SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

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

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)

SAVE THE WORLD AIR, INC.
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(Name of Issuer)

COMMON STOCK
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(Title of Class of Securities)

805147 10 5
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(CUSIP Number)

Morale Orchards, LLC, 235 Tennant Avenue, #5, Morgan Hill, CA 95037
(818) 753-4114
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 10, 2003
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(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].


Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for
other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).


CUSIP No. 805147 10 5

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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Morale Orchards, LLC
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only

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4. Source of Funds (See Instructions)
SEE ITEM 3, BELOW.
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]

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6. Citizenship or Place of Organization
Oregon
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7. Sole Voting Power
NUMBER OF 6,328,642
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY -0-
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 6,328,642
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,328,642
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
11.3%
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14. Type of Reporting Person (See Instructions)
OO - Limited Liability Company
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Item 1. Security and Issuer.

The name of the issuer is Save The World Air, Inc., a Nevada
corporation (the "Company"), which has its principal executive offices at 235
Tennant Avenue, #5, Morgan Hill, CA 95037. This statement relates to the
Company's common stock.

Item 2. Identity and Background.

(a)-(f). This Schedule 13D is being filed by Morale Orchards, LLC
("Morale" or the "Reporting Person"). The principal office of the Reporting
Person is 235 Tennant Avenue, #5, Morgan Hill, CA 950037. The beneficial shares
(the "Shares") of common stock of the Company disclosed in this Schedule 13D are
legally and beneficially owned by the Reporting Person and represent 5,530,848
shares of common stock of the Company and 797,794 Warrants to purchase 797,794
shares of the Company's common stock, of which 360,294 are currently exercisable
at a price of $0.85 per share and expire on November 4, 2011, and of which
437,500 are currently exercisable at a price of $0.70 per share and expire on
January 12, 2012. Jacqueline Alexander is the sole legal and beneficial owner of
100% of the membership interests, and the sole manager, of the Reporting Person.
Morale is an orchard in the business of growing Asian pears.

During the last five years, neither the Reporting Person nor Jacqueline
Alexander has been (A) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (B) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.


Item 3. Source and Amount of Funds or Other Consideration.

The source of funds used by the Reporting Person to acquire the beneficial
shares of common stock of the Company disclosed in this Schedule 13D filing is
as follows:

Effective January 31, 2008, the Company issued on March 10, 2008,
5,530,848 restricted shares of its common stock ("Shares") to Morale. The
Company received consideration for issuance of the Shares in the form of
cancellation of debt and other consideration described below, all in furtherance
of that certain Modification and Satisfaction Agreement by and among the
Company, Morale and others, a copy of which is attached as Exhibit 9.4 to the
Company's Form 8-K filing, filed March 11, 2008, which is herein incorporated by
reference.

The Company entered into a Note Purchase Agreement (the "Note Purchase
Agreement") with Morale, pursuant to which Morale purchased from the Company two
(2) Convertible Promissory Notes, one dated December 5, 2006 (the "2006 Morale
Note"), in the principal face amount of $612,500, and another, dated January 10,
2007 (the "2007 Morale Note"), also in the principal face amount of $612,500
(collectively, the "Morale Notes"), and two (2) warrants, one accompanying the
2006 Morale Note, and the other accompanying the 2007 Morale Note. Each warrant
provides Morale the right to purchase shares of common stock of the Company
(each either the "2006 Warrant or 2007 Warrant, or collectively the Morale
Warrants"). The aggregate purchase price for the Morale Notes and Morale
Warrants was $1,000,000, of which $500,000 was paid by Morale and received by
the Company on or about December 5, 2006, and of which $500,000 was paid by
Morale and received by the Company on or about January 10, 2007.

Each of the Morale Notes is convertible into shares of common stock of
the Company. The 2006 Morale Note is convertible at the rate of $0.85 per share
into 720,588 shares of the Company's common stock, and the 2007 Morale Note is
convertible at the rate of $0.70 per share into 875,000 shares of the Company's
common stock.

The 2006 Morale Warrant is exercisable at $0.85 per share for 360,294
shares of the Company's common stock, and the 2007 Morale Warrant is exercisable
at $.70 per share for 437,500 shares of the Company's common stock.

The Note Purchase Agreement provides, in pertinent part, that in the
event the Company has not repaid each of the Morale Notes in full by the
anniversary date of their issuances, the principal balances of each note shall
be increased by 10% and the Company shall pay interest at 2 1/2% per month,
compounded daily, for each month until each of the Morale Notes is paid in full.

The Morale Notes, as of January 31, 2008, were unpaid, and as of that
date neither the Morale Notes nor the Morale Warrants were converted into shares
of common stock of the Company.

Morale also has piggy-back registration rights pursuant to which Morale
may require the Company to include the Shares of the Company's common stock
issuable upon conversion of the Morale Notes and exercise of the Morale Warrants
in certain future registration statements the Company may elect to file (the
"Morale Registration Rights").

The amount due and owing as of January 31, 2008, under the 2006 Morale
Note is $689,827 (the "Unpaid 2006 Morale Note Debt"), and the amount due and
owing as of January 31, 2008, under the 2007 Morale Note is $672,885 (the
"Unpaid 2007 Morale Note Debt").

Additionally, the Company borrowed the principal sum of $20,000 from
Morale on October 30, 2007, at an interest rate of 10% per annum (the
"Additional Morale Note"). Principal and accrued interest under the Additional
Morale Note is due on demand, and no payments thereunder have been made by the
Company. The amount due and owing under the Additional Morale Note as of January
31, 2008, is $20,000 (the "Unpaid Additional Morale Note Debt").

In exchange for the Company's issuance of the Shares to Morale, Morale
agreed to forgive and waive any and all accrued interest on the Morale Notes
from and after January 31, 2008. Morale further agreed to forgive and waive any
and all accrued interest due on the Additional Morale Note from the date of its
issuance.

In further consideration for the issuance of the Shares, the 2006
Morale Note, the 2007 Morale Note, the Additional Morale Note, the Unpaid 2006
Morale Note Debt, the Unpaid 2007 Morale Note Debt and the Unpaid Additional
Morale Note Debt, were all cancelled and deemed satisfied in full and of no
further force or effect, effective January 31, 2008. Further, the Morale
Registration Rights were cancelled, but the Morale Warrants remain in full force
and effect.

The Shares were issued without registration in reliance on the private
offering exemption set forth in Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"), Rule 506 of Regulation D promulgated by the
Securities and Exchange Commission ("SEC") and other applicable rules and
regulations of the SEC and/or upon such other exemption from the registration
requirements of the Securities Act as may be available.


Item 4. Purpose of Transaction.

Reporting Person's acquisition of the foregoing Shares and warrants was
for, and continues to be for, investment purposes only.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Person is the beneficial owner of 6,328,642 shares of the
Company's common stock, representing 11.3% of the outstanding shares of
the Company's common stock. The beneficial ownership of Reporting
Person's shares includes Warrants to purchase 797,794 shares of the
Company's common stock exercisable currently.

(b) The Reporting Person has the sole power to vote and dispose of the
6,328,642 beneficial shares.

(c) Other than reported herein, the Reporting Person did not effect any
transactions in the Company's securities within the past 60 days.

(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the Reporting Person's securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.

There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Person and any other person with
respect to any securities of the Company, including, but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 9.4 to the Company's Form 8-K filing, filed March 11, 2008, is
incorporated herein by reference.



SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: April 15, 2008 Morale Orchards, LLC

/s/ Jacqueline Alexander
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By: Jacqueline Alexander, Manager