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

                               FORM 10-KSB/A NO. 1

(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>

Check  whether the Issuer (1) filed all reports  required to be filed by section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period that  Registrant  was required to file such
reports) and (2) has been subject to such filing  requirements  for at least the
past 90 days.     Yes [_]  No [X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B contained in this form and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [_]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act).     Yes [_]  No [X]

State the issuer's revenues for its most recent fiscal year. $1,972,460 (2005)

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within past 60 days. $1,321,155

Registrant had 12,167,519  issued and  outstanding  shares of common stock,  par
value $0.001 per share, as of August 31, 2006.

If  annual  report to  security  holders,  proxy or  information  statement,  or
prospectus is  incorporated  by reference,  describe and identify part of 10-KSB
into which it is incorporated.

Transitional Small Business Disclosure Format (Check one):  Yes [_]  No [X]

<PAGE>

                                EXPLANATORY NOTE

            This Annual  Report on Form  10-KSB/A No. 1 amends the Annual Report
on Form 10-KSB of SheerVision,  Inc., a Delaware  corporation  (formerly,  Clean
Water Technologies,  Inc.), filed with the Securities and Exchange Commission on
September 19, 2005 (the  "ORIGINAL  FORM 10-KSB") by amending Part II, Item 7 of
the Original Form 10-KSB by providing an amended auditors report in substitution
for the auditors  report  included in the Original  Form 10-KSB as page F-1. The
remainder of Part III, Item 7 is included  herein in  accordance  with the rules
and regulations of the Securities and Exchange Commission.

                                    PART II

ITEM 7.  Financial Statements

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
Clean Water Technologies, Inc.
Tarpon Springs, Florida


         We have audited the balance sheet of Clean Water Technologies, Inc. as
of June 24, 2005, and June 25, 2004 and the related statements of operations,
stockholder's equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

         We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provided a reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Clean Water
Technologies, Inc. as of June 24, 2005 and June 25, 2004, and the results of its
operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.



/s/Baumann Raymondo & Company PA
Tampa, Florida
September 9, 2005

<PAGE>

                         CLEAN WATER TECHNOLOGIES, INC.

                                 BALANCE SHEETS



                                                  Fifty-two          Fifty-two
ASSETS                                           Weeks Ended        Weeks Ended
                                                June 24, 2005      June 25, 2004
                                                -------------      -------------

Cash                                             $     5,952        $    12,120
Deposits                                                 925                925
License agreement                                          -             15,000
                                                 -----------        -----------
                                                 $     6,877        $    28,045
                                                 ===========        ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Due to officers                                  $    34,150        $    25,621
Royalty fees payable                                   1,125              1,125
                                                 -----------        -----------
Total liabilities                                     35,275             26,746
                                                 -----------        -----------

STOCKHOLDERS' EQUITY

Common stock - par value $.001
Authorized 50,000,000 shares -
issued and outstanding 7,217,855                      63,043             63,043
Additional paid in capital                         1,021,016            971,016
Accumulated deficit                               (1,112,457)        (1,032,760)
                                                 -----------        -----------

Total stockholders' equity                           (28,398)             1,299
                                                 -----------        -----------

                                                 $     6,877        $    28,045
                                                 ===========        ===========


                       Read independent auditors' report.
   The accompanying notes are an integral part of these financial statements.

                                       F-2

<PAGE>

                         CLEAN WATER TECHNOLOGIES, INC.

                            STATEMENTS OF OPERATIONS


                                                  Fifty-two          Fifty-two
                                                 Weeks Ended        Weeks Ended
                                                June 24, 2005      June 25, 2004
                                                -------------      -------------

Revenue                                          $         -        $     7,200
                                                 -----------        -----------

Operating Expenses:

Accounting and legal                                   4,570              6,457
Dues and Subscriptions                                   290                  -
Patent Expenses                                        4,452                  -
Royalty fees                                               -              6,292
Consulting fees                                        1,612                594
Transfer                                                 500                  -
Rent                                                   1,500              6,000
Legal Fees                                               728                  -
Depreciation                                               -                  -
Telephone and utilities                                  737                809
Taxes, licenses and filing fees                          308              2,727
Salaries expense                                      50,000             60,000
Write off of license agreement                        15,000                  -
                                                 -----------        -----------

Total operating expenses                              79,697             82,879
                                                 -----------        -----------

Net income (loss)                                $   (79,697)       $   (75,679)
                                                 ===========        ===========

Net income (loss) per common share
basic and fully diluted                          $      (.01)              (.01)
                                                 ===========        ===========

Weighted average number of shares

Basic                                              7,217,855          7,217,855
                                                 ===========        ===========

Fully diluted                                      7,217,855          7,217,855
                                                 ===========        ===========


                       Read independent auditors' report.
   The accompanying notes are an integral part of these financial statements.

                                       F-3

<PAGE>

                         CLEAN WATER TECHNOLOGIES, INC.

                       STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                   C o m m o n  S t o c k
                                                 --------------------------
                                                                                 Additional
                                                  Number of          Par           Paid-In          Retained
                                                   Shares           Value          Capital          Deficit
                                                 -----------      ---------      -----------      ------------

<S>                                                <C>            <C>            <C>              <C>
Balance - June 28, 2002                            5,717,855      $  61,543      $   811,171      $   (869,590)
                                                 -----------      ---------      -----------      ------------

Issuance of stock for services                     1,500,000          1,500           73,500                 -

Shareholder loan converted to
paid in capital                                            -              -           10,000                 -

Net (loss)                                                 -              -                -           (87,491)
                                                 -----------      ---------      -----------      ------------

Balance - Balance June 27, 2003                    7,217,855         63,043          894,671      $   (957,081)

Officer donated services                                   -              -           60,000                 -

Shareholder loan converted to
paid in capital                                            -              -           16,345                 -
Net (loss)                                                 -              -                -           (75,678)
                                                 -----------      ---------      -----------      ------------

Balance - June 25, 2004                            7,217,855         63,043          971,016        (1,032,760)

Officer donated services                                   -              -           50,000                 -

Shareholder loan converted to
paid in capital                                            -              -                -                 -

Net (loss)                                                 -              -                -           (79,697)

Balance - June 24, 2005                            7,217,855      $  63,043      $ 1,021,016      $ (1,112,457)
                                                 ===========      =========      ===========      ============
</TABLE>


                       Read independent auditors' report.
   The accompanying notes are an integral part of these financial statements.

                                       F-4

<PAGE>

                         CLEAN WATER TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS

                                                  Fifty-two          Fifty-two
                                                 Weeks Ended        Weeks Ended
                                                June 24, 2005      June 25, 2004
                                                -------------      -------------

Cash flows from operating activities:

Net (loss)                                       $ (79,697)         $  (75,678)
Adjustment to reconcile net loss to
net cash (used) in operations:
Decrease in license agreement                       15,000
Officer donated services                            50,000              60,000
Decrease in royalty fees payable                         -              (2,475)
                                                 ---------          ----------

Net cash (used) in operating activities            (14,697)            (18,153)
                                                 ---------          ----------

Cash flows provided by financing activities:

Increase in due to officer                           8,529              24,205
                                                 ---------          ----------

Net cash provided by financing activities            8,529              24,205
                                                 ---------          ----------

Net increase (decrease) in cash                     (6,168)              6,052

Cash - beginning                                    12,120               6,068
                                                 ---------          ----------

Cash - ending                                    $   5,952          $   12,120
                                                 =========          ==========


                       Read independent auditors' report.
   The accompanying notes are an integral part of these financial statements.

                                       F-5

<PAGE>

                         CLEAN WATER TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS


1. Organization and Nature of Business:

Escalator, Inc. was incorporated under the General Corporation laws of the state
of Delaware on April 17, 1986. On April 22, 1998, a certificate of amendment was
filed to change the name of the Company to Nu Electric Corporation.  On April 2,
2002 the Company  filed for another  amendment to change its name to Clean Water
Technologies,  Inc. the  ("Company").  The Company is a publicly traded Company,
which trades under the symbol CWTI.

2. Summary of Significant Accounting Policies:

A. INCOME/(LOSS) PER COMMON SHARE:

The income or loss per common share is based on the weighted average number of
shares outstanding.

B. STATEMENT OF CASH FLOWS:

For purposes of the statement of cash flows, the Company considers all highly
liquid accounts with a maturity of three months or less as cash equivalents.

C. CONCENTRATIONS OF CREDIT RISK:

Financial instruments which potentially subject the Company to concentrations of
credit risk consist of cash and cash equivalents. The company places its
temporary cash investments with a quality, high credit financial institution. At
times, such investments, along with the Company's cash balances with this
institution, exceeded the current insured amount under the Federal Deposit
Insurance Corporation.

D. USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

E. ADVERTISING COSTS:

The Company expenses the production costs of advertising the first time the
advertising takes place.

                                       F-6

<PAGE>

                         CLEAN WATER TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

3. Income Taxes:

The Company records its federal and state tax liabilities in accordance with
Financial Accounting Standards Board Statement No. 109 "ACCOUNTING FOR INCOME
TAXES". Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of tax currently due and deferred taxes.
Deferred taxes are recorded for temporary differences in the recognition of
income and expenses between tax and financial accounting, using current tax
rates. Deferred assets and liabilities represent the future tax consequences of
those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled.

For income tax reporting, the Company and its subsidiaries have net operating
loss carry forwards, available to reduce future Federal income taxes. If not
used, the carry forwards will expire as follows:

            Year Ending                          Federal Net
              In June                           Operating Loss
       -----------------------------------------------------------
                2008                                  33,713
                2010                                  13,569
                2011                                 121,290
                2012                                  24,259
                2013                                  22,798
                2014                                  12,591
                2015                                   7,212
                2016                                  87,491
                                       ---------------------
                                                   $ 322,923
                                       =====================

4. Business Combinations:

On June 30, 1999, Clean Water Technologies, Inc. & Subsidiaries, a Delaware
Corporation entered into a merger agreement with Clean Water Technologies, Inc.,
(CWT) a Florida Corporation. The merger was accounted for by the pooling of
interests method, where all of the shares of outstanding common stock was
exchanged for 893,000 shares of common stock of Clean Water Technologies, Inc. &
Subsidiaries. CWT had no assets, liabilities or income of any kind, character or
description at the time of the merger, and accordingly there was no effect on
the revenues and earnings reported. CWT holds a license for a technology
developed at USF (University of South Florida) to remove arsenic from drinking
water. In October 1999 the Company granted GSA Resources, Inc. an exclusive
sublicense to use and market the technology to remove arsenic from drinking
water. This license was subsequently transferred to International Water
Purification Technologies, LLC (IWPT) in July 2003.

Minimum royalty payments under this agreement are as follows:


         2005 (and until termination)          $10,368

                                       F-7

<PAGE>

                         CLEAN WATER TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS


5. Related Party Transactions:

The officers donated services to the Company in fiscal 2005. The services were
valued at $50,000.

The Company rents office space from the officers of the Company under an
informal lease agreement.

The Company is indebted to the officers in the amount of $34,150 at June
24,2005. The indebtedness is not evidenced by a formal promissory note.

On September 21, 2000 the Company merged with Zorax, Inc. the owner of an
exclusive worldwide license to manufacture and market a proprietary process
technology that improves the extraction of cryptosporidium and giardia from
drinking water. Zorax, Inc. has no assets or liabilities other than its license
of the technology and research agreement with Johns Hopkins University, the
owner of the technology. On April 4, 2005, the Company was notified by Johns
Hopkins University that the license agreement had been terminated as of March
25, 2005. Accordingly, a $15,000 expense was recorded on March 25, 2005 to
recognize the loss of the license agreement.

                                       F-8

<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        Certification*
  32        Certification*


* Previously filed.

                                       3
<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 21, 2006


                                      SHEERVISION, INC.


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




                                       4