Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 15, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 024-11501 | ||
Entity Registrant Name | CLEAN VISION CORPORATION | ||
Entity Central Index Key | 0001391426 | ||
Entity Tax Identification Number | 85-1449444 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 2711 N. Sepulveda Blvd. #1051 | ||
Entity Address, City or Town | Manhattan Beach | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90266 | ||
City Area Code | (424) | ||
Local Phone Number | 835-1845 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 18,290,000 | ||
Entity Common Stock, Shares Outstanding | 695,701,083 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | Fruci & Associates II, PLLC | ||
Auditor Firm ID | 5525 | ||
Auditor Location | Spokane, Washington |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 339,921 | $ 10,777 |
Prepaids and other assets | 366,812 | 125,000 |
Accounts receivable | 70,745 | |
Loan receivable | 70,000 | |
Trading securities | 5,069 | |
Total Current Assets | 852,547 | 135,777 |
Property and equipment | 4,883,566 | 241,376 |
Goodwill | 4,584,622 | |
Total Assets | 10,590,735 | 377,153 |
Current Liabilities: | ||
Cash overdraft | 353,159 | |
Accounts payable | 286,922 | 377,746 |
Accrued compensation | 344,015 | 641,639 |
Accrued expenses | 546,392 | 250,355 |
Convertible note payable, net of discount of $1,701,403 and $183,560, respectively | 2,779,199 | 476,440 |
Derivative liability | 598,306 | |
Loans payable | 780,656 | 114,500 |
Related party payables | 549,946 | |
Loans payables – related party | 4,500,000 | 27,017 |
Liabilities of discontinued operations | 67,093 | 67,093 |
Total current liabilities | 10,805,688 | 1,954,790 |
Economic incentive (Note 12) | 1,750,000 | |
Total Liabilities | 12,555,688 | 1,954,790 |
Commitments and contingencies | ||
Mezzanine Equity: | ||
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding | ||
Total mezzanine equity | 1,800,000 | 1,800,000 |
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 682,463,425 and 402,196,273 shares issued and outstanding, respectively | 682,464 | 402,197 |
Common stock to be issued | 217,775 | 76,911 |
Additional paid-in capital | 26,591,905 | 15,203,394 |
Accumulated other comprehensive loss | 2,171 | 16,670 |
Accumulated deficit | (32,714,184) | (19,078,809) |
Non-controlling interest | 1,452,916 | |
Total stockholders' deficit | (3,746,953) | (3,377,637) |
Total liabilities and stockholders' deficit | 10,590,735 | 377,153 |
Series B Preferred Stock [Member] | ||
Mezzanine Equity: | ||
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding | 1,800,000 | 1,800,000 |
Series A Preferred Stock [Member] | ||
Mezzanine Equity: | ||
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding | ||
Series C Preferred Stock [Member] | ||
Mezzanine Equity: | ||
Series C Preferred stock, $0.001 par value, 2,000,000 shares authorized; 2,000,000 shares issued and outstanding | $ 2,000 | $ 2,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument, Unamortized Discount (Premium), Net | $ 1,701,403 | $ 183,560 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 4,000,000 | 4,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Outstanding | 682,463,425 | 402,196,273 |
Common Stock, Shares, Issued | 682,463,425 | 402,196,273 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Outstanding | 0 | |
Preferred Stock, Shares Issued | 0 | |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Outstanding | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 2,000,000 | 2,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 257,414 | |
Cost of revenue | 94,625 | |
Gross margin | 162,789 | |
Operating Expenses: | ||
Consulting | 2,110,550 | 2,452,383 |
Advertising and promotion | 982,030 | 402,071 |
Development expense | 244,688 | 35,500 |
Professional fees | 811,316 | 407,501 |
Payroll expense | 1,613,884 | 829,364 |
Officer stock compensation expense | 945,600 | 516,042 |
Director fees | 587,800 | 171,000 |
General and administration expenses | 1,066,128 | 849,459 |
Total operating expense | 8,361,996 | 5,663,320 |
Loss from Operations | (8,199,207) | (5,663,320) |
Other income (expense): | ||
Interest expense | (4,798,189) | (250,404) |
Change in fair value of derivative | 2,500,562 | |
Loss on debt issuance | (2,676,526) | |
Gain on conversion of debt | 881,660 | |
Gain on extinguishment of debt | 17,500 | |
Other expense, net | (5,584) | |
Total other expense | (4,080,577) | (250,404) |
Net loss before provision for income tax | (12,279,784) | (5,913,724) |
Provision for income tax expense | ||
Net loss | (12,279,784) | (5,913,724) |
Net loss attributed to non-controlling interest | 127,934 | |
Net loss attributed to Clean Vision Corporation | (12,151,850) | (5,913,724) |
Other comprehensive income: | ||
Foreign currency translation adjustment | (14,499) | 16,670 |
Comprehensive loss | $ (12,166,349) | $ (5,897,054) |
Loss per share - basic and diluted | $ (0.02) | $ (0.02) |
Weighted average shares outstanding - basic and diluted | 503,760,709 | 344,710,350 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT - USD ($) | Series A Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock To Be Issued [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 1,850 | $ 2,000 | $ 312,861 | $ 12,576,049 | $ 227,544 | $ (13,165,085) | $ (44,781) | ||
Beginning Balance at Dec. 31, 2021 | 1,850,000 | 2,000,000 | 312,860,376 | ||||||
Cancellation of preferred | $ (1,850) | 1,850 | |||||||
Cancellation of preferred Shares | (1,850,000) | ||||||||
Stock issued for services | $ 40,128 | 1,214,087 | (150,633) | 1,103,582 | |||||
Stock issued for services Shares | 40,127,557 | ||||||||
Stock issued for services – related party | $ 19,208 | 645,334 | 664,542 | ||||||
[custom:StockIssuedForServicesRelatedPartyShares] | 19,208,340 | ||||||||
Stock issued for cash | $ 30,000 | 570,000 | 600,000 | ||||||
Stock issued for cash Shares | 30,000,000 | ||||||||
Debt issuance cost – warrants issued | 196,074 | 196,074 | |||||||
Net loss | 16,670 | (5,913,724) | (5,897,054) | ||||||
Ending balance, value at Dec. 31, 2022 | $ 2,000 | $ 402,197 | 15,203,394 | 76,911 | 16,670 | (19,078,809) | (3,377,637) | ||
Ending Balance at Dec. 31, 2022 | 2,000,000 | 402,196,273 | |||||||
Stock issued for services | $ 77,239 | 2,508,586 | (62,845) | 2,522,980 | |||||
Stock issued for services Shares | 77,239,441 | ||||||||
Stock issued for services – related party | $ 40,500 | 1,596,500 | 5,709 | 1,642,709 | |||||
[custom:StockIssuedForServicesRelatedPartyShares] | 40,500,000 | ||||||||
Stock issued for cash | $ 16,750 | 318,250 | 198,000 | 533,000 | |||||
Stock issued for cash Shares | 16,750,000 | ||||||||
Debt issuance cost – warrants issued | 2,729,852 | 2,729,852 | |||||||
Net loss | (14,499) | (127,937) | (12,151,847) | (12,294,283) | |||||
Stock dividend | $ 21,817 | 1,461,711 | (1,483,528) | ||||||
Stock dividend Shares | 21,816,574 | ||||||||
Shares issued for settlement | $ 4,500 | (4,500) | |||||||
Shares issued for settlement Shares | 4,500,000 | ||||||||
Settlement of related party debt | 96,250 | 96,250 | |||||||
Stock issued for debt conversion | $ 122,461 | 2,678,862 | 2,801,323 | ||||||
Stock issued for debt conversion Shares | 122,461,137 | ||||||||
Shares cancelled | $ (3,000) | 3,000 | |||||||
Shares cancelled Shares | (3,000,000) | ||||||||
Recognition of noncontrolling interest in acquisition | 1,580,583 | 1,580,853 | |||||||
Ending balance, value at Dec. 31, 2023 | $ 2,000 | $ 682,464 | $ 26,591,905 | $ 217,775 | $ 2,171 | $ 1,452,916 | $ (32,714,184) | $ (3,764,953) | |
Ending Balance at Dec. 31, 2023 | 2,000,000 | 682,463,425 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (12,279,784) | $ (5,913,724) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock based compensation | 1,024,323 | |
Stock issued for services | 2,522,980 | 664,542 |
Preferred stock compensation expense | 1,175,000 | |
Stock issued for services – related party | 1,642,709 | |
Debt discount amortization | 4,483,160 | 200,273 |
Loss on issuance of debt | 2,676,526 | |
Change in fair value of derivative | (2,500,562) | |
Gain on conversion of debt | (881,660) | |
Gain on extinguishment of debt | (17,500) | |
Depreciation expense | 100,161 | |
Changes in operating assets and liabilities: | ||
Prepaid | (12,494) | (71,000) |
Accounts receivable | 151,075 | |
Accounts payable | (297,305) | 317,498 |
Accruals | (539,215) | 240,853 |
Related-party payables - short-term | 549,946 | |
Accrued compensation | (297,624) | 333,139 |
Net cash used by operating activities | (4,699,587) | (2,029,096) |
Cash Flows from Investing Activities: | ||
Purchase of 51% interest in Clean-Seas Morocco, LLC | (2,000,000) | |
Trading securities | (5,069) | |
Loan receivable | (70,000) | |
Purchase of property and equipment | (90,871) | |
Net cash used by investing activities | (2,075,069) | (90,871) |
Cash Flows from Financing Activities: | ||
Cash overdraft | 353,159 | |
Proceeds from convertible notes payable | 5,139,500 | 555,000 |
Payments-convertible notes payable | (300,000) | |
Proceeds from the sale of common stock | 533,000 | 600,000 |
Proceeds from notes payable - related party | 5,000 | 46,917 |
Repayment of related party loans | (32,910) | (20,000) |
Proceeds from notes payable | 42,500 | 154,000 |
Proceeds from long term note payable | 1,750,000 | |
Payments - notes payable | (388,620) | (57,500) |
Net cash provided by financing activities | 7,101,629 | 1,278,417 |
Net change in cash | 326,973 | (841,550) |
Effects of currency translation | 2,171 | 16,670 |
Cash at beginning of year | 10,777 | 835,657 |
Cash at end of year | 339,921 | 10,777 |
Supplemental schedule of cash flow information: | ||
Interest paid | ||
Income taxes | ||
Supplemental non-cash disclosure: | ||
Common stock issued for conversion of debt | 2,538,174 | |
Common stock issued for prepaid services | 111,000 | |
Note payable issued for acquisition | $ 4,500,000 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Clean Vision Corporation (“Clean Vision,” “we,” “us,” or the “Company”) is a new entrant in the clean energy and waste-to-energy industries focused on clean technology and sustainability opportunities. Currently, we are focused on providing a solution to the plastic and tire waste problem by recycling the waste and converting it into saleable byproducts, such as hydrogen and other clean-burning fuels that can be used to generate clean energy. Using a technology known as pyrolysis, which heats the feedstock ( i.e. All operations currently being conducted through Clean-Seas. Clean-Seas acquired its first pyrolysis unit in November 2021 for use in a pilot project in India, which began operations in early May 2022. On April 23, 2023, Clean-Seas completed its acquisition of a fifty-one percent (51%) interest in Ecosynergie, which changed its name to Clean-Seas Morocco, LLC on such date. Clean-Seas Morocco began operations at its pyrolysis facility in Agadir, Morocco, in April 2023, which currently has capacity to convert 20 TPD of waste plastic through pyrolysis. We believe that our current projects will showcase our ability to pyrolyze waste plastic (using pyrolysis), which will generate three byproducts: (i) low sulfur fuel, (ii) clean hydrogen, AquaH tm Clean-Seas India Private Limited was incorporated on November 17, 2021 as a wholly owned subsidiary of Clean-Seas. Clean-Seas, Abu Dhabi PVT. LTD was incorporated in Abu Dhabi on December 9, 2021 as a wholly owned subsidiary of the Company. On January 19, 2022, the Company changed the name of its wholly owned subsidiary, Clean-Seas, Abu Dhabi PVT. LTD, to Clean-Seas Group. As of July 4, 2022, the Clean-Seas Group had ceased operations. Endless Energy, Inc. (“Endless Energy”) was incorporated in Nevada on December 10, 2021 as a wholly owned subsidiary of the Company. EndlessEnergy was incorporated for the purpose of investing in wind and solar energy projects but does not currently have any operations. EcoCell, Inc. ("EcoCell”) was incorporated on March 4, 2022 as a wholly owned subsidiary of the Company. EcoCell does not currently have any operations, but we intend to use EcoCell for the purpose of licensing fuel cell patented technology. Clean-Seas Arizona, Inc. (“Clean-Seas Arizona”) was incorporated in Arizona on September 19, 2022, as a wholly owned subsidiary of Clean-Seas. Pursuant to that certain Memorandum of Understanding signed on November 4, 2022, Arizona State University (ASU) and the Rob and Melani Walton Sustainability Solution Services (WS3), the parties intend for Clean-Seas Arizona to establish a plastic feedstock to clean hydrogen conversion facility to be located in Phoenix, Arizona. In furtherance of these goals, and pursuant to a Services Agreement (the “Arizona Services Agreement”) signed on June 12, 2023, with ASU and WS3, this facility is currently intended to source and convert plastic feedstock from the Phoenix area and import plastic from California. Pursuant to the Arizona Services Agreement, the Arizona facility is expected to begin processing plastic feedstock in Q4 2024, now expected in Q4 2025, at 100 TPD and scale up to a maximum of 500 TPD at full capacity. Additionally, we are exploring plans for this facility to be powered by renewable energy, which, if successful, would become the first completely off grid pyrolysis conversion facility in the world . Clean-Seas West Virginia, formed on April 1, 2023, is our first PCN facility slated for the United States and is currently expected to be operational in the second quarter of 2025. This facility will be located in the city of Belle, outside of Charleston, the capital of West Virginia, and is expected to begin operations converting 100 TPD of plastic feedstock. The Company expects to expand to greater than 500 TPD within three years of beginning operations. Clean-Seas has engaged MacVallee, LLC (“MacVallee”) to secure mixed plastic feedstock from material recovery facilities and industrial suppliers. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of December 31, 2023, the Company had $ 37,496 of cash in excess of the FDIC’s $ 250,000 coverage limit. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended December 31, 2023 and 2022. Principles of Consolidation The accompanying consolidated financial statements for the year ended December 31, 2023, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc., Clean-Seas India Private Limited, Clean-Seas Group, Endless Energy, Inc., EcoCell, Inc., Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2023. Translation Adjustment The accounts of the Company’s subsidiary Clean-Seas India are maintained in Rupees and the accounts of Clean-Seas Morocco in Moroccan dirham. In accordance with the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement. Comprehensive Income The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income is included in net loss and foreign currency translation adjustments. Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2023, there are warrants to purchase up to 116,944,802 shares of common stock and approximately 120,140,000 dilutive shares of common stock from a convertible notes payable. As of December 31, 2023 and 2022, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock can automatically be converted on January 1, 2023, into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of December 31, 2023 and 2022, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Stock-Based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations In accordance with ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, Derivative Financial Instruments The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable represents the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2023: Fair Value Measurements, hierarchy Description Level 1 Level 2 Level 3 Derivative $ — $ — $ 598,306 Total $ — $ — $ 598,306 Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. Our business model is focused on generating revenue from the following sources: (i) Service revenue from the recycling services we provide (ii) Revenue generated from the sale of commodities (iii) Revenue generated from the sale of environmental credits (iv) Revenue generated from royalties and/or the sale of equipment As of December 31, 2023, our operations in Morocco had generated approximately $257,000 in revenue, with a gross margin of approximately $ 163,000 from the sale of commodities (the provision of pyrolysis services and its sale of byproducts). During 2023, 91% of revenue was from three parties, one of which is under control of the management of Clean-Seas Morocco. As of December 31, 2023, we did not generate revenue from any other sources. Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2023, and 2022, no liability for unrecognized tax benefits was required to be reported. Trade Accounts Receivable Trade accounts receivable are amounts due from customers under normal trade terms. After assessing the creditworthiness of our customers and considering our historical experience, anticipated future operations, and prevailing economic conditions, we have determined that the application of the current expected credit loss (CECL) methodology would be immaterial to our financial statements. Consequently, no allowance for credit losses has been recorded as of the year-end. The absence of a recorded allowance for credit losses reflects our judgment that potential credit losses on outstanding receivables are negligible. As of December 31, 2023, approximately 77% of accounts receivable are due from one customer. Inventory Inventory consists of plastic bottles that are acquired at no cost and are held for use in our pyrolysis process, which converts these materials into pyrolysis oil, carbon char, and other commodities. In accordance with U.S. Generally Accepted Accounting Principles (GAAP), these bottles are recorded at the lower of cost or market. Since the acquisition cost of the bottles is zero, and there is no significant alternative market value attributable to these materials before conversion, the carrying value of this inventory is recorded at $0 on our consolidated balance sheets. The absence of a recorded cost for the plastic bottles does not reflect their importance to our production process or potential value of the end products. This accounting treatment is specific to the characteristics of the materials used and does not imply any underlying concerns about the viability or value of the final products produced through our pyrolysis process. Recently Issued Accounting Pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a source of revenue sufficient to cover its operating costs, had an accumulated deficit of $ 32,714,184 at December 31, 2023, and had a net loss of 12,279,784 for the year ended December 31, 2023. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. Management plans to continue to implement its business plan and to fund operations by raising additional capital through the issuance of debt and equity securities. The Company’s existence is dependent upon management's ability to implement its business plan and/or obtain additional funding. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company's liquidity problems. Even if the Company is able to obtain additional financing, it may include undue restrictions on our operations in the case of debt or cause substantial dilution for our stockholders in the case of equity financing. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
BUSINESS COMBINATIONS | NOTE 4 — BUSINESS COMBINATIONS On April 25, 2023 (the “Morocco Closing Date”), Clean-Seas, a wholly owned subsidiary of the Company, completed its acquisition of a fifty-one percent (51%) interest (the “Morocco Acquisition”) in Eco Synergie S.A.R.L., a limited liability company organized under the laws of Morocco (“Ecosynergie”), pursuant to that certain Notarial Deed (the “Morocco Purchase Agreement”) dated as of January 23, 2023 (the “Signing Date”) setting forth the terms and provisions applicable to the Morocco Acquisition (the “Purchase Agreement”). On the Morocco Closing Date, (i) Ecosynergie’s name was changed to Clean-Seas Morocco, LLC, (ii) Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Company’s CRO, were appointed as managers of Clean-Seas Morocco and (iii) Mr. Harris was appointed to serve as the Chief Executive Officer of Clean-Seas Morocco. Ecosynergie was not acquired from a related party and the Company did not have common control with Ecosynergie at the time of the Morocco Acquisition. Pursuant to the Morocco Purchase Agreement, Clean-Seas paid an aggregate purchase price of $6,500,000 for the Morocco Acquisition, of which (i) $2,000,000 was paid on the Morocco Closing Date and (ii) the remaining $4,500,000 is to be paid to Ecosynergie Group over a period of ten (10) months from the Morocco Closing Date. Additionally, Clean-Seas committed to invest up to $50,000,000 in Clean-Seas Morocco over a period of ten (10) months from the Morocco Closing Date (the “Clean-Seas Morocco Investment”). The Clean-Seas Morocco Investment is currently contemplated to be funded in tranches based on a to be agreed to schedule tied to milestones related to the technology being deployed by Clean-Seas Morocco. The parties intend to complete the funding schedule applicable to the Clean-Seas Morocco investment in the first quarter 2024. To date, none of the Clean-Seas Morocco Investment has been funded. The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. The accounting for operations is considered to be complete and the results of operations of the business acquired by the Company have been included in the consolidated statements of operations since the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill. The provisional estimated fair value of the noncontrolling interest was based the minority interest (49%) in net assets as of the acquisition date. The goodwill represents expected synergies from the combined operations. The allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed are shown below: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Consideration Consideration issued $ 6,500,000 Identified assets and liabilities Cash 11,093 Prepaid and other assets 218,225 Accounts receivable 221,820 Property and equipment, net 4,774,315 Accounts payable (37,195 ) Accrued expenses (835,252 ) Loans payable (789,827 ) Lines of credit (336,948 ) Total identified assets and liabilities 3,226,231 Minority interest 1,580,853 Excess purchase price allocated to goodwill $ 12,141,194 |
PROPERTY & EQUIPMENT
PROPERTY & EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY & EQUIPMENT | NOTE 5 - PROPERTY & EQUIPMENT Property and equipment are recorded at cost. The Company capitalizes purchases of property and equipment over $5,000. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years. Long lived assets, including property and equipment, to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income. Clean-Seas, Inc. has purchased a pyrolysis unit for piloting and demonstration purposes which has been commissioned in Hyderabad, India as of May 2022. The unit will be used to showcase the Company’s technology and services, turning waste plastic into environmentally friendly commodities, to potential customers. Property, plant, and equipment at our Clean-Seas Morocco facility comprise equipment, buildings and fixtures, automobiles, furniture, and land. Upon acquisition, buildings and land were recorded at their estimated fair value, determined through a valuation conducted in 2018. Subsequently, these assets have been adjusted annually to reflect an approximate 5% increase in fair value, consistent with local real estate market trends. Depreciation for equipment, buildings, automobiles, and furniture is computed using the straight-line method over estimated useful lives of 5 to 10 years. Property and equipment stated at cost, less accumulated depreciation consisted of the following: Schedule of Property and Equipment December 31, December 31, Pyrolysis unit $ 185,700 $ 185,700 Equipment 436,532 55,676 Buildings and fixtures 439,411 — Land 3,867,095 — Office furniture 989 — Less: accumulated depreciation (100,161 ) — Property and equipment, net $ 1,255,321 $ 241,376 Depreciation expense For the year ended December 31, 2023 and 2022, depreciation expense was $ 100,161 and $ 0 , respectively. |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 6 – LOANS PAYABLE As of December 31, 2020, a third party loaned the Company a total of $114,500. The loan was used to cover general operating expenses, is non-interest bearing and due on demand. During the year ended December 31, 2021, the Company repaid $100,000 of the loan. During the year ended December 31, 2022, the same individual provided consulting/IR services to the Company valued at $100,000. The amount due was added to the note payable for a balance due of $114,500 as of December 31, 2022. During the year ended December 31, 2023, the note was fully converted into 5,725,000 shares of common stock. Effective January 1, 2023, the Company acquired a financing loan for its Director and Officer Insurance for $42,500. The loan bears interest at 7.75%, requires monthly payments of $4,402.42 and is due within one year. As of December 31, 2023, the balance due is $ 0 . |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 7 – CONVERTIBLE NOTES PAYABLE Silverback Capital Corporation On March 31, 2022, the Company issued a Promissory Note to Silverback Capital Corporation (“Silverback”) in the amount of $360,000. The Company received $300,000, net of a $60,000 OID. The note bears interest at 8% per annum and matures in one year. The note may be converted to shares of common stock at $0.02 per share, provided, that if the Company effects a Qualified Offering (as defined in the note) the conversion price will be such price that represents a 20% discount to the offering price of the Company’s common Stock in the Offering. In the event of a default Silverback will have the option to convert at the lower of 1) .02 per share, or 2) a 20% discount to the five day trailing VWAP of the common stock. On February 21, 2023, Silverback fully converted the $360,000 note and $25,723 of interest into 19,286,137 shares of common stock. Coventry Enterprises, LLC On December 9, 2022, the Company entered into the Purchase Agreement (the “Coventry Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which the Company issued to Coventry a Promissory Note (the “Coventry Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, net of a discount of $45,000. In addition, the Company issued to Coventry 15,500,000 shares of Common Stock (the “Commitment Stock”), of which 12,500,000 shares of Commitment Stock were returned to the Company pursuant to the terms of the Coventry Purchase Agreement in the first quarter of 2023. The Coventry Note bears guaranteed interest at the rate of 5% per annum for the 12 months from and after the date of issuance (notwithstanding the 11-month term of the Coventry Note for aggregate guaranteed interest of fifteen thousand Dollars ($15,000), all of which Guaranteed Interest shall be deemed earned as of the date of the Coventry Note. The principal amount and the Guaranteed Interest are due and payable in seven equal monthly payments of $45,000, commencing on May 6, 2023, and continuing on the 6 th February Convertible Notes On February 17, 2023, the Company entered into a securities purchase agreement (the “February Purchase Agreement”) with certain institutional buyers. Pursuant to the February Purchase Agreement, the Company issued senior convertible notes in the aggregate principal amount of $4,080,000, which notes shall be convertible into shares of common stock at the lower of (a) 120% of the closing price of the common stock on the day prior to closing, or (b) a 10% discount to the lowest daily volume weighted average price (“VWAP”) reported by Bloomberg of the common stock during the 10 trading days prior to the conversion date. On February 17, 2023, the initial investor under the February Purchase Agreement purchased a senior convertible promissory note (the “February Note”) in the original principal amount of $2,500,000 and a warrant to purchase 29,434,850 shares of the Company’s common stock. The maturity date of the February Note is February 21, 2024 (the “Maturity Date”). The February Note bears interest at a rate of 5% per annum. The February Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the February Note. The Company also issued a warrant to the initial investor that is exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expires five years from the date of issuance. April Convertible Note Pursuant to the February Purchase Agreement, on April 10, 2023, an investor purchased a senior convertible promissory note (the “April Note”) in the original principal amount of $1,500,000 and the Company issued warrants for the purchase of up to 17,660,911 shares of the Company’s common stock to the investor. The April Note bears interest at a rate of 5% per annum. The April Note carries an original issue discount of 2%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the April Note. May Convertible Notes On May 26, 2023, the Company entered into that certain Securities Purchase Agreement (the “May Purchase Agreement”) with certain institutional investors (the “May Investors”), pursuant to which the May Investor purchased a senior convertible promissory note in the aggregate original principal amount of $1,714,285.71 (the “May Note”) and warrants to purchase 44,069,041 shares of the Company’s common stock (the “May Warrants”). The May Note matures 12 months after issuance and bear interest at a rate of 5% per annum, as may be adjusted from time to time in accordance with Section 2 of the May Note. The May Note have an original issue discount of 30%. The Company may not prepay any portion of the outstanding principal amount, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any, except as specifically permitted by the terms of the May Note. At any time, the Company shall have the right to redeem all, but not less than all, of the amount then outstanding under the May Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (as defined in the Note) (a “Company Optional Redemption”). The portion of the May Note subject to a Company Optional Redemption shall be redeemed by the Company in cash at a price equal to the greater of (i) 10% premium to the amount then outstanding under the May Note to be redeemed, and (ii) the equity value of our common stock underlying the May Note. The equity value of our common stock underlying the May Note is calculated using the greatest closing sale price of our common stock on any trading day immediately preceding such redemption and the date we make the entire payment required. The Company may exercise its right to require redemption under the May Note by delivering a written notice thereof by electronic mail and overnight courier to all, but not less than all, of the holders of May Note. The May Warrants are exercisable for shares of the Company’s common stock at a price equal to 120% of the closing sale price of the common stock on the trading day ended immediately prior to the closing date (the “May Warrant Exercise Price”) and expire five years from the date of issuance. The May Warrant Exercise Price is subject to customary adjustments for stock dividends, stock splits, recapitalizations and the like. August 2023 Note On July 31, 2023 (the “August Note Original Issue Date”), the Company entered into a securities purchase agreement (the “August Purchase Agreement”) with an accredited investor (the “August Investor”), pursuant to which the August Investor purchased a senior convertible promissory note in the original principal amount of $500,000 (the “August Note”). In addition, as an additional inducement to the August Investor for purchasing the August Note, the Company issued 21,000,000 shares of its common stock to the August Investor at the closing. These shares are being valued at the closing stock price on the date of grant with the relative fair value accounted for as a debt discount. The transactions contemplated under the August Purchase Agreement closed on August 4, 2023. The August Note matures on July 31, 2024 and bears interest at a rate of 10% per annum (the “Guaranteed Interest”), carries an original issue discount of 15% and has a conversion price of 90% per share of the lowest VWAP during the 20 trading day period before the conversion. The Company may prepay any portion of the outstanding principal amount and the guaranteed interest at any time and from time to time, without penalty or premium, provided that any such prepayment will be applied first to any unpaid collection costs, then to any unpaid fees, then to any unpaid Default Rate interest (as defined in the August Note), and any remaining amount shall be applied first to any unpaid guaranteed interest, and then to any unpaid principal amount. The August Investor was granted a right of first refusal as the exclusive party with respect to any Equity Line of Credit transaction or financing (an “Additional Financing”) that the Company enters into during the 24-month period after the August Note Original Issue Date. In the event the Company enters into an Additional Financing, the Company must provide notice to the August Investor not less than 10 trading days in advance of the proposed entry. If the August Investor accepts all usual and customary terms set forth in the Additional Financing notice, the August Investor must, within 20 trading days of receipt of the notice, prepare all relevant documents in respect thereof for execution and delivery by the Company, provided, however, that the Company’s outside counsel must prepare the relevant registration statement to be filed with the United States Securities and Exchange Commission no later than 45 days after the Company receives the documents. The August Note sets forth certain standard events of default (each such event, an “August Note Event of Default”), which, upon such August Note Event of Default, the principal amount and the guaranteed interest then outstanding under the August Note becomes convertible into shares of the Company’s common stock pursuant to a notice provided by the August Investor to the Company. At any time after the occurrence of an August Note Event of Default, the outstanding principal amount and the outstanding guaranteed interest then outstanding on the August Note, plus accrued but unpaid Default Rate (as defined in the August Note) interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become immediately due and payable at the August Investor’s option, in cash or in shares of the Company’s common stock at 120% of the outstanding principal amount of the August Note and accrued and unpaid interest, plus other amounts, costs, expenses and liquidated damages due in respect of the August Note. October 2023 Note On October 26, 2023, the Company entered into a Securities Purchase Agreement (the “ October Purchase October Investor On the First Closing Date, the Company issued 800,000 restricted shares of Common Stock to the Purchaser as additional consideration for the purchase of the First Note (the “First Note Commitment Shares”). Upon the closing of the Second Note, the Company will issue additional commitment shares in an amount calculated based on the price per share of the Common Stock at the time of funding of such Second Note (the “Second Note Commitment Shares,” and together with the First Note Commitment Shares, the “Commitment Shares”). In addition to the Commitment Shares, the Company agreed to issue 7,500,000 shares of Common Stock to the Purchaser (the “Returnable Shares”) for each Note. Each issuance of Returnable Shares is subject to recalculation based on the price per share of Common Stock at the time of funding for each Note, such that the economic value of each set of Returnable Shares shall be equal to the value of the initial set of Returnable Shares. For example, if on the Second Closing Date, the closing price of the Common Stock is 50% of the closing price of the Common Stock on the First Closing Date, the Company will be required to issue 15,000,000 Returnable Shares on the Second Note Closing Date. The Returnable Shares must be returned to the Company unless each Note enters into an uncured default during its term, or the Company is otherwise unable to repay each Note on or prior to maturity. The Company accounted for the above Convertible Notes according to ASC 815. For the derivative financial instruments that are accounted for as liabilities, the derivative liability was initially recorded at its fair value and is being re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For the warrants that were issued with each tranche of funding, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the warrants at inception and then calculates the relative fair value for each loan. The Company deducts the total value of all discounts (OID, value of warrants, discount for derivative) from the calculated derivative liability with any difference accounted for as a loss on debt issuance. For the year ended December 31, 2023, the Company recognized a total loss of the issuance of convertible debt of $2,676,526. From April 2023 through December 31, 2023, Walleye Opportunities Master Fund Ltd., converted $2,063,684 of the principal amount of the February Note into 97,450,000 shares of our common stock. The Company accounted for the conversions per ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20), resulting in a gain from conversion of debt of $881,660. The following table summarizes the convertible notes outstanding as of December 31, 2023: Convertible Debt Note Holder Date Maturity Date Interest Balance Additions Conversions / Repayments Balance Silverback Capital Corporation 3/31/2022 3/31/2023 8% $ 360,000 $ — $ (360,000) $ — Coventry Enterprises, LLC 12/29/2022 11/6/2023 5% 300,000 — (300,000) — Walleye Opportunities Fund 2/21/2023 2/21/2024 5% — 2,500,000 (2,063,684) 436,316 Walleye Opportunities Fund 4/10/2023 4/10/2024 5% — 1,500,000 — 1,500,000 Walleye Opportunities Fund 5/26/2023 5/26/2024 5% — 1,714,286 — 1,714,286 Coventry Enterprises, LLC 7/31/2023 7/31/2024 10% — 500,000 — 500,000 GS Capital Partners 10/26/2023 7/26/2024 12% — 330,000 — 330,000 Total $ 660,000 $ 6,544,286 $ (2,726,684) $ 4,480,602 Less debt discount $ (183,560) (1,701,403) Convertible note payable, net $ 476,440 $ 2,779,199 A summary of the activity of the derivative liability for the notes above is as follows: Schedule of Derivative Instruments Balance at December 31, 2022 $ — Increase to derivative due to new issuances 4,217,944 Decrease to derivative due to conversions (1,119,076 ) Decrease to derivative due to mark to market (2,500,562 ) Balance at December 31, 2023 $ 589,306 The Company uses the Black Scholes pricing model to estimate the fair value of its derivatives. A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy, as of December 31, 2023 is as follows: Schedule of Derivative Assets at Fair Value Inputs December 31, 2023 Initial Stock price $ 0.04 $ 0.0566 - 0.1075 Conversion price $ 0.0361 $ 0.0534 - 0.0591 Volatility (annual) 95.99 % 165.3 %- 170.53 % Risk-free rate 5.4 % 4.7 - 5.07 % Dividend rate — — Years to maturity 0.25 .87 -1 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS Daniel Bates, CEO On February 21, 2021, the Company amended the employment agreement with Daniel Bates, CEO. The amendment extended the term of his agreement from three years commencing May 27, 2020, to expire on May 27, 2025. As of December 31, 2023 and 2022, the Company owed Mr. Bates $189,000 and $220,000, respectively, for accrued compensation. The Company issued to Mr. Bates three separate promissory notes, 1) on August 1, 2022, for $1,000, 2) on September 15, 2022, for $35,040, and 3) on October 6, 2022, for $1,000. The notes bear interest at 8% and are due on demand. As of December 31, 2022, the Company repaid $20,000, for a balance due of principal and interest of $26,040 and $977. During the year ended December 31, 2023, Mr. Bates loaned the Company an additional $5,000. As of December 31, 2023, the loans and all accrued interest were repaid in full. On December 20, 2023, the Company granted Mr. Bates 20,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price on the date of grant, for total non-cash compensation expense of $788,000. Rachel Boulds, CFO The Company entered into a consulting agreement with Rachel Boulds, effective as of May 1, 2021, to serve as part-time Chief Financial Officer for compensation of $5,000 per month, which increased to $7,500 in June 2023. As of December 31, 2023 and 2022, the Company owes Ms. Boulds $0 and $25,000 for accrued compensation, respectively. On December 20, 2023, the Company granted Ms. Boulds 4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price on the date of grant, for total non-cash compensation expense of $157,600. Daniel Harris, Chief Revenue Officer As of December 31, 2023 and 2022, the Company owed Mr. Harris, $17,500 and $37,500, respectively, for accrued compensation. On December 20, 2023, the Company granted Mr. Harris 4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price on the date of grant, for total non-cash compensation expense of $157,600. John Owen Mr. Owen’s consulting agreement and his role as Chief Operating Officer were terminated effective as of November 21, 2022. Per the terms of the separation agreement with Mr. Owen, the Company acknowledges past due salary of $62,500. The Company made an initial payment of $2,500 and agreed to pay $5,000 a month beginning in January 2023. As of December 31, 2023, the Company owed Mr. Owen $0. Erfran Ibrahim, former CTO As of December 31, 2023 and 2022, the Company owed Mr. Ibrahim, $60,000 and $60,000, respectively, for accrued compensation. Michael Dorsey, Director As of December 31, 2023 and 2022, the Company owed Mr. Dorsey, $0 and $9,000, respectively, for accrued director fees. On December 20, 2023, the Company granted Mr. Dorsey 4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price on the date of grant, for total non-cash compensation expense of $157,600. During 2023, the Company paid $87,500 to Around the Corner, as a finder’s fee for the Clean Seas West Virginia project. Mr. Dorsey, is an owner of Around the Corner. Greg Boehmer, Director As of December 31, 2023 and 2022, the Company owed Mr. Boehmer, $0 and $4,500, respectively, for accrued director fees. In addition, the Company owes Mr. Boehmer $0 and $7,000, for consulting services as of December 31, 2023 and 2022. On December 20, 2023, the Company granted Mr. Boehmer 4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price on the date of grant, for total non-cash compensation expense of $157,600. Bart Fisher, Director On February 23, 2023. Mr. Fisher was granted 500,000 shares of common stock. The shares were valued at $0.122, the closing stock price on the date of grant, for total non-cash stock compensation of $61,000. On December 20, 2023, the Company granted Mr. Fisher 4,000,000 shares of common stock for services. The shares were valued at $0.0394, the closing stock price on the date of grant, for total non-cash compensation expense of $157,600. Green Invest Solutions Ltd. During September 2023, a $70,000 note was issued to Green Invest Solutions Ltd. which is managed by the same individuals as Clean-Seas Morocco. The loan is considered to be short-term and is not accruing interest. Management of Clean-Seas Morocco On occasion, management of Clean-Seas Morocco provides funds to the company for general operations. As of December 31, 2023, $549,946 was due to management. There are no agreements and no interest rates applied. Note Payable Pursuant to the Morocco Purchase Agreement, Clean-Seas paid an aggregate purchase price of $6,500,000 for the Morocco Acquisition, of which (i) $2,000,000 was paid on the Morocco Closing Date and (ii) the remaining $4,500,000 is to be paid to Ecosynergie Group over a period of ten (10) months from the Morocco Closing Date. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock | |
COMMON STOCK | NOTE 9 – COMMON STOCK The Company has entered into three consulting agreements that required the issuance of a total of 31,251 shares of common stock per month through December 2023. For the year ended December 31, 2023, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $17,126. As of December 31, 2023, the shares due have not been issued by the transfer agent and are included in common stock to be issued. The Company has entered into a consulting agreement that requires the issuance of 5,000 shares of common stock per month beginning February 2022. For the year ended September 30, 2023, the shares were valued at the closing stock price on the date of grant for total non-cash stock compensation of $2,650. As of December 31, 2023, the shares due have not been issued by the transfer agent and are included in common stock to be issued. In addition to the monthly shares granted the Company also granted the following: On January 26, 2023, the Company issued a total of 10,500,000 shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant to the Signed Securities Purchase Agreements on January 26, 2023, for total cash proceeds of $210,000. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance. On January 30, 2023, the Company granted 1,000,000 shares of common stock for services. The shares were valued at $0.063, the closing stock price on the date of grant, for total non-cash compensation expense of $62,800. On February 16, 2023, the Board of Directors approved a special dividend of five shares of the Company's common stock for every one hundred shares of common stock issued and outstanding (the "Dividend"). The record date for the Dividend is February 27, 2023, and the payment date is March 13, 2023. The shares were valued at $0.068, for a total value of $1,483,528, which has been debited to the accumulated deficit. On February 21, 2023, Silverback Capital Corporation fully converted its note dated March 31, 2022, with principal and interest of $360,000 and $25,723, respectively, into 19,286,137 shares of common stock. On February 22, 2023, the Company issued 6,250,000 shares of common stock and warrants to purchase up to 6,250,000 additional shares of common stock, to an individual pursuant to the Signed Securities Purchase Agreement, for total cash proceeds of $125,000. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance. On February 23, 2023, the Company granted 600,000 shares of common stock for services. The shares were valued at $0.122, the closing stock price on the date of grant, for total non-cash compensation expense of $73,200. On March 7, 2023, the Company granted 850,000 shares of common stock for services. The shares were valued at $0.068, the closing stock price on the date of grant, for total non-cash compensation expense of $57,375. On March 17, 2023, the Company granted 3,000,000 shares of common stock for services. The shares were valued at $0.065, the closing stock price on the date of grant, for total non-cash compensation expense of $194,400. From April 2023 through September 30, 2023, Walleye Opportunities Master Fund Ltd., converted $2,063,684 of the principal amount of the February Note into 97,450,000 shares of our common stock. On July 6, 2023, the Company issued Brad Listermann 430,000 shares of common stock. The shares were issued per the terms of a Settlement Agreement effective June 13, 2023. On July 18, 2023, the Company issued 6,000,000 shares of common stock for services. The shares were valued at $0.03, the closing stock price on the date of grant, for total non-cash compensation expense of $181,800. On July 24, 2023, the Company issued 5,725,000 shares of common stock for conversion of a loan payable in the amount $114,500. On August 1, 2023, the Company granted 500,000 shares of common stock for services. The shares were valued at $0.025, the closing stock price on the date of grant, for total non-cash compensation expense of $12,650. On August 29, 2023, the Company granted 500,000 shares of common stock for services. The shares were valued at $0.021, the closing stock price on the date of grant, for total non-cash compensation expense of $10,600. On September 15, 2023, the Company granted 5,000,000 shares of common stock for services. The shares were valued at $0.026, the closing stock price on the date of grant, for total non-cash compensation expense of $130,000. On September 26, 2023, the Company entered into the Dorado Purchase Agreement with Dorado. Pursuant to which the Company issued and sold to Dorado (i) 10,000,000 shares of Common Stock to the Dorado at a purchase price of $0.0198 per share, or $198,000 in the aggregate, and (ii) 5,000,000 shares of restricted Common Stock to Dorado. On October 26, 2023, the Company issued 800,000 shares of common stock to GS Capital, pursuant to the terms of a Securities Purchase Agreement (Note 7). On November 4, 2023, the Company granted 559,441 shares of common stock for services. The shares were valued at $0.0425, the closing stock price on the date of grant, for total non-cash compensation expense of $23,776. On December 20, 2023, the Company granted 37,000,000 bonus shares of common stock for service to some of its service providers. The shares were valued at $0.0394, the closing stock price on the date of grant, for total non-cash compensation expense of $1,457,800. Refer to Note 8 for shares issued to related parties. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 10 – PREFERRED STOCK The Company is authorized to issue 10,000,000 shares of Preferred Stock at $0.001 par value per share with the following designations. Series A Redeemable Preferred Stock On September 21, 2020, the Company created a series of Preferred Stock designating 2,000,000 shares as Series A Redeemable Preferred Stock ranks senior to the Company’s Common Stock upon the liquidation, dissolution or winding up of the Company. The Series A Preferred Stock does not bear a dividend or have voting rights and is not convertible into shares of our Common Stock. Series B Preferred Stock On December 14, 2020, the Company designated 2,000,000 shares of its authorized preferred stock as Series B Convertible, Non-voting Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock does not bear a dividend or have voting rights. The Series B Preferred Stock automatically converted into shares of common stock on January 1, 2023, at the rate of 10 shares of common stock for each share of Series B Preferred Stock; however, due to an ongoing dispute with certain holders of the Series B Preferred Stock, which is expected to be resolved through binding arbitration in December 2023, such conversion has not been effectuated as of the date hereof. Holders of our Series B Preferred Stock have anti-dilution rights protecting their interests in the Company from the issuance of any additional shares of capital stock for a two year period following conversion of the Series B Preferred Stock calculated at the rate of 20% on a fully diluted basis. On December 17, 2020, the Company entered into a three-year consulting agreement with Leonard Tucker LLC. Per the terms of the agreement, Leonard Tucker LLC Series C Preferred Stock On February 19, 2021, the Company amended its Articles of Incorporation whereby 2,000,000 shares of preferred stock were designated Series C Convertible Preferred Stock. The holders of the Series C Convertible Preferred Stock are entitled to 100 votes and shall vote together with the holders of common stock. Each share of the Series C Convertible Preferred Stock automatically converted into ten shares of common stock on January 1, 2023; however, such conversion has not been effectuated as of the date hereof. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
WARRANTS | NOTE 11 – WARRANTS On October 6, 2022, the Company issued warrants to purchase up to 40,000 shares of common stock in conjunction with the issuance of a note payable. The warrants are exercisable for 3 years with an exercise price of $0.01. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity. January 26, 2023, the Company issued a total of 10,500,000 shares of common stock and warrants to purchase up to 10,500,000 additional shares of common stock, to four individuals pursuant to a Securities Purchase Agreement signed on January 26, 2023, for total cash proceeds of $210,000. The warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expire three years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $134,836, which has been accounted for in additional paid in capital. On February 17, 2023, the investor under that certain Securities Purchase Agreement (the “February Purchase Agreement”) purchased a senior convertible promissory note in the original principal amount of $2,500,000 and a warrant to purchase 29,424,850 shares of the Company’s common stock (the “February Warrant”). The February Warrant is exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expires five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $1,381,489 which has been accounted for in additional paid in capital. On February 22, 2023, the Company entered into and closed on those certain Securities Purchase Agreements with five (5) investors (the “Reg. D Investors”), pursuant to which the Company issued 6,250,000 shares of common stock and warrants to purchase up to 6,250,000 additional shares of common stock (the “Reg. D Warrants”) for total cash proceeds of $125,000. The Reg. D Warrants are exercisable for shares of the Company’s common stock at a price of $0.03 per share and expires three years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $193,063 which has been accounted for in additional paid in capital. Pursuant to the February Purchase Agreement, on April 10, 2023, the Company issued a senior convertible promissory note in the original principal amount of $1,500,000 and warrants to purchase 17,660,911 shares of the Company’s common stock (the “April Warrants”). The April Warrants are exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expire five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $587,384 which has been accounted for in additional paid in capital. On May 26, 2023, the Company entered into that certain Securities Purchase Agreement (the “May Purchase Agreement”) with certain institutional investors (the “May Investors”), pursuant to which the May Investors purchased senior convertible promissory notes in the aggregate original principal amount of $1,714,285.71 and warrants to purchase 44,069,041 shares of the Company’s common stock (the “May Warrants”). The May Warrants are exercisable for shares of the Company’s common stock at a price of $0.0389 per share and expire five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $760,980 which has been accounted for in additional paid in capital. Share-Based Payment Arrangement, Activity Number of Weighted Weighted Average Intrinsic Value Outstanding, December 31, 2021 — — — Issued 9,040,000 $ 0.02 2.49 Cancelled — $ — — Exercised — $ — — Outstanding, December 31, 2022 9,040,000 $ 0.02 2.25 Issued 107,904,802 $ 0.04 4.46 Cancelled — $ — — Exercised — $ — — Outstanding, December 31, 2023 116,944,802 $ 0.037 4.25 $ 345,500 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Project Finance Arrangement On November 4, 2022, the Company entered into a consulting agreement (the “Agreement”) with Edge Management, LLC (“Edge”), a services firm based in New York City. Under the Agreement, Edge will assist us to develop, structure and implement project finance strategies (“Project Finance”) for our clean energy installations around the world. Financing strategies will be in amounts and upon terms acceptable to us, and may include, without limitation, common and preferred equity financing, mezzanine and other junior debt financing, and/or senior debt financing, including but not limited to one or more bond offerings (“Project Financing(s)”). Under the Agreement, Edge is engaged as our exclusive representative for Project Financing matters. Edge is entitled to receive a cash payment for any Project Financing involving as follows: 5% of the gross amount of the funding facilities (up to $500 million) of all forms approved by the lender (“Lender”) introduced by Edge and or its affiliates and accepted by the Company on closing (“Closing”), 4% of the gross amount of the funding facilities (for the tranche of funding ranging from $500,000,001 to $1,000,000,000) approved by the Lender introduced by Edge and or its affiliates and accepted by the Company on Closing, and 3% of the subsequent gross amount ($1,000,000,001 and greater) of the funding facilities of all forms approved by the Lender introduced by Edge and/or its affiliates and accepted by the Company on Closing. In addition to the cash consulting fee, Edge shall be issued cashless, five-year warrants equal to: 2% (at a strike price to be mutually determined by the Parties for the first tranche of funding, up to $500 million), 1% (at a strike price to be mutually determined by the Parties for the tranche of funding ranging from $500,000,001 to $1,000,000,000), and 1% (at a strike price to be mutually determined by the Parties for any and all subsequent Debt Funding ($1,000,000,001 and greater)) of the outstanding common and preferred shares, warrants, options, and other forms of participation in the our Company on Closing.. The Agreement has an initial term of one (1) year and is cancellable by either party on ninety (90) days written notice. There is no guarantee that Edge will be successful in helping us obtain Project Financing. Legal Proceedings Presently, except as described below, there are not any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it. On January 30, 2023, Leonard Tucker, LLC (“Tucker”), one of the holders of the Company’s Series B Convertible Non-Voting Preferred Stock (the “Series B Preferred Stock”) filed an action against the Company (the “Tucker Litigation”) in the Second Judicial District Court of the State of Nevada (Case No. CV23-00188) alleging breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment, specific performance and declaratory relief (the “Tucker Complaint”). The Tucker Litigation arises from the 3-year Consulting Agreement the Company entered into with Tucker on December 17, 2020 (the “Tucker Agreement”), whereby Tucker agreed to perform certain strategic and business development services to the Company in exchange for 2,000,000 shares of Series B Preferred Stock and a consulting fee of $20,000 per month. The 2,000,000 shares of Series B Preferred Stock automatically converted into 20,000,000 shares of the Company’s common stock (the “Common Stock”) on January 1, 2023. The Company’s Transfer Agent was instructed to not issue the shares of Common Stock because of the ongoing dispute between the Company and Tucker regarding Tucker’s ability to perform under the Tucker Agreement due to, among other things, the action filed by the SEC against Profile Solutions, Inc., Dan Oran and Tucker on September 9, 2022 in the United States District Court Southern District of Florida (Case No. 1:22-cv-22881) alleging, among other things, that Tucker violated Section 17(a)(1) and 17(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”) and aided and abetted violations of Section 10(b) and Rule 10-b5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Tucker is seeking, among other things, that the Company issue the shares of Common Stock issuable upon conversion of the Series B Preferred Stock pursuant to the Tucker Agreement. The Company is contesting all of the allegations set forth in the Tucker Complaint. On February 24, 2024, the Company removed the Tucker Litigation to the United States District of Nevada (Case No. 2:23-cv-00296). On February 27, 2024, the Company filed counterclaims against Tucker and its principal, Leonard Tucker (the “Company Complaint”), wherein the Company sought a judgment against Tucker declaring the Tucker Agreement unenforceable and invalid, as well as damages related to its claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, and breach of duty against both Tucker and its principal. On March 10, 2023, the parties subsequently stipulated to stay the Tucker Litigation to attend binding arbitration. On January 31, 2024, the arbitrator entered an interim award in favor of the Company related to a discovery dispute in the arbitration for the sum of $19,625.00. On January 25, 2024, the arbitrator entered her decision (the “Decision”) regarding the parties relative liability in the Tucker Litigation. Overall, the Decision concluded that the Company substantially prevailed on its claims, counterclaims, and defenses in the Tucker Litigation. First, the Decision concluded that the Company prevailed on its claim that the Tucker Agreement is invalid and unenforceable; and further concluded that the Company prevailed against Tucker on each of Tucker’s causes of action based on the Tucker Agreement, including Tucker’s claims for breach of contract, breach of the breach of the implied covenant of good faith and fair dealing, specific performance, and declaratory relief. Second, the Decision concluded no fraud or breach of duty with respect to Tucker and its principal; and further concluded that Tucker may be entitled to retain the compensation paid by the Company for its services under an unjust enrichment theory, in an amount to be determined. Based on the forgoing Decision, the arbitrator ordered the parties to the Tucker Litigation to submit supplementary briefing regarding their respective available remedies. On April 15, 2024, the arbitrator heard the parties arguments on the supplementary briefing regarding remedies and ruled (i) 100% of the shares issued to Tucker as compensation under the Tucker Agreement be cancelled as a result of the Tucker Agreement being invalid and unenforceable and (ii) Tucker was entitled to unjust enrichment damages in an amount equal to the monthly fee under the Tucker Agreement for the period of engagement until the Company retained a licensed broker dealer to replace the services being performed under the Tucker Agreement. As a result, the Company is required to pay Tucker the amount of $375, calculated as $20,000 fee owed to Tucker, minus the $19,625 awarded to the Company as a result of the discovery dispute on January 31, 2024 . Non-Related Party Consulting Agreements The following is a summary of compensation related to consulting agreements in 2023. Schedule of Share-Based Payment Stock Compensation Consultant Current Contract Date # Shares Value 2023 Compensation Owed as of John Shaw 3/1/2021 — $ — $ 45,000 $ — Chris Galazzi 5/2/2021 125,004 $ 5,790 $ 67,500 $ 22,500 Venkat Kumar Tangirala 1/1/2022 — $ — $ 45,000 $ 30,000 Alpen Group LLC 1/1/2022 60,000 $ 2,650 $ 45,000 $ 45,000 Strategic Innovations 1/1/2023 — — $ 30,000 $ — Fraxon Marketing 3/15/2023 — — $ 90,000 $ — West Virginia State Incentive Package On June 12, 2023, Clean-Seas announced that it secured $12 million in state incentives, which includes $1.75 million in cash to establish a PCN facility outside of Charleston, West Virginia. Clean-Seas West Virginia, Inc., a West Virginia corporation (“Clean-Seas West Virginia”), has an existing feedstock supply agreement for 100 TPD of post-industrial plastic waste and is planned to be a PCN hub servicing the Mid-Atlantic states. The project will commence in phases, Phase 1 being 100 TPD, scaling up to 500 TPD. Additional project finance capital is in the process of being secured and the Company received the $1.75 million cash disbursement on September 25, 2023. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 13 – INCOME TAX Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used. Net deferred tax assets consist of the following components as of December 31: Schedule of Deferred Tax Assets and Liabilities 2023 2022 Deferred Tax Assets: NOL Carryover $ (7,887,135 ) $ (3,443,812 ) Payroll accrual 72,200 134,700 Deferred tax liabilities: Less valuation allowance 7,814,935 3,309,112 Net deferred tax assets $ — $ — The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, due to the following: Schedule of Components of Income Tax Expense 2023 2022 Book loss $ (2,551,900 ) $ (1,277,100 ) Other nondeductible expenses 1,147,200 678,700 Related party accrual — — Valuation allowance 1,404,700 598,400 $ — $ — At December 31, 2023, the Company had net operating loss carry forwards of approximately $ 10,404,000 that may be offset against future taxable income. NOLs from tax years up to 2017 can be carried forward twenty years. Under the CARES Act, the Company can carry forward NOLs indefinitely for NOLs generated in a tax year beginning after 2017, that remain after they are carried back to tax years in the five-year carryback period. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 14 - DISCONTINUED OPERATIONS In accordance with the provisions of ASC 205-20, Presentation of Financial Statements Disposal Groups, Including Discontinued Operations December 31, 2023 December 31, 2022 Current Liabilities of Discontinued Operations: Accounts payable $ 49,159 $ 49,159 Accrued expenses 6,923 6,923 Loans payable 11,011 11,011 Total Current Liabilities of Discontinued Operations: $ 67,093 $ 67,093 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date of this Annual Report and has determined that it has the following material subsequent events to disclose in these consolidated financial statements. In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date of this Annual Report and has determined that it has the following material subsequent events to disclose in these consolidated financial statements. January 2024 Financing On January 9, 2024, the Company entered into a Securities Purchase Agreement (the “January Agreement”) with an accredited investor (the “Purchaser”) whereby the Company agreed to sell, and the Purchaser agreed to purchase, up to 15,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate purchase price of up to $300,000, or $0.02 per share. Pursuant to the January Agreement, which became effective on January 17, 2024, the Purchaser paid $100,000 to the Company in exchange for 5,000,000 shares of Common Stock. ClearThink Financing On February 12, 2024, the Company entered into a (i) Securities Purchase Agreement (the “SPA”) with ClearThink Capital LLC (“ClearThink”) and (ii) STRATA Purchase Agreement (the “STRATA Agreement” and together with the SPA, collectively, the “ClearThink Agreements”) with the Investor. SPA Pursuant to the SPA, the Company agreed to sell, and ClearThink agreed to purchase, two (2) separate 12% convertible notes of the Company (the first such note, the “First Note Tranche,” the second such note, the “Second Note Tranche,” and collectively, the “ClearThink Notes”) in the aggregate principal amount of $440,000 (each such ClearThink Note being in the amount of $220,000.00 and containing an original issue discount of $20,000, resulting in the purchase price of each such ClearThink Note being $200,000.00), which are convertible Common Stock. In addition, the Company agreed to issue 3,100,000 shares of restricted Common Stock (the “Commitment Shares”) to ClearThink as additional consideration for the First Note Tranche and as an inducement for the Investor to enter into the STRATA Agreement; provided however The First Note Tranche was issued on February 12, 2024 and the Second Note Tranche shall be issued within three (3) days after the Company’s filing of the Resale Registration Statement. While any of the securities issued or issuable under the SPA are outstanding, upon any issuance by the Company or any of its subsidiaries of any security, or amendment to a security that was originally issued before the SPA Closing Date, with any term that the Investor reasonably believes is more favorable to the Investor of such security or with a term in favor of the Investor of such security that the Investor reasonably believes was not similarly provided to ClearThink in the ClearThink Note, (i) the Company shall notify the Investor of such additional or more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (i) such term, at Investor's option, shall become a part of the transaction documents with the Investor (regardless of whether the Company complied with the notification provision herein). The types of terms contained in another security that may be more favorable to the Investor of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue discounts, conversion or exercise prices warrant coverage and pricing, commitment shares and similar terms and conditions. The ClearThink Note contains a principal amount of $220,000.00 (the “Principal”) with guaranteed interest (the “Interest”) at a rate of twelve percent (12%) per calendar year from the date of issuance. All Principal and Interest, along with any and all other amounts, shall be due and owing on November 12, 2024 (the “Maturity Date”), with a lump-sum interest payment equal to $26,400 payable on the SPA Closing Date, which is added to the principal balance and payable by the Company on the Maturity Date or upon acceleration or by prepayment or otherwise, notwithstanding the number of days which the Principal is outstanding. Unless the Investor elects to convert the Note into shares of Common Stock, Principal payments shall be made in four installments, each in the amount of $50,000 commencing on the one hundred eightieth (180 th Trillium Financing On February 15, 2024, the Company entered into a Securities Purchase Agreement (the “Trillium Agreement”) with Trillium Partners L.P. (“Trillium”), whereby the Company issued and sold to Trillium (i) a promissory note (the “Trillium Note”) in the aggregate principal amount of $580,000.00 (which includes $87,500.00 of Original Issue Discount) (the “Trillium Principal”), convertible into Common Stock, upon default, upon the terms and subject to the limitations and conditions set forth in such Trillium Note, and (ii) 4,000,000 restricted shares of Common Stock (the “Commitment Shares”). Although the Trillium Agreement was dated and signed on February 15, 2024, it did not become effective until the conditions set forth in Section 6 and Section 7 of the Agreement were satisfied, which occurred on February 22, 2024 (the “ Closing Date”). The maturity date of the Trillium Note is January 15, 2025 (the “Trillium Maturity Date”) and a one-time interest charge of ten percent (10%) or $58,000 (the “Trillium Interest Rate”) shall be applied to the Trillium Principal on the date of issuance. The Company has the right to prepay the Trillium Note in full at any time with no prepayment penalty. Accrued, unpaid Trillium Interest and outstanding Trillium Principal, subject to adjustment, shall be paid in seven payments, each in the amount of $91,142.86 (a total payback to the Holder of $638,000.00). At any time following an Event of Default (as defined in the Trillium Note), Trillium has the right to convert all or any part of the outstanding and unpaid amount of the Trillium Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the date of issuance, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified at the conversion price determined as provided herein (a “Conversion”), provided, that such Conversion or Conversions do not result in Trillium beneficially owning more than 9.99% of the outstanding shares of Common Stock. Pursuant to the Trillium Note, the conversion price (the “Trillium Conversion Price”) is equal to the lower of: (i) the Fixed Conversion Price; (ii) the Variable Conversion Price; and (iii) the Alternative Conversion Price. The Company agreed to initially reserve from its authorized and unissued Common Stock, 72,000,000 shares of Common Stock (the “Reserve Amount”), which Reserve Amount shall be increased from time to time in accordance with the terms of the Trillium Note. Under the terms of the Trillium Agreement, the Company agreed to use its best efforts to effect the registration and the sale of the Commitment Shares and the Conversion Shares (collectively, the “Registerable Securities”) by filing with the SEC an amendment to its Registration Statement on Form S-1 (as initially filed with the SEC on November 3, 2023 as amended on December 15, 2023) with respect to such Registrable Securities. March 2024 Financing On February 17, 2023, the Company entered into a Securities Purchase Agreement (the “Prior Agreement”) with Walleye Opportunities Master Fund Ltd. (the “March Investor”) for the sale of up to $4,000,000 in aggregate principal amount of senior convertible promissory notes and warrants to acquire shares Common Stock. The initial closing under the Prior Agreement occurred on February 21, 2023 when the Company issued to the March Investor (i) a senior convertible promissory note in the principal amount of $2,500,000 (the “Existing Note”) and (ii) warrants to purchase up to 29,434,850 shares of Common Stock (the “Existing Warrant”). On March 25, 2024 (the “Issue Date”), the Company and March Investor entered into a Securities Purchase Agreement (the “March Purchase Agreement”), whereby: (i) the Company issued to the March Investor (a) a convertible note in the aggregate principal amount of $666,666 (the “March 2024 Note”), and (b) a warrant initially exercisable to acquire up to 22,222,220 shares of Common Stock at an exercise price of $0.03 per share (the “March 2024 Warrant”); and (ii) the parties agreed to amend and restate the Existing Note and Existing Warrant as discussed below. March 2024 Note At any time on or after the Issue Date, the March Investor shall be entitled to convert any portion of the outstanding Conversion Amount (as defined in the March 2024 Note) into validly issued, fully paid and non-assessable shares of Common Stock at a conversion price equal to $0.03 per share, subject to adjustment as set forth in the March 2024 Note. Interest accruing on the March 2024 Note is payable to the March Investor in shares of Common Stock; provided, however, that the Company may pay any such interest in cash or in a combination of cash and shares of Common Stock. The March 2024 Note bears interest at a rate of 5% per annum, as may be adjusted from time to time, and matures on October 1, 2024 (the “March Note Maturity Date”); provided, however, that the March Note Maturity Date may be extended at the option of the Investor as provided in the March 2024 Note. The Company shall have the right to redeem all, but not less than all, of the amount then outstanding under the March 2024 Note at any time. Any redemption shall be made by the Company in cash at a price equal to the greater of (i) 120% of the Conversion Amount (as defined in the March 2024 Note), and (ii) the product of (1) the Conversion Rate (as defined in the March 2024 Note) with respect to the Conversion Amount being redeemed multiplied by (2) the greatest closing sale price of the Common Stock on any trading day immediately preceding the date such redemption payment is made. Upon the occurrence of an Event of Default under the March 2024 Note, the Investor may require the Company to redeem all or any portion of the March 2024 Note, regardless of whether such Event of Default has been cured. March 2024 Warrant The March 2024 Warrant (i) is exercisable for the purchase of up to 22,222,220 shares of Common Stock at an exercise price of $0.03 per share, subject to customary adjustments, and (ii) expires five years from the date of issuance. Registration Rights Agreement On the Issue Date, the Company and the March Investor entered into a registration rights agreement (the “RRA”), pursuant to which the Company agreed to file with the SEC, within 45 days after the Issue Date, a registration statement covering the resale of all securities issuable to the March Investor under the March Purchase Agreement. Amended and Restated Note In connection with the March Purchase Agreement, the Company and March Investor amended and restated the Existing Note as set forth in that certain Amended and Restated Convertible Note dated March 25, 2024 (the “A&R Note). At any time, the March Investor shall be entitled to convert any portion of the outstanding Conversion Amount (as defined in the A&R Note) into validly issued, fully paid and non-assessable shares of Common Stock at a conversion price equal to $0.03 per share, subject to adjustment as set forth in the A&R Note. Interest accruing on the A&R Note is payable to the March Investor in shares of Common Stock; provided, however, that the Company may pay any such interest in cash or in a combination of cash and shares of Common Stock. The A&R Note bears interest at a rate of 5% per annum and matures on December 1, 2024 (the “A&R Note Maturity Date”); provided, however, that the A&R Note Maturity Date may be extended at the option of the as provided in the A&R Note). The Company shall have the right to redeem all, but not less than all, of the amount then outstanding amount under the A&R Note at any time. Any redemption shall be made by the Company in cash at a price equal to the greater of (i) 120% of the Conversion Amount (as defined in the A&R Note), and (ii) the product of (1) the Conversion Rate (as defined in the A&R Note) with respect to the Conversion Amount being redeemed multiplied by (2) the greatest closing sale price of our Common Stock on any trading day immediately preceding the date such redemption payment is made. Amended and Restated Warrant In connection with the Purchase Agreement, the Company and March Investor agreed to amend and restate the Existing Warrant as set forth in that certain Amended and Restated Warrant to Purchase Common Stock dated March 25, 2024 (the “A&R Warrant). The A&R Warrant is exercisable for the purchase of up to 22,222,220 shares of Common Stock at an exercise price of $0.03 per share, subject to customary adjustments, and (ii) expires five years from the Issue Date. All capitalized terms not defined herein shall have their respective meanings as set forth in the March Purchase Agreement, the March 2024 Note, the March 2024 Warrant, the RRA, the A&R Note, and the A&R Warrant which were filed as Exhibits 10.1, 4.1, 4.2, 4.3, 10.2, 4.3 and 4.4, respectively, to the Current Report on Form 8-K filed with the SEC on March 29, 2024. On February 9, 2023, the Company issued 455,840 shares of common stock for services. On March 4, 2023, the Company issued Silverback 2,181,818 shares of common stock for a cashless exercise of warrants. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of December 31, 2023, the Company had $ 37,496 of cash in excess of the FDIC’s $ 250,000 coverage limit. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended December 31, 2023 and 2022. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements for the year ended December 31, 2023, include the accounts of the Company and its wholly owned subsidiaries, Clean-Seas, Inc., Clean-Seas India Private Limited, Clean-Seas Group, Endless Energy, Inc., EcoCell, Inc., |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2023. |
Translation Adjustment | Translation Adjustment The accounts of the Company’s subsidiary Clean-Seas India are maintained in Rupees and the accounts of Clean-Seas Morocco in Moroccan dirham. In accordance with the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, members’ capital are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement. |
Comprehensive Income | Comprehensive Income The Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of members’ capital, except those due to investments by members, changes in paid-in capital and distributions to members. Comprehensive income is included in net loss and foreign currency translation adjustments. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2023, there are warrants to purchase up to 116,944,802 shares of common stock and approximately 120,140,000 dilutive shares of common stock from a convertible notes payable. As of December 31, 2023 and 2022, there are 20,000,000 and 20,000,000 potentially dilutive shares of common stock, respectively, if the Series C preferred stock were to be converted. There are 2,000,000 shares of Series B preferred stock outstanding. The Series B Preferred Stock can automatically be converted on January 1, 2023, into shares of common stock at the rate of 10 shares of Common Stock for each share of Preferred Stock. As of December 31, 2023 and 2022, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. |
Stock-Based Compensation | Stock-Based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. |
Goodwill | Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations In accordance with ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable represents the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2023: Fair Value Measurements, hierarchy Description Level 1 Level 2 Level 3 Derivative $ — $ — $ 598,306 Total $ — $ — $ 598,306 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. Our business model is focused on generating revenue from the following sources: (i) Service revenue from the recycling services we provide (ii) Revenue generated from the sale of commodities (iii) Revenue generated from the sale of environmental credits (iv) Revenue generated from royalties and/or the sale of equipment As of December 31, 2023, our operations in Morocco had generated approximately $257,000 in revenue, with a gross margin of approximately $ 163,000 from the sale of commodities (the provision of pyrolysis services and its sale of byproducts). During 2023, 91% of revenue was from three parties, one of which is under control of the management of Clean-Seas Morocco. As of December 31, 2023, we did not generate revenue from any other sources. |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2023, and 2022, no liability for unrecognized tax benefits was required to be reported. |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are amounts due from customers under normal trade terms. After assessing the creditworthiness of our customers and considering our historical experience, anticipated future operations, and prevailing economic conditions, we have determined that the application of the current expected credit loss (CECL) methodology would be immaterial to our financial statements. Consequently, no allowance for credit losses has been recorded as of the year-end. The absence of a recorded allowance for credit losses reflects our judgment that potential credit losses on outstanding receivables are negligible. As of December 31, 2023, approximately 77% of accounts receivable are due from one customer. |
Inventory | Inventory Inventory consists of plastic bottles that are acquired at no cost and are held for use in our pyrolysis process, which converts these materials into pyrolysis oil, carbon char, and other commodities. In accordance with U.S. Generally Accepted Accounting Principles (GAAP), these bottles are recorded at the lower of cost or market. Since the acquisition cost of the bottles is zero, and there is no significant alternative market value attributable to these materials before conversion, the carrying value of this inventory is recorded at $0 on our consolidated balance sheets. The absence of a recorded cost for the plastic bottles does not reflect their importance to our production process or potential value of the end products. This accounting treatment is specific to the characteristics of the materials used and does not imply any underlying concerns about the viability or value of the final products produced through our pyrolysis process. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Fair Value Measurements, hierarchy | Fair Value Measurements, hierarchy Description Level 1 Level 2 Level 3 Derivative $ — $ — $ 598,306 Total $ — $ — $ 598,306 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Consideration Consideration issued $ 6,500,000 Identified assets and liabilities Cash 11,093 Prepaid and other assets 218,225 Accounts receivable 221,820 Property and equipment, net 4,774,315 Accounts payable (37,195 ) Accrued expenses (835,252 ) Loans payable (789,827 ) Lines of credit (336,948 ) Total identified assets and liabilities 3,226,231 Minority interest 1,580,853 Excess purchase price allocated to goodwill $ 12,141,194 |
PROPERTY & EQUIPMENT (Tables)
PROPERTY & EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment December 31, December 31, Pyrolysis unit $ 185,700 $ 185,700 Equipment 436,532 55,676 Buildings and fixtures 439,411 — Land 3,867,095 — Office furniture 989 — Less: accumulated depreciation (100,161 ) — Property and equipment, net $ 1,255,321 $ 241,376 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Debt | Convertible Debt Note Holder Date Maturity Date Interest Balance Additions Conversions / Repayments Balance Silverback Capital Corporation 3/31/2022 3/31/2023 8% $ 360,000 $ — $ (360,000) $ — Coventry Enterprises, LLC 12/29/2022 11/6/2023 5% 300,000 — (300,000) — Walleye Opportunities Fund 2/21/2023 2/21/2024 5% — 2,500,000 (2,063,684) 436,316 Walleye Opportunities Fund 4/10/2023 4/10/2024 5% — 1,500,000 — 1,500,000 Walleye Opportunities Fund 5/26/2023 5/26/2024 5% — 1,714,286 — 1,714,286 Coventry Enterprises, LLC 7/31/2023 7/31/2024 10% — 500,000 — 500,000 GS Capital Partners 10/26/2023 7/26/2024 12% — 330,000 — 330,000 Total $ 660,000 $ 6,544,286 $ (2,726,684) $ 4,480,602 Less debt discount $ (183,560) (1,701,403) Convertible note payable, net $ 476,440 $ 2,779,199 |
Schedule of Derivative Instruments | Schedule of Derivative Instruments Balance at December 31, 2022 $ — Increase to derivative due to new issuances 4,217,944 Decrease to derivative due to conversions (1,119,076 ) Decrease to derivative due to mark to market (2,500,562 ) Balance at December 31, 2023 $ 589,306 |
Schedule of Derivative Assets at Fair Value | Schedule of Derivative Assets at Fair Value Inputs December 31, 2023 Initial Stock price $ 0.04 $ 0.0566 - 0.1075 Conversion price $ 0.0361 $ 0.0534 - 0.0591 Volatility (annual) 95.99 % 165.3 %- 170.53 % Risk-free rate 5.4 % 4.7 - 5.07 % Dividend rate — — Years to maturity 0.25 .87 -1 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Share-Based Payment Arrangement, Activity | Share-Based Payment Arrangement, Activity Number of Weighted Weighted Average Intrinsic Value Outstanding, December 31, 2021 — — — Issued 9,040,000 $ 0.02 2.49 Cancelled — $ — — Exercised — $ — — Outstanding, December 31, 2022 9,040,000 $ 0.02 2.25 Issued 107,904,802 $ 0.04 4.46 Cancelled — $ — — Exercised — $ — — Outstanding, December 31, 2023 116,944,802 $ 0.037 4.25 $ 345,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Share-Based Payment | Schedule of Share-Based Payment Stock Compensation Consultant Current Contract Date # Shares Value 2023 Compensation Owed as of John Shaw 3/1/2021 — $ — $ 45,000 $ — Chris Galazzi 5/2/2021 125,004 $ 5,790 $ 67,500 $ 22,500 Venkat Kumar Tangirala 1/1/2022 — $ — $ 45,000 $ 30,000 Alpen Group LLC 1/1/2022 60,000 $ 2,650 $ 45,000 $ 45,000 Strategic Innovations 1/1/2023 — — $ 30,000 $ — Fraxon Marketing 3/15/2023 — — $ 90,000 $ — |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities 2023 2022 Deferred Tax Assets: NOL Carryover $ (7,887,135 ) $ (3,443,812 ) Payroll accrual 72,200 134,700 Deferred tax liabilities: Less valuation allowance 7,814,935 3,309,112 Net deferred tax assets $ — $ — |
Schedule of Components of Income Tax Expense | Schedule of Components of Income Tax Expense 2023 2022 Book loss $ (2,551,900 ) $ (1,277,100 ) Other nondeductible expenses 1,147,200 678,700 Related party accrual — — Valuation allowance 1,404,700 598,400 $ — $ — |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Disposal Groups, Including Discontinued Operations December 31, 2023 December 31, 2022 Current Liabilities of Discontinued Operations: Accounts payable $ 49,159 $ 49,159 Accrued expenses 6,923 6,923 Loans payable 11,011 11,011 Total Current Liabilities of Discontinued Operations: $ 67,093 $ 67,093 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Dec. 31, 2023 USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Marketable Securities [Line Items] | |
Derivative Asset | |
Fair Value, Inputs, Level 2 [Member] | |
Marketable Securities [Line Items] | |
Derivative Asset | |
Fair Value, Inputs, Level 3 [Member] | |
Marketable Securities [Line Items] | |
Derivative Asset | 598,306 |
Derivative [Member] | Fair Value, Inputs, Level 1 [Member] | |
Marketable Securities [Line Items] | |
Derivative Asset | |
Derivative [Member] | Fair Value, Inputs, Level 2 [Member] | |
Marketable Securities [Line Items] | |
Derivative Asset | |
Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | |
Marketable Securities [Line Items] | |
Derivative Asset | $ 598,306 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Cash, FDIC Insured Amount | $ 37,496 |
FDIC Indemnification Asset | 250,000 |
[custom:GrossMargin] | $ 163,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Retained Earnings, Appropriated | $ 32,714,184 |
[custom:NetLoss] | $ 12,279,784 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) | Dec. 31, 2023 USD ($) |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Consideration issued | $ 6,500,000 |
Identified assets and liabilities | |
Cash | 11,093 |
Prepaid and other assets | 218,225 |
Accounts receivable | 221,820 |
Property and equipment, net | 4,774,315 |
Accounts payable | (37,195) |
Accrued expenses | (835,252) |
Loans payable | (789,827) |
Lines of credit | (336,948) |
Total identified assets and liabilities | 3,226,231 |
Minority interest | 1,580,853 |
Excess purchase price allocated to goodwill | $ 12,141,194 |
PROPERTY & EQUIPMENT (Details)
PROPERTY & EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (100,161) | |
Property and equipment, net | 1,255,321 | 241,376 |
Pyrolysis Unit [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Office furniture | 185,700 | 185,700 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Office furniture | 436,532 | 55,676 |
Building And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Office furniture | 439,411 | |
Land and Land Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Office furniture | 3,867,095 | |
Officer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Office furniture | $ 989 |
PROPERTY & EQUIPMENT (Details N
PROPERTY & EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 100,161 | $ 0 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Additions to Other Assets, Amount | $ 6,544,286 | |
Conversion of Stock, Amount Converted | (2,726,684) | |
[custom:TotalConvertibleNote] | 4,480,602 | $ 660,000 |
Amortization of Debt Issuance Costs and Discounts | (1,701,403) | (183,560) |
[custom:ConvertibleNotePayableNet] | $ 2,779,199 | 476,440 |
Silverback Capital Corporation [Member] | ||
Debt issued date | 3/31/2022 | |
Maturity date | 3/31/2023 | |
Interest Rate | 8% | |
Convertible Note | 360,000 | |
Additions to Other Assets, Amount | ||
Conversion of Stock, Amount Converted | $ (360,000) | |
Coventry Enterprises L L C [Member] | ||
Debt issued date | 12/29/2022 | |
Maturity date | 11/6/2023 | |
Interest Rate | 5% | |
Convertible Note | 300,000 | |
Additions to Other Assets, Amount | ||
Conversion of Stock, Amount Converted | $ (300,000) | |
Walleye Opportunities Fund [Member] | ||
Debt issued date | 2/21/2023 | |
Maturity date | 2/21/2024 | |
Interest Rate | 5% | |
Convertible Note | $ 436,316 | |
Additions to Other Assets, Amount | 2,500,000 | |
Conversion of Stock, Amount Converted | $ (2,063,684) | |
Walleye Opportunities Fund One [Member] | ||
Debt issued date | 4/10/2023 | |
Walleye Opportunities Fund First [Member] | ||
Maturity date | 4/10/2024 | |
Interest Rate | 5% | |
Convertible Note | $ 1,500,000 | |
Additions to Other Assets, Amount | $ 1,500,000 | |
Walleye Opportunities Fund Second [Member] | ||
Debt issued date | 5/26/2023 | |
Maturity date | 5/26/2024 | |
Interest Rate | 5% | |
Convertible Note | $ 1,714,286 | |
Additions to Other Assets, Amount | $ 1,714,286 | |
Coventry Enterprises L L C 1 [Member] | ||
Debt issued date | 7/31/2023 | |
Maturity date | 7/31/2024 | |
Interest Rate | 10% | |
Convertible Note | $ 500,000 | |
Additions to Other Assets, Amount | $ 500,000 | |
G S Captial Partners [Member] | ||
Debt issued date | 10/26/2023 | |
Maturity date | 7/26/2024 | |
Interest Rate | 12% | |
Additions to Other Assets, Amount | $ 330,000 |
CONVERTIBLE NOTES (Details 1)
CONVERTIBLE NOTES (Details 1) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt Disclosure [Abstract] | |
Balance at December 31, 2022 | |
Increase to derivative due to new issuances | 4,217,944 |
Decrease to derivative due to conversions | (1,119,076) |
Decrease to derivative due to mark to market | (2,500,562) |
Balance at December 31, 2023 | $ 589,306 |
CONVERTIBLE NOTES (Details 2)
CONVERTIBLE NOTES (Details 2) | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Debt Instrument [Line Items] | |
Sale of Stock, Price Per Share | $ 0.04 |
Debt Instrument, Convertible, Conversion Price | $ 0.0361 |
Volatility (annual) | 95.99% |
Risk-free rate | 5.40% |
Dividend rate | |
Years to maturity | 3 months |
Initial Valuation [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Sale of Stock, Price Per Share | $ 0.0566 |
Debt Instrument, Convertible, Conversion Price | $ 0.0534 |
Volatility (annual) | 165.30% |
Risk-free rate | 4.70% |
Years to maturity | 10 months 13 days |
Initial Valuation [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Sale of Stock, Price Per Share | $ 0.1075 |
Debt Instrument, Convertible, Conversion Price | $ 0.0591 |
Volatility (annual) | 170.53% |
Risk-free rate | 5.07% |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt Disclosure [Abstract] | |
Loans Assumed | $ 0 |
Share-Based Payment Arrangement
Share-Based Payment Arrangement, Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance | 9,040,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.02 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 107,904,802 | 9,040,000 |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.04 | $ 0.02 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 4 years 3 months | 2 years 5 months 26 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | ||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm2] | 2 years 3 months | |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm4] | 4 years 5 months 15 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | 116,944,802 | 9,040,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.037 | $ 0.02 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 345,500 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
John Shaw [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:CurrentContractDate] | 3/1/2021 | |
Compensation Expense, Excluding Cost of Good and Service Sold | $ 45,000 | |
Compensation owed | ||
Chris Galazzi [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:CurrentContractDate] | 5/2/2021 | |
Compensation Expense, Excluding Cost of Good and Service Sold | $ 67,500 | |
Compensation owed | $ 22,500 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease) | 125,004 | |
Employee Stock Ownership Plan (ESOP), Compensation Expense | $ 5,790 | |
Venkat Kumar Tangirala [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:CurrentContractDate] | 1/1/2022 | |
Compensation Expense, Excluding Cost of Good and Service Sold | $ 45,000 | |
Compensation owed | $ 30,000 | |
Alpen Group L L C [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:CurrentContractDate] | 1/1/2022 | |
Compensation Expense, Excluding Cost of Good and Service Sold | $ 45,000 | |
Compensation owed | $ 45,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease) | 60,000 | |
Employee Stock Ownership Plan (ESOP), Compensation Expense | $ 2,650 | |
Strategic Innovations [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:CurrentContractDate] | 1/1/2023 | |
Compensation Expense, Excluding Cost of Good and Service Sold | $ 30,000 | |
Compensation owed | ||
Fraxon Marketing [Member] | ||
Short-Term Debt [Line Items] | ||
[custom:CurrentContractDate] | 3/15/2023 | |
Compensation Expense, Excluding Cost of Good and Service Sold | $ 90,000 | |
Compensation owed |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets: | ||
NOL Carryover | $ (7,887,135) | $ (3,443,812) |
Payroll accrual | 72,200 | 134,700 |
Deferred tax liabilities: | ||
Less valuation allowance | 7,814,935 | 3,309,112 |
Net deferred tax assets |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Book loss | $ (2,551,900) | $ (1,277,100) |
Other nondeductible expenses | 1,147,200 | 678,700 |
Related party accrual | ||
Valuation allowance | 1,404,700 | 598,400 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
[custom:NetOperatingLossCarryForwards] | $ 10,404,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Liabilities of Discontinued Operations: | ||
Accounts payable | $ 49,159 | $ 49,159 |
Accrued expenses | 6,923 | 6,923 |
Loans payable | 11,011 | 11,011 |
Total Current Liabilities of Discontinued Operations: | $ 67,093 | $ 67,093 |