Form 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 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 File Number)		(I.R.S. Employer Identification No.)

2711 N. Sepulveda Blvd. Suite 1051

Manhattan Beach, CA 90266

(Address of Principal Executive Offices) (Zip Code)

(424) 835-1845

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On July 20, 2024, Clean Vision Corporation (the “Company”) received a written notification from its independent registered public accounting firm, Fruci & Associates II, PLLC (“Fruci”), advising the Company that, through no fault of the Company and solely due to Fruci’s failure to follow sufficient audit procedures, the financial statements (the “2023 Financials”) and audit opinion (the “2023 Fruci Opinion”) issued by Fruci in connection with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) can no longer be relied upon and that Fruci was withdrawing the 2023 Fruci Opinion.

During conversations between Fruci and certain members of the Company’s management and board of directors where these matters were discussed, Fruci took full responsibility and advised the Company that the failure to sufficiently comply with audit procedures concerning the 2023 Financials and 2023 Fruci Opinion resulted solely from Fruci’s failure to complete sufficient audit procedures and not from any act or omission of the Company.

Fruci also advised the Company that it (i) is in the process of completing the omitted audit procedures and (ii) fully agrees with the disclosure contained in this Current Report on Form 8-K as set forth in its letter to the Company dated July 25, 2024, a copy of which is filed as Exhibit 99.1 herewith.

Upon Fruci’s successful completion of the omitted audit procedures, the Company intends to file an amendment to its 2023 Annual Report to include a new audit opinion from Fruci.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Letter from Fruci & Associates II, PLLC to the Clean Vision Corporation dated July 25, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLEAN VISION CORPORATION

Date: July 25, 2024	By:	/s/ Daniel Bates
	Name:	Daniel Bates
	Title:	Chief Executive Officer

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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review of its Current Report on Form 8-K (the “Current Report”) and are in agreement with the disclosure in the Current Report, insofar as it pertains to our firm.

We hereby consent to the filing of this letter as an exhibit to the Current Report.

Members of:

WSCPA

AICPA

PCPS

802 North Washington

PO Box 2163

Spokane, Washington

99210-2163

P 509-624-9223

TF 1-877-264-0485

mail@fruci.com

www.fruci.com

Sincerely,

Fruci & Associates II, PLLC

Cover	Jul. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 20, 2024
Entity File Number	024-11501
Entity Registrant Name	Clean Vision Corporation
Entity Central Index Key	0001391426
Entity Tax Identification Number	85-1449444
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2711 N. Sepulveda Blvd
Entity Address, Address Line Two	Suite 1051
Entity Address, City or Town	Manhattan Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90266
City Area Code	(424)
Local Phone Number	835-1845
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true