CLNV / Clean Vision Corporation - Documents déposés auprès de la SEC, rapport annuel, procuration

Clean Vision Corporation
US ˙ OTCPK

Statistiques de base
CIK 1391426
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Clean Vision Corporation
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
August 19, 2025 EX-4.10

Convertible Promissory Note issued to CFI Capital LLC, dated July 17, 2025

Exhibit 4.10

August 19, 2025 EX-99.2

Settlement Agreement and Release Agreement between the Company and Trillium Partners, LP, dated July 31, 2025

Exhibit 10.13

August 19, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 024-11501 CLEAN VISION CORPORATION (Exact name

August 14, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

July 29, 2025 EX-3.1

EX-3.1

Exhibit 3.1

July 29, 2025 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 13, 2025, by and between CLEAN VISION CORPORATION., a Nevada corporation, with headquarters located at 2711 N. Sepulveda Blvd. Suite #1051, Manhattan Beach, CA 90266 (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 1325 Airmotive Way, Suite 202, Reno, NV 89502, (the “Bu

July 29, 2025 EX-10.2

EX-10.2

Exhibit 10.2

July 29, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Clean Vision Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission Fil

July 29, 2025 EX-4.2

EX-4.2

Exhibit 4.2

July 29, 2025 EX-10.3

EX-10.3

Exhibit 10.3

July 29, 2025 EX-4.1

CONVERTIBLE AMORTIZATION NOTE

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 024-11501 CLEAN VISION CORPORATION (Exact nam

May 15, 2025 EX-4.9

Convertible Amortization Note issued to ClearThink Capital Partners LLC, dated May 13, 2025

Exhibit 4.9 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

May 15, 2025 EX-10.7

Securities Purchase Agreement by and between the Company and ClearThink Capital Partners LLC dated May 13, 2025

Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 13, 2025, by and between CLEAN VISION CORPORATION., a Nevada corporation, with headquarters located at 2711 N. Sepulveda Blvd. Suite #1051, Manhattan Beach, CA 90266 (the “Company”) and CLEARTHINK CAPITAL PARTNERS, LLC, with its address at 210 West 77th Street 7W, New York, NY 10024, (t

May 15, 2025 EX-10.10

Revenue Interest Purchase Agreement by and between the Company and The Vanneman Family Trust, dated April 24, 2025.

Exhibit 10.10

May 15, 2025 EX-10.11

Revenue Interest Purchase Agreement by and between the Company and William Hales, dated April 28, 2025.

Exhibit 10.11

May 15, 2025 EX-4.8

Convertible Promissory Note issued to Daniel Bates, dated March 26, 2025

Exhibit 4.8 PROMISSORY NOTE Principal Amount: $250,000 Issue Date: March 26, 2025 FOR VALUE RECEIVED, Clean Vision Corporation, a Nevada corporation (the “Company”), hereby promises to pay to the order of Daniel Bates. (the “Payee”), the principal sum of $250,000 plus interest in on or before March 26, 2026; (the “Maturity Date”), in addition to all other amounts provided in this promissory note (

May 15, 2025 EX-4.7

Convertible Promissory Note issued to Daniel Bates, dated March 11, 2025

Exhibit 4.7 PROMISSORY NOTE Principal Amount: $100,000 Issue Date: March 11, 2025 FOR VALUE RECEIVED, Clean Vision Corporation, a Nevada corporation (the “Company”), hereby promises to pay to the order of Daniel Bates. (the “Payee”), the principal sum of $100,000 plus interest in on or before March 11, 2026; (the “Maturity Date”), in addition to all other amounts provided in this promissory note (

May 15, 2025 EX-10.9

Revenue Interest Purchase Agreement by and between the Company and Christopher Andrew Crews, dated April 23, 2025.

Exhibit 10.9

May 15, 2025 EX-10.12

Revenue Interest Purchase Agreement by and between the Company and MZ Digital LLC, dated May 5, 2025.

Exhibit 10.12

May 15, 2025 EX-10.8

Revenue Interest Purchase Agreement by and between the Company and Steven Butler, dated April 22, 2025.

Exhibit 10.8

April 15, 2025 EX-21.1

List of Subsidiaries

Clean Vision Corporation Subsidiaries Clean-Seas Incorporated Incorporated: DE FEIN: 85-0526784 State Entity #: 7908700 Clean-Seas West Virginia Incorporated: WV FEIN: 92-3247592 State Entity #: 2444-1316 Clean-Seas Arizona, INC.

April 15, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 024-11501 CLEAN VISION CORPORATION (Exact Name of Registran

March 31, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

December 18, 2024 RW

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266 December 16, 2024 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park, Attorney Re: Clean Vision Corporation Registration Statement on Form S-1 Filed September 29, 2023 File No. 333-274753 Dear Ms. Par

December 18, 2024 RW

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266 December 16, 2024 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park, Attorney Re: Clean Vision Corporation Registration Statement on Form S-1 Filed November 3, 2023 File No. 333-275286 Dear Ms. Park:

November 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 2024 ☐ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 024-11501 CLEAN VISION CORPORATION (Exact

November 15, 2024 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commissio

November 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

November 13, 2024 SC 13G/A

CLNV / Clean Vision Corporation / Walleye Capital LLC Passive Investment

SC 13G/A 1 walleye-clnv093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CLEAN VISION CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 18452W104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

October 29, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission

October 29, 2024 EX-4.2

GS Note issued October 2, 2024

Exhibit 4.2

October 29, 2024 EX-4.1

ClearThink Note issued October 2, 2024

Exhibit 4.1

October 21, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 024-11501 CLEAN VISION CORP

August 30, 2024 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 23, 2023, between Clean Vision Corporation, a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (each, including its successors and assigns, a “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pur

August 30, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission

August 20, 2024 8-K

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission

August 19, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 024-11501 CLEAN VISION CORPORATION (Exact

August 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 024-11501 CLEAN VISION CORPORATION (Exact name

August 16, 2024 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CLEAN VISION CORPORATION (Exact Name of Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CLEAN VISION CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada 85-1449444 (State of Incorporation or Organization) (I.

August 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

July 25, 2024 EX-99.1

July 25, 2024

Exhibit 99.1 July 25, 2024 Securities and Exchange Commission (the “Commission”) 100 F Street, NE Washington, D.C. 20549 Dear Ladies and Gentleman: We are the registered independent public accounting firm for Clean Vision Corporation (the “Company”). We have read the statements made by the Company, which were provided to us and which we understand will be filed with the Commission pursuant to Item

July 25, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2024 Clean Vision Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2024 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission Fi

June 4, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission Fil

June 4, 2024 EX-10.3

Form of Registration Rights Agreement by and between the Company and ClearThink Capital Partners, LLC dated May 24, 2024 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 2024, by and between CLEAN VISION CORPORATION., a Nevada corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall h

June 4, 2024 EX-4.1

Convertible Amortization Note between Clean Vision Corporation and ClearThink Capital Partners, LLC issued on May 24, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024)

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

June 4, 2024 EX-10.1

Form of Securities Purchase Agreement by and between the Company and ClearThink Capital Partners, LLC dated May 24, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 24, 2024, by and between CLEAN VISION CORPORATION., a Nevada corporation, with headquarters located at 2711 N. Sepulveda Blvd. Suite #1051, Manhattan Beach, CA 90266 (the “Company”) and CLEARTHINK CAPITAL PARTNERS, LLC, with its address at 10 Times Square, 5th FL, New York, NY 10018, (t

June 4, 2024 EX-10.2

Form of STRATA Purchase Agreement by and between the Company and ClearThink Capital Partners, LLC dated May 24, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024)

Exhibit 10.2 STRATA PURCHASE AGREEMENT THIS STRATA PURCHASE AGREEMENT (the “Agreement”), dated as of May 24, 2024, by and between CLEAN VISION CORPORATION, a Nevada corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”). WHEREAS: Subject to the terms, conditions and limitations on the number of shares which may be sold set forth in

May 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 024-11501 CLEAN VISION CORPORATION (Exact nam

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

April 16, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 024-11501 CLEAN VISION CORPORATION (Exact Name of Registran

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

March 29, 2024 EX-10.1

Securities Purchase Agreement dated March 25, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 25, 2024 is by and among Clean Vision Corporation, a Nevada corporation with offices located at 2711 N. Sepulveda Blvd. Suite 1051, Manhattan Beach, CA 90266 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collec

March 29, 2024 EX-4.2

Warrant to Purchase Common Stock dated March 25, 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

March 29, 2024 EX-10.2

Registration Rights Agreement dated March 25, 2024 ((incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 25, 2024, is by and among Clean Vision Corporation, a Nevada corporation with offices located at 2711 N. Sepulveda Blvd. #1051, Manhattan Beach, CA 90266 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the

March 29, 2024 EX-4.1

Senior Convertible Note dated March 25, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

March 29, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 Clean Vision Corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission F

March 29, 2024 EX-4.3

Amended and Restated Senior Convertible Note dated March 25, 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)

Exhibit 4.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

March 29, 2024 EX-4.4

Amended and Restated Warrant to Purchase Common Stock dated March 25, 2024 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024)

Exhibit 4.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

March 8, 2024 EX-3.1

Amended and Restated Bylaws effective March 4, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2024)

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF CLEAN VISION CORPORATION TABLE OF CONTENTS ARTICLE I. Offices 1 ARTICLE II. Shareholders 1 Section 1. - Annual Meeting 1 Section 2. - Special Meetings 2 Section 3. - Place of Meeting 2 Section 4. - Notice of Meeting 2 Section 5. - Fixing of Record Date 3 Section 6. - Quorum 4 Section 7. - Proxies 4 Section 8. - Voting of Shares 5 Section 9. - Action by Sh

March 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 Clean Vision Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission Fi

March 4, 2024 EX-4.1

Promissory Note dated February 15, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2024)

Exhibit 4.1

March 4, 2024 EX-10.1

Securities Purchase Agreement by and between the Company and Trillium Partners L. dated February 15, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2024)

EX-10.1 3 ex101.htm Exhibit 10.1

March 4, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 Clean Vision Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commissio

February 16, 2024 EX-4.1

Convertible Amortization Note Issued on February 12, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2024)

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

February 16, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 Clean Vision Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commissio

February 16, 2024 EX-10.2

STRATA Purchase Agreement by and between the Company and Clearthink Capital Partners, LLC dated February 12, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2024)

Exhibit 10.2 STRATA PURCHASE AGREEMENT THIS STRATA PURCHASE AGREEMENT (the “Agreement”), dated as of February 12, 2024, by and between CLEAN VISION CORPORATION, a Nevada corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”). WHEREAS: Subject to the terms, conditions and limitations on the number of shares which may be sold set fort

February 16, 2024 EX-10.1

Securities Purchase Agreement by and between the Company and Clearthink Capital Partners, LLC dated February 12, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 12, 2024, by and between CLEAN VISION CORPORATION., a Nevada corporation, with headquarters located at 2711 N. Sepulveda Blvd. Suite #1051, Manhattan Beach, CA 90266 (the “Company”) and CLEARTHINK CAPITAL PARTNERS, LLC, with its address at 10 Times Square, 5th FL, New York, NY 1001

February 14, 2024 SC 13G

CLNV / Clean Vision Corporation / Walleye Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 23, 2024 EX-10.1

Securities Purchase Agreement by and between the Company and Fred Sexton effective January 17, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2024)

Exhibit 10.1

January 23, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 Clean Vision Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission

December 15, 2023 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Clean Vision Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0.

December 15, 2023 S-1/A

As filed with the Securities and Exchange Commission on December 15, 2023

As filed with the Securities and Exchange Commission on December 15, 2023 Registration No.

December 12, 2023 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1

December 12, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission

December 12, 2023 EX-4.1

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

Exhibit 4.1

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 024-11501 CLEAN VISION CORPORATION (Exact

November 3, 2023 EX-10.16

Securities Purchase Agreement dated March 31, 2023 between the Company and Silverback

Exhibit 10.16 This Securities Purchase Agreement (“Agreement”) is made as of the 31st day of March 2022, by and between Clean Vision Corporation., a Nevada corporation (“CLNV”), and Silverback Capital Corporation (“Investor”). RECITALS A. This Agreement is one in a series of similar agreements pursuant to which investors (the “March 2022 Investors”) will purchase promissory notes of CLNV in an agg

November 3, 2023 EX-4.10

Promissory Note issued to Silverback on March 31, 2022

Exhibit 4.10 Promissory Note $360,000 March 31st, 2022 Manhattan Beach, CA 90266 FOR VALUE RECEIVED, Clean Vision Corporation., a Nevada corporation (the “Company”), hereby promises to pay to the order of Silverback Capital Corporation (the “Payee”), at the address specified for notice below, or such other place as the Payee may designate to Company in writing from time to time, the aggregate prin

November 3, 2023 EX-10.15

Securities Purchase Agreement dated September 26, 2023 between the Company and Dorado

Exhibit 10.15 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 26, 2023, between Clean Vision Corporation, a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (each, including its successors and assigns, a “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and

November 3, 2023 EX-10.17

Amendment to Warrants to Purchase Up to 9,000,000 Shares of Common Stock dated October 25, 2023 between the Company and Silverback

Exhibit 10.17 AMENDMENT TO WARRANTS TO PURCHASE UP TO 9,000,000 SHARES OF COMMON STOCK THIS AMENDMENT TO WARRANTS TO PURCHASE UP TO 9,000,000 SHARES OF COMMON STOCK (this “Amendment”) is entered into as of October 25, 2023 by and between Clean Vision Corporation, a Nevada corporation (the “Company”), and Silverback Capital Corporation (the “Holder”). The Company and the Holder are also each herein

November 3, 2023 EX-4.11

Warrant to Purchase up to 9,000,000 Shares of Common Stock issued to Silverback on March 31, 2022

Exhibit 4.11 WARRANTS TO PURCHASE UP TO 9,000,000 SHARES OF COMMON STOCK These Warrants are issued to Silverback Capital Corporation ("Holder") by Clean Vision Corporation, a Nevada corporation (the "Company"). l. Purchase of Warrants. Subject to the terms and conditions hereinafter set forth, the Holder of these Warrants is entitled, upon delivery to the Company of a duly executed facsimile copy

November 3, 2023 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Clean Vision Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0.

November 3, 2023 S-1

As filed with the Securities and Exchange Commission on November 2, 2023

As filed with the Securities and Exchange Commission on November 2, 2023 Registration No.

October 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 Clean Vision C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commissi

October 3, 2023 EX-10.1

Form of Securities Purchase Agreement by and between the Company and Dorado Goose, LLC effective September 28, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 26, 2023, between Clean Vision Corporation, a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (each, including its successors and assigns, a “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and

September 29, 2023 S-1

As filed with the Securities and Exchange Commission on September 28, 2023

As filed with the Securities and Exchange Commission on September 28, 2023 Registration No.

September 29, 2023 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CLEAN VISION CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price (1) (2) Fee Rate Amount of Registration Fee Fees to be Paid Other Units, consisting of one share of common stock, $0.

September 22, 2023 CORRESP

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266 September 22, 2023 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Benjamin Richie, Attorney Re: Clean Vision Corporation Registration Statement on Form S-1 Filed August 31, 2023 File No. 333-274279 Dear Mr.

September 20, 2023 S-1/A

As filed with the Securities and Exchange Commission on September 20, 2023

As filed with the Securities and Exchange Commission on September 20, 2023 Registration No.

September 20, 2023 EX-10.10

Form of Securities Purchase Agreement dated February 22, 2023 (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)

Exhibit 10.10 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between Clean Vision Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

September 20, 2023 EX-4.8

Form of February Note (incorporated by reference to Exhibit 4.8 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)

Exhibit 4.8 EXECUTION VERSION [FORM OF SENIOR CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSE

September 20, 2023 EX-4.9

Form of February Warrant (incorporated by reference to Exhibit 4.9 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)

Exhibit 4.9 EXECUTION VERSION [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EF

September 20, 2023 EX-10.15

Form of Registration Rights Agreement dated February 22, 2023 between Clean Vision Corporation and Walleye Opportunities Master Fund Ltd.

Exhibit 10.15 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 21, 2023, is by and among Clean Vision Corporation, a Nevada corporation with offices located at 2711 N. Sepulveda Blvd. #1051, Manhattan Beach, CA 90266 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with

September 15, 2023 EX-4.6

Form of April Note (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)

Exhibit 4.6 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

September 15, 2023 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Clean Vision Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0.

September 15, 2023 EX-4.7

Form of April Warrant (incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2023)

Exhibit 4.7 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

September 15, 2023 S-1/A

As filed with the Securities and Exchange Commission on September 15, 2023

As filed with the Securities and Exchange Commission on September 15, 2023 Registration No.

August 31, 2023 EX-4.4

Form of Reg. D. Warrant (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on September 15, 2023)

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

August 31, 2023 S-1

As filed with the Securities and Exchange Commission on August 30, 2023

As filed with the Securities and Exchange Commission on August 30, 2023 Registration No.

August 31, 2023 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Clean Vision Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0.

August 21, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 024-11501 CLEAN VISION CORPORATION (Exact name

August 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

August 8, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission F

August 8, 2023 EX-10.1

Form of Securities Purchase Agreement dated July 31, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2023 between Clean Vision Corporation, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (“Investor”). WITNESSETH WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an exemption

August 8, 2023 EX-10.3

Form of Registration Rights Agreement dated July 31, 2023 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2023)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2023, by and between Clean Vision Corporation, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (together with it permitted assigns, the “Investor”) (the Company and Investor, each a “Party”; and, together, the “Parties”). C

August 8, 2023 EX-10.2

Form of Convertible Promissory Note dated July 31, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2023)

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,

August 3, 2023 EX-99.1

Press Release dated July 31, 2023

Exhibit 99.1

August 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 Clean Vision Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission Fi

July 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2023 Clean Vision Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2023 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission Fil

July 10, 2023 EX-99.1

Clean Vision Settles Litigation with Christopher Percy

Exhibit 99.1 Clean Vision Settles Litigation with Christopher Percy Los Angeles, CA – July 10, 2023 – Clean Vision Corporation (the “Company” or “Clean Vision”) announced today that the Company, Daniel Bates, and Christopher Percy have agreed to a global settlement to a lawsuit filed by Clean Vision against Mr. Percy in September 2022 in Clark County, Nevada in the Eighth Judicial District Court (

July 10, 2023 EX-10.1

Settlement Agreement and Mutual Release, dated as of July 3, 2023, by and among Clean Vision Corporation, Christopher Percy and Daniel Bates

Exhibit 10.1

June 29, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 Clean Vision Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission Fi

June 29, 2023 EX-99.1

Clean Vision CEO Issues Mid-Year 2023 Letter to Shareholders

Clean Vision CEO Issues Mid-Year 2023 Letter to Shareholders · Company reaches major revenue and operational inflection point · Operations and revenue ramp-up underway for Q3-Q4 2023, to accelerate throughout 2024 · Target of $5.

June 22, 2023 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission Fi

June 22, 2023 EX-99.1

Clean Vision Corporation

Exhibit 99.1 Clean Vision's Clean-Seas Signs Services Agreement with ASU's Walton Sustainability Solutions Service; The Agreement Defines Mutual Roles for a $50M Waste Plastic-to-Green Hydrogen Facility Monday, June 12, 2023 10:00 AM Clean Vision Corporation Share this Article Topic: Company Update LOS ANGELES, CA / ACCESSWIRE / June 12, 2023 / Clean Vision Corporation (OTCQB:CLNV), today announce

May 30, 2023 EX-4.2

Form of Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2023)

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

May 30, 2023 EX-10.2

Form of Registration Rights Agreement dated May 26, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2023)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 26, 2023, is by and among Clean Vision Corporation, a Nevada corporation with offices located at 2711 N. Sepulveda Blvd. #1051, Manhattan Beach, CA 90266 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Se

May 30, 2023 EX-4.1

Form of Senior Convertible Note (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2023)

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

May 30, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2023 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission Fil

May 30, 2023 EX-10.1

Form of Securities Purchase Agreement dated May 26, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 26, 2023, is by and among Clean Vision Corporation, a Nevada corporation with offices located at 2711 N. Sepulveda Blvd. Suite 1051, Manhattan Beach, CA 90266 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collect

May 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 Clean Vision Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission Fil

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 024-11501 CLEAN VISION CORPORATION (Exact nam

May 15, 2023 EX-99.1

Clean Vision Announces Clean-Seas MOU for Pyrolysis Plants to Ready Southeast Asia Project for Launch

Exhibit 99.1 Clean Vision Announces Clean-Seas MOU for Pyrolysis Plants to Ready Southeast Asia Project for Launch LOS ANGELES, CA – May 10, 2023 – Clean Vision Corporation (OTCQB: CLNV) (“Clean Vision” or the “Company”), an emerging leader in the sustainable clean technology and green energy sectors, is excited to announce that its wholly owned subsidiary, Clean-Seas, Inc. (“Clean-Seas”), has sig

May 1, 2023 EX-99.1

Clean Vision’s Subsidiary, Clean-Seas, to Acquire Majority Stake in Morocco-based Ecosynergie Group Transaction Brings C-S 120 TPD of Pyrolysis Waste-Plastic Conversion Capacity to be Operational in Mid-2023

Exhibit 99.1 Clean Vision’s Subsidiary, Clean-Seas, to Acquire Majority Stake in Morocco-based Ecosynergie Group Transaction Brings C-S 120 TPD of Pyrolysis Waste-Plastic Conversion Capacity to be Operational in Mid-2023 Los Angeles, CA – January 23, 2023 – Clean Vision Corporation (OTCQB: CLNV) (“Clean Vision” or the “Company”), today announced that its wholly owned subsidiary, Clean-Seas, Inc. (

May 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 Clean Vision Corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commission F

May 1, 2023 EX-99.2

Clean Vision Completes Acquisition to establish “Clean-Seas Morocco” and Begin rapid capacity expansion

Exhibit 99.2 Clean Vision Completes Acquisition to establish “Clean-Seas Morocco” and Begin rapid capacity expansion LOS ANGELES, CA – April 25, 2023 – Clean Vision Corporation (OTCQB: CLNV) (“Clean Vision” or the “Company”), an emerging leader in the sustainable clean technology and green energy sectors, announced today that its wholly owned subsidiary, Clean-Seas, Inc. (“Clean-Seas”), has succes

April 17, 2023 CORRESP

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266 April 17, 2023 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Benjamin Richie, Attorney Re: Clean Vision Corporation Registration Statement on Form S-1 Filed April 3, 2023 File No. 333-271075 Dear Mr. Richi

April 17, 2023 S-1/A

As filed with the Securities and Exchange Commission on April 17, 2023

As filed with the Securities and Exchange Commission on April 17, 2023 Registration No.

April 11, 2023 CORRESP

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266 April 11, 2023 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park, Attorney Re: Clean Vision Corporation Registration Statement on Form S-1 Filed January 23, 2023 File No. 333-269367 Dear Ms. Park: In

April 6, 2023 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Clean Vision Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Share(2) Maximum Aggregate Offering Price Fee Rate(3) Amount of Registration Fee(3) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0.

April 6, 2023 S-1/A

As filed with the Securities and Exchange Commission on April 6, 2023

As filed with the Securities and Exchange Commission on April 6, 2023 Registration No.

April 6, 2023 S-1/A

As filed with the Securities and Exchange Commission on April 6, 2023

As filed with the Securities and Exchange Commission on April 6, 2023 Registration No.

April 6, 2023 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Clean Vision Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Share(2) Maximum Aggregate Offering Price Fee Rate(3) Amount of Registration Fee(3) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0.

April 3, 2023 EX-10.9

Form of Securities Purchase Agreement dated February 17, 2023 (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 filed with the SEC on April 3, 2023)

Exhibit 10.9 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 17, 2023, is by and among Clean Vision Corporation, a Nevada corporation with offices located at 2711 N. Sepulveda Blvd. Suite 1051, Manhattan Beach, CA 90266 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and co

April 3, 2023 S-1

As filed with the Securities and Exchange Commission on April 3, 2023

As filed with the Securities and Exchange Commission on April 3, 2023 Registration No.

April 3, 2023 EX-10.10

Form of Registration Rights Agreement dated February 17, 2023

Exhibit 10.10 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 21, 2023, is by and among Clean Vision Corporation, a Nevada corporation with offices located at 2711 N. Sepulveda Blvd. #1051, Manhattan Beach, CA 90266 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with

April 3, 2023 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Clean Vision Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Share(2) Maximum Aggregate Offering Price Fee Rate(3) Amount of Registration Fee(3) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0.

March 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2023 Clean Vision Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2023 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 024-11501 85-1449444 (State or Other Jurisdiction of Incorporation) (Commissio

February 13, 2023 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Creatd, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Share(2) Maximum Aggregate Offering Price Fee Rate(3) Amount of Registration Fee(3) Ca

February 13, 2023 S-1/A

As filed with the Securities and Exchange Commission on February 10, 2023

As filed with the Securities and Exchange Commission on February 10, 2023 Registration No.

January 23, 2023 EX-10.7

Form of Securities Purchase Agreement between Clean Vision Corporation and Coventry Enterprises, LLC dated December 9, 2022 (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 23, 2023)

Exhibit 10.7 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 9, 2022 between Clean Vision Corporation, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (“Investor”). WITNESSETH WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an exempt

January 23, 2023 EX-10.8

Form of Registration Rights Agreement between Clean Vision Corporation and Coventry Enterprises, LLC dated December 9, 2023 (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 23, 2023)

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2022, by and between Clean Vision Corporation, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (together with it permitted assigns, the “Investor”) (the Company and Investor, each a “Party”; and, together, the “Parties”)

January 23, 2023 EX-4.1

Form of 5% Promissory Note (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 23, 2023)

EX-4.1 2 ex41.htm NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REP

January 23, 2023 S-1

As filed with the Securities and Exchange Commission on January 23, 2023

As filed with the Securities and Exchange Commission on January 23, 2023 Registration No.

January 23, 2023 EX-FILING FEES

107 Calculation of Filing fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Clean Vision Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Type Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Share(2) Maximum Aggregate Offering Price Fee Rate(3) Amount of Registration Fee(3) Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0.

February 14, 2022 RW

Clean Vision Corp 2711 N Sepulveda Blvd. #1051 Manhattan Beach, CA 90266-2725 February 10, 2022

Clean Vision Corp 2711 N Sepulveda Blvd. #1051 Manhattan Beach, CA 90266-2725 February 10, 2022 Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Clean Vision Corp. Withdrawal of Registration Statement on Form 10-12G File No.: 000-52489 Ladies and Gentlemen: Clean Vision Corp. (the “Registrant”) hereby requests that the Securities and Exchange Commission (th

December 21, 2021 EX-10.8

Restructuring and Settlement Agreement with 100Bio, LLC

December 21, 2021 EX-10.7

Licensing Agreement with Kingsberry Fuel Cell Corporation, dated December 6, 2021 (incorporated by reference to Exhibit 10.7 of the Company’s Form 10 filed with the SEC on December 20, 2021)

December 21, 2021 10-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

10-12G 1 clnv10-12g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Clean Vision Corporation (Exact name of registrant as specified in its charter) Nevada 85-1449444 (State of other jurisdiction of incorporation or organization) (IRS Employer Identificat

June 25, 2021 253G2

OFFERING CIRCULAR SUPPLEMENT NO. 1 DATED June 25, 2021 (TO THE OFFERING CIRCULAR DATED April 7, 2021 AND QUALIFIED ON JUNE 21, 2021) CLEAN VISION CORPORATION (Exact name of registrant as specified in its charter) Date: June 25, 2021

Filed pursuant to Rule 253(g)(2) File No. 024-11501 OFFERING CIRCULAR SUPPLEMENT NO. 1 DATED June 25, 2021 (TO THE OFFERING CIRCULAR DATED April 7, 2021 AND QUALIFIED ON JUNE 21, 2021) CLEAN VISION CORPORATION (Exact name of registrant as specified in its charter) Date: June 25, 2021 Nevada 8711 85-144944 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Em

June 17, 2021 PART II AND III

AMENDMENT NO. 3 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 3 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CLEAN VISION CORPORATION (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization) 2711 N Sepulveda Blvd #1051 Manhattan Beach, CA 90266-2725 (424)835-1845 (Address, including zip code, a

June 17, 2021 EX1A-12 OPN CNSL

TroyGould pc

Exhibit 12.1 TroyGould pc 1801 Century Park East, 16th Floor Los Angeles, California 90067-2367 Tel (310) 553-4441 | Fax (310) 201-4746 www.troygould.com TroyGould PC ☐ (310) 789-1290 ☐ [email protected] File No. 03667-0003 June 16, 2021 Board of Directors Clean Vision Corporation 2711 N Sepulveda Blvd. #1051 Manhattan Beach, CA 90266-2725 Ladies and Gentlemen: We have acted as counsel to Cl

June 16, 2021 CORRESP

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan beach, CA 90266-2725 June 16, 2021

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan beach, CA 90266-2725 June 16, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attention: Ada Sarmento, Esq. Re: Clean Vision Corporation Offering Statement on Form 1-A File No. 024-11501 Ladies and Gentlemen: Clean Vision Corporation (the “Company”) respectfully requests that t

June 10, 2021 PART II AND III

AMENDMENT NO.2 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO.2 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CLEAN VISION CORPORATION (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization) 2711 N Sepulveda Blvd #1051 Manhattan Beach, CA 90266-2725 (424)835-1845 (Address, including zip code, an

June 9, 2021 CORRESP

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266-2725 June 9, 2021

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266-2725 June 9, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attention: Joe McCann Re: Clean Vision Corporation Amendment No. 1 to Offering Statement on Form 1-A Filed May 12, 2021 File No. 024-11501 Ladies and Gentlemen: By letter dated June 2, 2021, the staff

May 12, 2021 EX1A-4 SUBS AGMT

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) made as of the date entered into below, by and between Clean Vision Corporation. a Nevada corporation (the “Issuer”), and the undersigned (the “Subscriber” or “You”). WHEREAS, pursuant to the Offering Circular (the “Offering Circular”), the Issuer is offering in a Regulation A offering (the “Offering”) to inve

May 12, 2021 PART II AND III

AMENDMENT NO.1 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO.1 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 CLEAN VISION CORPORATION (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization) 2711 N Sepulveda Blvd #1051 Manhattan Beach, CA 90266-2725 (424)835-1845 (Address, including zip code, an

May 12, 2021 EX1A-2A CHARTER

1 │ Page

Exhibit 2.6 1 │ Page 2 │ Page

May 11, 2021 CORRESP

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266-2725 May 11, 2021

Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266-2725 May 11, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attention: Joe McCann Re: Byzen Digital, Inc. Offering Statement on Form 1-A Filed April 7, 2021 File No. 024-11501 Ladies and Gentlemen: By letter dated May 5, 2021, the staff (the “Staff”) of the Sec

April 7, 2021 EX1A-2A CHARTER

Certificate of Designation of Series B Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 of the Company’s Form 10 filed with the SEC on December 20, 2021)

EX1A-2A CHARTER 6 ex24.htm EXHIBIT 2.4 EXHIBIT 2.4 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF BYZEN DIGITAL, INC. DESIGNATING SERIES B CONVERTIBLE NON-VOTING PREFERRED STOCK Pursuant to Chapter 78.195 of the of the Nevada Revised Statutes, Byzen Digital, Inc., a Nevada corporation (the “Corporation”), does hereby certify: The Articles of Incorporation of the Corporation (the “Charter”)

April 7, 2021 EX1A-2A CHARTER

Articles of Incorporation, as amended, as currently in effect (incorporated by reference to Exhibit 3.1 of the Company’s Form 10 filed with the SEC on December 20, 2021)

EX1A-2A CHARTER 3 ex21.htm EXHIBIT 2.1 EXHIBIT 2.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44

April 7, 2021 EX1A-2A CHARTER

- EXHIBIT 2.5

EXHIBIT 2.5 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF BYZEN DIGITAL, INC. DESIGNATING SERIES C CONVERTIBLE PREFERRED STOCK Pursuant to Chapter 78.195 of the of the Nevada Revised Statutes, Byzen Digital, Inc., a Nevada corporation (the “Corporation”), does hereby certify: The Articles of Incorporation of the Corporation (the “Charter”) confer upon the Board of Directors of the Corporat

April 7, 2021 PART II AND III

-

PART II AND III 2 byzen1a.htm U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 BYZEN DIGITAL INC. (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization) 2711 N Sepulveda Blvd #1051 Manhattan Beach, CA 90266-2725 (424)835-1845 (Address, including zip

April 7, 2021 EX1A-6 MAT CTRCT

- EXHIBIT 6.13

EX1A-6 MAT CTRCT 20 ex613.htm EXHIBIT 6.13 EXHIBIT 6.13 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMUL

April 7, 2021 EX1A-6 MAT CTRCT

Employment Agreement between Christopher Percy and Byzen Digital, Inc (incorporated by reference to Exhibit 10.4 of the Company’s Form 10 filed with the SEC on December 20, 2021)

EXHIBIT 6.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is executed on the dates set forth below the signatures hereon but effective as of June 1st 2020, and is by and between Byzen Digital Inc. (“Employer”), and Christopher Percy, of 11 Coniscliffe Close, Chislehurst, Kent, BR7 5NW (“Employee”). 1. Duties; Assignment During the term of employment hereunder, Employee shall initially perform the

April 7, 2021 EX1A-6 MAT CTRCT

- EXHIBIT 6.15

EX1A-6 MAT CTRCT 22 ex615.htm EXHIBIT 6.15 EXHIBIT 6.15 PROMISSORY NOTE THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE-SKY LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS IT IS SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. $50,000 Carson City, Nevada January 1

April 7, 2021 EX1A-2A CHARTER

Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Form 10 filed with the SEC on December 20, 2021)

EX1A-2A CHARTER 4 ex22.htm EXHIBIT 2.2 EXHIBIT 2.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

April 7, 2021 EX1A-6 MAT CTRCT

- EXHIBIT 6.10

EXHIBIT 6.10 PROMISSORY NOTE THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE-SKY LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS IT IS SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. $100,000 Carson City, Nevada January 12, 2021 FOR VALUE RECEIVED, Byzen Digital,

April 7, 2021 EX1A-6 MAT CTRCT

- EXHIBIT 6.2

EXHIBIT 6.2 EXCHANGE AGREEMENT This Exchange Agreement, dated as of September, 2020 (this “Agreement”) by and among Byzen Digital, Inc., a Nevada corporation (“Byzen”), and 100BIO, LLC, a California limited liability company (“100BIO”) . For purposes of this Agreement, Byzen, and 100BIO are sometimes collectively referred to as the “Parties” and individually as a “Party.” WHEREAS, 100BIO desires t

April 7, 2021 EX1A-6 MAT CTRCT

- EXHIBIT 6.12

EXHIBIT 6.12 Exhibit C THESE SECURITIES AND THE SECURITIES INTO WHICH THEY CONVERT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

April 7, 2021 EX1A-12 OPN CNSL

- EXHIBIT 12.1

EX1A-12 OPN CNSL 24 ex121.htm EXHIBIT 12.1 EXHIBIT 12.1 TroyGould pc 1801 Century Park East, 16th Floor Los Angeles, California 90067-2367 Tel (310) 553-4441 | Fax (310) 201-4746 www.troygould.com TroyGould PC · (310) 789-1290 · [email protected] File No. 03667-0003 April 7, 2021 Board of Directors Byzen Digital, Inc. 2711 N Sepulveda Blvd. #1051 Manhattan Beach CA 90266-2725 Ladies and Gent

April 7, 2021 EX1A-6 MAT CTRCT

Amendment to Employment Agreement between Dan Bates and Byzen Digital, Inc. ((incorporated by reference to Exhibit 10.5 of the Company’s Form 10 filed with the SEC on December 20, 2021)

EX1A-6 MAT CTRCT 13 ex66.htm EXHIBIT 6.6 EXHIBIT 6.6 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (this “Amendment”) is entered into as of this 9th day of February, 2021 (the “Effective Date”) by and between Byzen Digital, Inc., a Nevada corporation (the “Company”) and Dan Bates (“Executive”) and is made with reference to the following: A. The Company and Exec

April 7, 2021 EX1A-6 MAT CTRCT

Employment Agreement between Dan Bates and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Form 10 filed with the SEC on December 20, 2021)

EXHIBIT 6.3 EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of the 27th day of May, 2020 (the ?Effective Date?), by and between Byzen Digital, Inc., a Nevada corporation (?Byzen? or ?Company?), and Dan Bates (hereinafter, ?Executive,? and collectively with the Company, the ?Parties?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executi

April 7, 2021 EX1A-6 MAT CTRCT

- EXHIBIT 6.4

EX1A-6 MAT CTRCT 11 ex64.htm EXHIBIT 6.4 EXHIBIT 6.4 EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the day of September, 2020 (the “Effective Date”), by and between Byzen Digital, Inc., a Nevada corporation (“Byzen” or “Company”), and Jean So (hereinafter, “Executive,” and collectively with the Company, the “Parties”). W I T N E S S E T H: WHEREA

April 7, 2021 EX1A-6 MAT CTRCT

- EXHIBIT 6.9

EX1A-6 MAT CTRCT 16 ex69.htm EXHIBIT 6.9 EXHIBIT 6.9 PROMISSORY NOTE THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE-SKY LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS IT IS SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. $50,000 Carson City,Nevada January 11th,

April 7, 2021 EX1A-6 MAT CTRCT

Exchange Agreement between Clean-Seas, Inc. and Byzen Digital Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 10 filed with the SEC on December 20, 2021)

EXHIBIT 6.1 EXCHANGE AGREEMENT This Exchange Agreement, dated as of May 15, 2020 (this “Agreement”) by and among Byzen Digital, Inc., a Nevada corporation (“Byzen”), on the one hand, and Clean-Seas, Inc. (“CSI”), a Delaware corporation and Dan Bates (the “Shareholder”), on the other hand. For purposes of this Agreement, Byzen, and the Shareholder are sometimes collectively referred to as the “Part

April 7, 2021 EX1A-6 MAT CTRCT

Consulting Agreement between Leonard Tucker LLC and Byzen Digital, Inc. (incorporated by reference to Exhibit 10.6 of the Company’s Form 10 filed with the SEC on December 20, 2021)

EX1A-6 MAT CTRCT 23 ex616.htm EXHIBIT 6.16 EXHIBIT 6.16 Byzen Digital, Inc. 123 W. NYE Lane Suite 129 Carson City, Nevada, NV 89706 775-884-9380 [email protected] https://www.byzendigital.com/ CONSULTING AGREEMENT This Agreement supersedes and replaces any previous agreement effective this 14th day of December 2020 (the “Effective Date”) by and between Leonard Tucker LLC. and assigns of Leonard T

April 7, 2021 EX1A-6 MAT CTRCT

- EXHIBIT 6.8

EX1A-6 MAT CTRCT 15 ex68.htm EXHIBIT 6.8 EXHIBIT 6.8 PROMISSORY NOTE THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE-SKY LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS IT IS SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. $200,000 Carson City,Nevada January 12th

April 7, 2021 EX1A-2A CHARTER

- EXHIBIT 2.3

EXHIBIT 2.3 CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A REDEEMABLE PREFERRED STOCK OF BYZEN DIGITAL,INC. The undersigned Dan Bates certifies that: 1. He is the duly acting Chief Executive Officer of Byzen Digital, Inc., a corporation organized and existing under Chapter 78 of the Nevada Revised Statutes (the “Corporation”). 2. Pursuant to authority conferred upon t

April 7, 2021 EX1A-6 MAT CTRCT

- EXHIBIT 6.7

EX1A-6 MAT CTRCT 14 ex67.htm EXHIBIT 6.7 EXHIBIT 6.7 Erfan Ibrahim - Consulting Agreement THIS AGREEMENT made the 1st day of February 2021 (the “Effective Date”), by and among Clean-Seas, Inc., with its principal place of business at 2711 N Sepulveda Blvd #1051 Manhattan Beach, CA 90266-2725 (“Company”) and Erfan Ibrahim whose address is 5727 W Las Positas Bl, Apt 103, Pleasanton CA 94588 (“Consul

April 7, 2021 EX1A-6 MAT CTRCT

- EXHIBIT 6.14

EXHIBIT 6.14 Byzen Digital, Inc. 123 W. NYE Lane Suite 129 Carson City, Nevada, NV 89706 EQ Shareowner Services 1110 Centre Pointe Curve Suite 101 Mendota Heights, MN 55120 Ladies and Gentlemen: Byzen Digital, Inc. (the ?Company?) and Crosslake Capital, LLC. (the ?Investor?) have entered into a Convertible Promissory Note Agreement dated as of 01/08/2021 (the ?Agreement?) providing for the issuanc

April 7, 2021 EX1A-6 MAT CTRCT

- EXHIBIT 6.11

EX1A-6 MAT CTRCT 18 ex611.htm EXHIBIT 6.11 EXHIBIT 6.11 PROMISSORY NOTE THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE-SKY LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS IT IS SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. $200,000 Carson City, Nevada January

March 30, 2012 15-12G

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-52489 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of registrant

November 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 [] TRANSITION REPORT PUR

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52489

September 13, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment 1 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [] TRANSITION R

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment 1 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

August 15, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52489 CHINA VITUP HEALTH

July 11, 2011 EX-16

Certified Public Accountants

KABANI & COMPANY, INC. Certified Public Accountants 6033 West Century Blvd., Suite 810, Los Angeles, CA 90045 Phone (310) 568-1625 Fax (310) 410-0371 www.kabanico.com July 11, 2011 Office of the Chief Accountant Securities and Exchange Commission 100 F Street North East Washington, DC 20549 Re: CHINA VITUP HEALTH CARE HOLDINGS, INC. File No. 000-52489 We have read the statements that we understand

July 11, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Event: July 7, 2011 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of r

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Event: July 7, 2011 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-52489 45-0552679 (State or other jurisdiction of incorporation) (Commission File Numbe

May 16, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 [] TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52489 CHINA VITUP HEALTH

April 15, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of registrant as specif

April 15, 2011 EX-10

Quitclaim Deed of the property of Dalian Zhongshan Vitup

EX-10 4 exhibit1019dalianzhongshanv.htm Quitclaim Deed of the property of Dalian Zhongshan Vitup Contract No. ZZ2011-9081 Party A: Dalian Vitup Healthcare Management Co., Ltd Registered Address: No.108-1, Nanshan Road, Zhongshan District, Dalian City Party B: Shubin Wang ID: 220622196506270630 Residential Address: Ming Ze Yuan, Dalian City, Liaoning Province Reason: Dalian Zhongshan Vitup Clinic i

March 30, 2011 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING (Check one) X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR Form N-CSR For quarter ended: December 31, 2010 ( ) Transition Report on Form 10-K ( ) Transition Report on Form 20-F ( ) Transition Report on Form 11-K ( ) Transition Report on Form 10-Q ( ) Transition Report on Form N-SAR

November 15, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 [] TRANSITION REPORT PUR

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52489

August 16, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 [] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52489 CHINA VITUP HEALTH

May 17, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 [] TRANSITION REPORT PURSUAN

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52489 CHIN

April 22, 2010 CORRESP

1

Mexoro Minerals, Ltd Frascona Joiner Goodman and Greenstein, P.C. 4750 Table Mesa Drive Boulder, Colorado 80305 ph: 303 494 3000 fx: 303 494 6309 April 22, 2010 Tabitha Akins Staff Accountant Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3561 Washington, D.C. 20549 Re: China Vitup Health Care Holdings, Inc. Item 4.01 Form 8-K Filed April 20, 2

April 22, 2010 CORRESP

China Vitup Health Care Holdings, Inc.

China Vitup Health Care Holdings, Inc. 108-1 Nashan Road Zhongshan District Dalian, P.R.C. April 22, 2010 Tabitha Akins Staff Accountant Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3561 Washington, D.C. 20549 Re: China Vitup Health Care Holdings, Inc. Item 4.01 Form 8-K Filed April 20, 2010 File No. 000-52489 Dear Ms. Akins: In connection wi

April 20, 2010 EX-16

EX-16

Converted by EDGARwiz

April 20, 2010 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Event: April 12, 2010 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-52489 45-0552679 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Empl

March 31, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of regist

February 1, 2010 EX-10

Senior Management Staff Employment Contract

Senior Management Staff Employment Contract Senior Management Staff Employment Contract Party A (Employer): DaLian Vitup Management Holdings Co.

February 1, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Event: January 19, 2010 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Event: January 19, 2010 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-52489 45-0552679 (State or other jurisdiction of incorporation) (Commission File N

February 1, 2010 EX-10

Senior Management Staff Employment Contract

EX-10 3 f1018seniormanagementstaffem.htm Senior Management Staff Employment Contract Party A (Employer): DaLian Vitup Management Holdings Co., Ltd Legal Representative: Wang Shubin (Chairman) Party B (Employee): Guo Chaobo Passport No.: 016713613 In order to establish employment relationship and identify the rights and obligations, the abovementioned two parties have reached an agreement in accord

November 13, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 [] TRANSITION REPORT PUR

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52489

October 13, 2009 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A AMENDMENT NO. 5 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CHINA VITUP HEALTH CARE HOLDINGS, IN

Form 10-SB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A AMENDMENT NO. 5 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada (State or jurisdiction of incorporation or organization) 45-0552679 (I.R.S

August 31, 2009 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A AMENDMENT NO. 4 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CHINA VITUP HEALTH CARE HOLDINGS, IN

Form 10-SB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A AMENDMENT NO. 4 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada (State or jurisdiction of incorporation or organization) 45-0552679 (I.R.S

August 14, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 [] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52489 CHINA VITUP HEALTH

July 13, 2009 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Event: November 15, 2006 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-52489 45-0552679 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

June 2, 2009 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A AMENDMENT NO. 3 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CHINA VITUP HEALTH CARE HOLDINGS, IN

Form 10-SB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A AMENDMENT NO. 3 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada (State or jurisdiction of incorporation or organization) 45-0552679 (I.R.S

May 19, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 [] TRANSITION REPORT PURSUAN

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52489 CHIN

May 15, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING (Check one) Form 10-K Form 20-F Form 11-K XForm 10-Q Form N-SAR Form N-CSR For quarter ended: March 31, 2009 ( ) Transition Report on Form 10-K ( ) Transition Report on Form 20-F ( ) Transition Report on Form 11-K ( ) Transition Report on Form 10-Q ( ) Transition Report on Form N-SAR For

April 15, 2009 EX-10

House Lease Agreement No: Vitup House Lease Agreement 2006-0989

House Lease Agreement House Lease Agreement No: Vitup House Lease Agreement 2006-0989 Party A (Lessor): Wang Shubin ID Card No: 220622196506270630 Address: No.

April 15, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of regist

April 15, 2009 EX-10

House Lease Agreement No: Vitup House Lease Agreement 2004-0988

House Lease Agreement House Lease Agreement No: Vitup House Lease Agreement 2004-0988 Party A (Lessor): Wang Shubin ID Card No: 220622196506270630 Address: No.

March 31, 2009 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING (Check one) X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR Form N-CSR For quarter ended: December 31, 2008 ( ) Transition Report on Form 10-K ( ) Transition Report on Form 20-F ( ) Transition Report on Form 11-K ( ) Transition Report on Form 10-Q ( ) Transition Report

November 18, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 [] TRANSITION REPORT PUR

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52489

November 14, 2008 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING (Check one) Form 10-K Form 20-F Form 11-K X Form 10-Q Form N-SAR Form N-CSR For quarter ended: September 30, 2008 ( ) Transition Report on Form 10-K ( ) Transition Report on Form 20-F ( ) Transition Report on Form 11-K ( ) Transition Report on Form 10-Q ( ) Transition Repor

October 28, 2008 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A AMENDMENT NO. 2 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CHINA VITUP HEALTH CARE HOLDINGS, IN

Form 10-SB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A AMENDMENT NO. 2 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada (State or jurisdiction of incorporation or organization) 45-0552679 (I.R.S

August 13, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 [] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52489 CHINA VITUP HEALTH

July 23, 2008 EX-10

Dalian Zhongshan Vitup Clinic’s Titles of Property, Rights and Interests Shift Contract

Dalian Zhongshan Vitup Clinic’s Titles of Property, Rights and Interests Shift Contract Dalian Zhongshan Vitup Clinic’s Titles of Property, Rights and Interests Shift Contract Serial number: zz2006-9081 Dalian Zhongshan Vitup Clinic’s titles of property, rights and interests shift contract (Hereinafter referred as “the contract”) is made and entered into as the first day of April 1, 2006 by the parties of this contract below: Party A: Mr.

July 23, 2008 EX-10

Amended Consulting Agreement

Consultancy Agreement Amended Consulting Agreement This agreement is made and entered into as of 7 (month) 7 (day), 2008 by both parties listed as below: (1) Party A: Dalian Vitup Management Holdings Co.

July 23, 2008 EX-10

EX-10

July 23, 2008 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada (State or jurisdiction of incorporation or organization) 45-0552679 (I.R.S. Employer Identification N

July 22, 2008 EX-24

POWER OF ATTORNYEY

POWER OF ATTORNYEY POWER OF ATTORNYEY Know all by these presents, that the undersigned hereby constitutes and appoints Gary S.

July 22, 2008 EX-24

POWER OF ATTORNYEY

POWER OF ATTORNYEY POWER OF ATTORNYEY Know all by these presents, that the undersigned hereby constitutes and appoints Gary S.

July 22, 2008 EX-24

POWER OF ATTORNYEY

POWER OF ATTORNYEY POWER OF ATTORNYEY Know all by these presents, that the undersigned hereby constitutes and appoints Gary S.

July 21, 2008 EX-24

POWER OF ATTORNYEY

POWER OF ATTORNYEY POWER OF ATTORNYEY Know all by these presents, that the undersigned hereby constitutes and appoints Gary S.

July 21, 2008 EX-24

POWER OF ATTORNYEY

POWER OF ATTORNYEY POWER OF ATTORNYEY Know all by these presents, that the undersigned hereby constitutes and appoints Gary S.

July 21, 2008 EX-24

POWER OF ATTORNYEY

POWER OF ATTORNYEY POWER OF ATTORNYEY Know all by these presents, that the undersigned hereby constitutes and appoints Gary S.

July 21, 2008 EX-24

POWER OF ATTORNYEY

POWER OF ATTORNYEY POWER OF ATTORNYEY Know all by these presents, that the undersigned hereby constitutes and appoints Gary S.

May 1, 2008 EX-10

House Lease Agreement No: Vitup House Lease Agreement 2004-0988

House Lease Agreement House Lease Agreement No: Vitup House Lease Agreement 2004-0988 Party A (Lessor): Shubin Wang ID Card No: 220622196506270630 Address: No.

May 1, 2008 10-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of

Form 10-SB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CHINA VITUP HEALTH CARE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada (State or jurisdiction of incorporation or organization) 45-0552679 (I.R.S. Employer Identif

May 1, 2008 EX-3

EX-3

May 1, 2008 EX-10

Exclusive Option Contract

Exclusive Option Contract Exclusive Option Contract This Exclusive Option Contract (Hereinafter referred to as “the Contract”) is made and entered into in Dalian as of 9 (month) 1 (day), 2006 by the parties listed as below: Party A: Dalian Vitup Management Holdings Co.

May 1, 2008 EX-10

Senior Management Staff Employment Contract

Senior Management Staff Employment Contract Senior Management Staff Employment Contract (1) Party A (Employer): DaLian Vitup Management Holdings Co.

May 1, 2008 EX-10

Dalian Zhongshan Vitup Clinic’s Property, Rights and Interests Shift Contract Serial number: ZZ2006-9081

Dalian Zhongshan Vitup clinic property, rights and interests Shift contract Dalian Zhongshan Vitup Clinic’s Property, Rights and Interests Shift Contract Serial number: ZZ2006-9081 Dalian Zhongshan Vitup Clinic’s property, rights and interests shift contract (Hereinafter referred as “the contract” is made and entered into in Dalian as of 9 (month) 1 (day), 2006.

May 1, 2008 EX-10

Share Pledge Contract

Stock Pledge Contract Share Pledge Contract This Share Pledge Contract (Hereinafter referred to as “the Contract”) is made and entered into in Dalian as of 9 (month) 1 (day), 2006 by the parties listed as below: Pledgee: Party A: Dalian Vitup Management Holding Co.

May 1, 2008 EX-3

BYLAWS CHINA VITUP HEALTH CARE HOLDINGS, INCORPORATED TABLE OF CONTENTS

BYLAWS BYLAWS OF CHINA VITUP HEALTH CARE HOLDINGS, INCORPORATED TABLE OF CONTENTS ARTICLE I.

May 1, 2008 EX-10

Proxy

Proxy Proxy We, Wang Shubin: a citizen of the People’s Republic of China (ID No.: 220622196506270630), a shareholder of Dalian Vitup Healthcare Management Co. Ltd (hereinafter referred to as “Dalian Vitup”), holding 51% of the shares of the company, Feng Gu: a citizen of the People’s Republic of China (ID No.: 220602196409190940), a shareholder of Dalian Vitup, holding 49% of the shares of the com

May 1, 2008 EX-10

Loan Agreement

Loan Agreement Loan Agreement This loan agreement (Hereinafter referred to as “the Agreement”) is made and entered into in Dalian as of 9 (month) 1 (day), 2006 by both parties listed as below: Party A: Dalian Vitup Management Holdings Co.

May 1, 2008 EX-10

Cooperation Agreement

Cooperation Agreement Cooperation Agreement Party A: Party B: Dalian Vitup Management Holdings Co.

May 1, 2008 EX-10

Senior Management Staff Employment Contract

Senior Management Staff Employment Contract Senior Management Staff Employment Contract (1) Party A (Employer): DaLian Vitup Management Holdings Co.

May 1, 2008 EX-10

Consulting Agreement

Consultancy Agreement Consulting Agreement This agreement is made and entered into as of 9 (month) 1 (day), 2006 by both parties listed as below: (1) Party A: Dalian Vitup Management Holdings Co.

May 1, 2008 EX-10

Senior Management Staff Employment Contract

Senior Management Staff Employment Contract Senior Management Staff Employment Contract (1) Party A (Employer): DaLian Vitup Management Holdings Co.

May 1, 2008 EX-10

Senior Management Staff Employment Contract

Senior Management Staff Employment Contract Senior Management Staff Employment Contract (1) Party A (Employer): Dalian Vitup Management Holdings Co.

January 28, 2008 EX-10.6

Dalian Zhongshan Vitup Clinic’s Property, Rights and Interests Shift Contract Serial number: ZZ2006-9081

Dalian Zhongshan Vitup clinic property, rights and interests Shift contract Dalian Zhongshan Vitup Clinic’s Property, Rights and Interests Shift Contract Serial number: ZZ2006-9081 Dalian Zhongshan Vitup Clinic’s property, rights and interests shift contract (Hereinafter referred as “the contract” is made and entered into in Dalian as of 9 (month) 1 (day), 2006.

January 28, 2008 EX-10.3

Exclusive Option Contract

Exclusive Option Contract Exclusive Option Contract This Exclusive Option Contract (Hereinafter referred to as “the Contract”) is made and entered into in Dalian as of 9 (month) 1 (day), 2006 by the parties listed as below: Party A: Dalian Vitup Management Holdings Co.

January 28, 2008 EX-10.1

Loan Agreement

EX-10.1 6 v100865ex10-1.htm Loan Agreement This loan agreement (Hereinafter referred to as “the Agreement”) is made and entered into in Dalian as of 9 (month) 1 (day), 2006 by both parties listed as below: Party A: Dalian Vitup Management Holdings Co., Ltd Address: NO.108-1, Nanshan Road, Zhongshan District, Dalian, China. Party B: Shubin Wang ID No.: [220622196506270630] Feng Gu ID No.: [22060219

January 28, 2008 EX-10.9

Senior Management Staff Employment Contract

EX-10.9 14 v100865ex10-9.htm Senior Management Staff Employment Contract (1) Party A (Employer): DaLian Vitup Management Holdings Co., Ltd Legal Representative: Shubin Wang (Chairman) Party B (Employee): Shubin Wang ID Card No.: 220622196506270630 In order to establish employment relationship and identify the rights and obligations, the abovementioned two parties have reached an agreement in accor

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