##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM
10-QSB/A
 
 (AMENDMENT
NO. 2)
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from to 
to
 Commission
File Number: 001-32228
 O2DIESEL CORPORATION
  Delaware
    
    91-2023525(State or Other
    
    (IRS EmployerJurisdiction of Incorporation)
    
    Identification No.)
 
 
   o þ
  o þ
  o o
 
 
 o þ




---



##### 



Item 1.    Financial Statements
    
    
    F-1Item 2.    Managements Discussion and Analysis or Plan of Operation
    
    
    1Item 3.     Controls and Procedures
    
    
    9PART IIItem 1.     Legal Proceedings
    
    
    9Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    9Item 3.     Defaults Upon Senior Securities
    
    
    10Item 4.     Submission of Matters to a Vote of Security Holders
    
    
    10Item 5.     Other Information
    
    
    10Item 6.    Exhibits and Reports on Forms 8-K
    
    
    11Signatures
    
    
    11




---



##### 



Consolidated Balance Sheet
September 30, 2005
 ASSETSCURRENT ASSETSCash
    
    $
    1,395,184Restricted
cash
    
    
    2,300,000Accounts receivable
    
    
    7,250Due from related parties
    
    
    33,369Other receivables
    
    
    170,098Inventory
    
    
    84,344Prepaid expenses, deferred charges and deposits
    
    
    465,287Total current assets
    
    
    4,455,532FURNITURE AND EQUIPMENTOffice furniture equipment
    
    
    168,758Fuel and test equipment
    
    
    172,598341,356Less accumulated depreciation
    
    
    (120,474
    )220,882TOTAL ASSETS
    
    $
    4,676,414LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    683,791Accrued expenses
    
    
    772,954Due to related party
    
    
    301,051Deferred grants
    
    
    299,985Other current liabilities
    
    
    140,028Total current liabilities
    
    
    2,197,809Long Term Liabilities
    
    
    2,043TOTAL LIABILITIES
    
    
    2,199,852STOCKHOLDERS EQUITYPreferred stock: par value of $0.0001; 20,000,000 shares
authorized; 1,550,000 issued and outstanding
    
    
    155Common stock: par value of $0.0001; 100,000,000 shares
authorized; 36,686,804 issued and outstanding
    
    
    3,669Common stock subscribed; 3,228,070 shares at
September 30, 2005
    
    
    2,300,000Additional paid-in capital
    
    
    23,807,582Accumulated other comprehensive income
    
    
    3,945Deficit accumulated during the development stage
    
    
    (23,638,789
    )Total
stockholders equity
    
    
    2,476,562TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    4,676,414
  F1




---



##### 



Consolidated Statements of Operations
 October 14, 2000(inception)Nine months ended September 30,
    
    
    Three months ended September 30,
    
    
    through2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    September 30, 2005Revenue
    
    $
    119,664
    
    
    $
    126,615
    
    
    $
    61,628
    
    
    
    22,031
    
    
    $
    259,319Expenses:Cost of goods sold
    
    
    64,250
    
    
    
    92,306
    
    
    
    28,155
    
    
    
    16,030
    
    
    
    169,913Selling and marketing
    
    
    1,159,129
    
    
    
    1,446,282
    
    
    
    356,835
    
    
    
    499,821
    
    
    
    5,800,715Product testing and government grants, net
    
    
    353,328
    
    
    
    211,489
    
    
    
    61,497
    
    
    
    91,278
    
    
    
    1,288,007General and administrative
    
    
    3,543,224
    
    
    
    3,742,484
    
    
    
    1,316,415
    
    
    
    1,105,882
    
    
    
    17,206,618Total operating expense
    
    
    5,119,931
    
    
    
    5,492,561
    
    
    
    1,762,902
    
    
    
    1,713,011
    
    
    
    24,465,253Operating loss
    
    
    (5,000,267
    )
    
    
    (5,365,946
    )
    
    
    (1,701,274
    )
    
    
    (1,690,980
    )
    
    
    (24,205,934
    )Other income (expense):Interest expense
    
    
    (20,140
    )
    
    
    (8,698
    )
    
    
    (6,753
    )
    
    
    (4,846
    )
    
    
    (123,819
    )Interest income
    
    
    9,873
    
    
    
    17,128
    
    
    
    6,525
    
    
    
    7,409
    
    
    
    46,350Foreign currency gain (loss), net
    
    
    (2,237
    )
    
    
    (8,394
    )
    
    
    (2,237
    )
    
    
    18,266
    
    
    
    150,423Other income, net
    
    
    102
    
    
    
    82,464
    
    
    
    (815
    )
    
    
    443
    
    
    
    348,549Total other income (expense)
    
    
    (12,402
    )
    
    
    82,500
    
    
    
    (3,280
    )
    
    
    21,272
    
    
    
    421,503Loss before provision (benefit) for
income taxes
    
    
    (5,012,669
    )
    
    
    (5,283,446
    )
    
    
    (1,704,554
    )
    
    
    (1,669,708
    )
    
    
    (23,784,431
    )Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (145,642
    )Net loss
    
    
    (5,012,669
    )
    
    
    (5,283,446
    )
    
    
    (1,704,554
    )
    
    
    (1,669,708
    )
    
    
    (23,638,789
    )Deemed
dividend to preferred
stockholders
    
    
    98,131
    
    
    
    
    
    
    
    98,131
    
    
    
    
    
    
    
    98,131Net loss allocable to common
stockholders
    
    $
    (5,110,800
    )
    
    $
    (5,283,446
    )
    
    $
    (1,802,685
    )
    
    $
    (1,669,708
    )
    
    $
    (23,736,920
    )Net loss per common share (basic and
diluted)
    
    $
    (0.15
    )
    
    $
    (0.18
    )
    
    $
    (0.05
    )
    
    $
    (0.06
    )
    
    $
    (1.46
    )Weighted average shares of common
shares outstanding
    
    
    33,174,113
    
    
    
    28,996,722
    
    
    
    35,691,932
    
    
    
    29,106,156
    
    
    
    54,292,816Recapitalization resulting from the AAE
Technologies International PLC acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38,081,080
    )Weighted average shares of common
shares outstanding  giving effect to the
recapitalization
    
    
    33,174,113
    
    
    
    28,996,722
    
    
    
    35,691,932
    
    
    
    29,106,156
    
    
    
    16,211,736
  F2




---



##### 



Statement of Changes in Stockholders (Deficit) Equity
October 14, 2000 (Inception) through September 30, 2005
 Common
    
    AdditionalPreferred Stock
    
    Common Stock
    
    Stock
    
    Paid - InShares
    
    Amount
    
    Shares
    
    Amount
    
    Subscribed
    
    CapitalBalance at October 14, 2000 (Inception)Common stock issued in exchange for interest in wholly owned subsidiaries
    
    
    
    
    
    
    
    
    
    
    43,008,772
    
    
    $
    430,088
    
    
    $
    
    
    
    $
    3,603,415Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive lossCommon stock issued on various dates during 2001
    
    
    
    
    
    
    
    
    
    
    24,181,038
    
    
    
    241,810
    
    
    
    
    
    
    
    1,268,031Balance at December 31, 2001
    
    
    
    
    
    
    
    
    
    
    67,189,810
    
    
    
    671,898
    
    
    
    
    
    
    
    4,871,446Net lossForeign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive lossCommon stock issued at $0.225 per share on various dates during 2002
    
    
    
    
    
    
    
    
    
    
    703,282
    
    
    
    7,033
    
    
    
    
    
    
    
    515,657Balance at December 31, 2002
    
    
    
    
    
    
    
    
    
    
    67,893,092
    
    
    
    678,931
    
    
    
    
    
    
    
    5,387,103Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive lossCommon stock issued on various dates during 2003
    
    
    
    
    
    
    
    
    
    
    555,556
    
    
    
    5,556
    
    
    
    
    
    
    
    119,444Common stock issued for consulting services
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    2,000
    
    
    
    
    
    
    
    43,000Common stock issued for remaining interest in subsidiaries on July 15, 2003
    
    
    
    
    
    
    
    
    
    
    4,356,200
    
    
    
    43,562
    
    
    
    
    
    
    
    46,323Common stock issued upon exercise of stock options
on various dates during 2003
    
    
    
    
    
    
    
    
    
    
    8,670,881
    
    
    
    86,709
    
    
    
    
    
    
    
    1,131,595Recapitalization resulting from AAE acquisition on July 15, 2003
    
    
    
    
    
    
    
    
    
    
    (56,928,690
    )
    
    
    (814,283
    )
    
    
    
    
    
    
    814,283Common stock issued at $1.50 per share on various dates during 2003
    
    
    
    
    
    
    
    
    
    
    3,333,333
    
    
    
    333
    
    
    
    
    
    
    
    4,999,667Expenses related to 2003 issuance of common stock and recapitalization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (795,650
    )Subscriptions for 754,900 shares of common stock at $1.50 per share on various dates during 2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,132,350
    
    
    
    Balance at December 31, 2003
    
    
    
    
    
    
    
    
    
    
    28,080,372
    
    
    
    2,808
    
    
    
    1,132,350
    
    
    
    11,745,765Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive lossCommon stock issued at $1.50 per share on various dates in 2004
    
    
    
    
    
    
    
    
    
    
    1,070,451
    
    
    
    107
    
    
    
    (1,132,350
    )
    
    
    1,535,770Preferred stock issued on various dates during 2004
    
    
    1,550,000
    
    
    
    155
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,478,609Balance at December 31, 2004
    
    
    1,550,000
    
    
    
    155
    
    
    
    29,150,823
    
    
    
    2,915
    
    
    
    
    
    
    
    18,760,144Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive lossCommon stock
issued at $0.70 per share on various dates in 2005
    
    
    
    
    
    
    
    
    
    
    7,535,981
    
    
    
    754
    
    
    
    
    
    
    
    5,047,438Subscriptions for 3,228,070 shares of common stock at $0.7125 per share on various dates during 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,300,000
    
    
    
    Balance at September 30, 2005
    
    
    1,550,000
    
    
    $
    155
    
    
    
    36,686,804
    
    
    $
    3,669
    
    
    $
    2,300,000
    
    
    $
    23,807,582




---



##### 



Statement of Changes in Stockholders (Deficit) Equity
October 14, 2000 (Inception) through September 30, 2005
 DeficitCommon
    
    Accumulated
    
    Accumulated
    
    TotalStock
    
    Other
    
    During the
    
    StockholdersSubscriptions
    
    Comprehensive
    
    Development
    
    EquityReceivable
    
    Income (Loss)
    
    Stage
    
    (Deficit)Balance at October 14, 2000 (Inception)Common stock issued in exchange for interest in wholly
owned subsidiaries
    
    $
    
    
    
    $
    
    
    
    $
    (4,138,684
    )
    
    $
    (105,181
    )Net loss
    
    
    
    
    
    
    
    
    
    
    (1,406,709
    )
    
    
    (1,406,709
    )Foreign currency translation adjustment
    
    
    
    
    
    
    (4,476
    )
    
    
    
    
    
    
    (4,476
    )Comprehensive Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,411,185
    )Common stock issued on various dates during 2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,509,841Balance at December 31, 2001
    
    
    
    
    
    
    (4,476
    )
    
    
    (5,545,393
    )
    
    
    (6,525
    )Net loss
    
    
    
    
    
    
    
    
    
    
    (1,712,803
    )
    
    
    (1,712,803
    )Foreign currency translation adjustment
    
    
    
    
    
    
    (74,085
    )
    
    
    
    
    
    
    (74,085
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,786,888
    )Common stock issued at $0.225 per share on various
dates during 2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    522,690Balance at December 31, 2002
    
    
    
    
    
    
    (78,561
    )
    
    
    (7,258,196
    )
    
    
    (1,270,723
    )Net loss
    
    
    
    
    
    
    
    
    
    
    (4,230,296
    )
    
    
    (4,230,296
    )Foreign currency translation adjustment
    
    
    
    
    
    
    179,689
    
    
    
    
    
    
    
    179,689Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,050,607
    )Common stock issued on various dates during 2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,000Common stock issued for consulting services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,000Common stock issued for remaining interest in
subsidiaries on July 15, 2003
    
    
    
    
    
    
    
    
    
    
    (409,614
    )
    
    
    (319,729
    )Common stock issued upon exercise of stock options on
various dates during 2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,218,304Recapitalization resulting from AAE acquisition on July
15, 2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock issued at $1.50 per share on various
dates during 2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000,000Expenses related to 2003 issuance of common stock and
recapitalization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (795,650
    )Subscriptions for 754,900 shares of common stock at
$1.50 per share on various dates during 2003
    
    
    (180,000
    )
    
    
    
    
    
    
    
    
    
    
    952,350Balance at December 31, 2003
    
    
    (180,000
    )
    
    
    101,128
    
    
    
    (11,898,106
    )
    
    
    903,945Net loss
    
    
    
    
    
    
    
    
    
    
    (6,728,014
    )
    
    
    (6,728,014
    )Foreign currency translation adjustment
    
    
    
    
    
    
    (97,446
    )
    
    
    
    
    
    
    (97,446
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,825,460
    )Common stock issued at $1.50 per share on various
dates in 2004
    
    
    180,000
    
    
    
    
    
    
    
    
    
    
    
    583,527Preferred stock issued on various dates during 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,478,764Balance at December 31, 2004
    
    
    
    
    
    
    3,682
    
    
    
    (18,626,120
    )
    
    
    140,776Net loss
    
    
    
    
    
    
    
    
    
    
    (5,012,669
    )
    
    
    (5,012,669
    )Foreign currency translation adjustment
    
    
    
    
    
    
    263
    
    
    
    
    
    
    
    263Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,012,406
    )Common stock
issued at $0.70 per share on various dates
in 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,048,192Subscriptions for 3,228,070 shares of common stock at
$0.7125 per share on various dates during 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,300,000Balance at September 30, 2005
    
    
    
    
    
    $
    3,945
    
    
    $
    (23,638,789
    )
    
    $
    2,476,562
  F4




---



##### 



Consolidated Statements of Cash Flows
 October 14, 2000Nine Months Ended September 30,
    
    Three Months Ended September 30,
    
    (inception) through2005
    
    2004
    
    2005
    
    2004
    
    September 30, 2005Cash flows from operating activitesNet loss
    
    $
    (5,012,669
    )
    
    $
    (5,283,446
    )
    
    $
    (1,704,554
    )
    
    $
    (1,669,708
    )
    
    $
    (23,638,789
    )Adjustments to reconcile loss to net cash used in operating activites:Depreciation
    
    
    52,121
    
    
    
    36,646
    
    
    
    19,038
    
    
    
    13,533
    
    
    
    176,201Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,786Write off of patent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    337,329Common stock
and warrants issued for consulting services
    
    
    135,000
    
    
    
    
    
    
    
    135,000
    
    
    
    
    
    
    
    180,000Write off of equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,538Changes in
operating assets and liabilities:Accounts receivable
    
    
    8,894
    
    
    
    (16,850
    )
    
    
    8,034
    
    
    
    20,924
    
    
    
    (7,250
    )Due from/(to) related parties
    
    
    131,183
    
    
    
    10,747
    
    
    
    51,766
    
    
    
    42,889
    
    
    
    267,682Other receivables
    
    
    (28,928
    )
    
    
    204,516
    
    
    
    105,370
    
    
    
    (16,836
    )
    
    
    (170,098
    )Inventory, prepaid expenses and other current assets
    
    
    (168,967
    )
    
    
    (97,444
    )
    
    
    (119,578
    )
    
    
    5,966
    
    
    
    (469,631
    )Accounts payable
    
    
    94,045
    
    
    
    (128,507
    )
    
    
    90,512
    
    
    
    (277,987
    )
    
    
    683,791Accrued expenses
    
    
    (4,359
    )
    
    
    143,311
    
    
    
    (179,880
    )
    
    
    61,350
    
    
    
    772,954Deferred grants
    
    
    161,943
    
    
    
    80,641
    
    
    
    9,876
    
    
    
    57,580
    
    
    
    299,985Other current liabilities
    
    
    44,707
    
    
    
    18,843
    
    
    
    132,319
    
    
    
    3,055
    
    
    
    128,870Cash flows used in operating activities
    
    
    (4,587,030
    )
    
    
    (5,031,543
    )
    
    
    (1,452,097
    )
    
    
    (1,759,234
    )
    
    
    (21,429,632
    )Cash flows from investing activitiesRestricted cash
    
    
    (2,300,000
    )
    
    
    750,000
    
    
    
    (2,300,000
    )
    
    
    
    
    
    
    (2,300,000
    )Purchase of furniture and equipment
    
    
    (14,588
    )
    
    
    (131,343
    )
    
    
    (8,829
    )
    
    
    (9,926
    )
    
    
    (398,621
    )Purchase of Patent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (345,115
    )Cash flows (used in) provided by investing activities
    
    
    (2,314,588
    )
    
    
    618,657
    
    
    
    (2,308,829
    )
    
    
    (9,926
    )
    
    
    (3,043,736
    )Cash flows from financing activitiesNet proceeds from issuance of preferred stock
    
    
    
    
    
    
    5,484,083
    
    
    
    
    
    
    
    
    
    
    
    5,478,764Net proceeds from issuance of common stock
    
    
    7,133,192
    
    
    
    583,523
    
    
    
    2,299,434
    
    
    
    
    
    
    
    20,372,642(Repayments) / borrowings of bank debt
    
    
    (8,903
    )
    
    
    
    
    
    
    (3,020
    )
    
    
    
    
    
    
    13,201Cash flows provided by financing activities
    
    
    7,124,289
    
    
    
    6,067,606
    
    
    
    2,296,414
    
    
    
    
    
    
    
    25,864,607Effect of exchange rate changes on cash
    
    
    263
    
    
    
    (4,336
    )
    
    
    (233
    )
    
    
    (17,110
    )
    
    
    3,945Net
increase (decrease)  in cash
    
    
    222,934
    
    
    
    1,650,384
    
    
    
    (1,464,745
    )
    
    
    (1,786,270
    )
    
    
    1,395,184Cash at beginning of period
    
    
    1,172,250
    
    
    
    1,084,876
    
    
    
    2,859,929
    
    
    
    4,521,530
    
    
    
    Cash at end of period
    
    $
    1,395,184
    
    
    $
    2,735,260
    
    
    $
    1,395,184
    
    
    $
    2,735,260
    
    
    $
    1,395,184Cash paid for interest
    
    $
    6,337
    
    
    $
    8,698
    
    
    $
    2,062
    
    
    $
    4,846
    
    
    $
    103,037Cash paid for income taxes
    
    None
    
    None
    
    None
    
    None
    
    None
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September 30, 2005Other ReceivablesITC Appropriation
    
    $
    99,037NREL Appropriation
    
    
    33,266Lincolnway Energy, LLC
    
    
    21,000PMC Marketing Group
    
    
    6,000Reimbursement due from Cognis
    
    
    10,795$
    170,098
  September 30, 2005Accrued LiabilitiesLegal and professional
    
    $
    548,855Investor
Relations*
    
    
    147,021Other
    
    
    77,078$
    772,954
 
  
       Income taxesNet operating loss carryforwards
    
    $
    6,352,866Deferred revenue
    
    
    99,508Accrued expenses
    
    
    39,983Total deferred tax assets
    
    
    6,492,357Valuation allowance
    
    
    (6,492,357
    )Net deferred tax assets
    
    $
    
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st st
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Common shares outstanding and subscribed
    
    
    36,686,804Common stock subscribed
    
    
    3,228,070Options to directors, employees and consultants
    
    
    7,850,000Restricted stock to employees and advisors
    
    
    600,000If converted preferred stock
    
    
    15,500,000Warrants
    
    
    9,059,745Total shares issued and outstanding and reserved for future issuance
    
    
    72,924,619














Operating Leases
    
    
    2005
    
    
    
    6,6072006
    
    
    
    81,5302007
    
    
    
    83,7752008
    
    
    
    78,680Total
    
    $
    250,592


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Ø
    
    Current and projected quantity of diesel fuel consumption;Ø
    
    High-population centers under strict air quality regulations;Ø
    
    Large concentrations of urban-based, centrally fueled fleets of trucks and buses;Ø
    
    Off-road construction equipment;Ø
    
    Diesel equipment used by port facilities and large-scale mining operations; andØ
    
    Marketing opportunities centered on public policy and a positive environmental image (CityHome Programs).
      4




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TM TM
 
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Exhibit No.
    
    Description10.1
    
    Employment Agreement by and between the Company and Richard Roger. (1)10.2
    
    Common Stock and Warrant Purchase Agreement. (2)10.3
    
    Form of Warrant for Purchaser. (2)10.4
    
    Employment Agreement by and between the Company and David Shipman. (3)10.5
    
    Form of Warrant for Advisors (4)31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)
or Rule 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (5)31.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (5)32.1
    
    Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (5)(1)
    
    Previously filed as an exhibit to the Companys current report on Form 8-K on August 3, 2005,
and incorporated herein by reference.(2)
    
    Previously filed as an exhibit to the Companys current report on Form 8-K on October 4,
2005, and incorporated herein by reference.(3)
    
    Previously filed as an exhibit to the Companys current report on Form 8-K on October 5,
2005, and incorporated herein by reference.(4)
    
    Previously filed as an exhibit to the Companys current report on Form 8-K on October 28,
2005, and incorporated herein by reference.(5)
    
    Filed herewith.
   O2DIESEL CORPORATION(Registrant)Date: December 5, 2005
    
    By: /s/ Alan RaeAlan RaeChief Executive Officer(Principal Executive Officer)Date: December 5, 2005
    
    By: /s/ David H. ShipmanDavid H. ShipmanChief Financial Officer(Principal Financial Officer)
 11