U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K;[ ] Form 20-F;[ ] Form 11-K;[X] Form 10-QSB;[ ] Form N-SAR
For Period Ended: March 31, 1996
[ ]Transition Report on Form 10-K SEC FILE NUMBER
[ ]Transition Report on Form 20-F 033-03362-D
[ ]Transition Report on Form 11-K
[ ]Transition Report on Form 10-Q
[ ]Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________________
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Read Attached Instruction Sheet 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.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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Part I--Registrant Information
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Full Name of Registrant: KleenAir Systems, Inc.
Former Name if Applicable:
Address of Principal Executive Office (Street and Number):
28095 Padrino
Laguna Niguel, CA 92667
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Part II--Rules 12b-25 (b) and (c)
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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)
[X](a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X](b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, 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 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.
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Part III--Narrative
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State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
During March 1996, KleenAir acquired National Diversified Telcom, Inc.,
a privately held company, in exchange for stock as previously reported in a
Form 8-K. The financial information for National Diversified Telcom, Inc.
has yet to be received in the proper format. This information is necessary
for proper presentation of the combined financial statements as of March 31,
1996.
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Part IV--Other Information
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(1)Name and telephone number of person to contact in regard to this
notification: Peter Cahill (619) 452-9881
(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 the answer
is no, identify report(s). [X] Yes [ ] No
(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? [X] Yes [ ] No
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.
KLEENAIR SYSTEMS, INC.
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 14, 1996 By: /s/ Peter S. Cahill
Peter S. Cahill, Secretary
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
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<PAGE>
Explanation of significant change in results of operations from the
corresponding period of the prior year.
As noted under the explanation of why the Form 10-QSB will not be
filed and is need of the five day extension, the Company has
acquired a subsidiary. This acquisition qualifies as a pooling of
interests. As such, the results of operations for the prior year
will require restatement to include the subsidiary on a pooling
basis. The current year will also include the subsidiary's
activities and balances. Due to the fact that the audited
financial statements of the subsidiary are in the final stages of
completion, it seems prudent to delay estimates and this filing
pending the opportunity to include those statements upon
completion. A quantative presentation of this information is not
reasonably possible for this extension request.
