U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-KSB;[ ] Form 20-F;[ ] Form 11-K;[ ] 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: ___________________________________
______________________________________________________________________________
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.
______________________________________________________________________________
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):
828 Production Place
Newport Beach, CA 92663
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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, semiannual report, transition report
on Form 10-KSB, 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-QSB, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[X](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 February and early March 2000, the Registrant was involved in
negotiating and consummating agreements to obtain funding to complete studies
of its patented technology and to merge this technology with technology being
developed by another entity. These negotiations consumed significant amounts
of time for Company management. With funding obtained, efforts to expedite
testing and movement through a governmental approval process consumed
additional significant amounts of time. Since the Company has limited
personnel and resources, these activities delayed completion of final
accounting records and provision of those to our auditors. As a direct
result, they are unable, without unreasonable expense and effort, to complete
their audit of the financial statements for the year ended December 31, 1999
and to issue their report thereon within the March 30 due date for filing the
Form 10-KSB.
Completion of the filing is fully expected to occur within the fifteen day
extension created through this notification.
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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: Lionel Simons (949) 574-1600
(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? [ ] Yes [X] 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: March 30, 2000 By: /s/ LIONEL SIMONS.
Lionel Simons, President and
Principal Financial Officer
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.
______________________________________________________________________________
<PAGE>
Robert Early & Company, P.C.
March 29, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 200549
RE: KleenAir Systems, Inc.
SEC File # 033-03362-D
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of KleenAir Systems, Inc. and have been
engaged to audit its financial statements as of and for the year ended
December 31, 1999. The Registrant has stated in Part III of its filing on
From 12b-25 that it is unable to timely file its Annual report on Form 10-KSB
for the year ended December 31, 1999 because our firm has not yet completed an
audit of the financial statements of the Registrant for the year ended
December 31, 1999, and are therefore unable to furnish the required report on
such financial statements.
We hereby advise you that we have read the statements made by the Registrant
in part III of its filing on Form 12b-25. Please be advised that we concur
with the statement that we have been delayed in our receipt of the
Registrant's financial statements and supporting documentation and have been
thus delayed in the completion of our audit of those statements.
Very truly yours,
/s/ Robert Early & Company, P.C.
ROBERT EARLY & COMPANY, P.C.
