10SB12G: Registration of securities for small business [Section 12(g)]
Published on January 27, 2000
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
................................................................................
SAVE THE WORLD AIR INC.
(Name of Small Business Issuer in its charter)
................................................................................
Nevada 52-2088326
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(State of incorporation) (I.R.S. Employer Identification No.)
................................................................................
1285 Avenue of the Americas, 35th Floor
New York, NY 10019-6028
(Address of principal executive offices)
Phone 212 - 554 4197
(Issuer's telephone number)
................................................................................
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: Name of each exchange on which
each class is to be registered:
................................................................................
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
................................................................................
(Title of class)
TABLE OF CONTENTS
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PART I
Item 1. Description of Business
Item 2. Management's Plan of Operation
Item 3. Description of Property
Item 4. Security Ownership of Certain Beneficial Owners and Management
Item 5. Directors, Executive Officers, Promoters and Control Persons
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions
Item 8. Description of Securities
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity
and Other Shareholder Matters
Item 2. Legal Proceedings
Item 3. Changes in or Disagreements with Accountants on
Accounting and Financial Disclosure
Item 4. Indemnification of Directors and Officers
PART F/S
Financial Statements
PART III
Item 1. Index to Exhibits
Signatures
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Mandalay Capital Corporation Inc. (the "Company") was incorporated under the
laws of the State of Nevada on February 18, 1998. An application was
approved in February, 1999, to change the name of the company to "Save The
World" Air Inc.
The Company's primary business involves
A Zero Pollution-Fuel Saving Device for motor vehicles or petrol driven engines.
ZERO POLLUTION-FUEL SAVING DEVICE
On Tuesday the 15th December, 1998 the Company announced that it had begun
negotiations to purchase the worldwide exclusive manufacturing, marketing and
distribution rights for the Zero Pollution Fuel Saving Device, an attachment
that when fitted to an internal combustion engine reduces the toxicity of
exhaust gas emissions. The device works on the inlet manifold before the harmful
gases are created and an improvement in fuel economy for the engine may also be
achieved.
On Tuesday 29th December, 1998 the Company announced that it had purchased all
rights to this device and this prompted the application for a name change to
"Save The World" Air Inc.
The Company's main focus has been on the implementation of a business plan with
the Zero Pollution Fuel Saving Device as it's flagship product.
While the Company is confident of the claims made in relation to the performance
of the device, there can be no assurances that this will be the case.
The Company's executive offices are located in both the United States and
Australia. The Australian address is 19-21 Garden Grove, Carrara, Queensland,
Australia 4211 and its telephone number is 011-61-7-55945556. Additionally, the
Company's principal office in the United States is located at 1285 Avenue of the
Americas, 35th Floor, New York, NY 10019-6028.
GOVERNMENT REGULATIONS
The Company's goal is to sell licenses to manufacture and market its
environmentally safe product throughout the world. As such, importation and
exportation regulations may impact its activities, to some degree. A breach of
such laws or regulations may result in the imposition of penalties, fines,
suspension or revocation of licenses. The Company is not currently involved in
any judicial or administrative proceedings and believes that it is in compliance
with all applicable regulations.
Although it is impossible to predict, with certainty, the effect that additional
importation and exportation requirements may have on future earnings and
operations, the Company is presently unaware of any future regulations that may
have a material effect on the Company's financial position, but cannot rule out
the possibility.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
During the period from the Company's inception in February of 1998 to December
31, 1999. The company had revenue of $125,000 from sale of Licenses.
Over the next year, the Company intends to focus on the business development and
marketing of its Zero Pollution Fuel Saving Device. In addition, the Company
will endeavour to seek opportunities to acquire and develop other ecologically
sound technologies that meet its requirements.
ITEM 3. DESCRIPTION OF PROPERTY
The Zero Pollution Fuel Saving Device is a product which is fitted to an
internal combustion engine and results in a reduction of carbon monoxide,
hydrocarbons and toxic exhaust emissions. The device works on the inlet manifold
before the harmful gases are created and may also improve fuel economy.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables contain information, as of December 31, 1999, of all
holders who, to the knowledge of the Company, were the beneficial owners of five
percent (5%) or more of the outstanding shares of the Common Stock of the
Company and of all Directors and Officers.
5% SHAREHOLDERS' LIST
Persons or entities owning more than 5% of the outstanding shares of the company
are : Jeffrey A. Muller
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Set forth below are the names and ages of and the positions and offices held by
each of the Directors and Executive Officers of the Company.
Positions and Officer
---------------------
Name Age With The Company
---- --- ----------------
Jeffrey A. Muller 48 Director; President
*Jeffrey A. Muller, the Company's founder, is a Director of the Company and also
serves as its President. In addition to Mr. Muller's involvement with the
Company, Mr. Muller also serves as Chairman of several companies in the Muller
Group in Australia. Mr. Muller has been the co-owner and managing director of
several private real estate investment companies, since 1984.
EMPLOYEES
The Company has no employees (only expert consultants).
ITEM 6. EXECUTIVE COMPENSATION
There has been Nil compensation paid to date to Company's Directors and
Executive Officers.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
100 % of the marketing and manufacturing rights for the Zero Pollution Fuel
Saving Device was acquired from Mr. Jeffrey Muller on 29th December, 1998 for
5,000,000 shares and $500,000 cash(yet to be paid).
The forgoing transactions between the Company and the members of management are,
and any future transactions will be, on terms no less favorable to the Company
than which could be obtained from unaffiliated third parties. In addition, any
future transactions entered into between the Company and members of management
or principal shareholders regarding such transactions are to be approved by the
Board of Directors.
ITEM 8. DESCRIPTION OF SECURITIES
The following description is qualified in all respects by reference to the
Company's Certificate of Incorporation and all amendments thereto and the
Company's By laws, copies of which are attached hereto as exhibits.
The Company's Certificate of Incorporation, as amended, currently authorizes
200,000,000 shares of Common Stock, $.001 par value. As of September 30, 1999,
15,297,125 shares of the Company's Common Stock were issued and are outstanding.
DIVIDENDS. The Company has not declared any dividends since its inception.
Because the Company intends to retain future earnings to fund the development
and growth of its business it does not anticipate paying cash dividends on the
Common Stock in its foreseeable future. Any payment of dividends in the future
is at the sole discretion of the Board of Directors of the Company. The
Company's decision will be dependent upon the Company's financial condition,
results of operations and other factors the Board deems relevant.
VOTING RIGHTS. Holders of shares of Common Stock will vote as a single class
together on all matters submitted to a vote of stockholders, with each share of
Common Stock entitled to one vote, except as otherwise provided by law.
PREEMPTIVE RIGHTS. The holders of Common Stock are not entitled to preemptive or
subscription rights.
TRANSFER AGENT
The transfer agent for the shares of Common Stock of the Company is Nevada
Agency and Trust Company The address of the transfer agent is 50 West Liberty
Street, Reno, Nevada. 89501.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND OTHER SHAREHOLDER MATTERS
The Company is authorized to issue 200,000,000 shares of Common Stock at $.001
par value per share, of which 15,297,125 shares of Common Stock were issued and
outstanding as of September 30, 1999.
ITEM 2. LEGAL PROCEEDINGS
There are currently no material pending legal proceedings as defined in Item 103
of Regulation S-B.
ITEM 3. CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants on accounting
and financial disclosure.
ITEM 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the General Corporation Law of the State of Nevada contains
provisions entitling directors and officers of the Company to indemnification
from judgments, fines, amounts paid in settlement, and reasonable expenses,
including attorney's fees, as the result of an action or proceeding in which
they may be involved by reason of being or having been a director or officer of
the Company, provided such officers or directors acted in good faith. There is
provision in the by laws or the Certificate of Incorporation of the Company
for indemnification of Officers and Directors.
PART F/S
For information regarding this item, reference is made to the "Index of
Financial Statements."
Index of Financial Statements
PART III
Item 1. Index to Exhibits
For information regarding this item, reference is made to the "Index of
Exhibits."
Index of Exhibits
Exhibit Description
Articles of Incorporation
By-Laws
December 1998 Agreement with Mr. Jeffrey A. Muller for 100%
ownership of the international marketing and manufacturing
rights for the Zero Pollution Fuel Saving Device
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
SAVE THE WORLD AIR, INC.
(REGISTRANT)
Signature Title Date
/s/ Jeffrey A. Muller Chairman and President January 26, 2000
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(Jeffrey A. Muller)
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
SAVE THE WORLD AIR, INC.
STATEMENT OF CASH FLOWS
JANUARY 1 1999 TO DECEMBER 31, 1999
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
SAVE THE WORLD AIR, INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31 1999
1. DESCRIPTION OF THE BUSINESS
The Company was incorporated under the Corporate Charter issued by the
Secretary of State of Nevada in the United States on February 18, 1998.
The Company is deemed to be an investment company. The company holds
the rights to manufacture and market a device that decreases the carbon
dioxide output on internal combustion engines.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements have been prepared in accordance with
accounting principles generally accepted and include the following
accounting principles.
(a) BASIS OF PRESENTATION - GOING CONCERN
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realisation of assets and
satisfaction of liabilities in the normal course of business. The
company has been engaged in the identification and development of its
zero pollution device. The Company's ability to meet its obligations
and successfully develop its project and, ultimately, to attain
profitable operations is dependent upon further developing and
marketing the device known as Zero Pollution and obtaining additional
financing from either third parties or its present shareholders.
(b) ACCOUNTING METHODS
The Company recognises income and expenses based on the accrual method
of accounting.
SAVE THE WORLD AIR, INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31 1999
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
(c) DIVIDEND POLICY
The Company has not yet adopted any policy regarding the payment of
dividends.
(d) CASH AND CASH EQUIVALENTS
The Company considers all highly liquid instruments purchased with a
maturity, at the time of purchase, of less than three months, to be
cash equivalents.
(e) LOSS PER SHARE
Primary loss per share amount is computed based on the weighted average
number of shares actually outstanding during the period reported on.
Fully diluted loss per share is computed under the same basis since
there are not warrants or share subscriptions outstanding.
(f) INCOME TAXES
For the period ended December 31 1999 (the date of these financial
statements), the Company had a net operating loss of $23,972. The tax
SAVE THE WORLD AIR, INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1999
2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
(f) INCOME TAXES - CONTINUED
benefits from the loss carried forward is offset by a valuation reserve
because the future tax benefit is indeterminable.
The net operating loss carryover will expire beginning in the year 1999
through 2013.
(g) FOREIGN CURRENCY TRANSLATION
The translations of the Company completed in foreign dollars have been
translated to US dollars. Assets and liabilities are translated at the
year end exchange rates and the income and expenses at the average
rates of exchange prevailing during the period reported on. Any gains
or loss resulting from the translations would be shown in the Statement
of Operations.
(h) FINANCIAL INSTRUMENTS
For cash, deposit and accounts payable and accrued liabilities, the
carrying amount of these financial instruments approximates their fair
value due to their short-term maturity capacity of prompt liquidation
or settlement. The account payable does not bear any interest thereon.