MedClean Technologies, Inc.(fka MCLN)

[BillyBahama]

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION JUNE 15, 2010


The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and neither we nor the selling stockholders are soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS



MEDCLEAN TECHNOLOGIES, INC.

26,995,331 Shares of Common Stock


This Prospectus relates to the resale of up to 26,995,331 shares of our common stock to be offered by the selling stockholders consisting of (i) 20,298,666 unissued shares of our common stock to be offered for resale by selling stockholders upon the exercise of outstanding common stock purchase warrants issued to certain investors in the Company and (ii) 6,696,665 unissued shares of our common stock to be offered for resale by selling stockholders upon exercise of common stock options issued to certain employees of the Company.


The selling stockholders may sell Common Stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions. See “Plan of Distribution” which begins on page 28.


We will not receive any of the proceeds from the sale of Common Stock by the selling stockholders. However, we will generate proceeds from the cash exercise of the warrants by the selling stockholders, if any. We intend to use those proceeds for general corporate purposes. We will pay the expenses of registering these shares.


Our common stock is quoted on the Over-the-Counter Bulletin Board and trades under the symbol “MCLN.” The last reported sale price of our common stock on the Over-the-Counter Bulletin Board on June 15, 2010, was approximately $.0166 per share.


We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.


Brokers or dealers effecting transaction in the securities should confirm the registration of these securities under the securities laws of the states in which transactions occur or the existence of our exemption from registration.


YOU SHOULD CONSIDER CAREFULLY THE RISKS ASSOCIATED WITH INVESTING IN OUR COMMON STOCK. BEFORE MAKING AN INVESTMENT, PLEASE READ THE “RISK FACTORS” SECTION OF THIS PROSPECTUS, WHICH BEGINS ON PAGE 5.


NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

http://ih.advfn.com/p.php?pid=nmona&article=43249038&symbol=NB%5EMCLN