UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SAVE THE WORLD AIR,QS ENERGY, INC.
(Name of Registrant as Specified In Its Charter)

_____________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

SAVE THE WORLD AIR,QS ENERGY, INC.

735 State Street, Suite 50023902 FM 2978

Santa Barbara, California 93101

Tomball, Texas 77375

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 19, 2015CONSENT SOLICITATION

July 27, 2017

To Our Stockholders:

You are cordially invitedThe Board of Directors of QS Energy, Inc. (the “Company”) is writing to attendsolicit your consent on behalf of the 2015Company to approve a proposal to increase the number of authorized shares of common stock and create and authorize shares of preferred stock of the Company (the “Proposal”).

The Proposal was previously included on the ballot at our July 14, 2017, Annual Meeting of Stockholders (the “2015Shareholders. Although over 80 million shares voted in favor of the Proposal at that meeting, and only approximately four million shares voted against, with approximately 966,000 abstaining, the Company requires, under Nevada law, a majority of the Company’s issued and outstanding shares of common stock for approval of the Proposal, approximately 103 million shares. The Proposal was therefore not approved at the Annual Meeting”)Meeting of SaveShareholders.

Given the World Air, Inc. (the “Company” or “our”), which will be held at The Ritz-Carlton, Kapalua, One Ritz-Carlton Drive, Kapalua, Hawaii 96761, at 10:00 a.m. (Hawaii time) on Friday, June 19, 2015,importance of the Proposal to the Company and significant stockholder support for the purposes of considering and voting upon:

1. A proposalProposal, we are soliciting here your consent to elect six (6) directors to our Board of Directors (the “Board”); and

2. A proposal to ratifyapprove the appointment of Weinberg & Co., P.A., as our independent auditor for the fiscal year ending December 31, 2015.

These matters are described more fully in the proxy statement accompanying this notice.

Our stockholders will also act upon such other business as may properly come before theProposal, rather than seeking your approval at next year’s annual meeting or any adjournment or postponement thereof. The Board is not aware of any other business to be presented to a vote of the stockholders ator calling a special meeting of our stockholders and incurring the 2015 Annual Meeting.expense and time associated with holding a special meeting. For these reasons, the Board has elected to obtain stockholder approval of the Proposal by written consent pursuant to Section 78.320 of the Nevada Revised Statues. This Notice of Consent Solicitation (“Notice”) and accompanying Consent Solicitation Statement are furnished to you by the Company in connection with this solicitation

The Board has fixedWe have established the close of business on April 20, 2015,August 6, 2017, as the record date (the “Record Date”) for determining those stockholders who will be entitled to notice of and to vote at the 2015 Annual Meeting. A list of stockholders entitled to vote atsubmit written consents for the 2015 Annual Meeting will be available at the 2015 Annual MeetingProposal. Stockholders holding a majority of Common Stock issued and at the officesoutstanding as of the Company.close of business on the record date must vote in favor of the Proposal for it to be approved by stockholders. For additional information, see the Consent Solicitation Statement.

Representation of at least a majorityThis solicitation is being made on the terms and subject to the conditions set forth in voting interest of our common stock either in person or by proxy is required to constitute a quorum for purposes of voting at the 2015 Annual Meeting. Accordingly, itaccompanying Consent Solicitation Statement. To be counted, we ask that your properly completed written consent form, accompanying this Notice and the Consent Solicitation Statement (the “Written Consent”), be received before 5:00 p.m. Pacific Standard Time, on October 5, 2017.

Your consent is important regardless of the number of shares of Common Stock that your shares be represented at the 2015 Annual Meeting.you hold.WHETHER OR NOT YOU PLAN TO ATTEND THE 2015 ANNUAL MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXYWRITTEN CONSENT CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. Your proxyFailure to submit the Written Consent will have the same effect as a vote against the Proposal. An executed written consent form may be revoked at any time priorbefore the action authorized by the executed consent becomes effective.

The Board recommends that you consent to the time it is voted atProposal by marking the 2015 Annual Meeting.box titled “CONSENT” with respect to the Proposal and submitting the Written Consent by one of the methods set forth therein.

Please read the accompanying proxyconsent solicitation material carefully. Your vote is important and we appreciate your cooperation in considering and acting on the mattersmatter presented.

May 8, 2015July 27, 2017

Santa Barbara, California

Tomball, Texas

Stockholders Should Read the Entire ProxyConsent Solicitation Statement

Carefully Prior to Returning Their Proxies.Written Consents.

This Consent Solicitation Statement, our Annual Report on Form 10K for the fiscal year ended December 31, 2016, and our Form 10-Q for the quarter ended March 31, 2017 are available at www.qsenergy.com or www.sec.gov.

QUESTIONS AND ANSWERS ABOUT THE WRITTEN CONSENT SOLICITATION

Who is making the solicitation?

The solicitation is being made by the Board of Directors of QS Energy, Inc., a Nevada corporation (which may be referred to in this Written Consent Solicitation Statement as “we,” “us,” “our,” the “Company” or “QS Energy”). The Company’s headquarters are located at 23902 FM 2978, Tomball, Texas 77375.

What are we asking that the stockholders consent to?

We are asking you to consent to the approval of a proposal to increase the number of authorized shares of common stock and create and authorize shares of preferred stock of the Company (the “Proposal”).

Does the Board recommend that I consent?

Yes. Our Board recommends that you “CONSENT” to the approval of the increase in the number of authorized shares of common stock and creation and authorization of shares of preferred stock of the Company.

What information is contained in this Consent Solicitation Statement?

The information included in this Consent Solicitation Statement relates to the Proposal, the consent process, and certain other required information, including but not limited to the compensation of directors and the most highly paid executive officers, and beneficial ownership of the Company’s common stock.

Why are we soliciting your consent?

As described more fully below, the Company may require additional capital and may be required to issue additional shares of capital stock in anticipation of what the Board hopes will be a period of development and commercialization of the Company’s AOT technology. This same proposal was made at the 2017 Annual Meeting of the Shareholders of the Company. At that meeting, although over 80 million shares voted in favor of the proposal and only approximately four million shares voted against, with approximately 966,000 abstaining, the Company needed, under Nevada law, approximately 103 million shares for approval. Therefore the Proposal was not approved. We are now therefore soliciting your consent to approve the Proposal, rather than waiting to submit the Proposal at the next annual meeting of the stockholders, or incurring the expense and time of holding a special meeting of the stockholders.

Who may consent to the approval of the Proposal?

Only stockholders of record at the close of business on August 6, 2017 are entitled to consent to the approval of the Proposal. We refer to this date as our “Record Date.”

You may consent all shares of QS Energy common stock you own as of the Record Date, including (1) shares that are held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner through a broker, trustee or other nominee, such as a bank.

As of August 6, 2017, we had 229,899,500 shares of common stock issued and outstanding.

What are the consent rights of the Company’s holders of common stock?

Each outstanding share of the Company’s common stock owned as of the Record Date will be entitled to one consent on the Proposal.

How many consents must be granted in order to approve the Proposal?

The Proposal will be approved when properly completed, unrevoked consents are submitted by the holders of a majority of the issued and outstanding shares of Common Stock of the Company as of the Record Date, provided that such consents are delivered to the Company within 60 calendar days of the date of the earliest dated consent delivered to the Company.

As of August 6, 2017, 229,899,500 shares of our Common Stock were issued and outstanding. Accordingly, if the holders of at least 114,949,751 shares of our Common Stock consent to the approval of the Proposal, the Company will promptly announce that stockholders have consented to the approval of the Proposal, at which time the action being sought by this written consent solicitation will become effective.

PROXYWhen is the deadline for submitting consents?

For the Proposal to be approved, properly completed and unrevoked written consents from the holders of record of a majority of the shares of our Common Stock, outstanding as of the as of the close of business on the Record Date must be delivered to the Company, under Nevada law, within 60 days of the record date.While we seek to receive all consents by October 5, 2017, we reserve the right to extend such deadline. Effectively, this means that you have until October 5, 2017, to consent to the approval of the Proposal. We urge you to act promptly to ensure that your consent will count.

May the consent solicitation be terminated?

Yes, the Company may terminate the consent solicitation at any time.

What is the difference between holding shares as a stockholder of record and holding shares as a beneficial owner?

Many of our stockholders hold their shares through a broker or other nominee rather than directly in their own name. We have summarized below some of the distinctions between being a stockholder of record and being a beneficial owner:

Stockholder of Record:If your shares are registered directly in your name or as a joint holder with our transfer agent, NATCO, you are considered, with respect to those shares, the stockholder of record, and this Consent Solicitation Statement and Notice of Consent Solicitation are being sent to you directly by the Company. As a stockholder of record, you have the right to consent directly to us.

Beneficial Owner: If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and the Notice of Consent Solicitation and solicitation materials, together with consent solicitation card, are being forwarded to you by your broker or other nominee. As a beneficial owner, you have the right to direct your broker, trustee or nominee how to vote on the Proposal via written consent. Your broker, trustee or nominee is responsible for providing consent instructions for you to use in directing the broker, trustee or nominee how to vote your shares via written consent.

What should I do to consent?

If you hold shares of Common Stock as a Stockholder of Record, please submit your consent to us by signing, dating and returning the enclosed written consent form in the postage-paid envelope provided, or by fax or email.

If you hold shares of Common Stock as a Beneficial Owner, only the brokerage firm, bank, dealer, trust company or other nominee holding those shares can execute a consent representing those shares and only upon receipt of your specific instructions. Accordingly, you should follow the instructions included in the materials that you have received or contact the person responsible for your account and give instructions to consent to the approval of the Proposal on your behalf.

If you hold some shares as a Stockholder of Record and some as a Beneficial Owner, you must consent each set of shares separately pursuant to the instructions above. Similarly, if you are the Beneficial Owner of shares held by more than one firm, bank, dealer, trust company, or other nominee, you must instruct each such account holder to consent to the approval of the Proposal on your behalf for those shares.

What should I do if I decide to revoke my consent?

An executed written consent form may be revoked at any time before the action authorized by the executed consent becomes effective by signing, dating and delivering a written revocation. A revocation may be in any written form validly signed by the record holder as long as it clearly states that the consent previously given is no longer effective. The delivery of a subsequently dated written consent form that is properly completed will constitute a revocation of any earlier consent. The revocation may be delivered to the Company at 23902 FM 2978, Tomball, Texas 77375. If the holders of at least 114,949,751 shares consent to the approval of the Proposal, the Company will promptly announce that stockholders have consented to the approval of the Proposal, at which time the stockholder action being sought by this written consent solicitation will become effective and stockholders will no longer be entitled to revoke executed written consent forms.

Please note, however, if your shares are held in the name of a brokerage firm, bank or other nominee, only it can execute a revocation of a previously executed consent representing your shares and only on receipt of your specific instructions. Accordingly, if you wish to revoke a previously executed consent, you should follow the instructions included in the materials that you have received or contact the person responsible for your account and give instructions to execute a written revocation on your behalf. You can also revoke your consent by signing, dating and returning to that nominee a later dated written consent form.

Who can help answer my questions?

If you have any questions about the Written Consent Solicitation or how to vote or revoke your consent, you should e-mail questions to Michael McMullen at mike.mcmullen@qsenergy.com. You may also contact us if you need additional copies of this Written Consent Solicitation Statement or voting materials.

Is my consent confidential?

Consents and voting instructions and tabulations that identify individual stockholders will be tabulated and will be handled in a manner that protects your privacy. Your consent or non-consent will not be disclosed either within QS Energy or to third parties, except as necessary to meet applicable legal requirements and to allow for the tabulation of consents and certification of the consent.

What is a broker non-vote?

If you hold shares beneficially in street name and do not provide your broker with consent instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and such instructions are not given. Under the rules that govern brokers, brokers have the discretion to vote on routine matters, but not on non-routine matters.

The Proposal is a non-routine matter, and approval of the Proposal requires the affirmative consent of a majority of the outstanding shares of common stock of the Company. As such, a broker non-vote will have the effect of a vote against the Proposal. If you hold your shares in street name and you want your shares voted on the Proposal, it is critical that you provide consent instructions to your broker. We encourage you to provide consent instructions to the organization that holds your shares in order to minimize the number of broker non-votes.

If the shareholders approve the Proposal to increase the number of authorized shares of common stock and authorize preferred stock of the Company, what limits will be placed on the Board with respect to the issuance of such stock?

If the Proposal is approved, and except for the issuance of stock options under the Company’s existing Director Compensation Policy, any issuance of common or preferred shares of the Company shall require unanimous approval of the Board. Notwithstanding, the Company’s CEO, Jason Lane, exercising his business judgment, will be permitted to issue common or preferred shares of the Company in furtherance of a commercial transaction, subject to ratification by a majority vote of the Board.

Who will serve as Tabulation Agent?

Nevada Agency and Transfer Company (“NATCO”) will act as Tabulation Agent.

What does it mean if I receive more than one Notice of Consent Solicitation and/or set of solicitation materials?

If you receive more than one Notice of Consent Solicitation and/or set of solicitation materials, it means your shares are not all registered or held in the same way (for example, some are registered in your name and others are registered jointly with a spouse) and are in more than one account. In order to ensure that you consent all of the shares that you are entitled to consent, you should authorize a consent on all consent solicitation cards to which you are provided access. Similarly, for all shares you hold in street name, you should follow the consent instructions provided by each broker, trustee or nominee for the shares held on your behalf by that broker, trustee or nominee.

Who will bear the cost of soliciting consents for the Proposal?

The Company will pay all costs of the written consent solicitation and will not seek reimbursement of those costs. In addition to the solicitation by mail, the directors, officers and employees of the Company may also solicit consents from stockholders by telephone or in person. These individuals will not receive any additional compensation for such solicitation activities. QS Energy may, if appropriate, retain an independent proxy solicitation firm to assist in soliciting proxies. If QS Energy does retain a proxy solicitation firm, QS Energy would pay such firm’s customary fees and expenses. Upon request, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy materials to stockholders.

Where can I find the results of the Consent Solicitation?

We intend to report final results of the Consent Solicitation in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

Where can I find the voting results of the 2017 Annual Meeting of the Stockholders?

On July 19, 2017, the Company reported final results of the 2017 Annual Meeting of the Stockholders in a Current Report on Form 8-K filed with the Securities and Exchange Commission.

What if I have questions for QS Energy’s transfer agent?

Please contact our transfer agent, at the phone number or address listed below, if you are a registered stockholder and have questions concerning stock certificates, transfers or ownership or other matters pertaining to your stock account.

Nevada Agency and Transfer Company
50 West Liberty Street, Suite 880
Reno, Nevada 89501
Attention: Proxy Department

Fax #775-322-5623 or stocktransfer@natco.org

CONSENT SOLICITATION STATEMENT FOR

2015 ANNUAL MEETING OF STOCKHOLDERS

OF

SAVE THE WORLD AIR,QS ENERGY, INC.

To Be Held on June 19, 2015

This ProxyConsent Solicitation Statement is furnished to you by QS Energy, Inc., a Nevada corporation (the “Company” or “us” or “we” or “our”), in connection with the solicitation byof written consents (“Written Consents”) from holders of the Company’s common stock (“Common Stock”) to take action without a meeting of our stockholders. The Board of Directors of the Company is writing to solicit your consent on behalf of the Company to approve a proposal to increase the number of authorized shares of common stock and create and authorize shares of preferred stock of the Company (the “Board”“Proposal”) of proxies to be voted.

The Proposal was previously included on the ballot at the 2015July 14, 2017, Annual Meeting of Stockholders (the “2015 Annual Meeting”) of Save The World Air, Inc. (the “Company”), which will be held at 10:00 a.m. (Hawaii time) on Friday, June 19, 2015, at The Ritz-Carlton, Kapalua, One Ritz-Carlton Drive, Kapalua, Hawaii 96761, or at any adjournments or postponements thereof, for the purposes set forth in the accompanying NoticeShareholders of the 2015Company. Although over 80 million shares voted in favor of the Proposal at that meeting, and only approximately four million shares voted against with 966,000 abstaining, the Company requires a majority of the Company’s issued and outstanding shares of common stock for approval of the Proposal, approximately 103 million shares. Therefore the Proposal was not approved at the Annual Meeting of Stockholders (the “Notice”).Shareholders.

Given the importance of the Proposal to the Company and significant stockholder support for the Proposal, the Board has determined to seek stockholder approval of the Proposal by written consent, rather than placing the Proposal on the ballot for next year’s annual meeting of the stockholders or calling a special meeting of our stockholders and incurring the expense and time associated with holding a special meeting. The Board has elected to obtain stockholder approval of the Proposal by written consent pursuant to Section 78.320 of the Nevada Revised Statues. This proxyNotice of Consent Solicitation and accompanying Consent Solicitation Statement are furnished to you by the Company in connection with this solicitation

If stockholder approval of the Proposal is obtained through the Written Consents, the Company will promptly file with the Nevada Secretary of State an amendment to the articles of incorporation of the Company, effectuating the Proposal. The amendment will be effective upon the Nevada Secretary of State’s acceptance of such filing.

TO BE COUNTED, WE ASK THAT YOUR PROPERLY COMPLETED WRITTEN CONSENT BE RECEIVED BY THE TABULATION AGENT, NEVADA AGENCY AND TRANSFER COMPANY, BEFORE 5:00 P.M. PACIFIC STANDARD TIME, ON OCTOBER 5, 2017 (EXPIRATION DATE), IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THE WRITTEN CONSENT. WE WILL CONCLUDE THE SOLICITATION AT SUCH TIME AS WE HAVE RECEIVED CONSENTS REPRESENTING A MAJORITY OF THE COMMON SHARES QUALIFIED TO VOTE, WHICH CONCLUSION MAY OCCUR PRIOR TO OCTOBER 5, 2017.

The Company expressly reserves the right, in its sole discretion and regardless of whether any of the conditions of the consent solicitation have been satisfied, subject to applicable law, at any time prior to the Expiration Date to (i) terminate the consent solicitation for any reason, including if requisite approval is obtained, (ii) waive any of the conditions to the consent solicitation, or (iii) amend the terms of the consent solicitation, including any extension of time to return the Written Consents.

Your consent is important regardless of the number of shares of Common Stock that you hold. Failure to submit your Written Consent will have the same effect as a vote against the Proposal. If you sign and send in the Written Consent form but do not indicate how you want to vote as to the Proposal, your Written Consent form will be treated as a “CONSENT” to the Proposal.

This consent solicitation statement and the proxyconsent solicitation card are first being delivered or mailed to stockholders on or about MayAugust 8, 2015.2017. Our Annual Report for the year ended December 31, 2014,2016, on Form 10-K (the “10-K”), is being mailed to stockholders concurrently with this proxy statement. This Proxy Statement and our AnnualQuarterly Report to Stockholdersfor the fiscal quarter ended March 31, 2017, on Form 10-Q (the “10-Q”) are also available on our website at www.stwa.com andwww.qsenergy.com or at www.sec.gov. OurNeither our Annual Report to Stockholders on Form 10-K nor our Quarterly Report to Stockholders on Form 10-Q is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation of proxiesconsents is to be made.

VOTING RIGHTS AND SOLICITATION

TheWe have established the close of business on April 20, 2015, isAugust 6, 2017, as the record date (the “Record Date”) for determining stockholders entitled to notice of and to vote atsubmit written consents for the 2015 Annual Meeting.Proposal. As of the Record Date, we had 181,338,244229,899,500 shares of common stock, par value $.001 per share, issued and outstanding, and only those shares are entitled to vote on each ofsubmit written consents for the proposals to be voted upon at the 2015 Annual Meeting.Proposal. Holders of the common stock of record entitled to vote atas of the 2015 Annual MeetingRecord Date will have one vote via written consent for each share of common stock so held with regard to each matter to be voted upon.held.

All votesconsents will be tabulated by the inspector of elections appointed for the 2015 Annual Meeting,Tabulation Agent, who will separately tabulate affirmative and negative votes,consents, abstentions and broker non-votes.

The holders of

Stockholders holding a majority in voting interestof Common Stock outstanding as of the common stock outstanding and entitled to vote at the 2015 Annual Meeting shall constitute a quorum for the transactionclose of business aton the 2015 Annual Meeting. The voting interest of sharesRecord Date must consent in favor of the common stock represented in person orProposal for it to be approved by proxy will be counted for purposes of determining whether a quorum is present at the 2015 Annual Meeting.stockholders. Shares which abstain from votingconsenting as to the Proposal will have the same effect as a particular matter will be treated as shares that are present and entitled to vote for purposesagainst the Proposal. In the event of determining the voting interest present and entitled to votea broker non-vote with respect to any particular matter, butthe Proposal, the broker non-vote will not be counted as votes cast on such matter. If a broker or nominee holding stock in “street name” indicates on a proxy that it does not have discretionary authority to vote as to a particular matter, those shares will not be counted asthe effect of a vote cast on such matter.against the Proposal.

In voting with regard to the proposal to elect directors (Proposal 1), stockholdersAn executed written consent form may vote in favor of all the nominees, withhold their votes as to all nominees or withhold their votes as to a specific nominee. The vote required by Proposal 1 is governed by Nevada law and is a plurality of the votes cast by the holders of shares entitled to vote (i.e., nominees receiving the highest number of votes will be elected to the Board), provided a quorum is present. As a result, in accordance with Nevada law, votes that are withheld and broker non-votes will not be counted and will have no effect on the voting for election of directors.

In voting with regard to the proposal to ratify the appointment of our independent auditor (Proposal 2), stockholders may vote in favor of such proposal or against such proposal or may abstain from voting. The vote required to approve Proposal 2 is governed by Nevada law, and the minimum vote required is a majority of the total votes cast on such proposal, provided a quorum is present. As a result, in accordance with Nevada law, abstentions and broker non-votes will not be counted and will have no effect on the outcome of the vote on this proposal.

Under the rules of The New York Stock Exchange (the “NYSE”) that govern most domestic stock brokerage firms, member brokerage firms that hold shares in “street name” for beneficial owners may, to the extent that such beneficial owners do not furnish voting instructions with respect to any or all proposals submitted for stockholder action, vote in their discretion upon proposals which are considered “discretionary” proposals under the rules of the NYSE. Member brokerage firms that have received no instructions from their clients as to “non-discretionary” proposals do not have discretion to vote on these proposals. Such broker non-votes will not be considered as votes cast in determining the outcome of any proposal.

Shares of our common stock represented by proxies in the accompanying form which are properly executed and returned to us will be voted at the 2015 Annual Meeting in accordance with the stockholders’ instructions contained therein. In the absence of contrary instructions, shares represented by such proxies will be voted FOR each of Proposal 1 and Proposal 2. Management does not know of any matters to be presented at the 2015 Annual Meeting other than those set forth in this proxy statement and in the Notice accompanying this proxy statement. If other matters should properly come before the 2015 Annual Meeting, the proxy holders will vote on such matters in accordance with their best judgment.

Any stockholder has the right to revoke his, her or its proxyrevoked at any time before it is voted at the 2015 Annual Meetingaction authorized by giving written notice to our Secretary, andthe executed consent becomes effective by executingsigning, dating and delivering a written revocation. A revocation may be in any written form validly signed by the record holder as long as it clearly states that the consent previously given is no longer effective. The delivery of a subsequently dated written consent form that is properly completed will constitute a revocation of any earlier consent. The revocation may be delivered to the Secretary a duly executed proxy card bearing a later date, or by appearingCompany at 23902 FM 2978, Tomball, Texas 77375. If the 2015 Annual Meeting and voting in person;provided, however, that underholders of at least 114,949,751 shares of our Common Stock consent to the rulesapproval of the NYSE, any beneficial owner whoseProposal, the Company will promptly announce that stockholders have consented to the approval of the Proposal, at which time the stockholder action being sought by this written consent solicitation will become effective and stockholders will no longer be entitled to revoke executed written consent forms.

Please note, however, if your shares are held in “street name” bythe name of a member brokerage firm, maybank or other nominee, only it can execute a revocation of a previously executed consent representing your shares and only on receipt of your specific instructions. Accordingly, if you wish to revoke his, hera previously executed consent, you should follow the instructions included in the materials that you have received or its proxycontact the person responsible for your account and vote his, her or its shares in person at the 2015 Annual Meeting only in accordance with the applicable rulesgive instructions to execute a written revocation on your behalf. You can also revoke your consent by signing, dating and procedures of the NYSE.returning to that nominee a later dated written consent form.

The entire cost of soliciting proxieswritten consents will be borne by the Company. ProxiesWritten Consents will be solicited principally through the use of the mails, but, if deemed desirable, may be solicited personally or by telephone or by e-mail, or special letter by our officers and regular employees for no additional compensation. Arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxyconsent solicitation material to the beneficial owners of our common stock, and such persons may be reimbursed for their expenses.

PROPOSAL 1Absence of Appraisal Rights

ELECTION OF DIRECTORSStockholders who abstain from approving the Proposal, or who withhold their consent to the Proposal, do not have the right to an appraisal of their shares of Common Stock, or any similar dissenters’ rights under the Nevada Revised Statutes, or the Articles of Incorporation and Amended and Restated Bylaws of the Company.

CompositionInterest of Board of Directors and Executive Officers in the Proposal

Our bylaws provide that the Board shall consist of between one and eight directors, as determined by the Board from time to time. The Board currently consists of six (6) members. The Board has fixed the sizeCertain members of the Board to be elected atand certain of the 2015 Annual Meeting at six (6) members. Our directors are elected by our stockholders at each annual meetingCompany’s executive officers own shares of stockholders and will serve until their successors are elected and qualified, Common Stock and/or until their earlier resignationwarrants, options or removal. There are no family relationships among anyother derivative securities of our current directors, the nominees for directors or our executive officers.Company. Accordingly, such individuals have a substantial interest in the Proposal. 

The proxy holders named on the proxy card intend to vote all proxies received by them in the accompanying formCompany’s transfer agent, Nevada Agency and Transfer Company (“NATCO”), will serve as Tabulation Agent for the electionsolicitation. Any questions for the Tabulation Agent may be directed to:

Nevada Agency and Transfer Company
50 West Liberty Street, Suite 880
Reno, Nevada 89501
Attention: Proxy Department

Fax #775-322-5623 or stocktransfer@natco.org

PROPOSAL

INCREASE IN AUTHORIZED SHARES OF COMMON STOCK AND

CREATION AND ISSUANCE OF SHARES OF PREFERRED STOCK

The Board of Directors has approved a proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of the nominees listed below, unless instructionsCompany’s common stock from 300 million to 500 million and to create a new class of preferred stock and authorize the contrary are markedCompany to issue up to 100 million shares of preferred stock, with such rights and on such terms as the proxy. These nomineesBoard of Directors may decide (the “Proposal”). The proposed amendment would replace the first paragraph of Article Four of the Articles of Incorporation of the Company with the following language:

“This corporation is authorized to issue two (2) classes of stock, designated “Common Capital Shares” and “Preferred Capital Shares.” The corporation shall have been selected byauthority to issue an aggregate of Five Hundred Million (500,000,000) Common Capital Shares, par value one mill ($0.001) per share for total par value of Five Hundred Thousand Dollars ($500,000). The corporation shall have authority to issue an aggregate of One Hundred Million (100,000,000) Preferred Capital Shares, with such rights and on such terms as the Board. The nominees are currently membersBoard may decide, par value one mill ($0.001) per share for total par value of One Hundred Thousand Dollars ($100,000).”

In addition, if the Proposal is approved, and except for the issuance of stock options under the Company’s existing Director Compensation Policy, any issuance of common or preferred shares of the Company shall require unanimous approval of the Board. If elected, each nominee will serve untilNotwithstanding, the next annual meeting of stockholdersCompany’s CEO, Jason Lane, exercising his business judgment, may issue common or until his or her successor has been duly elected and qualified.

In the event that a nominee is unable or declines to serve as a director at the timepreferred shares of the 2015 Annual Meeting, the proxies will be voted for any nominee who shall be designatedCompany in furtherance of a commercial transaction, subject to ratification by the present Board to fill the vacancy, or the size of the Board may be reduced. In the event that additional persons are nominated for election as directors, the proxy holder maya majority vote all proxies received by him for such nominees. As of the date of this proxy statement, the Board is not aware of any nominee who is unable or will decline to serve as a director. The Board may at an appropriate later date increase or decrease the size of the Board.

NomineesThe Board of Directors made this same proposal by motion at the 2017 Annual Meeting of the Shareholders of the Company. At that meeting, although over 80 million shares voted in favor of the proposal and only approximately four million shares voted against, with 966,000 abstaining, the Company needed a majority of the Company’s issued and outstanding shares of common stock for Election as Directorsapproval of the Proposal, approximately 103 million shares. Therefore the motion was not approved.

Given the importance of the Proposal to the Company and significant stockholder support for the Proposal, the Board has determined to seek stockholder approval of the Proposal by written consent, rather than placing the Proposal on the ballot for next year’s annual meeting of the stockholders, or incurring the time and expense associated with holding a special meeting of the stockholders.

The followingBoard of Directors believes it is certain information as of May 8, 2015, regardingin the nominees for election as directors:

_______________

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

(3) Member of the Nominating and Corporate Governance Committee

Biographical Information Regarding Directors

Greggory M. Bigger was appointed Chief Financial Officerbest interest of the Company to increase the number of authorized shares of common stock and create and authorize a new share class of preferred stock in order to give the Company greater flexibility in considering and planning for future corporate needs, including, but not limited to, stock dividends, grants of stock, grants of equity compensation, grants under equity compensation plans, grants of options and warrants, stock splits, financings, potential strategic transactions, including mergers, acquisitions, and business combinations, as well as other general corporate transactions, and to satisfy the issuance of shares of our common stock on February 1, 2012,the exercise of prior grants of our options and appointed Presidentwarrants. The Company may also require additional capital in order to proceed with the acquisition of properties, assets or transactions. The Board believes that additional authorized shares of common stock and newly authorized shares of preferred stock will enable the Company to take timely advantage of market conditions and favorable financing and acquisition opportunities that become available to the Company without the delay and expense associated with convening a special meeting of the Company on September 6, 2012. He was appointed Chief Executive Officer and Chairman ofCompany’s stockholders. This is particularly true given the Company in November 2013. Prior to joining the Company, Mr. Bigger was a Founder of and Partner with Rocfin Advisors, a strategic management consulting company providing strategic advice and direction to a variety of clients including banks and wealth managers, corporations, municipalities and startups in critical areas such as business and strategic plan development, operational efficiency design and management support, financial modeling and analysis. Prior to Rocfin Advisors, Mr. Bigger was the Founder and a member of the Board of Directors of the Bank of Santa Barbara. Mr. Bigger orchestrated the launch of the bank, raised the necessary capital, recruited and organized the Board of Directors, executive team and staff, assisted in developing the banks credit policies, and was responsible for execution of the banks’ business strategy, growth and successrecent change in the region. The bank was sold to a private investment group in 2009. Earlier in his career, Mr. Bigger held a variety of keyCompany’s management and leadership positions with, among others, U.S. Trust as a vice-president inBoard and their efforts to commercialize the Private Client Group,Company’s AOT technology and First Republic Bank as a vice-president and manager in the Private Banking Group. Mr. Bigger has served on numerous non-profit boards including the Breast Cancer Resource Center, The Wildlife Care Network and Speaking of Stories; in addition, Mr. Bigger has served on the board of the Bank of Santa Barbara and as special advisor to Be Green Packaging LLC. Mr. Bigger served in the United States Marine Corps in Special Operations.

Charles R. Blumwas appointed on July 25, 2007, to the Board of directors and engaged at that time as the President and Chief Executive Officer of the Company. On January 30, 2009, Mr. Blum resigned his position as Chief Executive Officer of the Company and on September 6, 2012, resigned as President of the Company. Previously, Mr. Blum spent 22 years as the President/CEO of the Specialty Equipment Market Association (SEMA). SEMA is a trade group representing 6500other business members who are actively engaged in the manufacture and distribution of automotive parts and accessories. SEMA produces the world’s largest automotive aftermarket trade show which is held annually in Las Vegas, Nevada. Mr. Blum led the association as its members grew from a handful of small entrepreneurial companies into an industry membership that sells over 31 billion dollars of product at the retail level annually. Mr. Blum has a proven record of accomplishment as a senior executive and brings a broad knowledge of business and administration to the Company. Mr. Blum attended Rutgers University.

Nathan Shelton has served as one of our directors since February 12, 2007. Mr. Shelton has a long and distinguished career with a number of diverse successful companies primarily related to the automotive industry, holding prominent positions. In 1987 he joined K&N Engineering as President and part owner and built the company into an industry leader. In 2002 he sold his interest in K&N Engineering and founded S&S Marketing, which is engaged in the automotive aftermarket parts rep business, which he currently operates. Mr. Shelton is the recipient of numerous industry related prestigious awards, and, in 1992, Specialty Equipment Market Association (SEMA) invited him to join its board of directors, which included serving in capacity as its Chairman from 2002 to 2004. He was re-installed as Chairman of SEMA in 2012, and continues to hold that position. Mr. Shelton served honorably in the United States Seabees from 1968 to 1972. He attended Chaffey Junior College.

Mark Stubbscurrently serves as Chief Financial Officer for London Stock Exchange listed BBA Aviation's Aftermarket Services Division, a leading global aviation services and aftermarket support provider. Prior to joining BBA in 2012, Mr. Stubbs served as Chief Financial Officer and Interim Chief Executive Officer for CallWave, Inc., which was then a NASDAQ-listed company and a global provider of enhanced telecommunications software and services. From 2005 to 2006, Mr. Stubbs was Chief Financial Officer of Sound ID, a privately held consumer electronics company. Prior to Sound ID, Mr. Stubbs held a number of executive positions including Vice President Global Supply Chain and Vice President and Managing Director EMEA (Europe, Middle East and Africa) at Somera, Inc., which at the time was a NASDAQ-listed company and a leading global provider of telecommunications infrastructure and services. Previously, Mr. Stubbs held a number of financial management positions at Kinko's Inc., which has since been acquired by NYSE-listed FedEx. Mr. Stubbs earned a BA in Finance and MBA from Cal Poly San Luis Obispo and is a Certified Public Account (CPA).

Don Dickson has re-joined Kinder Morgan, Inc. in Houston Texas, where he serves as a project manager for Kinder Morgan, Inc.’s Cortez pipeline. Prior to this position, Mr. Dickson served, from March 2013 through July 2014, as Chief Executive Officer for Advanced Pipeline Services (APS). APS was established for the purpose of providing a full range of services to the oil and gas industry, including construction of pipeline and facilities, horizontal directional drilling, painting /coating and pipeline integrity/rehabilitation.  Prior to APS, Mr. Dickson worked for Kinder Morgan, Inc. for 26 years.  During his time at Kinder Morgan, Inc., he served in different engineering capacities including as Director of Operations on two major pipeline projects:  the 42” (REX) Rockies Mountain Express through the state of Illinois, and the 42” (MEP) Midcontinent Express Pipeline through the state of Louisiana.  Other employment include Director of Operations with Tetra Resources completing various oil and gas wells both onshore and offshore throughout the United States and as Senior Engineer with Halliburton Services located at its largest service facility at that time in Burns Flat, Oklahoma.  Mr. Dickson earned his B.S. in Engineering from Oklahoma State University.

Thomas A. Bundros was appointed to the Board of Directors effective January 5, 2015. Mr. Bundros served as Chief Financial Officer at Colonial Pipeline Company from July 2009 to September 2012, the world's largest pipeline operator transporting 100 million gallons of refined petroleum products daily across 5,500 miles of pipeline. Mr. Bundros currently holds the post of Chief Operations Officer for Dalton Utilities (November 2012 to present), a provider of electricity, natural gas, water and telecommunications services to the city of Dalton, Georgia and portions of northwest Georgia. Mr. Bundros was Chief Financial Officer of Dalton Utilities from January 1997 to June 2009. Prior to Dalton Utilities, Mr. Bundros held various financial positions in the Atlanta and New York offices of the Southern Company System, the 16th largest utility company in the world and the fourth largest in the U.S. with over 4 million customers in Alabama, Georgia, Florida, and Mississippi. He earned his Master of Business Administration in Finance and Bachelor of Science in Economics and Business Administration at the University of North Carolina at Greensboro.

Executive Officersopportunities.

The following table sets forth certain information regarding our executive officers as of May 8, 2015.

For the biography of Greggory M. Bigger, please see “Biographical Information Regarding Directors,” above.

CORPORATE GOVERNANCE

We maintain a corporate governance page on our corporate website atwww.stwa.com, which includes informationCompany has no current plan, commitment, arrangement, understanding or agreement regarding the issuance of additional shares of common stock or preferred stock that will result from the Company’s corporate governance practices. Our codes of business conduct and ethics, Board committee charters and certain other corporate governance documents and policies and code of business conduct are posted on our website. In addition, we will provide a copy of any of these documents without charge to any stockholder upon written request made to the Corporate Secretary, Save the World Air, Inc., 735 State Street, Suite 500, Santa Barbara, California 93101. The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated by reference into this or any other filing we make with the Securities and Exchange Commission (the “SEC”).

Board of Directors

 The Board held five (5) meetings during 2014, and two (2) meetings to date in 2015. The Audit Committee held four (4) meetings during 2014, and two (2) meetings to date in 2015. Eachadoption of the directorsattended 75% or more ofproposed amendment, and will issue additional shares only on such terms and only when the aggregate number of meetings of the Board and Committees on which the director served in 2014 and 2015.

Each of our directors is encouraged to attend the Company’s 2015 Annual Meeting and toCompany believes it would be available to answer any questions posed by stockholders to such director. Because our Board holds one of its regular meetings in conjunction with our Annual Meeting of stockholders, we anticipate that all of the members of the Board will be present for the 2015 Annual Meeting.

The following procedures have been established by the Board in order to facilitate communications between our stockholders and the Board:

Our stockholders may also communicate directly with the non-management directors, individually or as a group, by mail c/o Corporate Secretary, Save the World Air, Inc., 735 State Street, Suite 500, Santa Barbara, California 93101 or by e-mail toquestions-@stwa.com.

The Audit Committee has established procedures, as outlined in the Company’s policy for“Procedures for Accountingbest interest to do so, and Auditing Matters,”for the receipt, retention and treatment of complaints regarding questionable accounting, internal controls, and financial improprieties or auditing matters. Any of the Company’s employees may confidentially communicate concerns about any of these matters by calling (805) 845-3581. Upon receipt of a complaint or concern, a determination will be made whether it pertains to accounting, internal controls or auditing matters and if it does, it will be handledonly in accordance with the procedures established by the Audit Committee.

The Board has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Each of these committees operates under a written charter. Copies of these charters, and other corporate governance documents, are available on our website, www.stwa.com. In addition, we will provide a copy of any of these documents without chargeCompany’s Board’s fiduciary responsibilities to any stockholder upon written request made to Corporate Secretary, Save the World Air, Inc., 735 State Street, Suite 500, Santa Barbara, California 93101.

The composition, functions and general responsibilities of each committee are summarized below.

The Audit Committee consists of Messrs. Stubbs (chairperson), Shelton, and Blum. The Board has determined that Mr. Stubbs and Mr. Shelton are independent. The Audit Committee held a total of four (4) meetings during 2014, and a total of two (2) meetings to date during 2015.

The Audit Committee operates under a written charter. The Audit Committee’s duties include responsibility for reviewing our accounting practices and audit procedures. In addition, the Audit Committee has responsibility for reviewing complaints about, and investigating allegations of, financial impropriety or misconduct. The Audit Committee works closely with management and our independent auditors. The Audit Committee also communicates with our independent auditors on a quarterly basis, following completion of their quarterly reviews and annual audit, to review the results of their work. The Audit Committee also meets with our independent auditors to approve the annual scope of the audit services to be performed.

As part of its responsibility, the Audit Committee is responsible for engaging our independent auditor, as well as pre-approving audit and non-audit services performed by our independent auditor in order to assure that the provision of such services does not impair the independent auditor’s independence.

Please see “Audit Committee Report” below, which provides further details of many of the duties and responsibilities of the Audit Committee.

The Compensation Committee currently consists of Messrs. Shelton, Stubbs and Blum (chairperson). The Board believes that Messrs. Shelton and Stubbs are independent. None of our executive officers served on the compensation committee of another entity or on any other committee of the board of directors of another entity performing similar functions during 2013 and 2014. The Compensation Committee held one (1) meeting during 2013, held no meetings during 2014, and has not met during 2015.

 The Compensation Committee operates under a written charter. The Compensation Committee establishes the compensation and benefits of our executive officers. The Compensation Committee also administers our employee benefit plans, including the Company’s 2004 Stock Option Plan.

Please see “Compensation Committee Report” below, which details the Compensation Committee’s report on our executive compensation for 2013 and 2014.

The Nominating and Corporate Governance Committee currently consists of Messrs. Shelton (chairperson) and Blum.The Board believes that Mr. Shelton is independent. The Nominating and Corporate Governance Committee held no meetings during 2013 and 2014, and has not met during 2015.

The Nominating and Corporate Governance Committee operates under a written charter. The Nominating and Corporate Governance Committee has the primary responsibility for overseeing the Company’s corporate governance compliance practices, as well as supervising the affairs of the Company as they relate to the nomination of directors. The principal ongoing functions of the Nominating and Corporate Governance Committee include developing criteria for selecting new directors, establishing and monitoring procedures for the receipt and consideration of director nominations by stockholders and others, considering and examining director candidates, developing and recommending corporate governance principles for the Company and monitoringits shareholders. Except as otherwise required by law, the Company’s compliance with these principles and establishing and monitoring procedures for the receipt of stockholder communications directed to the Board.

The Nominating and Corporate Governance Committee is also responsible for conducting an annual evaluation of the Board to determine whether the Board and its committees are functioning effectively. In performing this evaluation, the Nominating and Corporate Governance Committee receives comments from all directors and reports annually to the Board with the results of this evaluation. 

Director Nominations

The Nominating and Corporate Governance Committee seeks out appropriate candidates to serve as directors of the Company, and the Nominating and Corporate Governance Committee interviews and examines director candidates and makes recommendations to the Board regarding candidate selection. In considering candidates to serve as director, the Nominating and Corporate Governance Committee evaluates various minimum individual qualifications, including strength of character, maturity of judgment, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge, as well as the extent to which the candidate would fill a present need on the Board.

The Nominating and Corporate Governance Committee will consider, without commitment, stockholder nominations for director. Nominations for director submitted to this committee by stockholders are evaluated according to the Company’s overall needs and the nominee’s knowledge, experience and background. A nominating stockholder must give appropriate notice to the Company of the nomination not less than 90 days prior to the first anniversary of the preceding year’s annual meeting. In the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the preceding year’s annual meeting, the notice by the stockholder must be delivered not later than the close of business on the later of the 60th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made.

The stockholders’ notice shall set forth, as to:

The notice must be accompanied by a written consent of the proposed nominee to be named as a director.

Our Directors are Compensated for Their Services, as follows:

Effective January 1, 2014, the Board passed a resolution suspending the July 1, 2013 Board compensation plan. Effective May 6, 2014, the Board approved a compensation plan which includes two annual grants of options, including i) an option to purchase a number ofnewly authorized shares of common stock equal to $25,000 dividedand preferred stock will be available for issuance at the discretion of the Board (without further action by the stockholders) for various future corporate needs, including those outlined above. While adoption of the proposed amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing stockholders, any future issuance of additional authorized shares of the Company’s common stock and preferred stock may, among other things, dilute the earnings per share closing price onof the date of grant with an exercise price equal to the stock closing price on the date of grant, a one year vesting period and an expiration date 10 years from the date of grant; and ii) an option to purchase a number of shares of common stock equal to $25,000 divided byand the per share fair market valueequity and voting rights of the option calculated using the Black-Scholes Option Pricing Model based on market conditions, including stock closing price, risk free interest rate and stock volatility, on the date of grant with an exercise price equal to the stock closing price on the date of grant, vesting immediately and an expiration date 10 years from the date of grant. Also effective July 1, 2013, the Board approved an annual grant of options to purchase 25,000 shares ofthose holding common stock at a price equalthe time the additional shares are issued.

In addition to the stock’s closing price on the date of grant, vesting immediately and expiring 10 years from the date of grant as compensation to the chairman of the Board’s Audit Committee. The Board compensation plan, as approved on July 1, 2013 and as amended effective May 6, 2014, includes a $500 monthly fee paid to any member of the Board of Directors who serves on a Board Committee. Effective January 1, 2015, the Board compensation plan was amended such that, i) if a new board member is appointed mid-year, the new board member would receive grants of options upon the date of appointment under the same formula describedcorporate purposes mentioned above, adjusted on a pro-rata basis foran increase in the number of days remaining in the calendar, vesting immediately and on January 1 of the following year; and ii) if a new Chairman of the Audit Committee is appointed mid-year, the Audit Committee chair options would be granted on the date of appointment under the same formula described above, adjusted on a pro-rata basis for the number of days remaining in the calendar, vesting immediately.

The Company granted options to purchase 412,122authorized shares of common stock to members of the Board of Directors under a new Board of Directors compensation plan adopted by the Company on May 6, 2014. The options are exercisable at $0.86/share and expire ten years from the date of grant. A total of 237,702 options vested immediately while the remaining 174,442 vest over twelve months from the date of grant. Total fair value of these options at grant date was approximately $299,930 using the Black-Scholes Option Pricing model.

The table below summarizes the compensation paid by the Company to its directors for the fiscal year ended December 31, 2014.

Board Compensation, January 1, 2014 through December 31, 2014

In January 2015, the Company granted options under Company’s 2004 Stock Option Plan to members of the Company’s Board of Directorscommon stock and preferred stock may make it more difficult to, purchase 738,552 shares withor discourage an estimated fair value of $357,000. The stock options are exercisable at $0.46attempt to, $0.48 per share, vesting over a period of up to one year and expire ten years from the date of grant.

Board Compensation, January 1, 2015 through March 31, 2015

Recommendationobtain control of the Board

The Board unanimously recommendsCompany by means of a takeover bid that stockholders vote FOR election of each of the nominees identified above.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee has selected Weinberg & Company, P.A. to audit our financial statements for the fiscal year ending December 31, 2015. Although ratification by stockholders is not required by law, the Board has determined that itdetermines is desirable to request ratification of this selection by the stockholders. Notwithstanding its selection, the Audit Committee, in its discretion, may appoint new independent auditors at any time during the year if the Audit Committee believes that such a change would benot in the best interest of the Company and its stockholders. IfHowever, the stockholders doBoard does not ratifyintend or view the appointmentproposed increase in the number of Weinberg & Company, P.A.authorized shares of the Audit Committee may reconsider its selection.Company’s common stock or preferred stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of the Company.

Weinberg & Company, P.A. was first appointed in fiscal year 2003, and has audited our financial statements for fiscal years 2002 through 2014. The Board expects that representativesAny newly authorized shares of Weinberg & Company, P.A.the Company’s common stock will be present atidentical to the 2015 Annual Meetingshares of common stock now authorized and outstanding. The proposed amendment will not affect the rights of current holders of the Company’s common stock, none of whom has preemptive or similar rights to respondacquire the newly authorized shares.

With respect to appropriate questionsthe preferred stock, the Board of Directors will be authorized to determine or alter the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued preferred stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of preferred stock, to increase or decrease (but not below the number of shares of preferred stock then outstanding) the number of shares of any such preferred stock, and to make a statement if theyfix the number of shares of any series of preferred stock. In the event that the number of shares of any series of preferred stock shall be so desire.

Audit and Other Fees

The following table summarizesdecreased, the fees charged by Weinberg & Company, P.A. for certain services renderedshares constituting such decrease shall resume the status which such shares had prior to the Company during 2013 and 2014.

___________________

If a quorum is present, the affirmative vote of a majorityadoption of the Board resolution originally fixing the number of shares present and entitledof such series of preferred stock subject to vote at the 2015 Annual Meeting will be required to ratify the appointmentrequirements of Weinberg & Company, P.A. as our independent auditors. Abstentions will have the effect of a vote “against” the ratification of Weinberg & Company, P.A. as our independent auditors.

Recommendation of the Boardapplicable law.

The Board of Directors unanimously recommends that stockholders vote FORa CONSENT to the proposalproposed amendment to ratifyincrease the appointmentnumber of Weinberg & Co., P.A. as our independent auditor forauthorized shares of the fiscal year ending December 31, 2015.Company’s Common Stock from 300 million to 500 million and to create a new class of Preferred Stock and authorize the Company to issue up to 100 million shares of preferred stock.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of May 8, 2015,August 6, 2017, for:

___________________

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the compensation earned during the last three fiscal years by the Named Executive Officers:Officers, as well as the compensation earned by former executive officer, Greggory Bigger, who resigned from all positions with the Company effective April 1, 2017:

Summary Compensation Table

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning the stock option grants made to each of the Named Executive Officers and Former Control Persons during the 2016 fiscal year. No optionsstock appreciation rights were granted to any of the Named Executive Officers or Former Control Persons during the 20142016 fiscal year as executive compensation; however, options were granted to Greggory Bigger under the Company’s Board of Directors compensation plan as detailed in the Director Compensation section, above.year.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

AND YEAR-END OPTION VALUES

No options were exercised by any of the Named Executive Officers or Greggory Bigger, former Chief Executive Officer, President, and Chief Financial Officer during the 20142016 fiscal year. The following table sets forth the number of shares of our common stock subject to exercisable and unexercisable stock options which the Named Executive Officers and Mr. Bigger held at the end of the 20142016 fiscal year.

______________________

EQUITY COMPENSATION PLAN INFORMATION FOR 2014 AND FIRST QUARTER 20152016

The following table sets forth information regarding outstanding options and shares reserved for future issuance under our equity compensation planplans as of December 31, 2014:2016:

The following table sets forth information regarding outstanding optionsCertain Relationships and shares reserved for future issuance under our equity compensation plan as of March 31, 2015:Related Transactions

As of December 31, 2016 and 2015, total accrued expenses – related parties amounted to $135,000 and $191,000, respectively. Included in these accruals are the unpaid salaries to a former President and current member of the Company’s Board of Directors of $15,000 and $75,000, respectively. The Company agreed to a monthly payment of $5,000 to the current Board member until his unpaid salary is fully settled.

Employment agreements

Separation Agreement with Cecil Bond Kyte. Effective November 15, 2013, Cecil Bond Kyte voluntarily resigned as a Director, ChairmanIn addition, certain executive officers and Directors of the Board, a Membercompany have acquired common stock of the Nominating and Corporate Governance Committee and Chief Executive Officer of the Company. In connection with Mr. Kyte’s resignation, Mr. Kyte’s Employment Agreement with the Company, dated January 30, 2009, and the three amendments thereto, dated March 1, 2011, December 1, 2011 and September 1, 2013, have been terminated and Mr. Kyte and the Company have entered into a Separation Agreement and Release (“Separation Agreement”) whereby the Company has agreed to pay Mr. Kyte $350,000, less applicable withholding taxes, representing Mr. Kyte’s salary for one (1) year, in twelve (12) equal monthly installments, commencing on November 15, 2013. The Company also agreed to reimburse Mr. Kyte for his monthly health insurance premiums for a twelve (12) month period, also commencing on November 15, 2013. All of Mr. Kyte’s unvestedas well as convertible notes, options and warrants were cancelled as of November 15, 2013, except that 3,520,000 option shares previously granted to Mr. Kyte, and scheduled to vest on January 30, 2014, were deemed vested as of November 15, 2013. The Company also paid Mr. Kyte the sum of $25,000, less all applicable tax withholdings, on November 15, 2013, representing payment for Mr. Kyte’s accrued vacation and sick days. The Company has made all payments to Mr. Kyte requiredare convertible into common stock, under the Separation Agreement.Board Compensation Policy of the Company, approved on June 19, 2015, and otherwise. Such acquisitions are reported in Company Director filings under SEC Forms 3 and 4.

Employment Agreement with Greggory M. Bigger. On February 1, 2012 (the “Effective Date”), the Company entered into an employment agreement with Greggory M. Bigger, pursuant to which he serves as our Chief Financial Officer. The initial term of the agreement is for one year and is renewable for successive one year periods unless either party shall give written notice to the other, not later than December 1^st of the then-current year of the Term that this Agreement shall not be renewed (the “Expiration Date”). The Agreement provides for a base compensation of $120,000 per year and a one-time acceptance bonus of $10,000. Mr. Bigger is eligible to participate in the Company’s incentive and benefit plans, including eligibility to receive grants of stock options under the 2004 Plan.

Mr. Bigger shall also receive a grant of options, effective February 1, 2012 (the “Effective Date of Grant”) to vest over a four (4) year period as follows subject to his continued employment with the Company: 500,000 options shall vest on the Effective Date of Grant; 500,000 options shall vest on February 1, 2013; 1,000,000 options shall vest on February 1, 2014; 1,000,000 shares shall vest on February 1, 2015 and 1,000,000 shares shall vest on February 1, 2016.

Effective September 1, 2013, Mr. Bigger’s Employment Agreement, in recognition of his additional responsibilities as President of the Company, was amended, as follows:

(i) Annual Base Salary for Mr. Bigger was increased to $290,000. Mr. Bigger is also eligible to receive an annual cash bonus, within the discretion of the Company’s Board. In exercising its discretion, the Board shall consider, among other things, the Company’s: (a) revenue; (b) earnings; (c) contracts; (d) cash position; (e) liquidity; (f) customers; (g) NASDAQ or other exchange listings; (h) market capitalization; (i) general financial condition; and (j) achievement of goals set forth in management’s yearly budgets, plans and projections. Any award of bonus shall be paid no later than forty-five (45) days following the filing of the Company’s Form 10-K.

(ii)Additionally, in the event any person, including all affiliates of such person, directly or indirectly, becomes the beneficial owner of 50% or more of the combined voting power of the Company’s outstanding shares, and otherwise on a Change of Control event as defined in Mr. Bigger’s Employment Agreement, Mr. Bigger’s Employment Agreement and all amendments thereto shall be terminated whereupon Mr. Bigger shall be paid an amount equal to two (2) times his annual Base Salary as in effect on the date of the Change of Control event, and all of Mr. Bigger’s unvested stock options and warrants shall immediately vest effective on the date of the Change of Control event.

(iii) Additionally, if Mr. Bigger is terminated by the Company without cause or if he resigns for “good reason,” he shall be paid an amount equal to three (3) times his annual Base Salary as in effect on the date of the termination, payable, at the discretion of the Company, in one lump sum or in equal monthly installments during a term not to exceed thirty-six (36) months, less applicable withholding taxes. Additionally, all of Mr. Bigger’s unvested options and warrants shall vest to the same extent as he would have become vested if he had remained employed by the Company for an additional three (3) years. “Good Reason” shall be defined to mean any reduction in Mr. Bigger’s then current annual Base Salary of ten percent (10%) or more, or relocation of the Company’s principal executive office to a location more than twenty-five (25) miles outside of Santa Barbara, California, or a substantial change in Mr. Bigger’s then current duties and responsibilities.

(iv) Additionally, in the event of Mr. Bigger’s termination for Cause, Mr. Bigger shall be entitled to receive only his Base Salary accrued through the date of such termination, and nothing more, and all of Mr. Bigger’s unvested options and warrants shall be canceled.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has furnished this report on executive compensation for the 2014 fiscal year.

The Compensation Committee administers the Company’s executive compensation program. The Compensation Committee has the authority to review and determine the salaries and bonuses of the executive officers of the Company, including the Chief Executive Officer and the other executive officers named in the Summary Compensation Table (the “Named Executive Officers”) appearing elsewhere in this proxy statement, and to establish the general compensation policies for such individuals. The Compensation Committee also has the sole and exclusive authority to make discretionary option grants to all of the Company’s employees, including, without limitation, under the Company’s 2004 Stock Option Plan (the “2004 Plan”).

The Compensation Committee currently consists of Messrs. Blum (chairperson), Shelton and Stubbs. The Board believes that Messrs. Shelton and Stubbs meet the independence requirement. None of our executive officers served on the compensation committee of another entity or on any other committee of the board of directors of another entity performing similar functions during 2014. The Compensation Committee held no meetings during 2014 and has not met to date during 2015.

The Compensation Committee operates under a written charter. The charter reflects these various responsibilities, and the Committee is charged with periodically reviewing the charter. In addition, the Committee has the authority to engage the services of outside advisors, experts and others, including independent compensation consultants who do not advise the Company, to assist the Committee.

The Compensation Committee believes that the compensation programs for the Company’s executive officers should reflect the Company’s performance and the value created for the Company’s stockholders. In addition, the compensation programs should support the short-term and long-term strategic goals and values of the Company, reward individual contribution to the Company’s success and align the interests of the Company’s officers with the interests of its stockholders. The committee believes that the Company’s success depends upon its ability to attract and retain qualified executives through the competitive compensation packages it offers to such individuals.

The principal factors that were taken into account in establishing each executive officer’s compensation package for the 2014 fiscal year are described below. However, the Compensation Committee may in its discretion apply entirely different factors, such as different measures of financial performance, for future fiscal years. Moreover, all of the Company’s Named Executive Officers have entered into employment agreements with the Company and many components of each such person’s compensation are set by such agreements.

Equity-Based Compensation. The Committee believes in linking long-term incentives to an increase in stock value. Accordingly, it awards stock options, including options under the 2004 Plan with an exercise price equal to the fair market value of the underlying stock on the date of grant that vest and become exercisable over time. The Committee believes that these options encourage employees to continue to use their best efforts and to remain in the Company’s employed. Options granted to executive officers under the 2004 Plan generally vest and become exercisable in annual 25% increments over a four-year period after grant.

Compliance with Code Section 162(m). Section 162(m) of the Code disallows a tax deduction to publicly-held companies for compensation paid to certain of their executive officers, to the extent that compensation exceeds $1 million per covered officer in any fiscal year. The limitation applies only to compensation which is not considered to be performance based. Non-performance based compensation paid to the Company’s executive officers for the 2014 fiscal year did not exceed the $1 million limit per officer, and the Compensation Committee does not anticipate that the non-performance based compensation to be paid to the Company’s executive officers for the 2014 fiscal year will exceed that limit. Because it is unlikely that the cash compensation payable to any of the Company’s executive officers in the foreseeable future will approach the $1 million limit, the Compensation Committee has decided at this time not to take any action to limit or restructure the elements of cash compensation payable to the Company’s executive officers. The Compensation Committee will reconsider this decision should the individual cash non-performance based compensation of any executive officer ever approach the $1 million level.

The Board did not modify any action or recommendation made by the Compensation Committee with respect to executive compensation for the 2014 fiscal year. It is the opinion of the Compensation Committee that the executive compensation policies and plans provide the necessary total remuneration program to properly align the Company’s performance and the interests of the Company’s stockholders through the use of competitive and equitable executive compensation in a balanced and reasonable manner, for both the short and long term.

AUDIT COMMITTEE REPORT

The Audit Committee is currently composed of three (3) directors, Messrs. Stubbs (Chairperson), Shelton, and Blum. The Board has determined that Messrs. Stubbs and Shelton are independent within the rules of the SEC. The duties and responsibilities of a member of the Audit Committee are in addition to his duties as a member of the Board.

The Audit Committee operates under a written charter, which is available on the Company’s website. The Board and the Audit Committee believe that the Audit Committee charter complies with the current standards set forth in SEC regulations. There may be further action by the SEC during the current year on several matters that affect all audit committees. The Board and the Audit Committee continue to follow closely further developments by the SEC in the area of the functions of audit committees, particularly as it relates to internal controls for non-accelerated filers, and will make additional changes to the Audit Committee charter and the policies of the Audit Committee as required or advisable as a result of these new rules and regulations. The Audit Committee met four (4) times during 2014 and each was attended by a majority of committee members. The Audit Committee has met twice during 2015 as of the date of this report.

The Audit Committee’s primary duties and responsibilities are to:

Management is responsible for the Company’s internal controls and the financial reporting process. The Company’s independent auditor is responsible for performing an independent audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

The Company is planning to form an internal management group, reporting to the Chief Executive Officer and the Audit Committee that is charged with guiding the Company in meeting the various requirements of Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee has begun to implement procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under its charter.

In overseeing the preparation of the Company’s financial statements, the Audit Committee held meetings with the Company’s independent auditors, both in the presence of management and privately, to discuss the overall scope and plans for their audit, review and discuss all financial statements prior to their issuance, and discuss significant accounting issues. Management advised the Audit Committee that all financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee discussed the statements with both management and the Company’s independent auditors. In accordance with Section 204 of the Sarbanes-Oxley Act and the Statement on Auditing Standards (“SAS”) No. 61 (Communication With Audit Committees) as amended by SAS No. 90 (Audit Committee Communications), the Audit Committee has discussed with the Company’s independent auditors all matters required under the Sarbanes-Oxley Act and the foregoing standards.

With respect to the Company’s independent auditors, the Audit Committee, among other things, discussed with Weinberg & Co., P.A., matters relating to its independence, including the written disclosures made to the Audit Committee as required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). The Audit Committee also reviewed and approved the audit and non-audit fees of that firm.

On the basis of these reviews and discussions, the Audit Committee (i) appointed Weinberg & Co., P.A. as the independent registered public accounting firm for the 2014 fiscal year and (ii) recommended to the Board that the Board approve the inclusion of the Company’s audited financial statements in the 10-K for filing with the SEC.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities. Directors, executive officers and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such forms received by us, if any, we believe that all reporting requirements under Section 16(a) for the 20142016 fiscal year were met by our directors, executive officers and greater than 10% beneficial owners.

STOCKHOLDER PROPOSALS

From time to time stockholders present proposals that may be proper subjects for inclusion in a proxy statement and for consideration at an annual meeting. To be included in the proxy statement for our 2016 annual meeting of stockholders, proposals must be received by us no later than March 19, 2016, and the stockholder must otherwise comply with our and applicable SEC requirements.

ANNUAL REPORT ON FORM 10-K

We filed our Annual Report on Form 10-K with the SEC on March 16, 2015. A copy of31, 2017. We filed our Quarterly Report on Form 10-Q with the 10-K, without exhibits, has been mailed to all stockholders along with this proxy statement.SEC on May 15, 2017. Stockholders may obtain additional copies of the 10-K or 10-Q and the exhibits thereto, on our website at www.qsenergy.com or at www.sec.gov. Copies are also available to Stockholders, without charge, by writing to the Corporate Secretary at our principal executive office at 735 State Street, Suite 500, Santa Barbara, California 93101.

OTHER MATTERS

Management does not know of any matters23902 FM 2978, Tomball, Texas 77373. Neither our Annual Report to Stockholders on Form 10-K nor our Quarterly Report to Stockholders on Form 10-Q is to be presented at the 2015 Annual Meeting other than those set forth herein and in the Notice accompanying this proxy statement. Ifregarded as soliciting material or as a stockholder votecommunication by means of which any solicitation of consents is necessary to transact any other business at the 2015 Annual Meeting, the proxy holder intends to vote the proxies in accordance with his best judgment related to such business.be made.

It is important that your shares be represented, at the 2015 Annual Meeting, regardless of the number of shares that you hold.YOU ARE, THEREFORE, URGED TO EXECUTE PROMPTLY AND RETURN THE ACCOMPANYING PROXYCONSENT IN THE ENVELOPE THAT HAS BEEN ENCLOSED FOR YOUR CONVENIENCE. Stockholders who are present at the 2015 Annual Meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.

May 8, 2015July 27, 2017

Santa Barbara, CaliforniaTomball, Texas

 SAVE THE WORLD AIR,

QS ENERGY, INC.

2015 ANNUAL MEETING OF STOCKHOLDERS

June 19, 2015CONSENT SOLICITATION

This proxyYour written consent is solicited by the Board of Directors for use at the 2015 Annual Meeting of Stockholders of Save the World Air,QS Energy, Inc., (the “Company”) to be held at The Ritz-Carlton, Kapalua, One Ritz-Carlton Drive, Kapalua, Hawaii 96761, at 10:00 A.M. (Hawaii time) on June 19, 2015.take action without a meeting of our stockholders. By signing the proxy,this consent, you revoke all prior proxies,consents, acknowledge receipt of the Notice of 2015 Annual Meeting of StockholdersConsent Solicitation and the ProxyConsent Solicitation Statement, and appoint Greggory M. Bigger or his designee with full power of substitution, to vote via written consent all your shares of common stock of Save the World Air,QS Energy, Inc. which you are entitled to vote, on the mattersproposal shown below and any other matters which may come before the 2015 Annual Meeting and all adjournments and postponements thereof.

Whether or not a choice is specified, this proxy, when properly executed, will be voted in the discretion of the proxy holder upon such business as may properly come before the 2015 Annual Meeting or any adjournment or postponement thereof.(the “Proposal”).

The shares of stock you hold in your account will be voted via written consent as you specify below. If no choice is specified, the consent will be voted for the Proposal.

THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1 FORCONSENT TO THE ELECTION OF THE DIRECTORS LISTED HEREON, AND A VOTE FOR PROPOSAL 2. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS LISTED HEREON AND FOR PROPOSAL 2.PROPOSAL.

Please mark, sign and date your proxyconsent solicitation card and return it

today in the postage-paid envelope provided, or via fax or email to:

Nevada Agency and Transfer Company
50 West Liberty Street, Suite 880
Reno, Nevada 89501
Attention: Tiffany Erickson, Proxy Department

Fax #775-322-5623 or stocktransfer@natco.org

(Properly executed proxies may also be faxed or e-mailed no later than 48 hours prior to the meeting.)

THIS CONSENT MUST BE RETURNED BY October 5, 2017.

The Board of Directors recommends a vote FOR Proposals 1 and 2.

(to withhold authority to vote for any nominee, strike a line through the nominee’s name above)