-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001019687-00-001751.txt : 20001215
<SEC-HEADER>0001019687-00-001751.hdr.sgml : 20001215
ACCESSION NUMBER:		0001019687-00-001751
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20001214
EFFECTIVENESS DATE:		20001214

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SAVE THE WORLD AIR INC
		CENTRAL INDEX KEY:			0001103795
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES [5070]
		IRS NUMBER:				522088326
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-51826
		FILM NUMBER:		789159

	BUSINESS ADDRESS:	
		STREET 1:		19 GARDEN GROVE
		STREET 2:		CARRARO QUEENSLAND AUSTRALIA
		CITY:			CARRARA

	MAIL ADDRESS:	
		STREET 1:		SAVE THE WORLD AIR INC
		STREET 2:		QUEENSLAND AUSTRALIA
		CITY:			CARRARA
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>SAVE THE WORLD AIR
<TEXT>



   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 2000
                                               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 Agreement with William D. Lindberg
                      Consulting Agreement with Fran Newman
                  Legal Services Agreement with Iwona J. Alami
                Legal Services Agreement with Leodis C. Matthews

                            (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       240,000           $0.25 (1)             $60,000           $15.84
- --------------------------------------------------------------------------------

(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
    closing market price on December 11, 2000 of $0.25 per share.

<PAGE>


                                     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.



<PAGE>

                                     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
and the Registrant's quarterly reports on Form 10-QSB for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000, 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.


William D. Lindberg        20,000 shares          Accounting consulting services
Fran Newman                20,000 shares          EDGAR filing services
Iwona J. Alami             50,000 shares          Legal services
Leodis C. Matthews        150,000 shares          Legal services


<PAGE>

ITEM 8. EXHIBITS

*3.1     Articles of Incorporation of Mandalay Capital Corp.

*3.2     Articles of Amendment to the Articles of Incorporation of Mandalay
         Capital Corp.

*3.3     Bylaws of Save the World Air, Inc.

4.1      Specimen Common Stock Certificate (incorporated by reference to the
         Registrant's Registration Statement on Form 10-SB).

5        Opinion of Counsel as to the legality of securities being registered.

10.1     Letter Agreement with Law Offices of Iwona J. Alami dated October 25,
         2000 regarding the issuance of stock.

23.1     Consent of Independent Public Accountants.

23.2     Consent of Legal Counsel (included in Exhibit 5).

- ------------------------
*   Previously filed with the Securities Exchange Commission as exhibits to
    registration statement on Form 10-SB, as amended.



<PAGE>

ITEM 9. UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that is meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carrara, Australia, on December 12, 2000.



                                         SAVE THE WORLD AIR, INC.



                                         /s/ Jeffrey A. Muller
                                         ----------------------------------
                                         By: Jeffrey A. Muller
                                         Its: President



         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




/s/ Jeffrey A. Muller             President and Director
- -----------------------------
Jeffrey A. Muller




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OPINION
<TEXT>



[LAW OFFICES OF IWONA J. ALAMI  LETTERHEAD]


Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549

         Re: Save the World Air, Inc.

Ladies and Gentlemen:

         This office represents Save the World Air, Inc., a Nevada corporation
(the "Registrant") in connection with the Registrant's Registration Statement on
Form S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the resale of up to 20,000 shares of common stock by William D.
Lindberg in accordance with a Letter Agreement between the Registrant and Mr.
Lindberg (the "Lindberg Shares"), the resale of up to 20,000 shares by Fran
Newman in accordance with a Letter Agreement between the Registrant and Fran
Newman (the "Newman Shares"), the resale of up to 50,000 shares of common stock
by Iwona J. Alami, the Registrant's legal counsel and the resale of up to
150,000 shares of common stock by Leodis Mathews, the Registrant's legal counsel
(collectively, the "Legal Shares"). For purposes hereinafter, the Lindberg
Shares, Newman Shares and Legal Shares are collectively referred to as the
"Registered Securities." In connection with our representation, we have examined
such documents and undertaken such further inquiry as we consider necessary for
rendering the opinion hereinafter set forth.

         For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the applicable
agreements and of such other documents, corporate records, certificates of
public officials and other instruments relating to the adoption and
implementation of the agreements as we deemed necessary or advisable for
purposes of this opinion. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as certified,
photostatic or conformed copies, and the authenticity of originals of all such
latter documents. We have also assumed the due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof.

         Based on the foregoing examination, we are of the opinion that the
Registered Securities are duly authorized and, when issued as set forth in the
Registration Statement, will be validly issued, fully paid and nonassessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references therein to our firm.

         By giving you this opinion and consent, we do not admit that we are
experts with respect to any part of the Registration Statement or Prospectus
within the meaning of the term "expert" as used in Section 11 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated thereunder,
nor do we admit that we are in the category of persons whose consent is required
under Section 7 of said Act.


                             Law Offices of Iwona J. Alami

                                    /s/ Iwona J. Alami
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>ATTORNEY LETTER
<TEXT>


[LAW OFFICES OF IWONA J. ALAMI LETTERHEAD]


                                                                October 25, 2000

Jeffrey A. Muller, President
Save the World Air, Inc.

         Re: Stock Issuance

Dear Mr. Muller:

         This letter confirms our understanding that we are to be issued 50,000
shares of Save the World Air, Inc. common stock with S-8 registration rights.
These shares are issued to this firm, in lieu of cash, as payment against for
legal services provided.

         In order for us to accept securities as compensation, we must obtain
informed, written consent from the Company. The purpose of this letter is to
request informed, written consent to the receipt of such compensation.

         Essentially, certain conflicts of interest may arise from our accepting
an equity position in the Company for legal services. More specifically, the
interests and objectives of one party may become inconsistent and incompatible
with the interests and objectives of another party.

         Attorneys are governed by specific rules regarding the representation
of clients when present or potential conflicts of interest exist. Rules
3-310(A), (B), and (C) and (E) of the Rules of Professional Conduct of the State
Bar of California provide as follows

         "Rule 3-310 Avoiding Interests Adverse to a Client
         --------------------------------------------------

A. For purposes of this rule:
   --------------------------

         1. "Disclosure" means informing the client or former client of the
relevant circumstances and of the actual and reasonably foreseeable adverse
consequences to the client or former client;

         2. "Informed written consent" means the client's or former client's
written agreement to the representation following written disclosure;

         3. "Written" means any writing as defined in Evidence Code Section 250.

B. A member shall not accept or continue representation of a client without
providing  written  disclosure to  the  client  where:

         1. The member has a legal, business, financial, professional, or
personal relationship with a party or witness in the same matter; or

         2. The member knows or reasonably should know that: (a) the member
previously had a legal, business, financial, professional, or personal
relationship with a party or witness in the same matter; and (b) the previous
relationship would substantially affect the member's representation; or


<PAGE>

         3. The member has or had a legal, business, financial, professional, or
personal relationship with another person or entity the member knows or
reasonably should know would be affected substantially by resolution of the
matter; or

         4. The member has or had a legal, business, financial, or professional
interest in the subject matter of the representation.

C. A member shall not, without the informed written consent of each client:

         1. Accept representation of more than one client in a matter in which
the interests of the clients potentially conflict; or

         2. Accept or continue representation of more than one client in a
matter in which the interests of the clients actually conflict; or

         3. Represent a client in a matter and at the same time in a separate
matter accept as a client a person or entity whose interest in the first matter
is adverse to the client in the first matter.

D. A member shall not, without the informed written consent of the client or
former client accept employment adverse to the client or former client where, by
reason of the representation of the client or former client, the member has
obtained confidential information material to the employment."

         Because of possible conflicts of interest, we suggest that the Company
carefully consider the implications of compensation in the form of common stock
of the Company. Additionally, we recommend that the Company seek the advice of
independent counsel should any questions arise regarding the existence of actual
or potential conflicts of interest which may presently exist or which may arise.
Once the Company has fully considered such implications, if they so desire, they
may consent to our accepting common stock as compensation by signing a copy of
this letter acknowledging that (i) the Company has been advised of rules
3-310(A), (B), (C), and (E) and of the conflicts associated with the proposed
arrangement, and (ii) nevertheless, the Company wants us to represent it and be
compensated partially with common stock warrants.

                                          Very truly yours,

                                          /s/ Iwona J. Alami
                                          ---------------------------
                                          Iwona J. Alami, Esq.


<PAGE>


                                     CONSENT
                                     -------

         Law Offices of Iwona J. Alami/Iwona J. Alami, Esq. has explained to the
undersigned that there may exist present and conflicting interests in the
above-described action and she has informed me of the possible consequences of
these conflicts.

     I understand that I have the right to seek independent counsel before
signing this Consent or at any future time. The undersigned nevertheless desires
representation by and payment of common stock to Law Offices of Iwona J. Alami/
Iwona J. Alami to the extent described above, and, therefore, consents and gives
approval to such representation and payment.

Dated: October 25,  2000                  Save the World Air, Inc.


                                          By: /s/ Jeffrey Muller
                                              ---------------------------
                                              Jeffrey Muller, President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT
<TEXT>




                          INDEPENDENT AUDITOR'S REPORT

To The Board of Directors of Save the World Air, Inc.


We hereby consent to the use incorporated by reference in this Form S-8 of our
report dated October 25, 2000 relating to the consolidated financial statements
of Save the World Air, Inc. and consolidated subsidiaries.


/s/ Kevin Hoiberg
- ----------------------------------
Kevin Hoiberg


Australia
December 12,  2000

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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