Business Development & Corporate Structure

Company

The Registrant was incorporatedEcoSynergie S.A.R.L., a limited liability company organized under the laws of CanadaMorocco (“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 Second Bavarian Mining Consulting Services, Inc. (“Second Bavarian”) on February 24, 2003.  On August 10, 2004, Second Bavarian amendedmanagers of Clean-Seas Morocco and restated its Articles of Incorporation(iii) Mr. Harris was appointed to change its name to Tubac Holdings, Inc. (“Tubac”) and to change its domicile to the State of Wyoming.  On September 15, 2006, Tubac formed a wholly-owned subsidiary in Nevada called China Vitup Health Care Holdings, Inc.  On October 2, 2006, through the completion of a merger with its wholly-owned subsidiary, China Vitup Nevada, Tubac changed its domicile to the State of Nevada and changed its name to China Vitup Health Care Holdings, Inc.  As a result of the merger, each share of Tubac was exchanged for one share of China Vitup Nevada; Tubac ceased to exist as a separate entity and China Vitup Nevada continuedserve as the surviving company.  

Wholly-Owned Subsidiaries

China Vitup Healthcare Holdings, Inc.

On November 15, 2006 the Registrant completed the closing under an Agreement for Share Exchange with China Vitup Healthcare Holdings, Inc.,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 (“China Vitup BVI”) a British Virgin Islands corporation, and the shareholders (the “Shareholders”TPD”) of China Vitup BVI.  Under the terms of the Agreement for Share Exchange, the Registrant issued a total of 13,460,202 shares of its common stockplastic feedstock through pyrolysis.

Our Business Segments

Clean-Seas, Inc.

Clean-Seas was incorporated in exchange for 50,000 shares of China Vitup BVI, representing 100% of the issued and outstanding common stock of China Vitup BVI (the “Share Exchange”). Upon completion of the Share Exchange, China Vitup BVIDelaware 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 Registrant.   China Vitup BVIclean 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 holding company“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 established on June 29, 2006 to facilitate the operation of our affiliate medical clinic locatedincorporated in Dalian, China.

Dalian Vitup Management Holdings Co., Ltd.

As a holding company, China Vitup BVI owns 100% of the capital stock of Dalian Vitup Management Holdings Co., Ltd., (“Dalian Vitup Management”) a wholly owned foreign enterprise formed under the laws of the PRC on August 30, 2006.  Dalian Vitup Management is a holding company which was established for the purposes of facilitating the Registrant’s business operations in the PRC.  

Due to PRC laws governing foreign ownership and investment in medical clinics in the PRC, Dalian Vitup Management does not directly own the entities in China through which the Registrant’s business operations are conducted.  Instead, Dalian Vitup Management controls those entities and their business operations through a series of exclusive contractual agreements which are more fully described below.  The contractual agreements are with the following variable interest entities and individuals: i) Dalian Vitup Healthcare Management Co., Ltd., (“Dalian Vitup Healthcare”) a limited liability company formed under the laws of the PRCNevada on March 4, 2004; ii) Dalian Zhongshan Vitup Clinic (“Dalian Vitup Clinic”), a business which was registered as a sole-proprietorship under the laws of the PRC on January 10, 2006; and iii) Shubin Wang and Feng Gu, the sole shareholders of Dalian Vitup Healthcare.

Variable Interest Entities

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Dalian Vitup Healthcare

Dalian Vitup Healthcare is a limited liability company that was formed under the laws of the PRC on March 4, 2004 with a registered capital of Renminbi Yuan (“RMB”) 8,000,000 (approximately US $970,756) provided by ShuBin Wang, one of our directors and our majority shareholder.  On March 6, 2004 Dalian Vitup Healthcare began providing medical services to Chinese citizens on an annual basis.  On September 1, 2006, Dalian Vitup Healthcare entered into the contractual agreements, all of which are discussed below, which established it as an operating affiliate of Dalian Vitup Management.

Dalian Vitup Clinic

The Dalian Vitup Clinic is a sole proprietorship that was registered under the laws of the PRC on January 10, 2006 with a registered capital of RMB 100,000 (approximately US $12,134), by ShuBin Wang, one of our directors and our majority shareholder; Shubin Wang is the sole proprietor and owner of the Dalian Vitup Clinic. In anticipation of becoming an affiliated entity with a publicly reporting company with the Securities and Exchange Commission, on or around April 1, 2006, Shubin Wang entered into a Shift Contract (the “Shift Contract”), discussed below, with Dalian Vitup Healthcare; the Shift Contract is one of the control agreements established to create our corporate structure.  On September 1, 2006, the Dalian Vitup Clinic entered into the contractual agreements, all of which, in conjunction with the Shift Contract are discussed below, which established the Dalian Vitup Clinic as an operating affiliat e of Dalian Vitup Management.

Contractual Agreements

As noted above, the Registrant2022. EcoCell does not directly carry oncurrently have any business operations, duebut we intend to PRC laws and does not have a direct ownership interest in Dalian Vitup Healthcare or the Dalian Vitup Clinic through which business operations are conducted.  However, through a series of contractual arrangements entered into by its wholly-owned subsidiary, the Registrant is able to: i) exert effective control over its PRC operating affiliates; ii) receive all the economic benefits derived from the business operations of its PRC operating affiliates, which in turn flow to the Registrant; and iii) have an exclusive option to purchase all or part of the equity interests in Dalian Vitup Healthcare.

The specific contractual agreements that allow the Registrant to exert effective control over its operating affiliates and receive all the economic benefits of the business activities of Dalian Vitup Healthcare and the Dalian Vitup Clinic are as follows: 1) a Loan Agreement; 2) a Share Pledge Contract; 3) an Exclusive Option Contract; 4) a Proxy Agreement; 5) an Amended Consulting Agreement; and 6) a Shift Contract (collectively referred to as the “Control Agreements”).  The following is a summary of the Control Agreements:

Loan Agreement

On September 1, 2006 ShuBinWang and Feng Gu entered into the Loan Agreement (“Loan Agreement”) with Dalian Vitup Managementuse EcoCell for the purpose of implementinglicensing fuel cell patented technology developed and manufactured by Kingsberry and Dr. K. Joel Berry pursuant to the Registrant’s VIE structure.  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 Loan Agreement: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:

Dalian Vitup Management loaned ShuBin Wang

Morocco

On April 25, 2023, we completed our acquisition of a 51% interest in EcoSynergie, a company focused on sustainable products and Feng Gu RMB 8,000,000

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(approximately US $970,756).

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The loan issolutions 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 non-interest bearing loan that is payable at will by ShuBin Wangrelated party and Feng Gu; the term payable at will means the loan doesCompany 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 maturity date;period of ten (10) months from the Morocco Closing Date (the “Clean-Seas Morocco Investment”). The loanClean-Seas Morocco Investment is currently outstanding.

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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 termparties intend to complete the funding schedule applicable to the Clean-Seas Morocco Investment in the first quarter 2024. To date, none of the Loan AgreementClean-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 disbursement dateprovision of the loan to the datepyrolysis services and its sale of full repaymentbyproducts.

India

Clean-Seas India Private Limited (“Clean-Seas India”), a wholly-owned subsidiary of the loan.  Because the loan is payable at will by ShuBin Wang and Feng Gu, the Loan Agreement does not haveClean Seas, has entered into a specific termination date.  

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Notwithstanding the foregoing, Dalian Vitup Management may demand full payment on the loan if any of the following events occur: i) ShuBin Wang or Feng Gu are fired or dismissed from Dalian Vitup Management or any of Dalian Vitup Management’s affiliates; ii) either ShuBin Wang or Feng Gu die or become incapacitated; iii) either ShuBin Wang or Feng Gu engage in or are involved in criminal conduct; iv) any third party files a claim against ShuBin Wang or Feng Gu in excess of RMB 100,000 (approximately US $13,215); or v) Dalian Vitup Management chooses to exercise its right to purchase the shares of Dalian Vitup Healthcare pursuant to its rights under the Exclusive Option Contract, which is more fully described below.  Aside from the foregoing, there are no events that would provide Dalian Vitup Managementdevelopment agreement with the authority to demand immediate full repaymentCouncil of the loan.

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The loan is secured by ShuBin WangScientific and Feng Gu’s sharesIndustrial Research (“CSIR”), acting through CSIR-Indian Institute of stockChemical Technology (IICT) in Dalian Vitup Healthcare through the Share Pledge Contract discussed below.

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ShuBin Wang and Feng Gu may not, without the prior written consent of Dalian Vitup Management, sell, transfer, mortgage, pledge, dispose of by any other means or place any other secured rights on its shares and interests in Dalian Vitup Health Care.

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Upon the full repayment of the balance of the loan, ShuBin Wang and Feng Gu are required to transfer 100% of their shares of stock in Dalian Vitup Healthcare, amounting to 100% of the capital stock of Dalian Vitup Healthcare, to Dalian Vitup Management, or a party designated by Dalian Vitup Management, in accordance with the laws of the PRC.

Share Pledge Contract

The Share Pledge Contract, dated September 1, 2006, is by and among Dalian Vitup Management, ShuBin Wang, Feng Gu, and Dalian Vitup Healthcare. Pursuant to the terms of the Share Pledge Contract:

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ShuBin Wang and Feng Gu have pledged all of their equity interest in Dalian Vitup Healthcare, which amounts to 100% of Dalian Vitup Healthcare, to Dalian Vitup Management to secure their obligations under the relevant contractual control agreements, including but not limited to, their repayment obligations under the Loan Agreement.

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ShuBin Wang and Feng Gu have each agreed not to transfer, sell, pledge or otherwise dispose of or create any encumbrance on their equity interest in Dalian Vitup Healthcare without the consent of Dalian Vitup Management.

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The Share Pledge Contract terminates upon ShuBin Wang and Feng Gu’s fulfillment of their respective obligations under the Loan Agreement. However, as noted above, pursuant to the terms of the Loan Agreement, upon the full repayment of the balance of the loan, ShuBin Wang and Feng Gu are required to transfer 100% of their shares of stock in Dalian Vitup Healthcare, amounting to 100% of the capital stock of Dalian Vitup Healthcare, to Dalian Vitup Management, or a party designated by Dalian Vitup Management, in accordance with the laws of the PRC.

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Exclusive Option Contract  

The Exclusive Option Contract, dated September 1, 2006, is by and among Dalian Vitup Management, ShuBin Wang, Feng Gu, and Dalian Vitup Healthcare. Pursuant to the terms of the Exclusive Option Contract:

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Dalian Vitup Management may, in its sole and absolute discretion, elect to purchase 100% of the stock owned by ShuBin Wang and Feng Gu in Dalian Vitup Healthcare, which amounts to 100% of the capital stock of Dalian Vitup Healthcare.

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The Exclusive Option ContractHyderabad. This agreement provides that the priceIICT development team will evaluate the performance of the Clean-Seas pyrolysis technology, which has already been installed at which Dalian Vitup Management can purchase allthe Hyderabad location, to improve, productize and scale the technologies for the benefit of ShuBin Wang’s and Feng Gu’s interest in Dalian Vitup Healthcare shall be equalsales directly to the actual capital contributions that ShuBin Wangthird 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 Feng Gu paidgenerate 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 option shares.  The aggregate capital contributions that ShuBin Wang and Feng GuIICT campus in Hyderabad for ongoing technology development.

France

We have paid for the option shares is US $1,000,000; therefore, the price at which Dalian Vitup Management can purchase all of Mr. Wang’s and Ms. Gu’s interest is US$1,000,000.  There are no current PRC lawsplans to establish an entity in effect that would require any type of appraisalFrance to determine the stock price of the option shares; however,be called “Clean-Seas Brittany” with our partner, Jalaber Diffusion, to establish a 100TPD facility in the event that PRC law wereregion of Brittany, France. Development of this facility is currently delayed; however, our current plans for this facility are to require an appraisalservice plastic feedstock from the northern part of France and to determineeventually extend its reach throughout the stock price of the option shares, the parties agree that the purchase price shall be the lowest price allowed under the applicable laws.European Union.

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Neither ShuBin Wang, Feng Gu, nor Dalian Vitup Healthcare may enter into any transaction that could materially affect Dalian Vitup Healthcare’s assets, liabilities, equity or operations without the prior written consent of Dalian Vitup Management.Turkey

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Neither ShuBin Wang, Feng Gu, nor Dalian Vitup Healthcare will distribute any dividends without the prior written consent of Dalian Vitup Management.

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Dalian Vitup Management, and/or its designee, has an exclusive option to purchase all of ShuBin Wang and Feng Gu’s interest in Dalian Vitup Healthcare; such interest comprises 100% of the Dalian Vitup Healthcare.

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The Exclusive Option Contract terminates upon the fulfillment of ShuBin Wang and Feng Gu’s obligations under the Loan Agreement. However, as noted above, pursuant to the terms of the Loan Agreement, upon the full repayment of the balance of the loan, ShuBin Wang and Feng Gu are required to transfer 100% of their shares of stock in Dalian Vitup Healthcare, amounting to 100% of the capital stock of Dalian Vitup Healthcare, to Dalian Vitup Management, orOn June 14, 2022, Clean-Seas signed a party designated by Dalian Vitup Management, in accordancebinding term sheet with the lawsTurkish 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 PRC.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.

Proxy Agreement  Sri Lanka

The Proxy Agreement, dated September 1, 2006, is by and among ShuBin Wang, Feng Gu and Dalian Vitup Management.  Pursuant to the terms of the Proxy Agreement:

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ShuBin Wang and Feng Gu granted Dalian Vitup Management full power and authority regarding any matters that require shareholder action as a result of ShuBin Wang and Feng Gu’s ownership interest in Dalian Vitup Healthcare; ShuBin Wang, the President and Chairman of the Board of Directors of Dalian Vitup Management, has the authority to act on behalf of, and make decisions for, Dalian Vitup Management.

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The Proxy Agreement terminates upon the repayment of the loan by ShuBin Wang and

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Feng Gu pursuant to the terms of the Loan Agreement discussed above.

Amended Consulting Agreement

On September 1, 2006, Dalian Vitup ManagementMarch 16, 2022, we entered into a Consulting Agreementletter of intent (the “Arinma LOI”) with Dalian Vitup Healthcare.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 Consulting AgreementArinma 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 subsequently amendedcreated to further clarify Dalian Vitup Management’s rightsolve the problem created when China closed its borders to receive substantially allthe importation of the economic interest of Dalian Vitup Healthcare.  The Amended Consulting Agreement, dated July 7, 2008, is by and among Dalian Vitup Management, and Dalian Vitup Healthcare.  Pursuant to the terms of the Amended Consulting Agreement:

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Dalian Vitup Management will provide exclusive consulting services for Dalian Vitup Healthcare regarding: 1) services relating to health management; 2) services relating to the associate products in health management; 3) staff training; and 4) all other services required by Dalian Vitup Healthcare.  

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Dalian Vitup Healthcare pays Dalian Vitup Management a quarterly consulting fee of RMB 250,000 (approximately US $34,456).

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Dalian Vitup Healthcare pays Dalian Vitup Management 90% of the net profit generated by Dalian Vitup Healthcare.

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Dalian Vitup Healthcare pays Dalian Vitup Management technical services fees computed on an hourly basis for services rendered by Dalian Vitup Management, the pricing of which are determined by mutual agreement of the parties.

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Subject to certain early termination provisions, the Amended Consulting Agreement is for an indefinite term and shall remain in full force and effect for the entire time period that Dalian Vitup Management remains in business.  Notwithstanding the foregoing: i) Dalian Vitup Healthcare may terminate the Amended Consulting Agreement if Dalian Vitup Management commits a gross fault, fraudulent or other illegal act, or becomes bankrupt; and ii) Dalian Vitup Management may terminate the Amended Consulting Agreement upon 30 days prior notice to Dalian Vitup Healthcare at any time.  

Dalian Vitup Clinic’s Property Rights and Interests Shift Contract (the “Shift Contract”)

The Shift Contract dated April 1, 2006, is by and among ShuBin Wang and Dalian Vitup Healthcare.  Pursuant to the terms of the Shift Contract:

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The parties agree and acknowledge that Dalian Vitup Healthcare is the beneficiary of all of titles of the property, rights and interests of Dalian Zhongshan Vitup Clinic.

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The parties agree and acknowledge that the Dalian Vitup Clinic shall be managed and controlled by Dalian Vitup Healthcare.

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The parties agree and acknowledge that Dalian Vitup Clinic is not an independent entity and that its revenue and income shall be consolidated with the financial statements of Dalian Vitup Healthcare.  

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The Shift Contract is for an indefinite term and may only be revised or terminated upon the mutual consent of both parties to the Contract.

The Shift contract ensures that Dalian Vitup Healthcare is the beneficiary of all of the property, rights, and interests of the Dalian Vitup Clinic, of which Shubin Wang is the sole owner.  The other control agreements, discussed above, provide Dalian Vitup Management with control over Dalian Vitup Healthcare.

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The foregoing description of the Control Agreements is qualified in its entirety by reference to the Loan Agreement, Share Pledge Contract, Exclusive Option Contract, and Proxy Agreement which were filed as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, to the Company’s Form 10 filed with the Securities and Exchange Commission on May 1, 2008, and are herein incorporated by reference, and the Amended Consulting Agreement, and Shift Contract, which were filed as Exhibits  10.14 and 10.6, respectively, to the Company’s Amendment No. 1 on Form 10/A with the Securities and Exchange Commission on July 23, 2008 and are herein incorporated by reference.  

The Registrant believes that: (i) its corporate structure is in compliance with existing PRC Laws and regulations regarding foreign investment in the PRC medical industry; (ii) the contractual arrangements among Dalian Vitup Management, Dalian Vitup Healthcare, Dalian Vitup Clinic, ShuBin Wang and Feng Gu are valid, binding and enforceable and will not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations described herein are in compliance with existing PRC laws and regulations in all material respects.  However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations.  Accordingly, theredeveloped world’s recyclable waste streams. There can be no assurance that the PRC regulatory authoritiespatent will notissue 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 future takeprocess of developing a view thatpipeline of similar projects, in the United States and abroad. We believe there is contrary toa virtually endless supply of feedstock for such projects and the current opinion about the legality of our corporate structure.  Furthermore, if the P RC government finds the agreements that establish the structuredemand for operating our medical services business do not comply with PRC government restrictions on foreign investment in medical institutes, we could be subject to penalties.clean fuels and clean energy (particularly from such projects) is growing consistently.

Business of Issuer

As noted above, the Registrant is not an operating business.  AllAnother component of the business operationsclean energy and waste-to-value industry in the United States is environmental credits. Recycling of waste plastic mitigates the Registrant are conducted through its wholly-owned subsidiaries and its operating affiliates.  As used in this Form 10-K, unless otherwise specifically noted, from this point forward all references to the “Company,” “we,” “our” and “us” refer to the Registrant, and its wholly owned subsidiaries, China Vitup BVI and Dalian Vitup Management.   All references to “operating affiliate” unless otherwise specifically noted, collectively refers to Dalian Vitup Healthcareneed for fossil fuels for energy generation and the Dalian Vitup Clinic.  

Currently, the majorityproduction of medical care services throughout the PRC are provided by government sponsored medical institutionsclean-burning diesel. We plan to aggregate these off-sets and organizations which are often times overcrowded, under staffed, and under supplied.  Consequently, there are a limited numbersell them to users of private institutions providing medical care to PRC citizens, particularly citizens within the middle class.  The Company’s goal is to modernize the current healthcare industry in China by providing Chinese citizens with individualized healthcare services tailored specifically to their needs at private medical facilities throughout China.  Due to the overcrowding and high patient to doctor ratio that exists within the state sponsored medical facilities throughout China, we believe that the rapidly increasing middle class of China is interested in seeking viable alternatives to state sponsored medical facilities.  Through our operating affiliate s, the Company aims to provide these individuals with an alternative to state sponsored medical facilitiesfossil 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:

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 modernskilled employees and upscale medical facilities where their clients can go to have their health monitored on a regular basis.

Currently, our operating affiliate offers integrated health management services designed specificallyconsultants required for the PRC population through its preventative care medical facility locatedinitiation 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:

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 cityworld’s landfills and or as litter, meaning that much of Dalian, China.  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 Company’s health services offeredBasel 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 operating affiliate’s medical facility include physical examinations, health management plans, and guidance for medical treatment. Our operating affiliate assists its patients in maintainingtreaty to regulate plastic waste exports. As a healthy status by comprehensively monitoring, analyzing and

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evaluatingresult, effective January 1, 2021, international shipment of plastic waste became subject to prior written consent between countries party to the patients and by predicting various risk factors that affect the health and well being of its patients.  In many instances, the Dalian Vitup Clinic,convention. The U.S., as a primary checkup facility,non-party to this convention, is now subject to new liability because most countries will refernot accept its patientswaste plastic. In order to specialized hospitalsship 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 healthcost 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 throughoutwill 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 equippedgiven a color that differentiates the type and where it was derived from.

There are nine types of hydrogen:

Clean-Seas is seeking to treatestablish a tenth type of hydrogen derived from a plastic waste stream, which we believe falls between Green and Blue hydrogen. We have categorized the patient’s specific health problemshydrogen 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 needs thatstate laws and regulations in the have been identified through a comprehensive checkup and monitoring procedures.  

Our operating affiliate’s primary technique for evaluating and monitoring the health of its patients is through the implementation of its four-dimensional checkup model (the “Model”).  The Model consists of a blend of standard western medical checkup procedures, psychological evaluations, traditional Chinese medical consultations, and nutritional evaluations. The western aspect of the Model utilizes standard western medical procedures to evaluate and monitor the health of patients, including, but not limited to, the following checkup procedures: tumor screening, blood testing, ultra sound examinations, ophthalmic inspection, and oral cavity checkups.  In addition to the western aspect of the Model, our operating affiliate performs comprehensive psychological tests on its patients to assist them in determining life orientation and career choices.  The traditional Chinese medical aspect of the Model focuses on the utilization of standard Chinese medical methods to evaluate a patient’s health. Standard Chinese medical methods focus on a medical approach of monitoring and palpating the patient’s body to diagnose potential health problems that a patient may have,United States as well as prescribing herbal medicationseach 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 address any health problems thatsolid waste composting and air quality. The Clean Air Act establishes a patient is experiencing. The final componentnumber of permitting programs designed to carry out the goals of the Model is the nutritional evaluation.  Our operating affiliate uses various advanced technologies to analyze a patients’ body compositionAct. Some of these programs are directly implemented by EPA through its Regional Offices but most are carried out by states, local agencies and ultimately establish nutritional programs geared towards the preventionapproved tribes.

Regulatory Changes and Compliance

Many aspects of potential health problems.

Currently, our operating affiliate operates a 24,200 square foot medical clinicoperations and pharmacy in Dalian, China,facilities are affected by political developments and a mobile medical clinic which is based out of the medical facility located in Dalian.  In conjunction with its medical facilities, our operating affiliate operates a 24 hour emergency medical hotline.  Through this service clients may call in for 24 hour assistance regarding any of their medical issues.   

Additionally, as noted above, our operating affiliate operates a referral program through which it refers our existing patientsare subject to both domestic and foreign governmental regulations, including those relating to:

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, hospitalsfederal, 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 event they areassessment of administrative, civil and criminal penalties, the imposition of injunctive relief or both. Moreover, changes in needany of medical services which are not provided by the operating affiliate.  

The Company has cooperative arrangements with several hospitals located throughout Beijing for the referral of patients who are in need of medical services which are not provided by the Company at its medical clinic.these laws and regulations could have a material adverse effect on our business. In order to establish a cooperative relationship with a hospital, the Company executes a standard Cooperation Agreement which provides that: i) the hospital will provide high quality medical services to the Company’s clients; ii) the Company will provide all relevant medical information regarding the Company’s client to the hospital, which the hospital will keep confidential; and; iii) the Company will, based upon the fee-charging standard approved by the State, take responsibility for the payment of medical service expenses incurred by its client whom it referred to the hospital.  Each Cooperation Agreement is valid for a term of three years and may be extended through negotiationview of the partiesmany uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the Cooperation Agreement.  The foregoing descriptionoverall 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 Company’s standard Cooperation Agreement is qualified in its entirety by referenceUnited States, we intend to the Cooperative Agreement which was filed as Exhibit 10.7 to the Company’s Form 10 filed with the Securities and Exchange Commission on May 1, 2008, and is herein incorporated by reference.  In addition to the cooperative arrangement with hospitals located in China, the Company has cooperative arrangements with the several international hospitals located in Japan for the referral of the Company’s patients.  The Company’s international referral program is another service that the Company provides to its patients.  Through the referral program, the Company may refer patients to different

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international medical facilitiesrely 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 the Company’s patients receive all necessary medical treatment.  The international referral program is not a materialour 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 the Company’s business operations; rather, it is an additional service that the Company is able to provide to its patients to ensure that allour employees reside in India, 18 of their medical needs are satisfied.

Our operating affiliates also maintain referral based strategic alliances through close relationships with individualsour employees reside in Japan,Morocco, 1 in the United Kingdom and Canada. These strategic alliances are also designed to assist the Company and its operating affiliate with the acquisition and importation of medical equipment and products.   The purpose of these alliances is to facilitate our operating affiliate’s international patient referral program and promote the Company’s brand name to international businesses operating within the PRC.  However, neither the Company nor its operating affiliates have rendered any referral services over the last two years.  

As noted above, the private healthcare industry is a small, but expanding, area of business12 in the PRC.  We believe that we will be able to fill an existing voidUnited States. A significant number of our management and professional employees have had prior experience in the PRC healthcare system by offering preventative careclean energy and providing the citizens of the PRC with an alternative to state sponsored medical facilities for their regular medical checkups.  Furthermore, by establishing relationships with existing health care facilities, we will be able to effectively and efficiently refer our patients to more advanced treatment centers to accommodate allsustainable energy sector. None of our patients’ medical needs.

Within the next three years, our objective is to establish additional medical clinics throughout China through which weemployees are able to provide high quality medical care to Chinese citizens.  We currently have plans to establish affiliate medical clinics in the following cities, in the following order: 1) Beijing; 2) Shenyang.At proper time, we are going to copy our business model quickly and open more new clinics in economic developed cities all around China.

To facilitate our growth strategy, we have established a corporate headquarterscovered by collective bargaining agreements, and management teamconsiders relations with our employees to be in Beijinggood standing. Although we continually seek to make the necessary preparations for the establishment of theadd additional affiliate medical facilities throughout China.  Thetalent to our work force, management team will work to establish standards for all of our facilities and to create and implement a unified employee orientation and training program.  The management team located in Beijing will supervise the development of all additional facilities.  

Customers and Marketing

Customers

Due to the overcrowding and high patient to doctor ratio that exists within the state sponsored medical facilities throughout China, we believe that the rapidly increasing middle class of China is interested in seeking viable alternatives to state sponsored medical facilities.  We aim to provide these individuals with an alternative to state sponsored medical facilities in the form of highly modern and upscale medical facilities where their clients can go to have their health monitored on a regular basis.  Additionally, we aim to establish a venue whereby Chinese citizens can establish and maintain lasting relationships with primary care physicians.

Our operating affiliate’s current customers, all of whom are discussed in detail below, are composed mainly of the following: i) Enterprises; ii) Government Agencies,; iii) Financial Agencies & Insurance Companies, iv) Members; and v) Individuals.

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Enterprises

Our operating affiliate has established relationships with over thirty different business enterprises in China, both national and international.  These enterprises have enlisted the services of our operating affiliate to have it provide health checkups for the enterprises’ employees.  As we expand, we intend to solidify existing relationships between our customers and our operating affiliates, as well as establish new relationships, with other business enterprises in an effort to provide for the healthcare needs of business enterprises throughout China.  

Government Agencies

A significant percentage of civil servants in China are required to have annual routine health checkups.  Our operating affiliate has established relationships with various’ governmental agencies through which the agencies have agreed to designate our operating affiliate as the medical checkup institute to perform the annual exams on the respective agencies’ employees. The government agencies pay an annual fee for this service.  Our operating affiliate currently has approximately 40 governmental agenciesbelieves that it works with.

Financial Agencies & Insurance Companies

Our operating affiliate cooperates with various financial agencies and life insurance companieshas sufficient human capital to provide the standard health checkup the financial agencies’ employees and potential life insurance candidates must undergo.  The financial agencies and insurance companies pay all of the checkup expenses.  These expenses are paid on a case-by-case basis at the time the checkup is performed.

Members

Members are identified as patients who have enlisted the services of our operating affiliate to monitor their health for a prolonged period. The Members pay a flat fee which entitles the Members to access to our operating affiliate’s medical services for a prescribed period, including an annual check-up.  Our operating affiliate has identified Members as one of its most lucrative potential client bases.  As such, our operating affiliate intends to focus significant efforts in rapidly increasing the number of Members.  

As of July 1, 2008 our operating affiliate began to offer the following types of membership packages: (1)The Gold Package – The Gold Package entitles the Member to medical services and health monitoring for a period of one year at an price of 100,000 RMB (approximately US $14,562); this package provides members with annual health check-ups and priority access to our operating affiliate’s facilities and medical staff over members who participate in the Silver Package discussed below; and (2)The Silver Package– The Silver Package entitles the Member to medical services and health monitoring for a period of one year at a price of 20,000 RMB (approximately US $2,912.00); this package provides members with annual health check-ups and access to our operating affiliates’ facilities and medical staff.  The major difference between each of the foregoing packages is the amount and frequency of medical services provided to the different types of members.  For example, under the Gold Package, a member is entitled to 4 personalized health checkups during the course of the year, while the member who subscribes to the Silver Package is entitled to 1 personalized health checkup during the year.  Additional differences are as follows: i) under the Gold Package a member is afforded 24 hour access to our operating affiliate’s

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consultation service and is entitled to 13 house visits by our operating affiliate’s physicians; ii) under the Silver Package a member is afforded access to our operating affiliate’s consultation service during business hours, and is entitled to 3 house visits by our operating affiliate’s physicians.  As noted above, the major difference between the two packages is the amount and frequency of medical services provided to the different types of members.

Individuals

Individuals are classified as patients who have come to the clinic for a one-time health checkup.  Our operating affiliates offer a variety of Individual Checkup Packages depending upon the Individual’s age. Currently, approximately 3,140 individuals have participated in a one-time checkup.

Percentage of Revenue Attributable to Each Customer Type for Fiscal Years Ended 2007 and 2008

For the fiscal period that ended December 31, 2007, the foregoing customers accounted for the following percentages of the Company’s revenue fromoperate its business operations conductedsuccessfully.

Corporate Information

Our principal executive offices are located at its affiliate medical clinic located2711 N. Sepulveda Blvd., Suite #1051, Manhattan Beach, CA 90266. Our telephone number is (424) 835-1845. Our website address is https://www.cleanvisioncorp.com. The information contained in, Dalian: Individualsor accessible through, our website will not be deemed to be incorporated by reference into this Annual Report and Members – 25%; Enterprises – 63%; Government Agencies – 7%; Insurance Companies – 2%; and general treatment – 3%.  

For the fiscal period that ended December 31, 2008, the foregoing customers accounted for the following percentages of the Company’s revenue from its business operations conducted at its affiliate medical clinic located in Dalian: Individuals and Members – 21%; Enterprises – 55%; Government Agencies – 17%; Insurance Companies – 2%; and general treatment – 5%.  

The following chart illustrates the changes which occurred regarding the percent and amount of the Company’s revenue attributable to each customer type for the fiscal years ended December 31, 2007 and December 31, 2008:

Both the increase in the Company’s revenue, and the changes reflected in percentages of the Company’s revenue derived from its various customers is directly attributable to our marketing efforts. Specifically, due to these efforts to establish and cultivate relationships with government agencies, the Company’s overall revenue increased from 2007 to 2008.

Marketing

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The Company intends to promote and market its brand name and services offered at its affiliate clinic in Dalian, as well as its future clinics through: 1) billboard advertisements on major arterial roads; 2) television advertisements; 3) newspaper and print advertisements; 4) electronic advertisements on the internet and the Company’s website; 5) large public events promoting the various clinics and services that are offered; 6) distribution of promotional literature promoting and advertising the clinics; and 7) and foreign advertising.

Competition

Currently, the majority of medical care services throughout the PRC are provided by government owned medical institutions and organizations which are often times overcrowded, under staffed, and under supplied.  Consequently, there are a limited number of private institutions providing medical care to PRC citizens, particularly citizens within the middle class.  The Company’s goal is to modernize the current healthcare industry in China by providing Chinese citizens with individualized healthcare services tailored specifically to their needs at private medical facilities throughout China.  

As noted above, the Company’s only affiliated operational medical clinic is located in the city of Dalian.  Currently, within the four districts of Dalian there are 12 state sponsored hospitals and one state sponsored medical check-up facility.  With the exception of our affiliate clinic in Dalian, there are no other private medical facilities in the city.

Intellectual Property

The Company does not own any trademarks or patents on anyconstitute part of the products that its operating affiliates sell, or methods that these operating affiliates utilize in their medical clinics.  There may be patents issued or pending that are held by others and cover significant parts of our business methods or services. We cannot be certain that our products or business methods do not or will not infringe on any valid patents, copyrights or other intellectual property rights held by third parties. We may be subject to legal proceedings and claims, from time to time, relating to the intellectual property of others in the ordinary course of our business.

In addition, we may license products or technology from third parties. The market is evolving and we may need to license additional products or technologies to remain competitive. We may not be able to license these products or technologies on commercially reasonable terms or at all. In addition, we may fail to successfully integrate any licensed technology or products into our services. Our inability to obtain any of these licenses could delay our business development until alternative technologies can be identified, licensed and integrated.

Governmental Regulations

Our operations are subject to and affected by various PRC state and local laws and regulations.  These laws and regulations include those related to the areas of healthcare, medicine, and foreign investment in medical institutions within China.  In particular, our operations are subject to the provisions and regulations under: i)Regulation On Administration of Medical Institutions (the “Regulation”), established in September 1, 1994; ii)Detailed Rules For Implementation of the Regulation On Administration of Medical Institutions (the “Rules”), established in September 1, 1994; and iii)Interim Measures for the Administration of Sino-Foreign Equity Joint and Cooperative Joint Medical Institutions

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(the “Interim Measures”), established in July 1, 2000.  The following discussion provides an overview of the foregoing regulations and the impact they have on our business.    

Regulation On Administration of Medical Institutions & Detailed Rules For Implementation of the Regulation On Administration of Medical Institutions

TheRegulation On Administration of Medical Institutions & theDetailed Rules For Implementation of the Regulation On Administration of Medical Institutionswere collectively established by the PRC government for the purpose of strengthening the administration of medical institutions within China and for promoting the development of medical and public health services in China.  Pursuant to the terms of the Regulation, and the accompanying Rules which were promulgated thereunder, prior to engaging in its business operations, Dalian Vitup Healthcare was required to apply for and obtain an “Approval Certificate for the Establishment of Medical Institution,” from the Public Health Administrative Department of Local People’s Government above county level (the “Public Health Department”).  Additionally, prior to engaging in the business of providing medical services, Dalian V itup Healthcare was required to obtain from the Public Health Department a “Practice License of Medical Institution.”

Currently, pursuant to the Regulation and the Rules, the business operations of Dalian Vitup Healthcare are subject to the supervision of the Public Health Department.  In the event that the Public Health Department determines that Dalian Vitup Healthcare’s business operations are not in compliance with either the Regulations or the Rules, Dalian Vitup Healthcare could be subject to penalties.  The penalties include, but are not limited to: i) a penalty if Dalian Vitup Healthcare failed to operate with a valid “Practice License of Medical Institution,” which could result in a fine of up to RMB 3,000 (US $424); ii) a penalty if Dalian Vitup Healthcare were to sell, lend, or transfer its “Practice License of Medical Institution, which could result in a monetary fine of up to RMB 3,000 (US $424); or iii) a penalty if the Dalian Vitup Healthcare were to employ an individual who did not have the r equisite qualification certificate of public health technique, which could result in a monetary fine of up to RMB 3,000 (US $424).

Any future medical clinics that we establish will be required to comply with all of the foregoing governmental regulations. Failure to comply with PRC governmental regulations could materially and adversely affect our business and operation and may substantially increase the cost of providing our services.

Interim Measures for the Administration of Sino-Foreign Equity Joint and Cooperative Joint Medical Institutions    

TheInterim Measures for the Administration of Sino-Foreign Equity Joint and Cooperative Joint Medical Institutions were established by the PRC government in July, 2000, for the express purpose of enhancing the administration of Chinese – foreign joint equity ventures and cooperative medical institutions, and promoting the development of the medical industry within China. The Interim Measures are supervised by the Ministry of Health and the Ministry of Foreign Trade and Economic Cooperation (“MOFTEC”) and are administered by an Administrative Department of Health at the municipal level.  The Interim Measures establish the protocols and procedures for the implementation of either a Chinese-foreign joint venture or a cooperative medical institution.  Pursuant to the Interim Measures, any party seeking to establish either a Chinese-foreign joint venture or cooperative medical institution must go through the application process set forth in the Interim Measures, and must ultimately obtain approval from the Ministry of Health and MOFTEC for the contemplated joint venture.  Once the joint venture is approved, the joint venture is subject to both theRegulation On Administration of Medical Institutions & theDetailed

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Rules For Implementation of the Regulation On Administration of Medical Institutions, discussed above.  Dalian Vitup Healthcare received the approval required under the Interim Measures for the Administration of Sino-Foreign Equity Joint and Cooperative Joint Medical Institutions on April 1, 2004.

Employees

The Company and its operating affiliates currently have seventy (70) full-time employees.  Thirty-two (32) of the current employees hold medical degrees from universities throughout China.

Reports to Security Holders

We are subject to the informational requirements of the Securities Exchange Act of 1934 which requires us to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the SEC at 100 F Street, NE, Room 1580, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549 at prescribed rates. The public could obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330.  Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's Internet website at http://www.sec.gov.Annual Report.

ITEM 1A. RISK FACTORS.
FACTORS

Not Applicable

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.COMMENTS

Not ApplicableNone.

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

 PROPERTIES.

Medical Clinic

Lease Agreement

On January 12, 2004, the Registrant’s operating affiliate, Dalian Vitup Healthcare entered into a House Lease Agreement with Shubin Wang for the lease of a portion of the premises housing its medical clinic. Pursuant to the terms of the House Lease Agreement, Dalian Vitup Healthcare leased a portion of the propertyOur corporate headquarters is located at No. 108-1, 108-2, Nanshan Road, Zhongshan District, Dalian for a period of 15 years at an initial annual rental rate of RMB 100,000 (approximately US $13,835.30). Pursuant to the terms of the House Lease Agreement, the lease is for a term of 15 years, the lease is not cancelable, and the annual rental rate will be adjusted every two years through consultation between the parties.  Additionally, under the House Lease Agreement, Dalian Vitup Healthcare is responsible for the payment of all taxes, expenses and other relevant charges arising out their occupation of the leased premises.  A copy of the House Lease Agreement was filed as Exhibit 10.8 to the Company’s Form 10 filed with the Securities and Exchange Commission on May 1, 2008, and is herein incorporated by reference.   On March 12, 2006, the parties agreed to adjust the annual rental rate in the House Lease Agreement to RMB 348,000 (approximately US

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$49,983.40)2711 N. Sepulveda Blvd., effective April 2006.  A copy of the Supplemental House Lease Agreement with the information relating to the adjustment of the annual rental rate is filed as Exhibit 10.15 to this report on Form 10-K, and is herein incorporated by reference.   

On August 15, 2006, Dalian Vitup Management entered into a House Lease Agreement with Shubin Wang for the lease of office space.  Pursuant to the terms of the House Lease Agreement, Dalian Vitup Management leased a portion of the property located at No No. 108-1, 108-2, Nanshan Road, Zhongshan District, Dalian for a period of 20 years at an annual rental rate of RMB 5,800 (approximately US $833).  Pursuant to the terms of the House Lease Agreement, the lease is not cancelable, and the annual rental rate will be adjusted every two years through consultation between the parties.  Additionally, under the House Lease Agreement, Dalian Vitup Management is responsible for the payment of all taxes, expenses and other relevant charges arising out their occupation of the leased premises.  The foregoing description of the House Lease Agreement is qualified in its entirety by reference to the House Lease Agreemen tSuite #1051, Manhattan Beach, CA 90266, which is fileda virtual office that is used solely as Exhibit 10.16 toa mailing address. All of our operations are conducted by our officers, directors, consultants, employees and otherwise are conducted remotely. We believe that this report on Form 10-K.

Mobile Medical Check-up Facility

Our operating affiliate operates a mobile medical check-up facility whicharrangement is based at its facility in Dalian.  The mobile medical facility is located in a converted passenger bus and is designed to provide the Company with the ability to offer its medical check-up services on-site at its various customers’ businessadequate for our current operations and factories.  The mobile clinic containsneeds, but we will secure a variety of modern medical equipment.

Equipment

Withinphysical location for our medical facilitiesoperations if and mobile medical clinic, our operating affiliates own and utilize a variety of modern medical devices for diagnosis and treatment, including, but not limited to: a) a Quantum Resonance Spectrometer; b) an Acuson Aspen Siemens Color Ultrasound System; c) an Osteospace; d) a Body Composition Analyzer; e) a Blood Lead Detector; f) a Remote Control X-Ray System; g) an Automatic Biochemical Analyzer; and h) a Japanese Full Automatic Blood Cell Counter.  when we believe that it becomes necessary. 

ITEM 3. LEGAL PROCEEDINGS

LEGAL PROCEEDINGS.

ThePresently, except as described below, there are not any material pending legal proceedings to which the Company is not a party or as to which any pending legal proceedings,of its property is subject, and no such proceedings are known to the Company to be contemplated. Nothreatened 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 officer or affiliateof 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 no owner of record or beneficial owner of more than 5.0% of the securitiesordered, in relevant part, that that Percy not take any action on behalf of the Company, or any associate of any such director, officer or security holderunless said action is a party adverseexpressly 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 or hasfor 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 material interest adversepartial 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 reference to pending litigation.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted toexchange for 2,000,000 shares of Series B Preferred Stock and a voteconsulting 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 security holdersCompany’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 duringrelated to a discovery dispute in the fourth quarterarbitration 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 fiscal year which ended Decemberbreach 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, 2008.2024.

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.

PART II

ITEM 5.

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

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Market Information

The Registrant's common stockOur Common Stock is approved for quotationquoted on the pink sheetsOTCQB Market maintained by OTC Markets, Inc. under the symbol CVPH.  However, there”CLNV.” The OTC Market is no existinga 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 marketvolume, which precipitates wide spreads in the quotes for our Common Stock, on any given day. On December 31, 2023, the shares.last reported sale price of our Common Stock on the OTCQB Market was $0.414 per share.

As of December 31, 2023, we had approximately 177 stockholders of record of our Common Stock. The Registrantnumber 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 has 15,000,000intend 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 common stock issued and outstanding.  

The following table sets forth the high and low bid prices of our common stock (USD)authorized for issuance under our stock compensation plans, which information is incorporated herein by reference.

Preferred Stock

As of December 31, 2023, the last two fiscal years and subsequent interim periods, as reported by the National Quotation Bureau and represents inter dealer quotations, without retail mark-up, mark-down or commission and may not be reflective of actual transactions:

Holders

The Registrant currentlyCompany has 15,000,0004,000,000 shares of commonpreferred stock issuedoutstanding.

Transfer Agent

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

Unregistered Sales of March  31, 2009,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 Registrant’s stock was owned by 41 holdersSecurities Act of record.  1933.

Dividends

The Company has not declared or paid any cash dividends on its common stock during the fiscal years ended December 31, 2007 or 2006.  There are no restrictions on the common stock that limit the ability of us to pay dividends if declared by the Board of Directors and  the loan agreements and general security agreements covering the Company’s assets do not limit its ability to pay dividends.  The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Company’s assets, after payment of the liabilities, is less than the aggregate of the Company’s liabilities and stated capita l of all classes.

Equity Compensation Plan

We do not have an equity compensation plan.

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ITEM 6.

SELECTED FINANCIAL DATA.DATA

Not Applicable.applicable.

ITEM 7.

MANAGEMENT'S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.OPERATIONS

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

Overview

China Vitup Health Care Holdings, Inc., a Nevada corporation is a holding company which, through its wholly-owned subsidiaries and operating affiliates, is engaged in the business of providing healthcare services to customers in China.  Presently, the Registrant has an affiliate relationship with a single medical clinic which is a 24,200 square foot facility located in Dalian, China, through which it offers integrated healthcare services designed specifically to fit the needs of the Chinese population.  At the clinic in Dalian, the Registrant’s operating affiliate both monitors the health of its patients through regularly scheduled check-ups, and works to diagnose its patients’ different ailments and establish appropriate treatment procedures for such ailments.  Since the facility in Dalian is primarily a preventative care facility patients who require medical treatment which is more than preventa tive in nature are referred to hospitals and other health facilities.

Our operating affiliate offers integrated health management services designed specifically for the PRC population through its preventative care medical facility located in the city of Dalian, China.  The health services offered at our operating affiliate’s medical facility includes physical examinations, health management plans, and guidance for medical treatment. Our operating affiliate’s assists its patients in maintaining a healthy status by comprehensively monitoring, analyzing and evaluating the patients and by predicting various risk factors that affect the health and well being of its patients.  In many instances our

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operating affiliate, as primary checkup facilities, will refer its patients to specialized hospitals and health facilities throughout the world which are equipped to treat the Company’s patient’s specific health problems and needs that the Company has identified through its comprehensive checkup and monitoring procedures.  

Within the next three years, it is our objective is to establish an additional two affiliated medical clinics throughout China through which we are able to provide high quality medical care to Chinese citizens.  We will model our clinics after the clinic that we currently operate in Dalian.  We anticipate establishing medical clinics in the following cities, in the following order: 1) Beijing; and 2) Shenyang. At proper time, we are going to copy our business model quickly and open more new clinics in economic developed cities all around China

Results of Operations

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the fiscal years ended December 31, 2008 and 2007.  The following discussion should be read in conjunction with the Financial Statementsour financial statements and related Notes appearingaccompanying notes included elsewhere in this Form 10-K.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.

OurThe following discussion is based upon our financial statements are statedincluded elsewhere in US Dollars and arethis prospectus, which have been prepared in accordance with U.S. generally accepted accounting principalsprinciples. 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 (“GAAP”).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.

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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

Results of Operations forFor the Fiscal Year Ended December 31, 2008 Compared to the Fiscal Year Ended2023 and December 31, 20072022

RevenuesRevenue

DuringFor the fiscal year ended December 31, 2008,2023, 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

For the years ended 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

For the years ended 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

For the years ended 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

For the years ended 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

For the years ended 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

For the years ended 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

For the years ended 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

For the years ended 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 revenueactivities. 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 $2,033,156.  Of this $1,918,494 was directly attributable to revenue generated$90,871.

Cash Flow from the Company’s healthcare management service, and $114,662 was attributable to the Company’s Chinese medical service.  Financing Activities

During the fiscal year end December 31, 2007, the Company had total operating revenue in the amount of $1,918,188.  Of this $1,856,179 was directly attributable to revenue generated from the Company’s healthcare management service, and $62,009 was attributable to the Company’s Chinese medical service.  

The increase in total operating revenue from 2007 to 2008 was due to the  an increase of approximately $233,000 in revenue derived from services provided to government agencies and an increase of approximately $50,000 in revenue derived from general treatment services, offset by a decrease of approximately $50,000 in revenue derived from services provided to individuals and members and a decrease of approximately $100,000 in revenues derived from enterprises. After deducting the business tax and taking the exchange rate into consideration, 2008 revenue exceeded 2007 revenue by approximately $100,000.  The following chart illustrates the changes in our Revenue for the fiscal year ended December 31, 2008, as compared to2023, we received $5,139,500 of proceeds from convertible notes, $533,000 proceeds from the fiscalsale 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, 2007:

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Costs2022, we received $600,000 from proceeds from the sale of Revenue

The costCommon Stock, $154,000 proceeds from the issuance of revenue fornotes payable, $555,000 from the fiscal year ended December 31, 2008 was $1,150,507 as compared to $801,637 for the fiscal year ended December 31, 2007.  The increase in cost of revenue was attributable to several factors including an increase of approximately $209,000 in staff salaries and related employee expenses, an increase of approximately $83,000 in depreciation expense, an increase in the cost of medical consumables of approximately $70,000 which is attributable to domestic inflation in China, and a reduction in the exchange rate between the Chinese yuan and the US dollar. In 2007, the average exchange rate was 7.560 yuan per dollar; while in 2008, the average exchange rate decreased to 6.962 yuan per dollar.

Operating Expenses  

Our operating expenses for the fiscal year ended December 31, 2008 were $738,849.  Of this, $198,937 was allocated to depreciation, $489,096 was used in general and administrative expenses, and $50,816 was used for rental expenses.  

Our operating expenses for the fiscal year ended December 31, 2007 were $656,974.  Of this, $168,294 was allocated to depreciation, $441,881 was used in general and administrative expenses, and $46,799 was used for rental expenses.

The increase in our aggregate operating expenses from 2007 to 2008 was mainly due to an increase of approximately $30,000 in depreciation expenses as a result of an increase of approximately $260,000 in fixed assets during the fiscal year, and increases in property taxes and maintenance expenses for the business premises.

 The following chart illustrates the changes in our operating expenses for the fiscal year ended December 31, 2008, as compared to the fiscal year ended December 31, 2007:

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Net Income  

Net income for the fiscal year ended December 31, 2008 was $120,618 as compared to net income of $409,771 for the fiscal year ended December 31, 2007. The decrease in net income was attributable to the increase in the operating revenue that the Company experienced.

Income Tax Expense

The Company’s Income Tax Expense for the fiscal year ended December 31, 2008 was $52,970, as compared to Income Tax Expense in the amount of $63,928 for the fiscal year ended December 31, 2007.  The decrease in Income Tax Expense was mainly attributable to a reduction in the applicable income tax rate from 33% to 25%.  The following chart illustrates the changes in our Income Tax Expense for the fiscal year ended December 31, 2008, as compared to the fiscal year ended December 31, 2007:

Liquidity and Capital Resources

As noted above, within the next three years, it is our objective to establish an additional eleven medical clinics throughout China through which we are able to provide high quality medical care to Chinese citizens.  We will model our clinics after the clinic that we currently operate in Dalian.  We anticipate establishing affiliate medical clinics in the following cities, in the following order: 1) Beijing; and 2) Shenyang.At proper time, we are going to copy our business model quickly and open more new clinics in economic developed cities all around China We estimate that it will cost approximately $5,000,000 to open each new facility.  The costs associated with the opening of each clinic will ultimately depend upon the location the clinic.  We anticipate that the funding for the clinics will come from equity sales and private funding from Mr. ShuBin Wang, one of our directors, and Feng Gu our Chief Executive Officer. The cost of each clinic will depend on the location of each facility.

Currently, we have limited operating capital.  We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and the revenues generated from our business operations alone may not be sufficient to fund our operations or planned growth.  We will likely require additional capital to continue to operate our business, and to further expand our business.  We may be unable to obtain additional capital required.   Our inability to raise additional funds when required may have a negative impact on our operations, business development and financial results.

We plan to pursue sources of additional capital through various financing transactions or arrangements, including equity financing, or in the form of loans from our majority shareholders, ShuBin Wang and Feng Gu.  We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means.  

Total Current Assets & Total Assets

As of December 31, 2008, our audited balance sheet reflects that we have: i) total current assets of $1,378,785, as compared to total current assets of $1,337,974 at December 31, 2007; and ii) total assets of $2,633,921 as of December 31, 2008 compared to total assets of $2,715,094 as of December 31, 2007, a decrease of $81,173, or approximately 3%.  The decrease in the Company’s total assets from December 31,

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2007 to December 31, 2008 was primarily attributable to changes in the Company’s cash and cash equivalents. As of December 31, 2008, our balance sheet reflects that we have cash and cash equivalents of $395,156 as compared to $651,598 at December 31, 2007, a decrease of $256,442, or approximately 39%.  The decrease in the Company’s cash and cash equivalents from December 31, 2007 to December 31, 2008 was primarily attributable to the fact that there was a substantial increase in cash used in operating expenses in 2008 as a resultproceeds of the current economic situation,issuance of convertible notes, which was partially offset by repayment of $20,000 of a related party loan and the fact that the company used available cash to pay off liabilities accrued in previous years shown on the balance$57,500 for notes.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet as amounts due to directors.

Total Current Liabilities

As of December 31, 2008, our audited balance sheet reflects that we have total current liabilities of $418,094, compared to total current liabilities of $766,590 at December 31, 2007, a decrease of $348,496, or approximately 45%.  The decrease in the Company’s total current liabilities from December 31, 2007 to December 31, 2008 was primarily attributable to the fact that wearrangements and do not have any amounts due directors.  Asholdings in variable interest entities.

Critical Accounting Policies and Estimates

Refer to Note 2 of December 31, 2008, our audited balance sheet reflects that we have amounts due to directors of $nil, as compared to $387,069 as of December 31, 2007.  The decreasefinancial statements contained elsewhere in our amounts due to directors was attributable to the fact that in 2008 the amounts due to directors was paid back to directors.

Cash Flow

Athis Annual Report for a summary of our cash flows for the fiscal year ended December 31, 2008critical accounting policies and 2007 is as follows:

Year Ended December 31, 2008recently adopted and 2007issued accounting standards.

Year Ended December 31, 2008 Net cash provided by our operating activities was $1,138,364for the fiscal year ended December 31, 2008.  The major source of cash inflow from our operating activities was net income of $120,618 and depreciation of $466,037.Changes in operating assets and liabilities included cash inflow resulting from an increase in prepayments, deposits and other receivables of $449,481 and accounts receivables of $122,099. For the fiscal year ended December 31, 2008, our net cash used in investing activities was $529,815 which arose from the acquisition of new medical equipment and prepayment to equipment vendor.  Our net cash used in financing activities was $912,712 which arose from the advances to directors.

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Year Ended December 31, 2007 Net cash provided by our operating activities was $541,298 for the fiscal year ended December 31, 2007.  The major source of cash inflow from our operating activities was net income of $409,771. Changes in operating assets and liabilities included cash inflow resulting from an increase in account payables of $257,819 and an increase in amounts due to directors of $406,892. This cash inflow was offset by cash outflow from an increase in prepayments, deposits and other receivables of $464,652. For the fiscal year ended December 31, 2007, our net cash used in investing activities was $894,588 which arose from the acquisition of new medical equipment. There is no cash inflow or outflow from financing activities for the fiscal year ended December 31, 2007.

Changes in Operating Assets and Liabilities

Below are the major changes in operating assets and liabilities under cash flows from operating activities for the fiscal year ended December 31, 2008 and 2007:

Fiscal Year Ended December 31, 2008 and 2007

Prepayments, deposits and other receivables Our changes in prepayments, deposits and other receivables increased from ($464,652) in 2007 to $449,481 in 2008.  The increase from 2007 to 2008 was primarily a result of the repayment from other receivables.

Accounts Payable As reflected in our statements of cash flow, there was an overall decrease of approximately $33,000 in our accounts payable in 2008.  This change was attributable to the fact that there was an increase of approximately $135,000 in accounts payable due to unpaid medical consumables and assets in 2008 while paid accounts payable were reduced by approximately $168,000.

Accounts Receivable As reflected on our statements of cash flow, our changes in accounts receivable increased from $31,733 in December 31, 2007 to $122,099 in December 31, 2008.  The change in accounts receivable was primarily attributable to fact that we intensified our efforts to collect outstanding accounts receivable in 2008.  We collected accounts receivable totaling $131,217 while the amount of outstanding accounts receivable increased by approximately $9,118 in 2008.  As a result, accounts receivable decreased by approximately $122,099 during 2008.  

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.RISK

Not Applicable.applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.DATA

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The financial statements of the Company required by Article 8 of Regulation S-X  are attached to this report.

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