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: December 31, 2004
[ ]Transition Report on Form 10-KSB SEC FILE NUMBER
[ ]Transition Report on Form 20-F 033-03362-D
[ ]Transition Report on Form 11-K
[ ]Transition Report on Form 10-QSB
[ ]Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________________
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
______________________________________________________________________________
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): 1711 Langley Avenue
City, State & Zip Code Irvine, CA 92614
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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)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(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
[X] 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
(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-KSB, 20-F, 11-K,
10-QSB, N-SAR or the transition report or portion thereof could not be
filed within the prescribed time period. (Attach Extra Sheets if Needed)
During 2004, the Company's affiliate in England reorganized itself
and issued shares pursuant to an English offering. The management of the
Company participated in the preparation of the offering docuemnts for that
offering and has participated in the mangagment of that entity. Such
efforts have caused him to spend sigificant amounts of time in England
during the fourth quarter of 2004 and during the first quarter of 2005.
This time is required because the Company's produts are being offered for
sale there and sales continue to require focused efforts to educate
potential buyers as to the benefits of the Company's products. Due to
the small size of the staff of the Company and of its English affiliate,
delays have occured in obtaining financial statements for the affiliate
which is 23% owned by the Company. These delays have further delayed the
completion of audit procedures with regard to the Company and its affiliate.
Our auditor has informed us that he has not quite finalized his
auditing procedurs and still has to do a review of the overall filing
included under Form 10-KSB before issuing his audit report. Because of this
delay in completion of the audit, management has not been able to complete
its review of the audit and the final portions of the Form 10-KSB. We feel
that rushing to meet the deadline would not be prudent and would not allow
time for due professional care in reviewing the financial stateemnts and
Form 10-KSB.
As a result, we believe that it is not reasonably possible for us to be
able to file our annual report by the 90 day due date.
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) 955-3492
(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 31, 2005 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.
______________________________________________________________________________
Robert Early & Company, P.C.
2500 S. Willis, Suite 104
Abilene, TX 79605
(325) 691-5790
March 30, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 200549
RE: KleenAir Systems, Inc.
SEC File # 033-03362-D
Dear Sir or Madam:
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 perform an audit its financial statements for the year ended
December 31, 2004. The Registrant has stated in Part III of its filing on
Form 12b-25 that it is unable to timely file its Annual report on Form 10-
KSB for the year ended December 31, 2004 partially because our firm has not
yet issued its audit report on the Registrant's financial statements for
such period.
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 not provided the final
version of our audit report. This delivery has been delayed because of
a delay in the completion of certain auditing procedures due to the
delay in receiving certain pertinent audit documentation.
We believe that the audit will be completed in time to file the Form 10-KSB
within the fifteen day extension period.
Very truly yours,
/s/ Robert Early & Company, P.C.
ROBERT EARLY & COMPANY, P.C.