AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 2001 REGISTRATION NO. 333-____________ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------- SAVE THE WORLD AIR, INC. (Exact Name of Registrant as Specified in Its Charter) NEVADA 52-2088326 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1285 Avenue of the Americas, 35th Floor New York, NY 10019-6028 (Address of Principal Executive Offices, Including Zip Code) Consulting Agreements Legal Services Agreement (Full Title of the Plan) -------------------- Jeffrey A. Muller 1285 Avenue of the Americas, 35th Floor New York, NY 10019-6028 Tel. (212) 554 4197 (Name, Address, and Telephone Number of Agent for Service) COPIES TO: Iwona J. Alami, Esq. Law Offices of Iwona J. Alami 120 Newport Center Drive, Suite 200 Newport Beach, California 92660 (949) 760-6880 CALCULATION OF REGISTRATION FEE Title of Amount to be Proposed Maximum Proposed Maximum Amount of Securities Registered(1) Offering Price Aggregate Offering Registration to be per Share (1) Price (1) Fee Registered -------------------------------------------------------------------------------- Common Stock, par value $0.001 505,000 $0.45 (1) $227,250 $57.00 430,000 $0.001(2) $430 $1.00 Aggregate Registration Fee $58.00 -------------------------------------------------------------------------------- (1) Computed in accordance with Rules 457(h) and 457(c) under the Securities Act of 1933 solely for purposes of calculating the registration fee based on the the average of the closing bid and ask prices of the common stock ($0.45) as reflected on NASD'S over-the-counter market on October 10, 2001. (2) Such computation is based on the exercise price of $0.001 per share for shares set forth in the respective Agreements with Dr. H. Campbell and Joseph Dowen. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * Information required by Items 1 and 2 of Part I to be contained in the Section 10(a) Prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") by Save the World Air, Inc. (the "Registrant") are incorporated by reference: (i) the Registrant's registration statement on Form 10-SB, as amended; the Registrant's annual report on Form 10-KSB for the fiscal year ended December 31, 2000 and Registrant's quarterly reports on Form 10-QSB for the quarters ended March 31, 2001 and June 30, 2001, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (ii) the description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 10-SB, filed pursuant to Section 12(g) of the Exchange Act, including any amendment or report subsequently filed by the Registrant for the purpose of updating that description. In addition, any document filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all shares of the Registrant's Common Stock registered hereunder have been sold or that deregisters all such shares of Common Stock then remaining unsold, will be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Company by Law Offices of Iwona J. Alami, counsel to the Company. Iwona J. Alami is entitled to 50,000 shares of Common Stock of the Company pursuant to her retainer agreement with the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation Laws of the State of Nevada and the Company's Bylaws provide for indemnification of the Company's Directors for liabilities and expenses that they may incur in such capacities. In general, Directors and Officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. Furthermore, the personal liability of the Directors is limited as provided in the Company's Articles of Incorporation. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. The Shares were issued for advisory and legal services rendered. These sales were made in reliance of the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 4(2) thereof covering transactions not involving any public offering or not involving any "offer" or "sale". ITEM 8. CONSULTANTS AND ADVISORS. The following consultants and advisors will be issued the Company's Common Stock for their respective services, as specified below.