10SB12G/A: Registration of securities for small business [Section 12(g)]

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

FORM 10-SB/A-3
(Amendment No. 3)


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.
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(Exact name of registrant as specified in its charter)



Nevada 52-2088326
- ---------------------------------- ---------------------------------
(State of incorporation) (IRS employer identification No.)


1285 Avenue of the Americas, 35th Floor, New York, N.Y. 10019-6028
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices, including Registrant's zip code)

212 554 4197
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(Telephone number)

Mandalay Capital Corp.
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(Former name)

Securities to be registered under Section 12 (b) of the Act:

Title of each class Name of each exchange on which
to be registered: each class is to be registered:
- ------------------------------- ----------------------------------------
- ------------------------------- ----------------------------------------


Securities to be registered under Section 12 (g) of the Act:

Common Stock, $0.001 Par Value
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(Title of class)




FORM 10-SB/A-3
YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS

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

2



FORWARD-LOOKING STATEMENTS

ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE
COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 THE 1995 ACT SHAREHOLDERS AND
PROSPECTIVE SHAREHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER
ANY FORWARD - LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY
ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED HEREIN. THESE FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND
OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES
RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY.
ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG
OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE
BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE
DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT
ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE
COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING
STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE
INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS
CONTEMPLATED IN ANY OF THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN WILL BE
REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENT, THE COMPANY MAY
ALTER ITS MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN
TURN AFFECT THE COMPANY'S RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT
UNCERTAINTIES INHERENT IN THE FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE
INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY
THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL
BE ACHIEVED.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Save the World Air, Inc. (the "Company") was incorporated on February 18, 1998
under the name "Mandalay Capital Corp.". The Company changed its name to "Save
the World Air, Inc." on February 11, 1999 following the signing of the agreement
by and between the Company and Jeffrey Muller, the Company's officer and
director, with respect to the Company's purchase of "Zero Pollution Emission
Device" (the "Agreement"). Under the terms of the agreement, the Company issued
5,000,000 shares of its common stock to Mr. Muller and agreed to pay $500,000
and $10 royalty for every unit of the device sold.

The Company's primary business involves a Zero Pollution-Fuel Saving Device for
motor vehicles or petrol driven engines.

In December, 1998 the Company acquired the worldwide exclusive manufacturing,
marketing and distribution rights for the Zero Pollution Fuel Saving Device (the
"Zero Pollution Device") by entereing into the Agreement. The Zero Pollution
Device is an attachment that when fitted to an internal combustion engine
reduces the toxicity of exhaust gas emissions. The Zero Pollution 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 Zero
Pollution 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.

The Company's main focus has been on the implementation of a business plan with
the Zero Pollution Device as its flagship product.

While the Company is confident of the claims made with respect to the
performance of the Zero Pollution 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, telephone number 212-554 4197

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.

3



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 Device. In addition, the Company
will endeavor to seek opportunities to acquire and develop other ecologically
sound technologies that meet its requirements.

ITEM 3. DESCRIPTION OF PROPERTY

The Company did not enter into any lease agreements with respect to the offices
used by the Company in Australia and the United States (New York and San Diego).
The Company entered into oral arrangements with the occupants of such respective
offices pursuant to which agreements, the Company may use and share such offices
at no cost to the Company. The office in Australia is made available to the
Company by one of its shareholders.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables contain information, as of September 30, 2000, 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.

- ------------------------------ ----------------- ----------- ---------
BENEFICIAL OWNER NUMBER OF SHARES PERCENT NOTES
- ------------------------------ ----------------- ----------- ---------
JEFFREY A. MULLER 4,157,256 26.7% (1)
PRESIDENT AND DIRECTOR
- ------------------------------ ----------------- ----------- ---------
TOTAL OWNERSHIP OF 5%
SHAREHOLDERS, OFFICERS AND
DIRECTORS (2) 4,157,256 26.7% (1)
- ------------------------------ ----------------- ----------- ---------

Notes:

(1) Mr. Muller's address is 19-21 Garden Grove, Carrara, Queensland, Australia
4211. Mr. Muller is a director and officer of the Company. The number of shares
disclosed in the Beneficial Ownership Table does not include the option to
purchase 5,000,000 shares of common stock at $0.10 exercise price per share
which was granted to Mr. Muller, nor the option to purchase 5,000,0000 shares of
common stock at $0.10 exercise price per share which was granted to Lynn Muller,
Mr. Muller's wife and subsequently transferred to Mr. Muller. Also, does not
include 79,472 shares of common stock of Lynn Muller, Jeff Muller's wife, as to
which he disclaims his beneficial ownership.


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 Offices
Name Age Held With The Company
---- --- ---------------------

Jeffrey A. Muller 48 Director; President

Jeffrey A. Muller, the Company's founder, has been a President and Director of
the Company since February, 1999. 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.

The Company has no employees (only expert consultants).

ITEM 6. EXECUTIVE COMPENSATION

Jeffrey A. Muller, the President and Director of the Company does not receive
any compensation for his services and none has been reflected in the Statement
of Operations. Mr. Muller and his wife have been granted certain options to
purchase the Company's common stock - See Item 7 Certain Relationships and
Related Transactions.

4



ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

All of the marketing and manufacturing rights for the Zero Pollution Fuel Saving
Device were acquired from Jeffrey Muller, the Company's officer and sole
director for 5,000,000 shares, $500,000 and a $10 royalty for each unit sold,
pursuant to the agreement entered into in December, 1998, by and between
the Company and Mr. Muller.

In January, 2000 the Company entered into an agreement offering Jeffrey Muller
and Lynne Muller, Mr. Muller's wife, the rights to purchase five million shares
each at $0.10 per share (current market price as of the date of grant) as
consideration for work done for the Company.

The forgoing transaction between the Company and the members of management was,
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, 2000,
15,566,389 shares of the Company's Common Stock were issued and outstanding.

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.

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.

The holders of Common Stock are not entitled to preemptive or subscription
rights.

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.

5



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 15,566,389 shares of Common Stock were issued and
outstanding as of September 30, 2000.

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 "Financial
Statements Index"


PART III

ITEM 1. INDEX TO EXHIBITS

(A) Articles of Incorporation*

(B) Certificate of Amendment of Articles of Incorporation*

(C) By Laws of the Corporation*

(D) Agreement for the acquisition of the Zero Pollution Emission
Device*

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Previously filed with the SEC

6



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 November 20, 2000
- --------------------------
(Jeffrey A. Muller)


7



FINANCIAL STATEMENT INDEX

Auditors'report

Balance sheets for the years ended December 31, 1999 and 1998

Statements of Operations for the year ended December 31, 1999 and from
inception February 18 to December 31, 1998

Statement of Changes in Financial Position for the year ended December
31, 1999 and from inception February 18 to December 31, 1998

Statement of Stockholders' equity for the year ended December 31, 1999
and from inception February 18 to December 31, 1998

Notes to Financial Statements

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HOIBERG BUSINESS GROUP
ACCOUNTANTS & ADVISERS
Tel. +61 07 5443 7600
Fax. +61 07 5443 2435
Email.admin@HBG.com.au
Web. www.HBG.com.au


INDEPENDENT AUDITORS REPORT

The Board of Directors
Save the World Air, Inc.
Suite 3660 120 Broadway
New York
NEW YORK 10271


We have audited the accompanying balance sheets of Save The World Air, Inc. as
at December 31, 1999 and 1998 and the related statements of operations,
stockholder's equity and changes in financial position for the year ended
December 31, 1999 and the period from February 18, 1998 to December 31, 1998.
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 audit in accordance with generally accepted auditing standards.
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 audit provides 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 Save The World Air, Inc. as of
December 31, 1999 and 1998 and the results of its operations and its changes in
financial position for the year ended December 31, 1999 and the period from
February 18 to December 31, 1998, in conformity with generally accepted
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note Basis of
Presentation the Company is in the development stage. The Company's ability to
achieve the foregoing financing, which may be necessary to permit their
realization of assets and satisfaction of liabilities in the ordinary course of
business, is uncertain. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


/s/ Kevin Hoiberg
.............................
AUDITOR

, 2000

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