S-1/A

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, 5^th 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.

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 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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EX-5.1

Exhibit 5.1

	LUCOSKY BROOKMAN LLP  101 Wood Avenue South  5th Floor  Woodbridge, NJ 08830  T - (732) 395-4400  F- (732) 395-4401
April 17, 2023
	111 Broadway  Suite 807  New York, NY 10006  T - (212) 417-8160  F - (212) 417-8161
Clean Vision Corporation 2711 N. Sepulveda Blvd. #1051 Manhattan Beach, CA 90266	www. lucbro.com

Re:  Registration Statement on Form S-1 

Ladies and Gentlemen:

We are acting as counsel for Clean Vision Corporation, a Nevada corporation (the “Company”) in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-1 (the “Registration Statement”). The Company is filing the Registration Statement in connection with the offering from time to time, pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Act”), by certain selling stockholders (the “Selling Stockholders”) of up to 932,369,700 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share. The Shares include:

(i) up to 898,869,700 Shares pursuant to that certain Securities Purchase Agreement the Company closed on with one (1) Selling Shareholder on February 21, 2023 (the “February Purchase Agreement”), which includes (a) 840,000,000 Shares issuable upon conversion of senior convertible notes in the aggregate principal amount of $4,000,000 (the “February Notes”) and (b) 58,869,700 Shares issuable upon exercise of warrants issued pursuant to the February Purchase Agreement (the “February Warrants”); and

(ii) up to 33,500,000 Shares pursuant to those certain Securities Purchase Agreements entered into and closed on February 22, 2023 with five (5) Selling Stockholders (the “Reg. D. Purchase Agreement”) as follows (a) up to 16,750,000 Shares issued pursuant to the Reg. D. Purchase Agreements (the Reg. D. Shares”) and (b) up to 16,750,000 Shares issuable upon exercise of the warrants issued pursuant to the Reg. D. Purchase Agreements (the “Reg. D. Warrants”).

The offering of the Shares will be as set forth in the prospectus (the “Prospectus”) contained in the Registration Statement, as amended, and as supplemented from time to time.

In rendering these opinions, we have examined the Company’s Articles of Incorporation and Bylaws, both as amended and currently in effect, the Registration Statement, and the exhibits thereto, and such other records, instruments and documents as we have deemed advisable in order to render these opinions. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photo static copies and the authenticity of the originals of such latter documents. In providing these opinions, we have further relied as to certain matters on information obtained from officers of the Company. We are opining herein as to the laws of the United States and Chapter 78 of the Nevada Revised Statutes of the State of Nevada, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

· The issuance of the Shares has been duly authorized by all necessary corporate action of the Company, and when the Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the holder of such Shares and have been issued by the Company upon (i) conversion of the February Notes as set forth in the Registration Statement, such shares will be validly issued, fully paid and non-assessable and (ii) exercise of the February Warrants and the Reg. D. Warrants against payment therefor as set forth in the Registration Statement, such shares will be validly issued, fully paid and non-assessable.

· The Reg. D. Shares have been duly authorized, validly issued, fully paid and non-assessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very Truly Yours,

/s/ Lucosky Brookman LLP

Lucosky Brookman LLP