SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) .. March 31, 1996
Exact Name of Registrant as Specified in Its Charter:
KLEENAIR SYSTEMS, INC.
State or Other Jurisdiction of Incorporation: NEVADA
Commissions File Number: 33-3362-D
I.R.S. Employee Identification No.: 87-04431043
Address of Principal Executive Offices:
28095 Padrino, Laguna Niguel, Ca 92677
Registrants Telephone Number: 714-362-1862
Former Name or Former Address, if Changed Since Last Report:
Address: 18871 Portofino Drive, Irvine, CA 92715
Item 2. Acquisition or Disposition of Assets.
KleenAir Systems, Inc. (the Company) entered into an agreement
with National Diversified Telecom, Inc. (NDT), effective March 31,
1996, wherein the Company acquired 100% of the issued and outstanding
shares of NDT for the issuance of 300,000 shares of the Company's
common equity shares. This pooling-of-interest combination brings to
the Company an operating history in excess of 7 years as well as a
positive cash flow.
National Diversified Telecom has a successful 10 year history
in the cellular telephone market in Southern California. With rapid
changes in the telecommunications industry it is switching it's program
to offering a package of communication services that interface cellular,
fiber-optics, ISDN, and internet backbones. It is teaming with
technology companies that offer advanced capabilities as to capacity and
speed for voice, image and data communication media at discounted costs.
The services of NDT are geared primarily to existing users of
cellular telephones. The Company has access to a substantial database of
such users and is gearing, in particular, to two market segments the home
based business exceeding $500 monthly in phone services, and small to
medium sized businesses needing more services at lower a cost. Both
markets are reached through a network of cellular or former cellular
agents and in-house telemarketing.
Although the assets of NDT are much less than the assets of
the Company, Management has deemed it prudent to acquire NDT based
on the change in business strategy and quality of its management.
Item 7. Financial Statements and Exhibits.
It is impracticable to provide the required financial
statements for this business combination at this time as NDT is in
the process of completing its December 31, 1995 audit. The Company
will file the required statements under cover of Form 8 as soon as
practicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
KleenAir Systems, Inc.
Date: April 15, 1996
By: // Peter S. Cahill //
Peter S. Cahill, Secretary
