CLNV Clean Vision Corporation (QB)

 

 

 

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

 

Registration No. 333-271075

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

Amendment No. 2

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

CLEAN VISION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada		7389		85–1449444
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

2711 N. Sepulveda Blvd. #1051

Manhattan Beach, CA 90266

(424) 835-1845

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Mr. Daniel Bates

Chief Executive Officer

2711 N. Sepulveda Blvd. #1051

Manhattan Beach, CA 90266

(424) 835-1845

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)

 

Copies to:

 

Joseph M. Lucosky, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 Tel: (732) 395-4400

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. [ ]

 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

 EXPLANATORY NOTE

 

Clean Vision Corporation (the “Registrant”) is filing this Amendment No. 2 (this “Amendment”) to the Registration Statement on Form S-1 (File No. 333-271075) as an exhibits-only filing to file Exhibit 5.1 and Exhibit 23.2 (which is included in Exhibit 5.1). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, including the signature page and exhibit index. The prospectus is unchanged and has been omitted.

 

 

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PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

 

Item 16. Exhibits

 

(a)

The exhibits listed in the following Exhibit Index are filed as part of this Registration Statement.

 

Exhibit Number		Description of Exhibit
3.1		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)
3.2		Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Form 10 filed with the SEC on December 20, 2021)
3.3		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)
3.4		Certificate of Designation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 of the Company’s Form 10 filed with the SEC on December 20, 2021)
3.5		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.5 of the Company’s Form 10 filed with the SEC on December 20, 2021)
3.6		Articles of Incorporation for Endless Energy (incorporated by reference to Exhibit 3.6 of the Company’s Form 10 filed with the SEC on December 20, 2021)
3.7		Articles of Incorporation for Clean-Seas, Abu Dhabi PVT. LTD (incorporated by reference to Exhibit 3.7 of the Company’s Form 10 filed with the SEC on December 20, 2021)
3.8		Articles of Incorporation for Clean-Seas India Private Limited (incorporated by reference to Exhibit 3.8 of the Company’s Form 10 filed with the SEC on December 20, 2021)
4.1		Form of 5% Promissory Note
4.2		Form of Promissory Note
4.3		Form of Warrant
4.4		Form of Reg. D. Warrant
5.1*		Opinion of Lucosky Brookman LLP
10.1		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)
10.2†		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)
10.3†		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)
10.4†		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)
10.5		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)
10.6		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)
10.7		Form of Securities Purchase Agreement between Clean Vision Corporation and Coventry Enterprises, LLC dated December 9, 2022
10.8		Form of Registration Rights Agreement between Clean Vision Corporation and Coventry Enterprises, LLC dated December 9, 2022
10.9		Form of Securities Purchase Agreement dated February 17, 2023
10.10		Form of Registration Rights Agreement dated February 17, 2023
10.11		Form of Securities Purchase Agreement dated February 22, 2023
23.1		Consent of Fruci & Associates II, PLLC
23.2*		Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
24.1		Instance Document
101.INS		XBRL Taxonomy Schema Document
101.SCH		XBRL Taxonomy Calculation Linkbase Document
101.CAL		XBRL Taxonomy Definition Linkbase Document
101.DEF		XBRL Taxonomy Label Linkbase Document
101.LAB		XBRL Taxonomy Presentation Linkbase Document
101.PRE
107		Calculation of Filing Fee Table

  

*	Filed herewith
†	Management contract or compensatory plan or arrangement.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Manhattan Beach, California on April 17, 2023.

 

	CLEAN VISION CORPORATION
	By:	/s/ Daniel Bates
	Name:	Daniel Bates
	Title:	Chief Executive Officer
		(Principal Executive Officer)

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Daniel Bates		Chief Executive Officer, President and Director		April 17, 2023
Daniel Bates		(Principal Executive Officer)
*		Chief Financial Officer		April 17, 2023
Rachel Boulds		(Principal Financial and Accounting Officer)
*		Director		April 17, 2023
Dr. Michael Dorsey
*		Director		April 17, 2023
Gregg Michael Boehmer
*		Director		April 17, 2023
Bart Fisher

 

* By:	/s/ Daniel Bates
	Daniel Bates, Attorney-in-fact

 

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