QSEP / QS Energy, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29185 QS ENERGY, INC.

Distributor Agreement

Exhibit 10.1 DISTRIBUTOR AGREEMENT This Distributor Agreement (the “Agreement”) is made and entered into as of this 19 day of June, 2025 (the “Effective Date”), by and between: 1. QS Energy, Inc. (“Manufacturer”), a corporation organized under the laws of the State of Nevada, listed on the OTC Markets under ticker symbol [QSEP], with its principal executive offices located at 23902 FM 2978, Tombal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2025 QS Energy, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2025 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Term Sheet, Form of Securities Purchase Agreement, Form of Convertible Promissory Note, Form of Common Stock Purchase Warrant

Exhibit 10.1 QS ENERGY, INC. TERM SHEET NOTE PURCHASE AGREEMENT January 7, 2025 OFFERING INVESTMENT Minimum Aggregate Investment of $400,000; Maximum Aggregate Investment of $1,000,000; Minimum Individual Investment of $5,000. SECURITY Convertible Promissory Note. MATURITY DATE Twelve Months from date of Closing. CONVERTIBILITY Conversion price of $0.08 per share. PRINCIPAL The principal amount of

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-29185 QS ENERGY, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact

Insider Trading Policy

EXHIBIT 19 POLICY ADOPTED BY THE BOARD OF DIRECTORS RELATING TO INSIDER TRADING IN COMPANY SECURITIES AND CONFIDENTIALITY OF INFORMATION March 26, 2025 To: All Personnel From: Cecil Bond Kyte, Chief Executive Officer The Board of Directors has adopted the following Policy which applies to all personnel (including directors and officers) of QS Energy, Inc.

Cecil Bond Kyte Employment Agreement effective January 1, 2025

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of January 1, 2025 (the “Effective Date”), by and between QS Energy, Inc. a Nevada corporation (“Company”) and Cecil Bond Kyte (“Executive”) (collectively, the “Parties”). WHEREAS, Executive was appointed to serve as the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), effecti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number)

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number)

Amendment to the Articles of Incorporation (02/14/25)

Exhibit 3.1 Business Number C3325 - 1998 Filed in the Office of Secretary of State State Of Nevada Filing Number 20254673646 Filed On 2/14/2025 12:32:00 PM Number of Pages 2 1 02 / 14/2025 13:21 7753225623 Docusign Envelope ID: 1BCF2D35 - C0D1 - 4D5C - B091·3392EE69BE99 NEVADA AGENCY PAGE 04/04 FRANCISCO V. AGUILAR , Secretary of State 401 North Car.ion Street Carson City, Nevada 89701 - 4201 (TT5

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number)

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

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 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) ☒ Definitive Proxy State

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

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 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) ☐ Definitive Proxy State

Term Sheet, Form of Securities Purchase Agreement, Form of Convertible Promissory Note, Form of Common Stock Purchase Warrant

Exhibit 10.1 QS ENERGY, INC. TERM SHEET NOTE PURCHASE AGREEMENT May 10, 2024 OFFERING INVESTMENT Minimum Aggregate Investment of $20,000; Maximum Aggregate Investment of $100,000; Minimum Individual Investment of $5,000. SECURITY Convertible Promissory Note. MATURITY DATE Twelve Months from date of Closing. CONVERTIBILITY Conversion price of $0.03 per share. PRINCIPAL The principal amount of each

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Term Sheet, Form of Securities Purchase Agreement, Form of Convertible Promissory Note, Form of Common Stock Purchase Warrant

Exhibit 10.1 QS ENERGY, INC. TERM SHEET NOTE PURCHASE AGREEMENT January 26, 2024 OFFERING INVESTMENT Minimum Aggregate Investment of $100,000; Maximum Aggregate Investment of $300,000; Minimum Individual Investment of $5,000. SECURITY Convertible Promissory Note. MATURITY DATE Twelve Months from date of Closing. CONVERTIBILITY Conversion price of $0.05 per share. PRINCIPAL The principal amount of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-CEN ☐ N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-CEN ☐ N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, IN

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2023 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number)

Term Sheet, Form of Securities Purchase Agreement, Form of Convertible Promissory Note, Form of Common Stock Purchase Warrant

Exhibit 10.1 QS ENERGY, INC. TERM SHEET NOTE PURCHASE AGREEMENT March 21, 2023 OFFERING INVESTMENT Minimum Aggregate Investment of $15,000; Maximum Aggregate Investment of $100,000; Minimum Individual Investment of $5,000. SECURITY Convertible Promissory Note. MATURITY DATE Twelve Months from date of Closing. CONVERTIBILITY Conversion price of $0.05 per share. PRINCIPAL The principal amount of eac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT UNDER SECTION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, IN

Term Sheet, Form of Securities Purchase Agreement, Form of Convertible Promissory Note, Form of Common Stock Purchase Warrant

Exhibit 10.1 QS ENERGY, INC. TERM SHEET NOTE PURCHASE AGREEMENT September 6, 2022 OFFERING INVESTMENT Minimum Aggregate Investment of $150,000; Maximum Aggregate Investment of $300,000; Minimum Individual Investment of $5,000. SECURITY Convertible Promissory Note. MATURITY DATE Twelve Months from date of Closing. CONVERTIBILITY Conversion price of $0.03 per share. PRINCIPAL The principal amount of

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2022 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact

Term Sheet, Form of Securities Purchase Agreement, Form of Convertible Promissory Note, Form of Common Stock Purchase Warrant

Exhibit 10.1 QS ENERGY, INC. TERM SHEET NOTE PURCHASE AGREEMENT October 15, 2021 OFFERING INVESTMENT Minimum Aggregate Investment of $25,000; Maximum Aggregate Investment of $200,000; Minimum Individual Investment of $5,000. SECURITY Convertible Promissory Note. MATURITY DATE Twelve Months from date of Closing. CONVERTIBILITY Conversion price of $0.03 per share. PRINCIPAL The principal amount of e

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2021 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT UNDER SECTION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form N-CEN [] N-CSR For Period Ended: June 30, 2021 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q For the Transition Period Ended:

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2021 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Term Sheet, Form of Securities Purchase Agreement, Form of Convertible Promissory Note, Form of Common Stock Purchase Warrant

EXHIBIT 10.1 QS ENERGY, INC. TERM SHEET NOTE PURCHASE AGREEMENT November 9, 2020 OFFERING INVESTMENT Minimum Aggregate Investment of $25,000; Maximum Aggregate Investment of $350,000; Minimum Individual Investment of $5,000. SECURITY Convertible Promissory Note. MATURITY DATE Twelve Months from date of Closing. CONVERTIBILITY Conversion price of $0.02 per share. PRINCIPAL The principal amount of e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 qsenergy8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2021 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 qsenergyext.htm EXTENSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form N-CEN [] N-CSR For Period Ended: December 31, 2020 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on For

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, IN

- NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form N-CEN [] N-CSR For Period Ended: September 30, 2020 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q For the Transition Period En

Quarterly Report - FORM 10-Q

10-Q 1 qsenergy10q-063020.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

- NOTICE OF LATE FILING

NT 10-Q 1 qsenergynt10q.htm NOTICE OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form N-CEN [] N-CSR For Period Ended: June 30, 2020 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Rep

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2020 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

QS Energy Website Updates

Exhibit 10.3 QS ENERGY WEBSITE UPDATES SOURCE: Recent Updates page located at https://www.qsenergy.com/updates LATEST UPDATES AND INFORMATION Cautionary Statement: Some of the statements on this web page may constitute forward-looking statements under federal securities laws. Please visit the following link for our complete cautionary forward-looking statement: https://www.qsenergy.com/site-info/d

Cadence Bank Promissory Note dated June 18, 2020

Exhibit 10.1 PROMISSORY NOTE Principal $151,200.00 Loan Date 06-18-2020 Maturity 06-18-2025 Loan No Call / Coll OP Account *** Officer EMG Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: QS ENERGY, INC.2 6-40

Spring 2020 Note Offering

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of , 2020 by and between QS Energy, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (each, a “Purchaser” and collective

Quarterly Report - FORM 10-Q

10-Q 1 qsenergy10q-033120.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2020 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2020 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Third Amendment to Michael McMullen employment agreement effective February 15, 2020

Exhibit 10.19 THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT This Third Amendment to the Employment Agreement (the “3rd Amendment”) is entered into by and between QS Energy, Inc. a Nevada corporation (“Employer”) and Michael McMullen (“Employee”) (collectively, the “Parties”), effective as of February 15, 2020 (the “Effective Date”). RECITALS A. Effective as of April 1, 2017, the Employer and Employe

ZERO / 10-K - Annual Report - ANNUAL REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact

Fourth Amendment to Jason Lane employment agreement effective February 15, 2020

Exhibit 10.18 FOURTH AMENDMENT TO THE EMPLOYMENT AGREEMENT This Fourth Amendment to the Employment Agreement (the “4th Amendment”) is entered into by and between QS Energy, Inc. a Nevada corporation (“Employer”) and Jason Lane (“Employee”) (collectively, the “Parties”), effective as February 15, 2020 (the “Effective Date”). RECITALS A. Effective as of April 1, 2017, the Employer and Employee enter

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2020 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

March 4, 2020

Exhibit 99.1 March 4, 2020 Source: https://qsenery.com/updates LATEST UPDATES AND INFORMATION Some of the statements on this web page may constitute forward-looking statements under federal securities laws. Please visit the following link for our complete cautionary forward-looking statement: https://www.qsenergy.com/site-info/disclaimer. You should read all updates and press releases in the conte

Second Amendment to McMullen Employment Agreement

Exhibit 10.3 SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT This Second Amendment to the Employment Agreement (the “2nd Amendment”) is entered into by and between QS Energy, Inc. a Nevada corporation (“Employer”) and Michael McMullen (“Employee”) (collectively, the “Parties”), effective as of November 15, 2019 (the “Effective Date”). RECITALS A. Effective as of April 1, 2017, the Employer and Employ

Third Amendment to Lane Employment Agreement

Exhibit 10.2 Third AMENDMENT TO THE EMPLOYMENT AGREEMENT This Third Amendment to the Employment Agreement (the “3rd Amendment”) is entered into by and between QS Energy, Inc. a Nevada corporation (“Employer”) and Jason Lane (“Employee”) (collectively, the “Parties”), effective as of November 15, 2019 (the “Effective Date”). RECITALS A. Effective as of April 1, 2017, the Employer and Employee enter

Form of Summer 2019 Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of , 2019 by and between QS Energy, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (each, a “Purchaser” and collective

QSEP / QS Energy, Inc. 10-Q - Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, IN

QSEP / QS Energy, Inc. / Bunting Eric - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* QS Energy, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74736R 10 6 (CUSIP Number) Eric Bunting 10701 E Forestgate St Wichita, KS 67206 Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Sep

QSEP / QS Energy, Inc. 10-Q - Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (E

Form of Securities Purchase Agreement, Form of Convertible Promissory Note, Form of Common Stock Purchase Warrant

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of , 2019 by and between QS Energy, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (each, a “Purchaser” and collective

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2019 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

QSEP / QS Energy, Inc. 10-Q Quarterly Report QUARTERLY REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (

QSEP / QS Energy, Inc. FORM 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact

Amendment to Michael McMullen employment agreement effective April 1, 2019

Exhibit 10.17 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT This First Amendment to the Employment Agreement (the “1st Amendment”) is entered into by and between QS Energy, Inc. a Nevada corporation (“Employer”) and Michael McMullen (“Employee”) (collectively, the “Parties”), effective as of April 1, 2019 (the “Effective Date”). RECITALS A. Effective as of April 1, 2017, the Employer and Employee en

Amendment to Jason Lane employment agreement effective April 1, 2019

Exhibit 10.16 2ND AMENDMENT TO THE EMPLOYMENT AGREEMENT This Second Amendment to the Employment Agreement (the “2nd Amendment”) is entered into by and between QS Energy, Inc. a Nevada corporation (“Employer”) and Jason Lane (“Employee”) (collectively, the “Parties”), effective as of April 1, 2019 (the “Effective Date”). RECITALS A. Effective as of April 1, 2017, the Employer and Employee entered i

Form of Winter 2018-2019 Offering Securities Purchase Agreement

Exhibit 10.15 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of , 2018, by and between QS Energy, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (each, a “Purchaser” and collecti

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2018 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (

QSEP / QS Energy, Inc. FORM 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, IN

QSEP / QS Energy, Inc. DEFINITIVE PROXY STATEMENT

DEF 14A 1 qsenergydef14a.htm DEFINITIVE PROXY STATEMENT 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 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS

Financial Statements and Exhibits, Other Events, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2018 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commis

QS ENERGY CEO JASON LANE ISSUES SHAREHOLDER UPDATE

EX-99.1 2 qsenergy-ex9901.htm PRESS RELEASE Exhibit 99.1 QS ENERGY CEO JASON LANE ISSUES SHAREHOLDER UPDATE HOUSTON, TX - (Marketwired) – 9/5/18 - QS Energy, Inc. (the "Company" or “QS Energy”) (OTCQB: QSEP) is a developer of integrated technology solutions for the energy industry. The following is a shareholder update letter from Jason Lane, Chief Executive Officer and Chairman of the Board, QS E

Financial Statements and Exhibits, Other Events, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2018 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number)

QS ENERGY CEO JASON LANE ISSUES SHAREHOLDER UPDATE

EX-99.1 2 qsenergy-ex9901.htm PRESS RELEASE Exhibit 99.1 QS ENERGY CEO JASON LANE ISSUES SHAREHOLDER UPDATE HOUSTON, TX - (Marketwired) – 9/5/18 - QS Energy, Inc. (the "Company" or “QS Energy”) (OTCQB: QSEP) is a developer of integrated technology solutions for the energy industry. The following is a shareholder update letter from Jason Lane, Chief Executive Officer and Chairman of the Board, QS E

QSEP / QS Energy, Inc. FORM 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (

QSEP / QS Energy, Inc. FORM 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact

List of Subsidiaries

Exhibit 21 List of Subsidiaries QS Energy Pool, Inc., a California corporation STWA Asia Pte. Limited, a Singapore private limited company

Form of Spring 2018 Securities Purchase Agreement

Exhibit 10.126 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of , 2018, by and between QS Energy, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (each, a “Purchaser” and collect

QSEP / QS Energy, Inc. FORM 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, IN

Amendment to Jason Lane employment agreement

Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (the “1st Amendment”) is made and entered into by and between QS Energy, Inc. (“Employer”) and Jason Lane (“Employee”) (collectively, the “Parties”), effective as of April 1, 2017 (the “1st Amendment Effective Date”), with reference to the following: RECITALS A. Effective as of April 1, 2017, the Empl

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2017 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (

Second amendment to Articles of Incorporation (10/12/17)

EX-3.I 2 qsenergy8k-ex03i.htm CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 3.(i) BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Document Number 20170430300-10.... Certificate of Amendment /s/ Barbara K. Cegavske Filing Date and Time (PURSUANT TO NRS 78.385 and 78.390) Barbar

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2017 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (I

QSEP / QS Energy, Inc. FORM 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (E

QS Energy DEFINITIVE PROXY

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 x Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) x Definitive Proxy State

QS Energy NOTICE OF CONSENT SOLICITATION

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 x Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: x Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) o Definitive Proxy State

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2017 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2017 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

AGREEMENT TEMPLE UNIVERSITY – OF THE COMMONWEALTH SYSTEM OF HIGHER EDUCATION QS ENERGY, INC. (FORMERLY SAVE THE WORLD AIR, Inc.)

Exhibit 10.2 AGREEMENT BETWEEN TEMPLE UNIVERSITY ? OF THE COMMONWEALTH SYSTEM OF HIGHER EDUCATION AND QS ENERGY, INC. (FORMERLY SAVE THE WORLD AIR, Inc.) This agreement (?Agreement?) is by and between TEMPLE UNIVERSITY ?OF THE COMMONWEALTH SYSTEM OF HIGHER EDUCATION (?TEMPLE?) and QS ENERGY INC. (?SPONSOR?), and is effective as of the last party to sign this Agreement (the ?Effective Date?). TEMPL

Amendment to the License Agreement between the Registrant and Temple University

Exhibit 10.1 AMENDMENT # 1 TO EXCLUSIVE LICENSE AGREEMENT This Amendment No. 1 (?Amendment No. 1?) to the Exclusive License Agreement by and between Temple University ? Of The Commonwealth System of Higher Education (?TEMPLE?) and QS Energy, Inc. (?QSEP?), dated August 1, 2011, as amended (?Agreement?), is entered into effective as of June 1, 2017 (?Amendment No. 1 Date?). WHEREAS, TEMPLE is the o

Forms of Convertible Note, Warrant, and Securities Purchase Agreement in 2017 Spring Offering

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of April 1, 2017, by and between QS Energy, Inc., a Nevada corporation (the ?Issuer?) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (each, a ?Purchaser? and co

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2017 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

QS Energy DEFINITIVE OTHER PROXY MATERIALS

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 S Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) o Definitive Proxy State

QS Energy SCHEDULE 14A

DEF 14A 1 qsenergy14a.htm SCHEDULE 14A 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 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RUL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (

QS Energy PRE 14A

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 ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) ? Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2017 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2017 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 o TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact name of registran

Bigger Separation Agreement effective April 1, 2017

Exhibit 10.124 SEPARATION Agreement AND RELEASE This Separation Agreement and Release (the “Agreement”) is entered into effective as of April 1, 2017 (“Effective Date”), by and between Greggory M. Bigger (the “Employee”) and QS Energy, Inc., a Nevada corporation (the “Company”), to establish the terms and conditions of the Parties’ separation, settlement and release of all claims. Employee and Com

Michael McMullen Employment Agreement effective April 1, 2017

Exhibit 10.123 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of April 1, 2017 (the “Effective Date”), by and between QS Energy, Inc., a Nevada corporation (“Employer” or “Company”) and Michael McMullen (“Employee”) (collectively, the “Parties”). Employee desires to set forth herein the terms and conditions pursuant to which he will agree to continued employment by

Jason Lane Employment Agreement effective April 1, 2017

Exhibit 10.122 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of April 1, 2017 (the “Effective Date”), by and between QS Energy, Inc. a Nevada corporation (“Employer”) and Jason Lane (“Employee”) (collectively, the “Parties”). Employee desires to set forth herein the terms and conditions pursuant to which he will agree to employment by Employer, and Employer desire

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2017 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number)

QS Energy Completes AOT Testing on Alberta Bitumen, Establishing Benchmarks for Opex Savings and Environmental Benefits in Oil Sands Market

Exhibit 99 QS Energy Completes AOT Testing on Alberta Bitumen, Establishing Benchmarks for Opex Savings and Environmental Benefits in Oil Sands Market SANTA BARBARA, CA - (Marketwired) - 02/00/17 - QS Energy, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 qsenergy8k-120116.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2016 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of inc

FIELD TEST AGREEMENT THIS FIELD TEST AGREEMENT is made as of the 28th day of November, 2016 (the “Effective Date”)

Exhibit 10.1 FIELD TEST AGREEMENT THIS FIELD TEST AGREEMENT is made as of the 28th day of November, 2016 (the ?Effective Date?) BETWEEN: under the laws of the Province of Alberta, Canada (??) - and - QS ENERGY INC., a body corporate, incorporated under the laws of the State of Nevada (?Counterparty?) (Individually a ?Party? and collectively, the ?Parties?) BACKGROUND: A. Counterparty has rights to

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2016 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (

Amendment to the Amended and Restated Bylaws

Exhibit 3.2 AMENDMENTS TO THE AMENDED AND RESTATED BYLAWS OF QS ENERGY, INC. a Nevada Corporation Article 3, Section 2: ?SECTION 2. The number of Directors which shall constitute the whole board shall be not less than one (1) and not more than eight (8). The number of Directors may from time to time be increased or decreased to not less than one (1) nor more than eight (8) by action of the whole B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ☐ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact name of regis

QS Energy ESP

Please reply to: Direct Tel: 213-542-2121 [email protected] June 7, 2016 VIA EDGAR AND FEDEX United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4628 100 F. Street, N.E. Washington, D.C. 20549-4561 ATTN: Parhaum J. Hamidi, Attorney-Advisor RE: QS Energy, Inc. Form 10-K for Fiscal Year Ended December 31, 2014 Response Dated March 15, 2016 Form 10-K for Fisc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact name of regi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2016 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exac

Forms of Convertible Note, Warrant, and Securities Purchase Agreement in 2014 Fall Offering

Exhibit 10.117 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the , 2014, by and between Save the World Air, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (each, a “Purchaser

Forms of Convertible Note, Warrant, and Securities Purchase Agreement in 2015 Winter Offering

Exhibit 10.119 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the November 6, 2015, by and between QS Energy, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (each, a “Purchase

QS Energy ESP

March 15, 2016 Please reply to: Direct Tel: 213-542-2121 [email protected] VIA EDGAR AND FEDEX United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4628 100 F. Street, N.E. Washington, D.C. 20549-4561 ATTN: Parhaum J. Hamidi, Attorney-Adviser Re: QS Energy, Inc. Form 10-K for Fiscal Year Ended December 31, 2014 Filed March 16, 2015 Response Dated January 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 qsenergy10k-123115.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29

Forms of Convertible Note, Warrant, and Securities Purchase Agreement in 2015 Spring Offering

Exhibit 10.118 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the , 2015, by and between Save the World Air, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (each, a “Purchaser

Amendment to Greggory M. Bigger Employment Agreement dated March 10, 2016.

Exhibit 10.120 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (the ?2nd Amendment?) is made and entered into by and between QS Energy, Inc. (the ?Company?) and Greggory M. Bigger (?Executive?), effective as of March 10, 2016 (the ?2nd Amendment Effective Date?), with reference to the following: RECITALS A. Effective as of February 1, 2012, the Company and Ex

Temple Research Agreement dated March 19, 2012, as amended March 19, 2013.

Exhibit 10.121 AMENDMENT NO. 1 THIS Amendment No. 1 (hereinafter the “Amendment”) to the Sponsored Research Agreement effective March 19, 2013 (hereinafter the “Agreement”) between Save The World Air, Inc. (“Sponsor”) and Temple University—Of The Commonwealth System of Higher Education (“University”) is now agreed to by the parties as follows: WHEREAS, the parties wish to replace the original scop

FOIA Confidential Treatment Requested Pursuant to Rule 83 January 14, 2016

*Typed on the letterhead of Gartenberg Gelfand Hayton LLP 15260 Ventura Boulevard, Suite 1920 Sherman Oaks, CA 91403* FOIA Confidential Treatment Requested Pursuant to Rule 83 January 14, 2016 Via Edgar and FedEx United States Securities and Exchange Commission Division of Corporation Finance Mail stop 4628 100 F Street, N.

CORRESP

QS Energy, Inc. Optimizing the Efficiency and Safety of the Global Crude Oil Pipeline Infrastructure BUSINESS PLAN December 2015 Greggory M. Bigger, CEO

EXHIBIT 99.1 QS Energy, Inc. Optimizing the Efficiency and Safety of the Global Crude Oil Pipeline Infrastructure BUSINESS PLAN December 2015 Greggory M. Bigger, CEO QS Energy, Inc. 735 State Street, Suite 500 Santa Barbara, CA 93101 Tel: (805) 845-3581 E-mail: [email protected] Web: www.qsenergy.com No offering is made or intended by this document. Any offering of interests in QS Energy,

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2015 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 o TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 QS ENERGY, INC. (Exact name of

SAVE THE WORLD AIR, INC. D/B/A STWA ANNOUNCES CORPORATE NAME CHANGE TO QS ENERGY, INC. QS Energy Inc. and QSEP stock symbol reflect broader corporate mission within global energy sector

EXHIBIT 99.1 SAVE THE WORLD AIR, INC. D/B/A STWA ANNOUNCES CORPORATE NAME CHANGE TO QS ENERGY, INC. QS Energy Inc. and QSEP stock symbol reflect broader corporate mission within global energy sector SANTA BARBARA, Calif., August 11, 2015 ? STWA (the ?Company?) (OTCQX: ZERO), a developer of integrated technology solutions for the energy industry, today announced that it has changed its corporate na

Articles of Merger

EXHIBIT 3.1 1 2 3 4 5 6 7

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2015 QS Energy, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact name

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2015 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact nam

QS Energy PROXY STATEMENT

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 x Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact name of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2015 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 stwa8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2014 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorp

Newfield Exploration Company Joint Development Agreement.

Exhibit 10.1 AGREEMENT This Agreement ("Agreement") between Save The World Air, Inc. ("STWA") and Newfield Exploration Company ("Operator") (collectively the "Parties" and individually, a "Party") is made this 15th day of October, 2014. RECITALS WHEREAS, Operator operates a crude oil exploration, production and related facilities ("Operator's Business"): Whereas, STWA has developed and owns certai

Haven Technology Solutions Joint Development Agreement.

Exhibit 10.2 October 24, 2014 AGREEMENT This Agreement (?Agreement?) between Save The World Air, Inc. (?STWA?) and HAVEN TECHNOLOGY SOLUTIONS LLC (?HAVEN (collectively the ?Parties? and individually, a ?Party?) is made this 24th day of October, 2014. RECITALS WHEREAS, HAVEN operates a research and development laboratory facility in which it develops flow regime management systems (?HAVEN?s Busines

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact name

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2014 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Num

Mutual Confidentiality Agreement, dated July 15, 2014, between Save The World Air, Inc. and Kinder Morgan Crude & Condensate LLC.

EXHIBIT 10.2 KM Contract #CA-KMCC-2014-012 MUTUAL CONFIDENTIALITY AGREEMENT The Mutual Confidentiality Agreement (“Agreement”) is entered into this 15th day of July, 2014 (the “Effective Date”) by and between Kinder Morgan Crude & Condensate LLC (“KMCC”) and Save the World Air, Inc. (“STWA”). WHEREAS, KMCC and STWA (hereinafter each individually referred to as a “Party” and collectively referred t

Equipment Lease/Option to Purchase Agreement, dated effective as of July 15, 2014, between Save The World Air, Inc. and Kinder Morgan Crude & Condensate LLC.

EXHIBIT 10.1 STWA, Inc. 735 State Street, Suite 500 Santa Barbara, CA 93101 Toll Free +1(877) USA-STWA Main +1(805) 845-3581 Fax +1(805) 845-4377 Web www.stwa.com Lease Agreement No. TBD EQUIPMENT LEASE/OPTION TO PURCHASE AGREEMENT THIS EQUIPMENT LEASE/OPTION TO PURCHASE AGREEMENT (the "Lease") is made effective the day of July 15, 2014 ("Effective Date") BETWEEN: Save The World Air, Inc. (the "Le

Letter from TransCanada to Save The World Air, Inc., dated July 15, 2014.

EXHIBIT 10.1 TransCanada Keystone Pipeline, LP 450 - 1st Street SW Calgary, AB T2P 5H1 Tel: 403.920.6113 Fax: 403.920.2366 Email: [email protected] July 15, 2014 Save The World Air, Inc. (STWA) 735 State Street, Suite 500 Santa Barbara, CA 93101 Attention: Gregg M. Bigger, President & CFO RE: Contract No. 11124 Equipment Lease / Option to Purchase Agreemen Notice of Termination Lett

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2014 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 stwa10q-033114.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Amendment to Greggory M. Bigger Employment Contract.

Exhibit 10.107 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (the “1st Amendment”) is made and entered into by and between Save The World Air, Inc. (the “Company”) and Greggory M. Bigger (“Executive”), effective as of September 1, 2013 (the “1st Amendment Effective Date”), with reference to the following: RECITALS A. Effective as of February 1, 2012, the Comp

Cecil Bond Kyte Separation Agreement

Exhibit 10.108 SEPARATION Agreement AND RELEASE This Separation Agreement and Release (the “Agreement”) is entered into effective as of November 15, 2013 (“Effective Date”), by and between Cecil Bond Kyte (the “Employee”) and Save The World Air, Inc., Inc., a Nevada corporation (the “Company”), to establish the terms and conditions of the Parties’ separation, settlement and release of all claims.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 Or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact name of

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2013 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File

Amendment to Articles of Incorporation (12/20/13)

Exhibit 3.1

Other Events, Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2013 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2013 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File

- DEFINITIVE ADDITIONAL MATERIALS

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 (Amendment No. ) S Filed by the Registrant £ Filed by a Party other than the Registrant Check the appropriate box: £ Preliminary Proxy Statement £ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) £ Defin

- SAVE THE WORLD AIR, INC.

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 S Filed by the Registrant £ Filed by a Party other than the Registrant Check the appropriate box: £ Preliminary Proxy Statement £ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) S Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 £ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or £ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact

-

Please reply to: Los Angeles Office Direct Tel: (213) 542-2121 [email protected] Our File No. 4323.01 October 28, 2013 Via E-Mail: [email protected] Ms. Sonia Bednarowski United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Save The World Air, Inc./ Proxy Statement Dear Ms. Bednarowski: In connection with the staff’s review of, and comments on, the pro

-

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 (Amendment No. 1 ) S Filed by the Registrant £ Filed by a Party other than the Registrant Check the appropriate box: S Preliminary Proxy Statement £ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) £ Def

-

October 23, 2013 Please reply to: Los Angeles Office Direct Tel: (213) 542-2121 egelfand@gghslaw.

- PRELIMINARY NOTICE AND PROXY STATEMENT

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 (Amendment No. ) S Filed by the Registrant £ Filed by a Party other than the Registrant Check the appropriate box: S Preliminary Proxy Statement £ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) £ Defin

-

Please reply to: Los Angeles Office Direct Tel (213) 542-2121 [email protected] Our File No. 4323. 01 October 17, 2013 United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Save The World Air, Inc. I Commission File Number 0-29185 I Preliminary Proxy Materials Dear Sir or Madam: We represent Save The World Air, Inc. ("STWA") in connection with the filing h

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2013 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact name

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - SAVE THE WORLD AIR, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2013 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Nu

Equipment Lease/Option to Purchase Agreement with TransCanada Keystone Pipeline, L.P.

Lease Agreement No. 11124 EXHIBIT 10.1 EQUIPMENT LEASE/OPTION TO PURCHASE AGREEMENT THIS EQUIPMENT LEASE/OPTION TO PURCHASE AGREEMENT (the "Lease") is made effective the day of July 17, 2013 ("Effective Date") BETWEEN: Save The World Air, Inc. (the "Lessor") - and - TransCanada Keystone Pipeline, L.P. by its agent, TC Oil Pipeline Operations Inc. ("TransCanada") (collectively, the "Parties" or ind

Financial Statements and Exhibits - CURRENT REPORT ON FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2013 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Nu

Amended and Restated Bylaws of the Registrant

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF SAVE THE WORLD AIR, INC. a Nevada Corporation ARTICLE 1 - OFFICES SECTION 1. The registered office of this corporation (the “Corporation”) shall be in the City of Reno, State of Nevada, or such other city within the State of Nevada as the Board of Directors may determine. SECTION 2. The Corporation may also have offices at such other places both within an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events - CURRENT REPORT ON FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2013 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 ☐ TRANSITION REPORT UNDER SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 Save the World Air, Inc. (Exact name of

Continental Divide, LLC Agreement dated January 2, 2013

Exhibit 10.105 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (the ?Agreement?) is entered into effective as of January 2nd, 2013 (?Effective Date?), between Save the World Air, Inc. (the ?Company?) and Continental Divide, LLC (the ?Contractor?) (collectively, the ?Parties?). 1. Non-Use, Non-Disclosure and Non-Compete. The Parties acknowledge and agree that this Agreement i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT ON FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2012 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact

Other Events, Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2012 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 to FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT ON FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2012 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact name

- NOTICE AND PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: £ Preliminary proxy statement £ Confidential, For use of the Commission only (as permitted by Rule 14a-6(e)(2)) S Definitive proxy statement £ Definitive additional materials £ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 SAVE THE WORLD AIR, INC.

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2012 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Num

FORM OF CONVERTIBLE NOTE

Exhibit 10.2 Exhibit A FORM OF CONVERTIBLE NOTE THE SECURITIES EVIDENCED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINIO

SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of June 2012, by and between Save the World Air, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (each,

FORM OF STOCK PURCHASE WARRANT

Exhibit 10.3 Exhibit B FORM OF STOCK PURCHASE WARRANT THIS WARRANT AND ANY SHARES ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION OF ANY SHARES ISSUED UPON EXERCISE HEREOF MAY BE AFFECTED WITHOUT

Other Events - CURRENT REPORT ON FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2012 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Num

US Department of Energy Conducts 24 Hour Testing of STWA Applied Oil Technology 1.2V

EXHIBIT 99.1 US Department of Energy Conducts 24 Hour Testing of STWA Applied Oil Technology 1.2V US DOE Testing Generates Relevant Data for STWA's Crude Oil Viscosity Reduction System Press Release: Save the World Air, Inc. - Thu, May 24, 2012 7:00AM EDT SANTA BARBARA, CA-(Marketwire -05/24/12)- STWA, Inc. (ZERO.OB) ("STWA" or the "Company"), a developer of applied solutions for oil and fuel deli

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2012 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Numb

SPONSORED RESEARCH AGREEMENT

Exhibit 10.1 SPONSORED RESEARCH AGREEMENT THIS AGREEMENT, effective this day of 19th, March 2012, by and between Temple University ? Of the Commonwealth System of Higher Education (hereinafter referred to as "University") and Save The World Air, Inc. , having a principal place of business at: 735 State Street, Suite 500, Santa Barbara, CA 93101 (hereinafter referred to as "Sponsor"). RECITALS: 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 Save the World Air, Inc. (Exact name of

U.S. Department of Energy Agreement dated February 6, 2012

Exhibit 10.104 U.S. DEPARTMENT OF ENERGY Reimbursable (Funds-in) Agreement No.       1. Sponsor's Name and Address Save The World Air, Inc. 735 State Street, Suite 500 Santa Barbara, CA 93101 2. Reimbursable (Funds-In) Agreement No.       (x) New Award (o) Modification No. 3. Agreement Title/Description: Viscosity Reduction Testing & Demonstration 4. Agreement Term: 1st of January 2012 through 31s

Employment Agreement with Gregg Bigger, Chief Financial Officer

Exhibit 10.101 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 1, 2012, by and between Save the World Air, Inc, a Nevada corporation (the “Company”), whose address is 735 State Street, Suite 500, Santa Barbara, California 93101, and Greggory M. Bigger (“Executive”), an individual, whose address is 942 Crestwood Drive, Santa Barbara, California 93105

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2012 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Num

Cooperation Framework Agreement between Registrant and Heng He Xing Technology Development Co., Ltd (TDC) dated March 9, 2012

EXHIBIT 10.1 STWA-TDC Cooperation Framework Agreement (the "Agreement") This Agreement is entered into as of this 9th day of March, 2012 between Save the World Air, Inc. ("STWA"), and Beijing Heng He Xing Ye Technology Development Co., Ltd ("TDC"), (collectively, the "Parties"). Whereas the Parties have previously signed an LOI dated December 10,2011 and an NDA dated November 9, 2011 respectively,

Letter of Intent between Registrant and LG Partners LLC (“LGP”)

EXHIBIT 10.1 March 2, 2012 Mr. Michael B. Leader, Managing Partner LG Partners, LLC RE: Letter of Intent Dear Mr. Leader: This letter of intent (“LOI”) is entered into by and between Save the World Air, Inc. (“STWA”) and LG Partners, LLC (“LGP”). STWA and LGP are sometimes referred to herein as the “Parties” and individually as a “Party.” The Parties enter into this LOI for the purpose of setting

Financial Statements and Exhibits, Other Events - FORM 8K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2012 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Num

Form of Stock Purchase Warrant Issued in 2012 Winter Offering

Exhibit 10.3 FORM OF STOCK PURCHASE WARRANT THIS WARRANT AND ANY SHARES ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION OF ANY SHARES ISSUED UPON EXERCISE HEREOF MAY BE AFFECTED WITHOUT AN EFFECT

SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of January 2012, by and between Save the World Air, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (ea

Form of 10% Convertible Note Issued in 2012 Winter Offering

Exhibit 10.2 FORM OF CONVERTIBLE NOTE THE SECURITIES EVIDENCED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNS

Unregistered Sales of Equity Securities, Financial Statements and Exhibits - SAVE THE WORLD AIR, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2012 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2012 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File

Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2012 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File

SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of December 2011, by and between Save the World Air, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (e

Form of Stock Purchase Warrant Issued in 2011 Fall#3 Offering

Exhibit 10.3 FORM OF STOCK PURCHASE WARRANT THIS WARRANT AND ANY SHARES ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION OF ANY SHARES ISSUED UPON EXERCISE HEREOF MAY BE AFFECTED WITHOUT AN EFFECT

Form of 10% Convertible Note Issued in 2011 Fall#3 Offering

Exhibit 10.2 FORM OF CONVERTIBLE NOTE THE SECURITIES EVIDENCED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNS

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT ON FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2011 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File

STOCK PURCHASE WARRANT

EX-10.2 3 swta8k-ex1002.htm WARRANT EXHIBIT 10.2 STOCK PURCHASE WARRANT THIS WARRANT AND ANY SHARES ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION OF ANY SHARES ISSUED UPON EXERCISE HEREOF MAY B

SEPARATION AGREEMENT AND MUTUAL RELEASE

EXHIBIT 10.1 SEPARATION AGREEMENT AND MUTUAL RELEASE The parties to this Separation Agreement and Mutual Release (the “Agreement”) are Eugene E. Eichler (“Employee”), and Save the World Air, Inc. (the “Employer”), sometimes referred to collectively as the “parties.” WHEREAS, As of November 30, 2011, Employer presently owes Employee unpaid back wages in the amount of $150,000 for work previously pe

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2011 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File

Letter of Intent between Registrant and Heng He Xing Ye Technology Development Co., Ltd. dated October 19, 2011

Exhibit 10.1 December 19, 2011 Ms. Claire Zhao Beijing Heng He Xing Ye Technology Development Co., Ltd. RE: Letter of Intent Dear Ms. Zhao: This letter of intent (?LOI?) is entered into by and between Save the World Air, Inc. (?STWA?) and Beijing Heng He Xing Ye Technology Development Co., Ltd. (?TDC?). STWA and TDC are sometimes referred to herein as the ?Parties? and individually as a ?Party.? T

SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of the 24th day of October 2011, by and between Save the World Air, Inc., a Nevada corporation (the ?Issuer?) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (ea

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2011 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File

Form of Stock Purchase Warrant Issued in 2011 Fall#2 Offering

Exhibit 10.3 FORM OF STOCK PURCHASE WARRANT THIS WARRANT AND ANY SHARES ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION OF ANY SHARES ISSUED UPON EXERCISE HEREOF MAY BE AFFECTED WITHOUT AN EFFECT

Form of 10% Convertible Note Issued in 2011 Fall#2 Offering

Exhibit 10.2 FORM OF CONVERTIBLE NOTE THE SECURITIES EVIDENCED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, ?SECURITIES LAWS?) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185 SAVE THE WORLD AIR, INC. (Exact

Final Report of the Rocky Mountain Oilfield Testing Center of Viscosity Reduction Device (AOT)

Exhibit 10.1 STWA, Inc.: Viscosity Reduction Test An assessment of an in-line viscosity reduction device Naval Petroleum Reserve No. 3, Teapot Dome Field, Wyoming Final Report for October 19, 2011 Funds-In 2011-A148 (DOE-RMOTC-51141) STWA, Inc.: Viscosity Reduction Test Jeanette Buelt, RMOTC DISCLAIMER: This report was prepared as en account of work sponsored by an agency of the United States Gove

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 saveair8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2011 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of inc

Recent Test Results Published by U.S. DOE/RMOTC States STWA’s New Technology Delivers Increases in Pipeline Efficiency of 13.14% to 13.55% Company’s Proprietary AOT™ Device Could Materially Reduce Oil Transport Costs and Assist in U.S. Energy Indepen

Exhibit 99.1 Investor Relations Contacts: Mr. Andrew Haag, Managing Partner IRTH Communications, LLC Tel: +1-866-976-IRTH (4784) E-Mail: [email protected] Website: www.irthcommunications.com Company Website: www.stwa.com Mr. Jeremy Roe, Managing Partner Integra Consulting Group, LLC Tel: +1-925-262-8305 E-Mail: [email protected] Website: www.integraconsultinggroup.com FOR

Form of 10% Convertible Note Issued in 2011 Fall Offering

Exhibit 10.2 FORM OF CONVERTIBLE NOTE THE SECURITIES EVIDENCED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, ?SECURITIES LAWS?) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNS

Form of Stock Purchase Warrant Issued in 2011 Fall Offering

Exhibit 10.3 FORM OF STOCK PURCHASE WARRANT THIS WARRANT AND ANY SHARES ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION OF ANY SHARES ISSUED UPON EXERCISE HEREOF MAY BE AFFECTED WITHOUT AN EFFECT

SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT Convertible Promissory Notes and Stock Purchase Warrants THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of August, 2011, by and between Save the World Air, Inc., a Nevada corporation (the “Issuer”) and those individuals and entities who sign and deliver an executed copy of this Agreement to the Issuer (ea

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2011 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 stwa10q-063011.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-29185

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2011 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Nu

License Agreement between the Registrant and Temple University dated August 9, 2011

EXHIBIT 10.94 EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (this "Agreement") is made effective this 1st day of August 2011 by and between Temple University - Of The Commonwealth System of Higher Education (hereinafter referred to as "TEMPLE"), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, having a principal place of business at 1938 Liaco

EXCLUSIVE LICENSE AGREEMENT

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Form of Stock Purchase Warrant Issued in 2011 Summer Offering

Exhibit 10.3 FORM OF STOCK PURCHASE WARRANT THIS WARRANT AND ANY SHARES ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION OF ANY SHARES ISSUED UPON EXERCISE HEREOF MAY BE AFFECTED WITHOUT AN EFFECT

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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Form of 10% Convertible Note Issued in 2011 Summer Offering

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Form of Stock Purchase Warrant issued in 2011 Spring Offering

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Form of 10% Convertible Note Issued in 2011 Spring Offering

Exhibit 10.2 FORM OF CONVERTIBLE NOTE THE SECURITIES EVIDENCED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, ?SECURITIES LAWS?) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2011 Save The World Air, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-29185 52-2088326 (State or other jurisdiction of incorporation) (Commission File Numb

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary proxy statement o Confidential, For use of the Commission only (as permitted by Rule 14a-6(e)(2)) x Definitive proxy statement o Definitive additional materials o Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 SAVE THE WORLD AIR, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

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SAVE THE WORLD AIR, INC. (the “Company”) NOTICE (“Notice”) OF STOCK OPTION GRANT

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Amendment to Employment Agreement with Cecil Kyte

EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (the ?Amendment?) is made and entered into by and between Save The World Air, Inc. (the ?Company?) and Cecil Bond Kyte (?Executive?), effective as of January 30, 2011 (the ?Amendment Effective Date?), with reference to the following: RECITALS A. Effective as of January 30, 2009, the Company and Executive entered

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