UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               FORM 10-KSB/A NO. 2

(MARK ONE)

       |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED - JUNE 24, 2005

                                       OR

          |_| 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 000-27629

             SHEERVISION, INC. F/K/A CLEAN WATER TECHNOLOIGES, INC.
                 (Name of small business issuer in its charter)
                                      90274
                         (TELEPHONE NUMBER 310-265-8918)



                DELAWARE                                 23-2426437
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)


4030 PALOS VERDES DRIVE NORTH, SUITE 104                   90274
   ROLLING HILLS ESTATES, CALIFORNIA                     (Zip Code)
(Address of principal executive offices)

Issuer's telephone number:                        (310) 265-8918

Securities registered pursuant to Section 12(b)
of the Act:                                       None

Name of Exchange on which registered:             na

Securities registered pursuant to Section 12(g)
of the Act:                                       Common Stock, par value $0.001
                                                  per share

Name of exchange on which registered:             OTC Bulletin Board

<PAGE>


ITEM 13. EXHIBITS AND INDEX OF EXHIBITS.

(a)         EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B.  The Exhibits below
are required by Item 601 of Regulation S-B.


Exhibit
  No.       Description

  2.1       Acquisition of Escalator, Inc.*
  2.2       Lone Pine Resources, Inc. Merger*
  2.3       Agreement and Plan of Spinoff*
  2.4       Acquisition of Clean Water Technologies, Inc.*
  2.5       Acquisition of Zorax, Inc.*
  3.1       Articles of Incorporation*
  3.2       Bylaws*
   4        Share Certificate*
  10        Sublicense Agreement GSA*
  21        Subsidiaries of the Registrant*
  27        Financial Data Schedule*
  31.1      Certification
  31.2      Certification
  32.1      Certification
  32.2      Certification


* Previously filed.

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<PAGE>

                                   SIGNATURES

            Pursuant  to  the  requirements  of  Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934,  the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: September 28, 2006


                                      SHEERVISION, INC.


                                      BY: /s/ Suzanne Lewsadder
                                          -------------------------------------
                                          Suzanne Lewsadder
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER,
                                          Autorized Officer




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