NT 10-Q: Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB
Published on November 14, 2007
|
OMB
APPROVAL
|
|
OMB
Number: 3235-0058
|
|
Expires: April 30,
2009
|
|
Estimated
average burden hours per response ...
2.50
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
|
(Check
one):
|
|
o
Form 10-K o
Form 20-F o
Form 11-K þ
Form 10-Q o
Form 10-D o
Form N-SAR o
Form N-CSR
|
||||
|
|
|
|
|
|
|
|
|
|
|
For
Period Ended:
|
|
September
30, 2007
|
||
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
o
Transition Report on Form 10-K
|
|
|||
|
|
|
o
Transition Report on Form 20-F
|
|
|||
|
|
|
o
Transition Report on Form 11-K
|
|
|||
|
|
|
o
Transition Report on Form 10-Q
|
|
|||
|
|
|
o
Transition Report on Form N-SAR
|
|
|||
|
|
|
For
the Transition Period Ended:
|
|
|
||
|
Read
Instruction (on back page) Before Preparing Form. Please Print
or
Type.
Nothing
in this form shall be construed to imply that the Commission
has verified
any information contained
herein.
|
If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
SAVE
THE
WORLD AIR, INC.
Full
Name
of Registrant
Former
Name if Applicable
235
Tennant Avenue
Address
of Principal Executive Office (Street and Number)
Morgan
Hill, California 95037
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense and
the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
|
þ
|
|||||
|
|
|
(a)
|
|
The
reason described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or expense
|
|
|
|
|
|
|
||
|
|
|
(b)
|
|
The
subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the
subject
quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date;
and
|
|
|
|
|
|
|
||
|
|
|
|
(c)
|
|
The
accountant’s statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
|
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Due
to
its small size and limited number of employees, including the recent change
in
its Chief Executive Officer and the resignation of its Chief Financial Officer
effective November 5, 2007, the Company has not completed the preparation of
its
report on Form 10-QSB for the period ended September 30, 2007.
|
SEC
1344 (03-05)
|
|
Persons
who are to respond to the collection of information contained in
this form
are not required to respond unless the form displays a currently
valid OMB
control number.
|
PART
IV — OTHER INFORMATION
|
(1)
|
|
Name
and telephone number of person to contact in regard to this
notification
|
|
|
|
|
|
|
|
Eugene
Eichler
|
|
818
|
|
753-4114
|
|
(Name)
|
|
(Area
Code)
|
|
(Telephone
Number)
|
|
(2)
|
|
Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
|
|
|
|
Yes þ No o
|
|
|
|
(3)
|
|
Is
it anticipated that any significant change in results of operations
from
the corresponding period for the last fiscal year will be reflected
by the
earnings statements to be included in the subject report or portion
thereof?
|
|
|
|
Yes þ No o
|
|
|
|
|
|
If
so, attach an explanation of the anticipated change, both narratively
and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be
made.
|
The
Company did not generate any revenue for the three-month periods ended September
30, 2007 and 2006. We generated revenue of $22,000 and incurred cost
of goods sold of $5,360 for the nine-month period ended September 30, 2007,
compared to $-0- and $-0-, respectively, for the nine-month period ended
September 30, 2006.
The
Company expects to report that operating expenses were $873,971 for the
three-month period ended September 30, 2007, compared to $1,718,614 for the
three-month period ended September 30, 2006, a decrease of $844,643. This
decrease is attributable to decreases in non-cash expenses of $591,646 and
cash
expenses of $252,997. Specifically, the non-cash decrease is attributable to
the
revaluation of options and warrants given to employees and consultants
($592,982), partially offset by an increase in depreciation ($1,336). Decreases
in cash expenses are attributable to decreases in travel expenses ($89,591),
consulting and professional fees ($80,367), office and other expenses ($43,783),
exhibits and trade shows ($39,595), and corporate expenses
($22,999), partially offset by an increase in salaries and benefits
($23,338).
The
Company expects to report that operating expenses were $3,177,533 for the
nine-month period ended September 30, 2007, compared to $5,326,222 for the
nine-month period ended September 30, 2006, a decrease of
$2,148,689. This decrease is attributable to a decrease in non-cash
expenses of $2,173,192, offset by an increase in cash expenses of $24,503.
Specifically, the non-cash decrease is attributable to the revaluation of
options and warrants given to employees and consultant ($2,227,346), partially
offset by an increase in depreciation ($54,154). Increases in cash expenses
are
attributable to increases in consulting and professional fees ($108,540), and
salaries and benefits ($54,197), office and other expenses ($31,709), partially
offset by decreases in travel expenses ($121,198) and corporate expenses
($42,378) exhibits and trade shows ($6,367).
The
Company expects to report that research and development
expenses were $98,427 for the three-month period ended September 30, 2007,
compared to $95,608 for the three-month period ended September 30, 2006, an
increase of $2,819. This increase is attributable to an increase in product
testing, research and supplies ($41,737) partially offset by decreases in
consulting fees ($23,597), and travel and related expenses
($15,321).
The
Company expects to report that research and development expenses were $539,610
for the nine-month period ended September 30, 2007, compared to $274,713 for
the
nine-month period ended September 30, 2006, an increase of $264,897. This
increase is attributable to an increase in product testing, research and
supplies ($392,945), partially offset by decreases in consulting fees ($86,784)
and travel and related expenses ($41,264).
The
Company expects to report that other expense for the three-month period ended
September 30, 2007 were $645,454, compared to $146,803 for the three-month
period ended September 30, 2006, an increase of $498,651. This increase is
attributable to increases in non-cash interest expense ($331,573), cash interest
expense ($14,940), financing costs ($148,455) and a decrease in
interest income ($5,954), offset by an increase in other income
($2,271).
The
Company expects to report that other expense for the nine-month period ended
September 30, 2007 were $1,358,893, compared to $2,349,620 for the nine-month
period ended September 30, 2006, a decrease of $990,727. This decrease is
attributable to decreases in non-cash interest expense ($1,318,258), cash
interest expense ($71,479), and an increase in other income ($2,323), partially
offset by an increase in financing cost ($388,453), and a decrease in interest
income ($12,880).
The
Company expects to report a net loss of $1,617,852, or $0.04 per share, for
the
three-month period ended September 30, 2007, compared to a net loss of
$1,961,025, or $0.05 per share, for the three-month period ended September
30,
2006. The Company expects to report a net loss of $5,060,196, or $0.13 per
share, for the nine-month period ended September 30, 2007, compared to a net
loss of $7,951,355, or $0.23 per share, for the nine-month period ended
September 30, 2006. The Company expects to report that is will incur additional
net loss in the fiscal year ending December 31, 2007, primarily attributable
to
continued operating and marketing-related expenditures without the benefit
of
any significant revenue for the remainder of the year.
SAVE
THE
WORLD AIR, INC.
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
|
|
|
|
|
|
Date
|
|
November
13, 2007
|
|
By:
|
|
/s/
Eugene Eichler
|
|
|
|
|
|
|
|
Eugene
Eichler
|
|
|
|
|
|
Title:
|
|
Interim
Chief Executive Officer
|