the Tucker Litigation to the United
States District of Nevada (Case No. 2:23-cv-00296).

 On
February 27, 2024, the Company filed counterclaims against Tucker and its principal, Leonard Tucker (the "Company Complaint"),
wherein the Company sought a judgment against Tucker declaring the Tucker Agreement unenforceable and invalid, as well as damages related
to its claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, and breach of duty against
both Tucker and its principal. On March 10, 2023, the parties subsequently stipulated to stay the Tucker Litigation to attend binding
arbitration. On January 31, 2024, the arbitrator entered an interim award in favor of the Company related to a discovery dispute in the
arbitration for the sum of $19,625.00.

 On
January 25, 2024, the arbitrator entered her decision (the "Decision") regarding the parties relative liability in the Tucker
Litigation. Overall, the Decision concluded that the Company substantially prevailed on its claims, counterclaims, and defenses in the
Tucker Litigation. First, the Decision concluded that the Company prevailed on its claim that the Tucker Agreement is invalid and unenforceable;
and further concluded that the Company prevailed against Tucker on each of Tucker's causes of action based on the Tucker Agreement,
including Tucker's claims for breach of contract, breach of the breach of the implied covenant of good faith and fair dealing,
specific performance, and declaratory relief. Second, the Decision concluded no fraud or breach of duty with respect to Tucker and its
principal; and further concluded that Tucker may be entitled to retain the compensation paid by the Company for its services under an
unjust enrichment theory, in an amount to be determined. Based on the forgoing Decision, the arbitrator ordered the parties to
the Tucker Litigation to submit supplementary briefing regarding their respective available remedies.

 On
April 15, 2024, the arbitrator heard the parties arguments on the supplementary briefing regarding remedies and ruled (i) 100% of the
shares issued to Tucker as compensation under the Tucker Agreement be cancelled as a result of the Tucker Agreement being invalid and
unenforceable and (ii) Tucker was entitled to unjust enrichment damages in an amount equal to the monthly fee under the Tucker Agreement
for the period of engagement until the Company retained a licensed broker dealer to replace the services being performed under the Tucker
Agreement. As a result, the Company is required to pay Tucker the amount of $375, calculated as $20,000 fee owed to Tucker, minus the
$19,625 awarded to the Company as a result of the discovery dispute on January 31, 2024.

 As
a result, the Company is required to pay Tucker the amount of $375, calculated as $20,000 fee owed to Tucker, minus the $19,625 awarded
to the Company as a result of the discovery dispute on January 31, 2024.

 ITEM 4. MINE SAFETY
DISCLOSURES

 Not Applicable.

 ITEM 5. MARKET
FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our Common Stock
is quoted on the OTCQB 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 December 31, 2023, the last reported sale price of our Common Stock on the OTCQB Market
was $0.414 per share.

2023, we had approximately 177 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.

 Securities
Authorized for Issuance under Equity Compensation Plans

 See the information
incorporated by reference in "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters"
for information regarding shares of our common stock authorized for issuance under our stock compensation plans, which information is
incorporated herein by reference.

 Preferred Stock

2023, the Company has 4,000,000 shares of preferred stock outstanding.

 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.

 Unregistered Sales
of Equity Securities

 We
have previously disclosed in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed in 2023 all of our 2023 sales of
securities without registration under the Securities Act of 1933.

 ITEM 6. SELECTED
FINANCIAL DATA

 Not applicable.

 ITEM 7. 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-value industries focused on clean technology and sustainability opportunities. By leveraging
innovative technology, we aim to responsibly resolve environmental challenges by producing valuable products. Currently, we are focused
on providing a solution to the plastic waste problem by converting the waste (feedstock) into saleable byproducts, such as precursors
for new plastic products, hydrogen and other clean-burning fuels that can be used to generate clean energy. Using a technology known
as pyrolysis, which heats the feedstock ( i.e., plastic) at high temperatures in the absence of oxygen, so that the material does
not burn, we are able to convert the feedstock into (i) clean fuels i.e. plastic pyrolysis oil, (ii) clean hydrogen (specifically,
the Company's branded clean hydrogen, AquaH, which trademark was issued by the USPTO on November 8, 2023 and published
on November 28, 2023), and (iii) carbon char. We intend to generate revenue from the following sources: (i) service revenue from the
recycling services we provide; (ii) revenue generated from the sale of commodities; (iii) revenue generated from the sale of environmental
credits; and (iv) revenue generated from the sale of equipment. Our mission is to aid in solving the problem of cost-effectively upcycling
the vast amount of plastic feedstock generated on land before it flows into the world's oceans.

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

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

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

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

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

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

.

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

 RESULTS OF
OPERATIONS

 For the Year
Ended December 31, 2023 and December 31, 2022

 Revenue

 For the year ended
December 31, 2023, the Company recognized revenue of $257,414 and cost of revenue of $94,625, 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 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.

 Operating
Expenses

 Consulting
Expense

December 31, 2023 and 2022, we had consulting expenses of $2,110,550 and $2,452,383, respectively, a decrease of $341,833 or 13.9%. In
the current period approximately $1,247,000 of our consulting expense was non-cash stock compensation. In the prior period that amount
was approximately $1,685,126.

 Advertising
and Promotion

December 31, 2023 and 2022, we incurred advertising and promotional expense of $982,030 and $402,071, respectively, an increase of $579,959
or 144.2%. The increase in the current period is due to common stock we issued to a service provider valued at approximately $681,500.

 Development Expense

December 31, 2023 and 2022, we incurred development expense of $244,688 and $35,500, respectively, an increase of $209,188 or 589.3%.
In the current period our expenditures for development expense increased as we begin to work on projects in West Virginia.

 Professional
Fees

December 31, 2023 and 2022, we incurred professional fees of $811,316 and $407,501, respectively, an increase of $403,815 or 99.1%. In
the current period we had additional legal expense of approximately $384,000 mostly related to both the filing of our Form S-1 filings
and ongoing litigation.

 Payroll Expense

December 31, 2023 and 2022, we had payroll expenses of $1,613,884 and $829,364, respectively, an increase of $784,520 or 94.6%. In the
current period we recognized payroll expense from Clean-Seas Morocco of approximately $148,000. In addition, payroll increased due to
salary increases for some of our employees and additional new hires.

 Officer Stock
Compensation Expense

December 31, 2023 and 2022, we incurred stock compensation expenses of $945,600 and $516,042, respectively, for shares issued to our
officers for compensation, an increase of $429,558 or 83.2%.

 Director Fees

December 31, 2023 and 2022, we had director fees of $587,800 and $171,000, respectively, an increase of $416,800. 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. We
also issued shares of common stock for services valued at $533,800 and $148,500, for the years ended December 31, 2023 and 2022. Respectively.

 General and
Administrative expense

December 31, 2023 and 2022, we had G&A expense of $1,066,128 and $849,459, respectively, an increase of $216,669 or 25.5%. Some of
our larger G&A expenses were for travel at $165,000, an increase of approximately $105,000 over the prior year and D&O insurance
of $52,000, an increase of approximately $15,700 over the prior year. We also incurred G&A expense from our Morocco subsidiary of
$198,000.

 Other Income
and Expense

 For the year ended
December 31, 2023, we had total other expense of $4,080,577 compared to $250,404 for the year ended December 31, 2022. An increase of
$3,830,173. In the current period we recognized $4,798,189 of interest expense, of which $4,483,160 was amortization of debt discount,
a gain in the change in fair value of derivative of $2,500,562, a gain on the conversion of debt of $881,660, a gain on extinguishment
of debt $17,500 and other income of $5,584. In the prior period we recognized $250,404 of interest expense, of which $200,273 was amortization
of debt discount.

 Net Loss

 Net loss for the year ended December 31, 2023, was
$12,151,850, after deducting $127,934 for the non-controlling interest, and $5,913,724 for the year ended December 31, 2022.

 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 limited revenue
and have incurred an accumulated deficit of $32,714,184 as of December 31, 2023.

 The below sets forth
the significant sources and uses of cash for the years ended December 31, 2023 and 2022.

 Cash Flow
from Operating Activities

 For the years ended December 31, 2023 and 2022, we
used $4,699,587 and $2,029,096 of cash used in operating activities. During the year ended December 31, 2023, we incurred a net loss of
$12,279,784, adjusted by $8,025,814 for non-cash expenses and $445,617 in adjustments for changes in assets and liabilities. During the
year ended December 31, 2022, we had 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.

 Cash Flow from Investing Activities

 During the year ended December 31, 2023,
we used $2,000,000 for the acquisition of Morocco-based Ecosynergie Group, $70,000 for the issuance of a note receivable and $5,069 to
purchase trading securities. During the year ended December 31, 2022, we purchased equipment in the amount of $90,871.

 Cash Flow from Financing Activities

 During the year ended December 31, 2023, we received
$5,139,500 of proceeds from convertible notes, $533,000 proceeds from the sale of Common Stock, $42,500 from other notes payable and $5,000
from a related party loan. We also received $1,750,000 for a long-term liability. Cash received was offset by repayment of $300,000
of a convertible note payable, $388,620 of other notes payable and $32,910 of related party notes. During the year ended December 31,
2022, we received $600,000 from proceeds from the sale of Common Stock, $154,000 proceeds from the issuance of notes payable, $555,000
from the proceeds of the issuance of convertible notes, which was partially offset by repayment of $20,000 of a related party loan and
$57,500 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

 Refer to Note 2 of
our financial statements contained elsewhere in this Annual Report for a summary of our critical accounting policies and recently adopted
and issued accounting standards.

 ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not applicable.

 ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of Clean Vision Corporation

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Clean Vision Corporation and Subsidiaries ("the Company") as
of December 31, 2023 and 2022, 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, 2023, 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, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2023, 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 not yet established a source of revenue sufficient to cover its operating, had an accumulated
deficit, and a net loss. These factors, among others, 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.

 Business
Combination – Refer to Note 4 to the financial statements.

 Description
of the Critical Audit Matter

 The
audit of Clean Vision Corporation's financial statements for the year ended December 31, 2023 included the accounting for a significant
business combination in which Clean Vision Corporation acquired Clean-Seas Morocco for total consideration of $6,500,000. The accounting
for this business combination was identified as a critical audit matter due to the significant judgment involved in evaluating the fair
value of the acquired assets and assumed liabilities, and the related goodwill recognized as part of the transaction.

 How
the Critical Audit Matter Was Addressed in the Audit

 Our
principal audit procedures related to the business combination included the following, among others:

 Evaluation
 of the Fair Value Measurements and Assumptions: We evaluated the methodologies used by
 management's experts in determining the fair values of the significant assets acquired and
 liabilities assumed, including intangible assets such as trademarks, customer relationships,
 and technology assets.

 Testing
 of Goodwill Calculation and Assessment of No Impairment Indicators: We tested the calculation
 of goodwill arising from the business combination, which was calculated as the excess of
 the consideration transferred over the fair value of identifiable net assets acquired. We
 evaluated the appropriateness of the consideration transferred, including the identification
 and valuation of all material forms of consideration (e.g., cash, equity instruments, contingent
 consideration). Additionally, we assessed whether there were any indicators of impairment
 at the acquisition date by reviewing the future economic benefits expected from the combined
 entity, considering market conditions and the operational synergies expected from the acquisition.

 Assessment
 of Disclosures: We also assessed the adequacy of the company's disclosures about
 the business combination in the financial statements, including the nature and financial
 impact of the acquisition, the fair value of the assets acquired and liabilities assumed,
 and the rationale for the valuation techniques used.

 Conclusion

 The
principal considerations for our determination that performing procedures relating to the accounting for the business combination is
a critical audit matter are the significant auditor judgment required in evaluating management's valuation of acquired assets and
assumed liabilities, and the significant financial impact of the business combination on the financial statements of Clean Vision Corporation.
These factors made this matter challenging and complex from an audit perspective.

 Fruci
 & Associates II, PLLC – PCAOB ID # 05525

 We
 have served as the Company's auditor since 2020.

 Spokane,
 Washington

 April
 16, 2024

 F- 1

 CLEAN VISION CORPORATION

 CONSOLIDATED BALANCE
SHEETS

 31,
2023

 31, 2022

 ASSETS

 Current Assets:

 Cash

 $
 339,921

 $
 10,777

 Prepaids
 and other assets

 366,812

 125,000

 receivable

 70,745

 —

 Loan
 receivable

 70,000

 —

 Trading
 securities

 5,069

 —

 Total
 Current Assets

 852,547

 135,777

 Property
 and equipment

 4,883,566

 241,376

 Goodwill

 4,584,622

 —

 Total
 Assets

 $
 10,590,735

 $
 377,153

 LIABILITIES
 AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current Liabilities:

 Cash
 overdraft

 $
 353,159

 $
 —

 286,922

 377,746

 Accrued
 compensation

 344,015

 641,639

 Accrued
 expenses

 546,392

 250,355

 Convertible
 note payable, net of discount of $ 1,701,403
 and $ 183,560,
 respectively

 2,779,199

 476,440

 Derivative
 liability

 598,306

 —

 Loans

 780,656

 114,500

 Related
 party payables

 549,946

 —

 Loans
 payables – related party

 4,500,000

 27,017

 Liabilities
 of discontinued operations

 67,093

 67,093

 Total
 current liabilities

 10,805,688

 1,954,790

 Economic
 incentive (Note 12)

 1,750,000

 —

 Total
 Liabilities

 12,555,688

 1,954,790

 Commitments
 and contingencies

 —

 —

 Mezzanine Equity:

 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

 —

 —

 A Preferred stock, $ 0.001
 par value, 2,000,000
 shares
authorized; no
 shares issued and outstanding

 —

 —

 C Preferred stock, $ 0.001
 par value, 2,000,000
 shares authorized; 2,000,000
 shares issued and outstanding

 2,000

 2,000

 stock, $ 0.001 par
 value, 2,000,000,000 shares
 authorized, 682,463,425 and
 402,196,273 shares
 issued and outstanding, respectively

 682,464

 402,197

 stock to be issued

 217,775

 76,911

 Additional
 paid-in capital

 26,591,905

 15,203,394

 Accumulated
 other comprehensive loss

 2,171

 Accumulated
 deficit

 ( 32,714,184
)

 ( 19,078,809
)

 Non-controlling
 interest

 1,452,916

 —

 Total
 stockholders' deficit

 ( 3,746,953
)

 ( 3,377,637
)

 Total
 liabilities and stockholders' deficit

 $
 10,590,735

 $
 377,153

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

 F- 2

 CLEAN VISION
CORPORATION

 CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS

 For
 the Years Ended
 December 31,

 2023

 2022

 Revenue

 $
 257,414

 $
 —

 Cost
 of revenue

 94,625

 —

 Gross
 margin

 $
 162,789

 $
 —

 Operating
 Expenses:

 Consulting

 $
 2,110,550

 $
 2,452,383

 Advertising
 and promotion

 982,030

 402,071

 Development

 244,688

 35,500

 Professional
 fees

 811,316

 407,501

 Payroll

 1,613,884

 829,364

 Officer
 stock compensation expense

 945,600

 516,042

 fees

 587,800

 171,000

 General
 and administration expenses

 1,066,128

 849,459

 Total
 operating expense

 8,361,996

 5,663,320

 Loss
 from Operations

 ( 8,199,207
)

 ( 5,663,320
)

 Other
 income (expense):

 Interest

 ( 4,798,189
)

 ( 250,404
)

 Change
 in fair value of derivative

 2,500,562

 —

 Loss
 on debt issuance

 ( 2,676,526
)

 —

 Gain
 on conversion of debt

 881,660

 —

 Gain
 on extinguishment of debt

 17,500

 —

 Other
 expense, net

 ( 5,584
)

 —

 Total
 other expense

 ( 4,080,577
)

 ( 250,404
)

 Net
 loss before provision for income tax

 ( 12,279,784
)

)

 Provision
 for income tax expense

 —

 —

 Net
 loss

 $
 ( 12,279,784
)

 $
)

 Net
 loss attributed to non-controlling interest

 127,934

 —

 Net
 loss attributed to Clean Vision Corporation

 ( 12,151,850
)

)

 Other
 comprehensive income:

 Foreign
 currency translation adjustment

 ( 14,499
)

 Comprehensive
 loss

 $
 ( 12,166,349
)

 $
 ( 5,897,054
)

 Loss
 per share - basic and diluted

 $
 ( 0.02
)

 $
 ( 0.02
)

 Weighted
 average shares outstanding - basic and diluted

 503,760,709

 344,710,350

notes are an integral part of these consolidated financial statements.

 F- 3

 CLEAN VISION CORPORATION

 CONSOLIDATED STATEMENTS
OF STOCKHOLDERS' DEFICIT

 For the Years
Ended December 31, 2023 and 2022

 A Preferred Stock

 C Preferred Stock

 Stock

 Additional
 paid

 Stock To be

 Accumulated

Other Comprehensive

 Minority

 Accumulated

 Total
 Stockholders'

 Amount

 Amount

 Amount

 In
 Capital

 Issued

 Loss

 Interest

 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

 —

 —

 —

 —

 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

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

 ( 5,897,054
)

 Balance, December 31, 2022

 —

 —

 2,000,000

 2,000

 402,196,273

 402,197

 15,203,394

 76,911

 —

 ( 19,078,809
)

 ( 3,377,637
)

 Stock
 dividend

 —

 —

 —

 —

 21,816,574

 21,817

 1,461,711

 —

 —

 —

 ( 1,483,528
)

 —

 issued for settlement

 —

 —

 —

 —

 4,500,000

 4,500

 ( 4,500
)

 —

 —

 —

 —

 —

 Settlement
 of related party debt

 —

 —

 —

 —

 —

 —

 96,250

 —

 —

 —

 —

 96,250

 Stock
 issued for services – related party

 —

 —

 —

 —

 40,500,000

 40,500

 1,596,500

 5,709

 —

 —

 —

 1,642,709

 Stock
 issued for services

 —

 —

 —

 —

 77,239,441

 77,239

 2,508,586

 ( 62,845
)

 —

 —

 —

 2,522,980

 Stock
 issued for
cash

 —

 —

 —

 —

 16,750,000

 16,750

 318,250

 198,000

 —

 —

 —

 533,000

 Stock
 issued for debt conversion

 —

 —

 —

 —

 122,461,137

 122,461

 2,678,862

 —

 —

 —

 —

 2,801,323

 Debt
 issuance cost – warrants issued

 —

 —

 —

 —

 —

 —

 2,729,852

 —

 —

 —

 —

 2,729,852

 Shares cancelled

 —

 —

 —

 —

 ( 3,000,000
)

 ( 3,000
)

 3,000

 —

 —

 —

 —

 —

 Recognition
 of noncontrolling interest in acquisition

 —

 —

 —

 —

 —

 —

 —

 —

 —

 1,580,583

 1,580,853

 Net
 loss

 —

 —

 —

 —

 —

 —

 —

 —

 ( 14,499
)

 ( 127,937
)

 ( 12,151,847
)

 ( 12,294,283
)

 Balance,
 December 31, 2023

 —

 $
 —

 2,000,000

 $
 2,000

 682,463,425

 $
 682,464

 $
 26,591,905

 $
 217,775

 $
 2,171

 1,452,916

 $
 ( 32,714,184
)

 $
 ( 3,764,953
)

notes are an integral part of these consolidated financial statements.

 F- 4

 CLEAN VISION
CORPORATION

 CONSOLIDATED STATEMENTS
OF CASH FLOWS

 For
 the Years Ended December 31,

 2023

 2022

 Cash
 Flows from Operating Activities:

 Net
 loss

 $
 ( 12,279,784
)

 $
)

 Adjustments to reconcile net
 loss to net cash used
 by operating activities:

 Stock
 based compensation

 —

 1,024,323

 Stock
 issued for services

 2,522,980

 664,542

 Preferred
 stock compensation expense

 —

 1,175,000

 Stock
 issued for services – related party

 1,642,709

 —

 Debt
 discount amortization

 4,483,160

 200,273

 Loss
 on issuance of debt

 2,676,526

 —

 Change
 in fair value of derivative

 ( 2,500,562
)

 —

 Gain
 on conversion of debt

 ( 881,660
)

 —

 Gain
 on extinguishment of debt

 ( 17,500
)

 —

 Depreciation

 100,161

 —

 Changes in operating assets
 and liabilities:

 Prepaid

 ( 12,494
)

 ( 71,000
)

 receivable

 151,075

 —

 ( 297,305
)

 317,498

 Accruals

 ( 539,215
)

 240,853

 Related-party
 payables - short-term

 549,946

 —

 Accrued
 compensation

 ( 297,624
)

 333,139

 Net cash
 used by operating activities

 ( 4,699,587
)

 ( 2,029,096
)

 Cash Flows from Investing
 Activities:

 Purchase
 of 51% interest in Clean-Seas Morocco, LLC

 ( 2,000,000
)

 —

 Trading
 securities

 ( 5,069
)

 —

 Loan
 receivable

 ( 70,000
)

 —

 Purchase
 of property and equipment

 —

 ( 90,871
)

 Net cash
 used by investing activities

 ( 2,075,069
)

 ( 90,871
)

 Cash Flows from Financing
 Activities:

 Cash
 overdraft

 353,159

 —

 from convertible notes payable

 5,139,500

 555,000

 Payments-convertible
 notes payable

 ( 300,000
)

 —

 from the sale of common stock

 533,000

 600,000

 from notes payable - related party

 5,000

 46,917

 Repayment
 of related party loans

 ( 32,910
)

 ( 20,000
)

 from notes payable

 42,500

 154,000

 from long term note payable

 1,750,000

 —

 Payments
 - notes payable

 ( 388,620
)

 ( 57,500
)

 Net cash
 provided by financing activities

 7,101,629

 1,278,417

 Net change in cash

 326,973

 ( 841,550
)

 Effects of currency translation

 2,171

 Cash
 at beginning of year

 10,777

 835,657

 Cash
 at end of year

 $
 339,921

 10,777

 Supplemental schedule of cash
 flow information:

 Interest
 paid

 $
 —

 $
 —

 Income
 taxes

 $
 —

 $
 —

 Supplemental non-cash disclosure:

 stock issued for conversion of debt

 $
 2,538,174

 $
 —

 stock issued for prepaid services

 $
 —

 $
 111,000

 Note
 payable issued for acquisition

 $
 4,500,000

 $
 —

notes are an integral part of these consolidated financial statements.

 F- 5

 CLEAN VISION CORPORATION

 Notes
to Consolidated Financial Statements

31, 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.

 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.

 We
believe that our current projects will showcase our ability to pyrolyze waste plastic (using pyrolysis), which will generate three
byproducts: (i) low sulfur fuel, (ii) clean hydrogen, AquaH tm, 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 $257,414 in revenue, with a gross margin of $162,789.

 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 had ceased operations.

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

 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.
Pursuant to that certain Memorandum of Understanding signed on November 4, 2022, Arizona State University (ASU) and the Rob and Melani
Walton Sustainability Solution Services (WS3), the parties intend for Clean-Seas Arizona to establish a plastic feedstock 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
feedstock from the Phoenix area and import plastic from California. Pursuant to the Arizona Services Agreement, the Arizona facility
is expected to begin processing plastic feedstock in Q4 2024, now expected in Q4 2025, 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.

 Clean-Seas
West Virginia, formed on April 1, 2023, is our first PCN facility slated for the United States and is currently expected to be operational
in the second quarter of 2025. This facility will be located in the city of Belle, outside of Charleston, the capital of West Virginia,
and is expected to begin operations converting 100 TPD of plastic feedstock. The Company expects to expand to greater than 500 TPD within
three years of beginning operations. Clean-Seas has engaged MacVallee, LLC ("MacVallee") to secure mixed plastic feedstock
from material recovery facilities and industrial suppliers.

 F- 6

 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"). As of December 31, 2023, the Company had $ 37,496
 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 December 31, 2023 and 2022.

 Principles
of Consolidation

consolidated financial statements for the year ended December 31, 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., Clean-Seas West Virginia, and our 51% owned subsidiary, Clean-Seas Morocco, LLC. As of December
31, 2023, there was no activity in Clean-Seas Group, Endless Energy 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, 2023.

 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.

 F- 7

 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 December 31, 2023, there are warrants to purchase up to 116,944,802 shares of common stock and approximately 120,140,000
dilutive shares of common stock from a convertible notes payable. As of December 31, 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 December 31, 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

 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.

 F- 8

 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 December
31, 2023:

 Fair
Value Measurements, hierarchy

 Description

 Level

 Level

 Level

 Derivative

 $

 —

 $

 —

 $

 598,306

 Total

 $

 —

 $

 —

 $

 598,306

 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.

2023, our operations in Morocco had generated approximately $257,000 in revenue, with a gross margin of approximately $ 163,000
 from the sale of commodities (the provision of
pyrolysis services and its sale of byproducts). During 2023, 91% of revenue was from three parties, one of which is under control of
the management of Clean-Seas Morocco. As of December 31, 2023, we did not generate revenue from any other sources.

 F- 9

 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, 2023, and 2022, no liability for unrecognized tax benefits was required to be reported.

 Trade
Accounts Receivable

 Trade
accounts receivable are amounts due from customers under normal trade terms. After assessing the creditworthiness of our customers and
considering our historical experience, anticipated future operations, and prevailing economic conditions, we have determined that the
application of the current expected credit loss (CECL) methodology would be immaterial to our financial statements. Consequently, no
allowance for credit losses has been recorded as of the year-end. The absence of a recorded allowance for credit losses reflects our
judgment that potential credit losses on outstanding receivables are negligible. As of December 31, 2023, approximately 77% of accounts
receivable are due from one customer.

 Inventory

 Inventory
consists of plastic bottles that are acquired at no cost and are held for use in our pyrolysis process, which converts these materials
into pyrolysis oil, carbon char, and other commodities. In accordance with U.S. Generally Accepted Accounting Principles (GAAP), these
bottles are recorded at the lower of cost or market. Since the acquisition cost of the bottles is zero, and there is no significant alternative
market value attributable to these materials before conversion, the carrying value of this inventory is recorded at $0 on our consolidated
balance sheets.

 The
absence of a recorded cost for the plastic bottles does not reflect their importance to our production process or potential value of
the end products. This accounting treatment is specific to the characteristics of the materials used and does not imply any underlying
concerns about the viability or value of the final products produced through our pyrolysis process.

 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

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 $ 32,714,184
 at December 31, 2023, and had a net loss of 12,279,784
 for the year ended December 31, 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.

 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.

 F- 10

 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. The accounting for operations is considered
to be complete and 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.

 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 the
minority interest (49%) in net assets as of the acquisition date. 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:

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

 218,225

 Accounts receivable

 221,820

 Property and equipment, net

 4,774,315

 Accounts payable

 ( 37,195
)

 Accrued expenses

 ( 835,252
)

 Loans payable

 ( 789,827
)

 Lines of credit

 ( 336,948
)

 Total identified assets and
 liabilities

 3,226,231

 Minority
 interest

 1,580,853

 Excess
 purchase price allocated to goodwill

 $
 12,141,194

 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,
plant, and equipment at our Clean-Seas Morocco facility comprise equipment, buildings and fixtures, automobiles, furniture, and land.
Upon acquisition, buildings and land were recorded at their estimated fair value, determined through a valuation conducted in 2018. Subsequently,
these assets have been adjusted annually to reflect an approximate 5% increase in fair value, consistent with local real estate market
trends. Depreciation for equipment, buildings, automobiles, and furniture is computed using the straight-line method over estimated useful
lives of 5 to 10 years.

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

of Property and Equipment

 31,
 2023

 31,
 2022

 Pyrolysis
 unit

 $
 185,700

 $
 185,700

 Equipment

 436,532

 55,676

 Buildings
 and fixtures

 439,411

 —

 Land

 3,867,095

 —

 Office
 furniture

 —

 Less:
 accumulated depreciation

 ( 100,161
)

 —

 Property
 and equipment, net

 $
 1,255,321

 $
 241,376

 Depreciation

 For
the year ended December 31, 2023 and 2022, depreciation expense was $ 100,161
 and $ 0,
respectively.

 F- 11

 NOTE
6 – LOANS PAYABLE

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. During the year ended December 31, 2023, the note was fully converted into 5,725,000
shares of common stock.

 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 December 31, 2023, the balance due is $ 0.

 NOTE
7 – CONVERTIBLE NOTES PAYABLE

 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 6 th day of each month thereafter until paid
in full not later than November 6, 2023. During the year ended December 31, 2023, the Company repaid $300,000 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 $0.0389 per share and expires five years from the date of issuance.

 F- 12

 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.

 August
2023 Note

 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.

 F- 13

 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.

 October
2023 Note

 On October 26, 2023,
the Company entered into a Securities Purchase Agreement (the " October Purchase Agreement")
with an accredited investor (the " October Investor ") related to the Company's
sale of two 12% convertible notes in the aggregate principal amount of $660,000 (each note being in the amount of $330,000 and containing
an original issue discount of $30,000 such that the purchase price of each note is $300,000) (each "Note," and together the
"Notes") are convertible into shares of the Company's common stock, par value $0.001 per share, upon the terms and
subject to the limitations set forth in each Note. The Company issued and sold the first Note (the "First Note") on October
26, 2023 (the "First Closing Date" or the "First Issuance Date"). The closing for the second Note (the "Second
Note") is to occur approximately 30-60 days following the First Closing Date (the "Second Closing Date," and together
with the First Closing Date, the "Closing Date").

 On the First Closing
Date, the Company issued 800,000 restricted shares of Common Stock to the Purchaser as additional consideration for the purchase of the
First Note (the "First Note Commitment Shares"). Upon the closing of the Second Note, the Company will issue additional commitment
shares in an amount calculated based on the price per share of the Common Stock at the time of funding of such Second Note (the "Second
Note Commitment Shares," and together with the First Note Commitment Shares, the "Commitment Shares"). In addition
to the Commitment Shares, the Company agreed to issue 7,500,000 shares of Common Stock to the Purchaser (the "Returnable Shares")
for each Note. Each issuance of Returnable Shares is subject to recalculation based on the price per share of Common Stock at the time
of funding for each Note, such that the economic value of each set of Returnable Shares shall be equal to the value of the initial set
of Returnable Shares. For example, if on the Second Closing Date, the closing price of the Common Stock is 50% of the closing price of
the Common Stock on the First Closing Date, the Company will be required to issue 15,000,000 Returnable Shares on the Second Note Closing
Date. The Returnable Shares must be returned to the Company unless each Note enters into an uncured default during its term, or the Company
is otherwise unable to repay each Note on or prior to maturity.

 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 year ended December 31, 2023, the Company recognized a total loss
of the issuance of convertible debt of $2,676,526.

 From April 2023 through
December 31, 2023, Walleye Opportunities Master Fund Ltd., converted $2,063,684 of the principal amount of the February Note into 97,450,000
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 $881,660.

 F- 14

 The following table
summarizes the convertible notes outstanding as of December 31, 2023:

 Convertible
Debt

 Note Holder

 Date

 Maturity
 Date

 Interest

 Balance

 December 31,

 2022

 Additions

 Conversions
 / Repayments

 Balance

 December 31, 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

 —

 ( 300,000)

 —

 Walleye Opportunities Fund

 2/21/2023

 2/21/2024

 5 %

 —

 2,500,000

 ( 2,063,684)

 436,316

 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

 Coventry Enterprises, LLC

 7/31/2023

 7/31/2024

 10 %

 —

 500,000

 —

 500,000

 GS Capital Partners

 10/26/2023

 7/26/2024

 12 %

 —

 330,000

 —

 330,000

 Total

 $

 660,000

 $

 6,544,286

 $

 ( 2,726,684)

 $

 4,480,602

 Less debt discount

 $

 ( 183,560)

 ( 1,701,403)

 Convertible note payable, net

 $

 476,440

 $

 2,779,199

 A summary of the
activity of the derivative liability for the notes above is as follows:

of Derivative Instruments

 Balance at December 31, 2022

 $

 —

 Increase to derivative due to new
 issuances

 4,217,944

 Decrease to derivative due to conversions

 ( 1,119,076

)

 Decrease to derivative
 due to mark to market

 ( 2,500,562

)

 Balance at December 31,
 2023

 $

 589,306

 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 December 31, 2023 is as follows:

of Derivative Assets at Fair Value

 Inputs

 31, 2023

 Initial

 Valuation

 Stock price

 $

 0.04

 $

 0.0566 - 0.1075

 Conversion price

 $

 0.0361

 $

 0.0534 - 0.0591

 Volatility (annual)

 95.99

 %

 165.3 %- 170.53

 %

 Risk-free rate

 5.4

 %

 4.7 - 5.07

 %

 Dividend rate

 —

 —

 Years to maturity

 0.25

.87 -1

 NOTE
8 – RELATED PARTY TRANSACTIONS

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.

 As of December
31, 2023 and 2022, the Company owed Mr. Bates $189,000 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 year ended December 31, 2023, Mr. Bates loaned the Company an additional
$5,000. As of December 31, 2023, the loans and all accrued interest were repaid in full.

the Company granted Mr. Bates 20,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price
on the date of grant, for total non-cash compensation expense of $788,000.

 F- 15

 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 December 31, 2023 and 2022, the Company owes Ms. Boulds $0 and $25,000
for accrued compensation, respectively.

the Company granted Ms. Boulds 4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price

Harris, Chief Revenue Officer

 As of December
31, 2023 and 2022, the Company owed Mr. Harris, $17,500 and $37,500, respectively, for accrued compensation.

the Company granted Mr. Harris 4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price

 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 December 31, 2023, the Company owed Mr. Owen $0.

 Erfran
Ibrahim, former CTO

 As of December
31, 2023 and 2022, the Company owed Mr. Ibrahim, $60,000 and $60,000, respectively, for accrued compensation.

 Michael
Dorsey, Director

 As of December
31, 2023 and 2022, the Company owed Mr. Dorsey, $0 and $9,000, respectively, for accrued director fees.

the Company granted Mr. Dorsey 4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price

 During
2023, the Company paid $87,500 to Around the Corner, as a finder's fee for the Clean Seas West Virginia project. Mr. Dorsey, is
an owner of Around the Corner.

 Greg Boehmer,

2023 and 2022, the Company owed Mr. Boehmer, $0 and $4,500, respectively, for accrued director fees. In addition, the Company owes Mr.
Boehmer $0 and $7,000, for consulting services as of December 31, 2023 and 2022.

the Company granted Mr. Boehmer 4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price

 Bart Fisher,

 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.

the Company granted Mr. Fisher 4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price

 Green
Invest Solutions Ltd.

 During
September 2023, a $70,000 note was issued to Green Invest Solutions Ltd. which is managed by the same individuals as Clean-Seas Morocco.
The loan is considered to be short-term and is not accruing interest.

 Management
of Clean-Seas Morocco

 On
occasion, management of Clean-Seas Morocco provides funds to the company for general operations. As of December 31, 2023, $549,946 was
due to management. There are no agreements and no interest rates applied.

 Note
Payable

 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.

 F- 16

 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
December 2023. For the year ended December 31, 2023, the shares were valued at the closing stock price on the date of grant for total
non-cash stock compensation of $17,126. As of December 31, 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 year ended September 30, 2023, the shares were valued at the closing stock price on the date of grant for total non-cash stock
compensation of $2,650. As of December 31, 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.

 From April
2023 through September 30, 2023, Walleye Opportunities Master Fund Ltd., converted $2,063,684 of the principal amount of the February
Note into 97,450,000 shares of our 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 18, 2023,
the Company issued 6,000,000 shares of common stock for services. The shares were valued at $0.03, the closing stock price on the date
of grant, for total non-cash compensation expense of $181,800.

 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 August 1, 2023,
the Company granted 500,000 shares of common stock for services. The shares were valued at $0.025, the closing stock price on the date
of grant, for total non-cash compensation expense of $12,650.

 F- 17

 On August 29, 2023,
the Company granted 500,000 shares of common stock for services. The shares were valued at $0.021, the closing stock price on the date
of grant, for total non-cash compensation expense of $10,600.

 On September 15,
2023, the Company granted 5,000,000 shares of common stock for services. The shares were valued at $0.026, the closing stock price on
the date of grant, for total non-cash compensation expense of $130,000.

 On September
26, 2023, the Company entered into the Dorado Purchase Agreement with Dorado. Pursuant to which the Company issued and sold to Dorado
(i) 10,000,000 shares of Common Stock to the Dorado 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.

 On October 26, 2023,
the Company issued 800,000 shares of common stock to GS Capital, pursuant to the terms of a Securities Purchase Agreement (Note 7).

 On November 4, 2023,
the Company granted 559,441 shares of common stock for services. The shares were valued at $0.0425, the closing stock price on the date
of grant, for total non-cash compensation expense of $23,776.

the Company granted 37,000,000 bonus shares of common stock for service to some of its service providers. The shares were valued at $0.0394,
the closing stock price on the date of grant, for total non-cash compensation expense of $1,457,800.

 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.

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.

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.

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.

 F- 18

 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.

 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,
 December 31, 2023

 116,944,802

 $

 0.037

 4.25

 $

 345,500

 F- 19

 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.

 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, among other things, the action filed by the
SEC 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, as amended (the "Securities Act") and aided and abetted violations of Section 10(b) and Rule 10-b5 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). 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. On February 24, 2024, the Company removed the Tucker Litigation to the United
States District of Nevada (Case No. 2:23-cv-00296).

 On
February 27, 2024, the Company filed counterclaims against Tucker and its principal, Leonard Tucker (the "Company Complaint"),
wherein the Company sought a judgment against Tucker declaring the Tucker Agreement unenforceable and invalid, as well as damages related
to its claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, and breach of duty against
both Tucker and its principal. On March 10, 2023, the parties subsequently stipulated to stay the Tucker Litigation to attend binding
arbitration. On January 31, 2024, the arbitrator entered an interim award in favor of the Company related to a discovery dispute in the
arbitration for the sum of $19,625.00.

 On
January 25, 2024, the arbitrator entered her decision (the "Decision") regarding the parties relative liability in the Tucker
Litigation. Overall, the Decision concluded that the Company substantially prevailed on its claims, counterclaims, and defenses in the
Tucker Litigation. First, the Decision concluded that the Company prevailed on its claim that the Tucker Agreement is invalid and unenforceable;
and further concluded that the Company prevailed against Tucker on each of Tucker's causes of action based on the Tucker Agreement,
including Tucker's claims for breach of contract, breach of the breach of the implied covenant of good faith and fair dealing,
specific performance, and declaratory relief. Second, the Decision concluded no fraud or breach of duty with respect to Tucker and its
principal; and further concluded that Tucker may be entitled to retain the compensation paid by the Company for its services under an
unjust enrichment theory, in an amount to be determined. Based on the forgoing Decision, the arbitrator ordered the parties to
the Tucker Litigation to submit supplementary briefing regarding their respective available remedies.

 On
April 15, 2024, the arbitrator heard the parties arguments on the supplementary briefing regarding remedies and ruled (i) 100% of the
shares issued to Tucker as compensation under the Tucker Agreement be cancelled as a result of the Tucker Agreement being invalid and
unenforceable and (ii) Tucker was entitled to unjust enrichment damages in an amount equal to the monthly fee under the Tucker Agreement
for the period of engagement until the Company retained a licensed broker dealer to replace the services being performed under the Tucker
Agreement. As a result, the Company is required to pay Tucker the amount of $375, calculated as $20,000 fee owed to Tucker, minus the
$19,625 awarded to the Company as a result of the discovery dispute on January 31, 2024.

 F- 20

 Non-Related
Party Consulting Agreements

 The following is
a summary of compensation related to consulting agreements in 2023.

of Share-Based Payment

 Stock

 Consultant

 Current
 Contract Date

 #

 Value

 2023

 Owed
 as of

 12/31/2023

 John
 Shaw

 3/1/2021

 —

 $

 —

 $

 45,000

 $

 —

 Chris
 Galazzi

 5/2/2021

 125,004

 $

 5,790

 $

 67,500

 $

 22,500

 Venkat
 Kumar Tangirala

 1/1/2022

 —

 $

 —

 $

 45,000

 $

 30,000

 Alpen
 Group LLC

 1/1/2022

 60,000

 $

 2,650

 $

 45,000

 $

 45,000

 Strategic
 Innovations

 1/1/2023

 —

 —

 $

 30,000

 $

 —

 Fraxon
 Marketing

 3/15/2023

 —

 —

 $

 90,000

 $

 —

 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.

 NOTE
13 – 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:

of Deferred Tax Assets and Liabilities

 2023

 2022

 Deferred Tax Assets:

 NOL
 Carryover

 $
 ( 7,887,135
)

 $
 ( 3,443,812
)

 Payroll
 accrual

 72,200

 134,700

 Deferred tax liabilities:

 Less
 valuation allowance

 7,814,935

 3,309,112

 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:

of Components of Income Tax Expense

 2023

 2022

 Book loss

 $
 ( 2,551,900
)

 $
 ( 1,277,100
)

 Other nondeductible expenses

 1,147,200

 678,700

 Related party accrual

 —

 —

 Valuation
 allowance

 1,404,700

 598,400

 $
 —

 $
 —

 At December 31, 2023,
the Company had net operating loss carry forwards of approximately $ 10,404,000
 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, 2023, 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- 21

 NOTE
14 - 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, 2023 and 2022, and consist of the following:

 Disposal
Groups, Including Discontinued Operations

 31, 2023

 31, 2022

 Current
 Liabilities of Discontinued Operations:

 $

 49,159

 $

 49,159

 Accrued
 expenses

 6,923

 6,923

 Loans

 11,011

 11,011

 Total
 Current Liabilities of Discontinued Operations:

 $

 67,093

 $

 67,093

 NOTE
15 – SUBSEQUENT EVENTS

 In accordance with
SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date of this Annual Report and has determined
that it has the following material subsequent events to disclose in these consolidated financial statements.

 In accordance with
SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date of this Annual Report and has determined
that it has the following material subsequent events to disclose in these consolidated financial statements.

 January 2024
Financing

 On January 9, 2024,
the Company entered into a Securities Purchase Agreement (the "January Agreement") with an accredited investor (the "Purchaser")
whereby the Company agreed to sell, and the Purchaser agreed to purchase, up to 15,000,000 shares of the Company's common stock,
par value $0.001 per share (the "Common Stock"), for an aggregate purchase price of up to $300,000, or $0.02 per share. Pursuant
to the January Agreement, which became effective on January 17, 2024, the Purchaser paid $100,000 to the Company in exchange for 5,000,000
shares of Common Stock.

 ClearThink
Financing

 On February 12, 2024,
the Company entered into a (i) Securities Purchase Agreement (the "SPA") with ClearThink Capital LLC ("ClearThink")
and (ii) STRATA Purchase Agreement (the "STRATA Agreement" and together with the SPA, collectively, the "ClearThink
Agreements") with the Investor.

 SPA

 Pursuant to the SPA,
the Company agreed to sell, and ClearThink agreed to purchase, two (2) separate 12% convertible notes of the Company (the first such
note, the "First Note Tranche," the second such note, the "Second Note Tranche," and collectively, the "ClearThink
Notes") in the aggregate principal amount of $440,000 (each such ClearThink Note being in the amount of $220,000.00 and containing
an original issue discount of $20,000, resulting in the purchase price of each such ClearThink Note being $200,000.00), which are convertible
Common Stock. In addition, the Company agreed to issue 3,100,000 shares of restricted Common Stock (the "Commitment Shares")
to ClearThink as additional consideration for the First Note Tranche and as an inducement for the Investor to enter into the STRATA Agreement; provided, however,
that 2,500,000 shares of Commitment Shares will be returned to the Company if the Company, at its option, does not consummate the transactions
contemplated by the STRATA Agreement by not filing the Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission
covering the resale of all securities issuable under each of the ClearThink Agreements (the "Resale Registration Statement").

 F- 22

 The First Note Tranche
was issued on February 12, 2024 and the Second Note Tranche shall be issued within three (3) days after the Company's filing of
the Resale Registration Statement.

 While any of the
securities issued or issuable under the SPA are outstanding, upon any issuance by the Company or any of its subsidiaries of any security,
or amendment to a security that was originally issued before the SPA Closing Date, with any term that the Investor reasonably believes
is more favorable to the Investor of such security or with a term in favor of the Investor of such security that the Investor reasonably
believes was not similarly provided to ClearThink in the ClearThink Note, (i) the Company shall notify the Investor of such additional
or more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (i)
such term, at Investor's option, shall become a part of the transaction documents with the Investor (regardless of whether the Company
complied with the notification provision herein). The types of terms contained in another security that may be more favorable to the
Investor of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue discounts,
conversion or exercise prices warrant coverage and pricing, commitment shares and similar terms and conditions.

 The ClearThink Note
contains a principal amount of $220,000.00 (the "Principal") with guaranteed interest (the "Interest") at a rate
of twelve percent (12%) per calendar year from the date of issuance. All Principal and Interest, along with any and all other amounts,
shall be due and owing on November 12, 2024 (the "Maturity Date"), with a lump-sum interest payment equal to $26,400 payable
on the SPA Closing Date, which is added to the principal balance and payable by the Company on the Maturity Date or upon acceleration
or by prepayment or otherwise, notwithstanding the number of days which the Principal is outstanding. Unless the Investor elects to convert
the Note into shares of Common Stock, Principal payments shall be made in four installments, each in the amount of $50,000 commencing
on the one hundred eightieth (180 th) day anniversary following the SPA Closing Date and continuing thereafter each thirty
(30) days for four (4) months thereafter. The ClearThink Note may be prepaid in whole or in part as set forth therein and any amount
of Principal or Interest on the ClearThink Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty
four percent (24%) per annum (which shall be guaranteed and applied to the balance due under the ClearThink Note upon an Event of Default
(as defined in the ClearThink Note)) and (ii) the maximum amount permitted under law from the due date thereof until the same is paid.

 Trillium Financing

 On February 15, 2024,
the Company entered into a Securities Purchase Agreement (the "Trillium Agreement") with Trillium Partners L.P. ("Trillium"),
whereby the Company issued and sold to Trillium (i) a promissory note (the "Trillium Note") in the aggregate principal amount
of $580,000.00 (which includes $87,500.00 of Original Issue Discount) (the "Trillium Principal"), convertible into Common
Stock, upon default, upon the terms and subject to the limitations and conditions set forth in such Trillium Note, and (ii) 4,000,000
restricted shares of Common Stock (the "Commitment Shares").

 Although
the Trillium Agreement
was dated and signed on February 15, 2024, it did not become effective until the conditions set forth in Section 6 and Section 7 of the
 Trillium Agreement were satisfied, which occurred on February 22, 2024 (the " Trillium
 Closing Date").

 The maturity date
of the Trillium Note is January 15, 2025 (the "Trillium Maturity Date") and a one-time interest charge of ten percent (10%)
or $58,000 (the "Trillium Interest Rate") shall be applied to the Trillium Principal on the date of issuance. The Company
has the right to prepay the Trillium Note in full at any time with no prepayment penalty. Accrued, unpaid Trillium Interest and outstanding
Trillium Principal, subject to adjustment, shall be paid in seven payments, each in the amount of $91,142.86 (a total payback to the
Holder of $638,000.00).

 At any time following
an Event of Default (as defined in the Trillium Note), Trillium has the right to convert all or any part of the outstanding and unpaid
amount of the Trillium Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the date of issuance,
or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified
at the conversion price determined as provided herein (a "Conversion"), provided, that such Conversion or Conversions do
not result in Trillium beneficially owning more than 9.99% of the outstanding shares of Common Stock.

 Pursuant to the Trillium
Note, the conversion price (the "Trillium Conversion Price") is equal to the lower of: (i) the Fixed Conversion Price; (ii)
the Variable Conversion Price; and (iii) the Alternative Conversion Price. The Company agreed to initially reserve from its authorized
and unissued Common Stock, 72,000,000 shares of Common Stock (the "Reserve Amount"), which Reserve Amount shall be increased
from time to time in accordance with the terms of the Trillium Note.

 Under the terms of
the Trillium Agreement, the Company agreed to use its best efforts to effect the registration and the sale of the Commitment Shares and
the Conversion Shares (collectively, the "Registerable Securities") by filing with the SEC an amendment to its Registration
Statement on Form S-1 (as initially filed with the SEC on November 3, 2023 as amended on December 15, 2023) with respect to such Registrable
Securities.

 F- 23

 March 2024
Financing

 On February 17, 2023,
the Company entered into a Securities Purchase Agreement (the "Prior Agreement") with Walleye Opportunities Master Fund Ltd.
(the "March Investor") for the sale of up to $4,000,000 in aggregate principal amount of senior convertible promissory notes
and warrants to acquire shares Common Stock. The initial closing under the Prior Agreement occurred on February 21, 2023 when the Company
issued to the March Investor (i) a senior convertible promissory note in the principal amount of $2,500,000 (the "Existing Note")
and (ii) warrants to purchase up to 29,434,850 shares of Common Stock (the "Existing Warrant").

 On March 25, 2024
(the "Issue Date"), the Company and March Investor entered into a Securities Purchase Agreement (the "March Purchase
Agreement"), whereby: (i) the Company issued to the March Investor (a) a convertible note in the aggregate principal amount of
$666,666 (the "March 2024 Note"), and (b) a warrant initially exercisable to acquire up to 22,222,220 shares of Common Stock
at an exercise price of $0.03 per share (the "March 2024 Warrant"); and (ii) the parties agreed to amend and restate the
Existing Note and Existing Warrant as discussed below.

 March 2024 Note

 At any time on or
after the Issue Date, the March Investor shall be entitled to convert any portion of the outstanding Conversion Amount (as defined in
the March 2024 Note) into validly issued, fully paid and non-assessable shares of Common Stock at a conversion price equal to $0.03 per
share, subject to adjustment as set forth in the March 2024 Note.

 Interest accruing
on the March 2024 Note is payable to the March Investor in shares of Common Stock; provided, however, that the Company may pay any such
interest in cash or in a combination of cash and shares of Common Stock. The March 2024 Note bears interest at a rate of 5% per annum,
as may be adjusted from time to time, and matures on October 1, 2024 (the "March Note Maturity Date"); provided, however,
that the March Note Maturity Date may be extended at the option of the Investor as provided in the March 2024 Note.

 The Company shall
have the right to redeem all, but not less than all, of the amount then outstanding under the March 2024 Note at any time. Any redemption
shall be made by the Company in cash at a price equal to the greater of (i) 120% of the Conversion Amount (as defined in the March 2024
Note), and (ii) the product of (1) the Conversion Rate (as defined in the March 2024 Note) with respect to the Conversion Amount being
redeemed multiplied by (2) the greatest closing sale price of the Common Stock on any trading day immediately preceding the date such
redemption payment is made. Upon the occurrence of an Event of Default under the March 2024 Note, the Investor may require the Company
to redeem all or any portion of the March 2024 Note, regardless of whether such Event of Default has been cured.

 March 2024 Warrant

 The March 2024 Warrant
(i) is exercisable for the purchase of up to 22,222,220 shares of Common Stock at an exercise price of $0.03 per share, subject to customary
adjustments, and (ii) expires five years from the date of issuance.

 Registration Rights
Agreement

 On the Issue Date,
the Company and the March Investor entered into a registration rights agreement (the "RRA"), pursuant to which the Company
agreed to file with the SEC, within 45 days after the Issue Date, a registration statement covering the resale of all securities issuable
to the March Investor under the March Purchase Agreement.

 Amended and Restated
Note

 In connection with
the March Purchase Agreement, the Company and March Investor amended and restated the Existing Note as set forth in that certain Amended
and Restated Convertible Note dated March 25, 2024 (the "A&R Note). At any time, the March Investor shall be entitled to convert
any portion of the outstanding Conversion Amount (as defined in the A&R Note) into validly issued, fully paid and non-assessable
shares of Common Stock at a conversion price equal to $0.03 per share, subject to adjustment as set forth in the A&R Note.

 Interest accruing
on the A&R Note is payable to the March Investor in shares of Common Stock; provided, however, that the Company may pay any such
interest in cash or in a combination of cash and shares of Common Stock. The A&R Note bears interest at a rate of 5% per annum and
matures on December 1, 2024 (the "A&R Note Maturity Date"); provided, however, that the A&R Note Maturity Date may
be extended at the option of the as provided in the A&R Note).

 The Company shall
have the right to redeem all, but not less than all, of the amount then outstanding amount under the A&R Note at any time. Any redemption
shall be made by the Company in cash at a price equal to the greater of (i) 120% of the Conversion Amount (as defined in the A&R
Note), and (ii) the product of (1) the Conversion Rate (as defined in the A&R Note) with respect to the Conversion Amount being redeemed
multiplied by (2) the greatest closing sale price of our Common Stock on any trading day immediately preceding the date such redemption
payment is made.

 F- 24

 Amended and Restated
Warrant

 In connection with
the Purchase Agreement, the Company and March Investor agreed to amend and restate the Existing Warrant as set forth in that certain
Amended and Restated Warrant to Purchase Common Stock dated March 25, 2024 (the "A&R Warrant). The A&R Warrant is exercisable
for the purchase of up to 22,222,220 shares of Common Stock at an exercise price of $0.03 per share, subject to customary adjustments,
and (ii) expires five years from the Issue Date.

 All capitalized terms
not defined herein shall have their respective meanings as set forth in the March Purchase Agreement, the March 2024 Note, the March
2024 Warrant, the RRA, the A&R Note, and the A&R Warrant which were filed as Exhibits 10.1,
4.1, 4.2, 4.3, 10.2, 4.3 and 4.4, respectively, to the Current Report on Form 8-K filed with the SEC on March 29, 2024.

 On February 9, 2023,
the Company issued 455,840 shares of common stock for services.

 On March 4, 2023,
the Company issued Silverback 2,181,818 shares of common stock for a cashless exercise of warrants.

 F- 25

 ITEM 9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. CONTROLS
AND PROCEDURES

 a) Evaluation
of Disclosure Controls and Procedures

2023, our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Management identified no material weaknesses in our
internal control over financial reporting. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of the end of the period covered by this report. Disclosure controls and
procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed
or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief
Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

 b) Management's
Annual Report on Internal Control Over Financial Reporting

 Our management is
responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision
of, our chief executive officer and chief financial officer, or persons performing similar functions, and effected by our board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America
(GAAP). Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company; (ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors
of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the Company's assets that could have a material effect on the financial statements.

 Management conducted
an evaluation of the effectiveness of our control over financial reporting based on the 2013 framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded
that our internal control over financial reporting was note effective as of December 31, 2023. During the year ended December 31, 2023,
management identified the following material weaknesses.

 Due
 to our size and limited resources, we currently do not employ the appropriate accounting
 personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions
 are entered timely and accurately, and (c) we properly account for complex or unusual transactions.

 Due
 to our size and scope of operations, we currently do not have an independent audit committee
 in place.

 Due
 to our size and limited resources, we have not properly documented a complete assessment
 of the effectiveness of the design and operation of our internal control over financial reporting.

 Pursuant to Regulation
S-K Item 308(b), as the Company is not an accelerated filer nor a large accelerated filer, this Annual Report does not include an attestation
report of our company's registered public accounting firm regarding internal control over financial reporting.

 Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that
the degree of compliance with the policies or procedures may deteriorate. A control system, no matter how well designed and operated,
can provide only reasonable, but not absolute, assurance that the control system's objectives will be met. The design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their cost.

 c) Changes
in Internal Control over Financial Reporting

 During the year ended
December 31, 2023, there were no changes in our internal controls over financial reporting, which were identified in connection with
our management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that materially affected,
or is reasonably likely to have a materially affect, on our internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 The information required
by Part III is omitted from this Annual Report in that we will file a definitive proxy statement pursuant to Regulation 14A with respect
to our 2024 Annual Meeting (the "Proxy Statement") on the date hereof and certain information included therein is incorporated
herein by reference. Only those sections of the Proxy Statement which specifically address the items set forth herein are incorporated
by reference.

 Item
10. Directors, Executive Officers and Corporate Governance

 The following sets forth information regarding
individuals who are currently serving as directors and/or executive officers as of December 31, 2023.

 Name

 Age

 Position

 Chairman, Chief Executive Officer, President and Director

 Chief Financial Officer

 Daniel Harris

 Chief Revenue Officer

 Dr. Michael Dorsey

 Independent Director

 Gregory Michael Boehmer

 Independent Director

 Bart Fisher

 Independent Director

 - 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.

 - 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.

 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.

 Delinquent Section 16(a) Reports

 Section 16(a) of
the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than 10%
of a registered class of the Company's equity securities, to file reports of ownership on Form 3 and changes in ownership on Form
4 or Form 5 with the SEC. Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies
of all Section 16(a) forms they file.

 Based solely on its
review of copies of such forms received by it, or written representations from certain reporting persons, the Company believes that,
during the fiscal year ended December 31, 2023, all of its officers, directors and 10% stockholders complied with all Section 16(a) timely
filing requirements.

 Corporate Governance

 Family Relationships
amongst Directors and Officers

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

 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.

 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

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  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.

 Item
11. Executive Compensation

 The table and discussion
below present compensation information for our executive officers as of December 31, 2023, which we refer to as our "named executive
officers":

 Bates, our Chairman of the Board of Directors, President, Chief Executive Officer and Secretary.

 Rachel
 Boulds, our Chief Financial Officer.

 Harris, Chief Resource Officer.

 Name
 and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock
 Awards

 ($) (1)

 Option
 Awards

 ($)

 Non-Equity
 Incentive Plan Compensation

 ($)

 Nonqualified

 Deferred

 Earnings

 ($)

 All
 Other Compensation

 ($) (2)

 Total

 2023

 $

 240,000

 $

 $

 788,000

 $

 $

 $

 $

 $

 1,028,000

 CEO

 2022

 $

 240,000

 $

 $

 350,000

 $

 $

 $

 $

 $

 590,000

 2023

 $

 70,000

 $

 $

 157,600

 $

 $

 $

 $

 $

 227,600

 CFO

 2022

 $

 60,000

 $

 $

 70,000

 $

 $

 $

 $

 $

 130,000

 Daniel Harris

 2023

 $

 90,000

 $

 $

 163,309

 $

 $

 $

 $

 $

 253,309

 CRO

 2022

 $

 86,250

 $

 $

 96,042

 $

 $

 $

 $

 $

 182,292

 (1)
 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 Annual Report.

 (2)
 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.

 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, 2023 and December 31, 2022;
(ii) did not have any outstanding equity awards as of December 31, 2023; and (iii) had no options exercised by its Named Executive Officers
in the fiscal years ending December 31, 2023 and December 31, 2022.

of Directors

 The
following table sets forth summary information concerning the compensation we paid to non-executive directors during the years ended
December 31, 2023 and December 31, 2022.

 Name
 and Principal Position

 Year

 Fees
 Earned or Paid in Cash

 ($)

 Stock
 Awards

 ($)

 Non-Equity
 Incentive Plan Compensation

 ($)

 Nonqualified

 Deferred

 Earnings

 ($)

 All
 Other Compensation

 ($)

 Total

 Dr. Michael Dorsey

 2023

 $

 18,000

 $157,600

 $

 $0

 $

 $175,600

 2022

 $

 18,000

 $70,000

 $

 $0

 $

 $88,000

 Gregory Boehmer

 2023

 $

 18,000

 $157,600

 $

 $0

 $

 $175,600

 2022

 $

 4,500

 $78,500

 $

 $0

 $

 $083,000

 Bart Fisher

 2022

 $

 18,000

 $218,600

 $

 $0

 $

 $236,600

 2022

 $

 $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, 2023.

 Stock Option Grants

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

 Employment Agreements

 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 (the "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.

 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.

 Item
12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters.

 The following table
sets forth certain information, as of April 15, 2024 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.

 Beneficially Owned (1)

 Percentage
 Ownership

 5%
 Beneficial Owners

 Holder
 of Series B Preferred Stock (2)

 Executive
 Officers and Directors

 Bates (3)

 53,125,000

 7.6

 %

 Rachel
 Boulds

 6,625,000

 1.0

 %

 Dr.
 Michael Dorsey

 6,625,000

 1.0

 %

 Gregory
 Boehmer

 7,150,000

 1.0

 %

 Harris

 7,368,757

 1.1

 %

 Bart
 Fisher

 4,525,000

 *

 %

 All
 current directors and officers as a group (6 persons)

 85,418,757

 11.7

 %

 *Less than 1%

 (1)

 Based on 695,701,083 shares
 of Common Stock outstanding as of April 15, 2024. 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)

 Previously included 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 was instructed to not issue the shares of Common Stock until the Tucker Litigation has been resolved. On April 15, 2024, the
 arbitrator ruled that such shares issuable to Tucker be cancelled as a result of the Tucker Agreement being deemed invalid and unenforceable. Accordingly,
 although the shares of Common Stock thereunder have not been formally issued as of April 15, 2024, 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 April 15, 2024.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Except as discussed
below and the executive compensation arrangements described in the section titled "Executive Compensation," since January
1, 2022, in which the amount involved in the transaction exceeded or will exceed the lesser of $120,000 or one percent of the average
of our total assets at the year-end for the fiscal years ended December 31, 2023 and 2022, and in which any director, executive officer,
holder of more than 5% of our common stock, or any member of the immediate family of any of the foregoing, had or will have a direct
or indirect material interest (any such transaction, a "related party transaction").

 The Company issued
to Mr. Bates three separate promissory notes, on: (1) August 1, 2022, for $1,000; (2) September 15, 2022, for $35,040; and (3) 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. As of December 31, 2023, Mr. Bates loaned the Company an additional $5,000
and was repaid $31,040 and $1,870 of principal and interest, respectively. As of December 31, 2023, the balance due of principal and
interest is $0 and $0.

 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, once adopted, 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.

 Item
14. Principal Accounting Fees and Services

 Fruci & Associates
II, PLLC, was the Company's independent registered public accounting firm for the fiscal years ended December 31, 2023 and 2022.
As discussed in greater detail below, the following table shows the fees paid or accrued by us to Fruci & Associates II, PLLC during
the fiscal years ended December 31, 2023 and 2022:

 Type
 of Service

 2023

 2022

 Audit Fees

 $
 90,000

 $
 30,280

 Audit-Related Fees

 Tax Fees

 Other
 Fees

 Total

 $
 90,000

 $
 30,280

 "Audit Fees"
relate to fees and expenses billed by Fruci & Associates II, PLLC for the annual audits, including the audit of our financial statements,
review of our quarterly financial statements and for comfort letters and consents related to stock issuances.

 "Audit-Related
Fees" relate to fees for assurance and related services that traditionally are performed by independent auditors that are reasonably
related to the performance of the audit or review of the financial statements, such as due diligence related to acquisitions and dispositions,
attestation services that are not required by statute or regulation, internal control reviews and consultation concerning financial accounting
and reporting standards.

 "Tax Fees"
relate to fees for all professional services performed by professional staff in our independent auditor's tax division, except
those services related to the audit of our financial statements. These include fees for tax compliance, tax planning and tax advice,
including federal, state and local issues. Services may also include assistance with tax audits and appeals before the Internal Revenue
Service and similar state and local agencies, as well as federal, state and local tax issues related to due diligence.

 "All Other Fees" relate to
fees for any services not included in the above-described categories.

 ITEM 15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES

 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

 3.2

 Amended
 and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the SEC
 on March 8, 2024)

 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

 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

 4.12

 Promissory
 Note issued to the October Purchaser on October 26, 2023 (incorporated by reference to Exhibit 4.1 of the Company's Current
 Report on Form 8-K filed with the SEC on December 12, 2023)

 10.1

 Exchange
 Agreement between Clean-Seas, Inc. and Byzen Digital Inc. (incorporated by reference to Exhibit 10.1 of the Company's Registration

 10.2

 Employment
 Agreement between Daniel Bates and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.2 of the Company's Registration

 10.3

 Employment
 Agreement between Christopher Percy and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.3 of the Company's Registration

 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

 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)

 21.1*

 List
 of Subsidiaries

 23.1

 Consent
 of Fruci & Associates II, PLLC

 31.1

 Certification
 of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley
 Act of 2002

 31.2

 Certification
 of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
 Act of 2002

 32.1*

 Certification
 of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002

 32.2*

 Certification
 of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Management
 contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

 *

 Furnished
 herewith.

 ITEM 16. FORM
10-K SUMMARY

 Not applicable.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 CLEAN
 VISION CORPORATION

 Date:

 By:

 /s/

 Name:

 Bates

 Title:

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 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

 (Principal Executive Officer)

 /s/ Rachel
 Boulds

 Chief Financial Officer

 (Principal Financial Officer)

 /s/ Michael
 Dorsey

 Dr. Michael Dorsey

 /s/ Gregory
 Michael Boehmer

 Gregory Michael Boehmer

 /s/ Bart
 Fisher

 Bart Fisher