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YoY shift: Neutral
Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is 0.08pp more bullish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Risk Factors
-
Not scored
Net-tone change vs last year's 10-K.
MD&A
+0.08pp
Flat
Net-tone change vs last year's 10-K.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
No section text extracted for this filing. The 10-K may use a non-standard template that the parser doesn't recognize - the original doc is still linked in the Stats tab.
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase
Negative rising
loss+1
penalty+1
defaults+1
Positive rising
gain+3
MD&A (Item 7)
2,327 words
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 to predict. Therefore, actual results may differ materially and 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 “ 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 Years Ended December 31, 2024 and December 31, 2023
Revenue
For the year ended December 31, 2024, the Company recognized revenue of $231,040 and cost of revenue of $11,431, from our subsidiary, Clean-Seas Morocco. For the year ended December 31, 2023, the Company recognized revenue of $257,414 and cost of revenue of $94,625. 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
For the years ended December 31, 2024 and 2023, we had consulting expenses of $2,198,762 and $2,090,550, respectively, an increase of $108,212 or 5.2%. In the current period approximately $1,194,992 of our consulting expense was non-cash stock compensation. In the prior period that amount was approximately $1,247,000.
Advertising and Promotion
For the years ended December 31, 2024 and 2023, we incurred advertising and promotional expense of $151,142 and $982,030, respectively, a decrease of $830,888 or 84.6% as a direct result of the Company using less marketing service providers in the current period. We also issued stock to a service provider for the year ended December 31, 2023, valued at approximately $681,500.
Development Expense
For the years ended December 31, 2024 and 2023, we incurred development expense of $334,639 and $244,688, respectively, an increase of $89,951 or 36.8%. Development expenses have, and will continue to increase, with the development of our PCN facility in West Virginia.
Professional Fees
For the years ended December 31, 2024 and 2023, we incurred professional fees of $1,423,665 and $1,302,432, respectively, an increase of $121,233 or 9.3%. In the current period we had an increase of our accounting and auditing expenses of approximately $143,000. This was offset by a decrease in legal fees of $12,640.
Payroll Expense
For the years ended December 31, 2024 and 2023, we had payroll expenses of $1,269,361 and $1,613,884, respectively, a decrease of $344,523 or 21.3%. We had a decrease in payroll expense mainly due to a decrease in the value of shares issued to employees for non-cash stock compensation.
Officer Stock Compensation Expense
For the years ended December 31, 2024 and 2023, we incurred stock compensation expenses of $714,000 and $945,600, respectively, for shares issued to our officers for compensation, a decrease of $231,600 or 24.5%. We had a decrease in expense mainly due to a decrease in the value of shares issued.
Director Fees
For the years ended December 31, 2024 and 2023, we had director fees of $258,000 and $587,800, respectively, a decrease of $329,800. Our directors are compensated $4,500 per quarter. We also issued shares of common stock for services valued at $204,000 and $533,800, for the years ended December 31, 2024 and 2023, respectively.
General and Administrative expense
For the years ended December 31, 2024 and 2023, we had G&A expense of $1,179,058 and $1,066,128, respectively, an increase of $112,930 or 10.6%. The increase in the current period is mainly due to depreciation expense.
Other Income and Expense
For the year ended December 31, 2024, we had total other expense of $6,873,148 compared to $5,727,177 for the year ended December 31, 2023. An increase of $1,145,971. In the current period we recognized $5,551,988 of interest expense, of which $4,709,230 was amortization of debt discount, a loss on debt issuance of $272,275, a gain in the change in fair value of derivative of $144,687, a gain on the conversion of debt of $35,698, a gain on extinguishment of debt $216,430. We also had penalty expense for defaults on convertible notes of $1,445,700.
In the prior period we recognized $4,798,189 of interest expense, of which $4,483,160 was amortization of debt discount, a loss on debt issuance of $2,676,526, a gain in the change in fair value of derivative of $1,829,512, a loss on the conversion of debt of $93,890, a gain on extinguishment of debt $17,500 and other income of $5,584.
Net Loss
Net loss for the year ended December 31, 2024 was $14,003,195, after deducting $178,971 for the non-controlling interest, and $14,269,566, after deducting $127,934 for the non-controlling interest, for the year ended December 31, 2023.
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 $48,835,095 as of December 31, 2024.
The below sets forth the significant sources and uses of cash for the years ended December 31, 2024 and 2023.
Cash Flow from Operating Activities
For the years ended December 31, 2024 and 2023, we used $4,867,764 and $4,699,587 of cash used in operating activities, respectively. During the year ended December 31, 2024, we incurred a net loss of $14,182,166 adjusted by $8,146,664 for non-cash expenses and $1,167,738 in adjustments for changes in assets and liabilities. During the year ended December 31, 2023, we incurred a net loss of $14,397,500, adjusted by $9,672,414 for non-cash expenses and $25,499 in adjustments for changes in assets and liabilities.
Cash Flow from Investing Activities
During the year ended December 31, 2024, we used $132,898 to purchase property and equipment and netted $21 from trading securities held by our Morocco subsidiary.
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.
Cash Flow from Financing Activities
During the year ended December 31, 2024, we had net cash received of $5,943,039. We received $1,508,500 proceeds from convertible notes, $200,000 proceeds from the sale of Common Stock, $3,944 from other notes payable and $4,708,452 from our commercial loan. Cash received was offset by repayment of $334,285 of convertible notes payable and a cash overdraft of $56,428. In the prior year we received $5,139,500 from a convertible notes payable, $42,500 from a note payable, $5,000 from our CEO, and $533,000 from the sale of our common stock. We also received $1,750,000 for a long-term liability. We repaid $32,910 of the loans owed to related parties, $300,000 of a convertible note and $388,620 on other notes payable.
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.
