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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-QSB/A
 (AMENDMENT NO. 1)
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    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004
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    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: 000-32217
 O2DIESEL CORPORATION
  WASHINGTON
(State or Other
Jurisdiction of Incorporation)
    
    91-2023525
(IRS Employer
Identification No.)
 
 
 
 
 
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PAGEPART IIItem 6. Exhibits and Reports on Forms 8-K and 8-A
    
    
    1Signatures
    
    
    3




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3.1(1)
    
    Articles of Incorporation (previously filed)3.2(3)
    
    Articles of Amendment to change the Companys name to O2Diesel
Corporation (previously filed as Exhibit 1)3.3(1)
    
    Bylaws (previously filed)4.1(1)
    
    Specimen Stock Certificate (previously filed)4.2(1)
    
    Stock Subscription Agreement (previously filed)4.3(2)
    
    $100,000 Promissory Note (previously filed)10.1(1)
    
    License Agreement (previously filed)10.2(1)
    
    Assignment of License (previously filed)10.3(4)
    
    Support Agreement (previously filed as Exhibit 1)10.4(4)
    
    Indemnity Escrow Agreement (previously filed as Exhibit 2)10.5(4)
    
    Option and Escrow Agreement (previously filed as Exhibit 3)10.6(4)
    
    Contribution and Cancellation Agreement (previously filed as Exhibit 4)10.7(4)
    
    Waiver Agreement (previously filed as Exhibit 5)10.8(4)
    
    Loan Agreement (previously filed as Exhibit 6)10.9(4)
    
    Form of Convertible Note (previously filed as Exhibit 7)10.10(4)
    
    Form of Employment Agreement between O2Diesel and Alan Rae
(previously filed as Exhibit 8)10.11(4)
    
    Form of Employment Agreement between O2Diesel and David Koontz
(previously filed as Exhibit 9)10.12(4)(5)
    
    Cooperation agreement between Cognis and AAE (previously filed as
Exhibit 10)10.13(6)
    
    Form of Agreement to Amendment Loan Agreement and Convertible
Debenture (previously filed)10.14(7)
    
    Letter dated September 23, 2003 from the California Air Resources
Board (previously filed as Exhibit 10.13)10.15(7)
    
    Memorandum of Understanding between BASF Aktiengesellschaft and
O2Diesel Corporation dated August 18, 2003 (previously filed as Exhibit
10.14)10.16
    
    Supply and Distribution Agreement between the Company and
ALOBAYYA Corporation dated April 20, 2004 (filed herewith)
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16.1(8)
    
    Letter from Manning Elliot to the Securities and Exchange Commission
dated January 23, 2004 (previously filed)16.2(8)
    
    Letter from Cremin McCarthy & Company to the Securities and Exchange
Commission dated February 2, 2004 (previously filed)31.1
    
    Certification by Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities and Exchange Act of 1934, as amended
(previously filed)31.2
    
    Certification by Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities and Exchange Act of 1934, as amended
(previously filed)32.1
    
    Rule 13a-14(b) Certifications by Chief Executive Officer
and Chief Financial Officer pursuant to Rule 13a-14(b) the Securities
and Exchange Act of 1934, as amended (previously filed)99.1(9)
    
    Certificate of Designation of the Rights and Preferences of Series A
0% Convertible Preferred Stock of O2Diesel Corporation filed with the
Secretary of State of the State of Washington on March 2, 2004
(previously filed)99.2(9)
    
    Convertible Preferred Stock Purchase Agreement by and among O2Diesel
Corporation and the Purchaser named therein, dated as of March 3, 2004
(previously filed)99.3
    
    Certificate of Designation of the Rights and Preferences of
Series B 0% Convertible Preferred Stock of O2Diesel Corporation filed
with the Secretary of State of the State of Washington on March 12, 2004
(previously filed)99.4
    
    Convertible Preferred Stock Purchase Agreement by and among
O2Diesel Corporation and the Purchaser named therein, dated as March 29,
2004 (previously filed)(1)
    
    Previously filed as an exhibit to the Companys
registration statement on Form SB-2 on June 30, 2000, as amended
September 19, 2000, November 3, 2000 and December 22, 2000 and
incorporated herein by reference.(2)
    
    Previously filed as an exhibit to the Companys annual
report on Form 10-KSB on March 29, 2002 and incorporated herein by
reference.(3)
    
    Previously filed as an exhibit to the Companys current
report on Form 8-K on June 9, 2003 and incorporated herein by reference.(4)
    
    Previously filed as an exhibit to the Companys current
report on Form 8-K on July 30, 2003 and incorporated herein by
reference.(5)
    
    O2Diesel applied for, and was granted on February 25, 2004,
confidential treatment with respect to certain portions of this
Agreement, which have been omitted, pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.(6)
    
    Previously filed as an exhibit to the Companys quarterly
report on Form 10-QSB for the quarter ended June 30, 2003 on August 14,
2003 and incorporated herein by reference.
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(7)
    
    Previously filed as an exhibit to the Companys quarterly
report on Form 10-QSB for the quarter ended September 30, 2003 on
November 19, 2003 and incorporated herein by reference.(8)
    
    Previously filed as an exhibit to the Companys current
report on Form 8-K on February 6, 2004 and incorporated herein by
reference.(9)
    
    Previously filed as an exhibit to the Companys current
report on Form 8-K on March 12, 2004 and incorporated herein by
reference.(10)
    
    Previously filed as an exhibit to the Companys annual
report on Form 10-KSB on March 30, 2004 and incorporated herein by
reference.(11)
    
    Previously filed as an exhibit to the Companys annual
report on Form 10-KSB on March 30, 2004 and incorporated herein by
reference.
 (b)
    
    Reports on Forms 8-K and 8-A.O2Diesel filed the following current reports on Forms 8-K and 8-A during the
quarter ended June 30, 2004:Current report on Form 8-K filed on April 16, 2004, relating to the
appointment of Rick Roger to the Board of Directors.Current report on Form 8-A filed on June 23, 2004, relating to the
registration and listing of the companys common stock on the American Stock
Exchange.
   O2DIESEL CORPORATION
(Registrant)Date:   January __, 2006
    By:
    /s/ Alan RaeAlan RaeChief Executive Officer

   (Principal Executive Officer)Date:   January __, 2006
    By:
    /s/ David KoontzDavid KoontzChief Financial Officer
   (Principal Financial Officer) 3