ZERO Save the World Air, Inc. (“STWA” or �

ZERO

Save the World Air, Inc. (“STWA” or “Company” or “we” or “us” or “our”) designs, licenses and develops products to commercialize energy efficient technologies, including improving the economics of oil extraction and transportation. Our products in development also seek to improve diesel engine performance while reducing emissions and improving fuel economy. We are a technology company that leverages patented, patent-pending and licensed intellectual properties related to the treatment of fuels. Technologies patented by or licensed to us utilize either magnetic or uniform electrical fields to alter physical characteristics of fuels. Our intellectual property portfolio includes 41 domestic and international patents and patents pending, which have been developed in conjunction with and exclusively licensed by us from Temple University.

Our primary technology is called Applied Oil Technology™ (AOT™) which is designed to improve oil flow through pipelines. AOT™ has been proven in U.S. Department of Energy tests to increase the energy efficiency of oil pipeline pump stations. We are seeking to transition our AOT product from the research and development stage to initial commercial production for the midstream pipeline marketplace. Our AOT product is called AOT Midstream, which is a commercial grade, viscosity reduction device for crude oil pipeline applications. The product installs at crude oil pipeline pump stations to reduce the friction loss of the pipeline, providing benefits to pipeline operators and their customers.

We have two licenses (the “Licenses”) from Temple University for its patent-pending uniform electric field technology, which provides the intellectual property foundations upon which our products are based.  The AOT product is based on a new and novel technology to the oil and gas industry for purposes of crude oil viscosity reduction, making it easier to pump oil through pipelines. The AOT product consists of passing crude oil through an array of dynamically-controlled electrical fields to reduce the viscosity of the oil without changing its temperature or chemical formula.  Management believes that this technology holds key advantages supplemental to other viscosity reduction and flow assurance technologies currently in use by the industry.

The ELEKTRA technology consists of passing fuel through a dynamically controlled electrical field to assist in the atomization of fuel via fuel injectors. ELEKTRA introduces a uniform electrical field into the fuel flow to reduce the viscosity of diesel fuel, enabling smaller droplets to be released into the combustion chamber of a diesel engine.

The Company licenses the following patents from Temple University:

US Patent #6901917, effective May 21, 2001 and updated on May 2, 2006 for “DEVICE FOR SAVING FUEL AND REDUCING EMISSIONS” covered in the United States, Australia, Canada, China, Russia, India, Indonesia, Japan and Mexico for the legacy technology.

US Patent #11/519168, effective May 13, 2005 for “METHOD AND APPARATUS FOR TREATMENT OF A FLUID” covered in the United States, China, Russia, Egypt, United Kingdom, Indonesia and Mexico.  This Patent has been transferred to Temple University.

We have been working collaboratively with Temple University and numerous third-party entities, consultants and experts to assist in the development of the commercial version of our AOT technology product line for oil refineries and pipelines.  The AOT commercial product line is designed for crude oil upstream, gathering, and midstream pipeline applications.  The AOT product is designed to reduce the friction loss per ton-mile of highly viscous fluids such as crude oil traveling through pipelines. The AOT product exposes crude oil to ultra-low amperage electric fields to aggregate the paraffin and/or asphalt particle content of the crude oil in order to encourage particulate matter aggregation within the crude oil. This in turn reduces the viscosity of the fluid, thereby leading to the friction loss reduction, and improved efficiency of the speed of highly viscous fluids such as crude oil traveling through pipelines. The friction loss reduction yields potential for greater flow velocities within the pipeline system for the rated pressure limit, reduces the energy-intensity per ton-mile of product moved, and also holds potential for ancillary benefits such as reduced chemical solvent or additive reliance.

We operate in a highly competitive industry.  Many of our activities are subject to governmental regulation.  We have taken aggressive steps to comply with all governmental regulation(s) pertaining to our product(s), and have taken similar measures to protect our intellectual property.  See “Competition”, “Government Regulation and Environmental Matters” and “Intellectual Property” below.

There are significant risks associated with our business, our Company and our stock. See “Risk Factors,” below.

We are a development stage Company that generated minimal revenues in 2006 and 2007. We did not generate any sales or revenues in 2008, 2009, 2010, 2011 or 2012. Our expenses to date have been funded primarily through the sale of stock and issuance of convertible debt, as well as proceeds from the exercise of stock purchase warrants and options. We raised capital in 2012 and will need to raise substantial additional capital in 2013, and beyond, to fund our sales and marketing efforts, manufacturing efforts, continuing research and development, and certain other expenses, until we generate revenue and such revenue grows sufficiently to cover such expenditures.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” below.

Our company was incorporated on February 18, 1998, as a Nevada corporation, under the name Mandalay Capital Corporation. We changed our name to Save the World Air, Inc. on February 11, 1999, following the acquisition of marketing and manufacturing rights of the ZEFS (legacy) technologies. Our mailing address is 735 State Street, Suite 500, Santa Barbara, California 93101. Our telephone number is (805) 845-3581. Our corporate website is www.stwa.com .  Our common stock is quoted under the symbol “ZERO” on the Over-the-Counter Bulletin Board.