##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-QSB
 
 (AMENDMENT
NO 1)
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED JUNE 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




---



##### 



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




---



##### 



Consolidated Balance Sheet
June 30, 2005
 ASSETSCURRENT ASSETSCash
    
    $
    2,859,929Accounts receivable
    
    
    15,284Due from related parties
    
    
    26,369Other receivables
    
    
    275,468Inventory
    
    
    105,970Prepaid expenses and deposits
    
    
    244,083Total current assets
    
    
    3,527,103FURNITURE AND EQUIPMENTOffice furniture equipment
    
    
    159,929Fuel and test equipment
    
    
    172,598332,527Less accumulated depreciation
    
    
    (101,436
    )231,091TOTAL ASSETS
    
    $
    3,758,194LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    593,279Accrued expenses
    
    
    952,834Due to related party
    
    
    242,285Deferred grants
    
    
    290,109Other current liabilities
    
    
    7,709Total current liabilities
    
    
    2,086,216Long Term Liabilities
    
    
    5,063TOTAL LIABILITIES
    
    
    2,091,279STOCKHOLDERS 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; 31,954,251 issued and outstanding.
    
    
    3,195Common stock subscribed; 4,712,553 shares at June 30, 2005
    
    
    3,037,730Additional paid-in capital
    
    
    20,555,892Accumulated other comprehensive income
    
    
    4,178Deficit accumulated during the development stage
    
    
    (21,934,235
    )Total stockholders equity
    
    
    1,666,915TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    3,758,194




---



##### 



Consolidated Statements of Operations
 October 14, 2000(inception)Six months ended June 30,
    
    
    Three months ended June 30,
    
    
    through2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    June 30, 2005Revenue
    
    $
    58,036
    
    
    $
    104,584
    
    
    $
    42,792
    
    
    $
    84,522
    
    
    $
    211,354Expenses:Cost of goods sold
    
    
    36,095
    
    
    
    76,276
    
    
    
    26,594
    
    
    
    59,458
    
    
    
    141,758Selling and marketing
    
    
    802,294
    
    
    
    946,461
    
    
    
    368,084
    
    
    
    511,952
    
    
    
    5,443,880Product testing and government grants, net
    
    
    291,831
    
    
    
    120,211
    
    
    
    131,107
    
    
    
    42,026
    
    
    
    1,226,510General and administrative
    
    
    2,226,809
    
    
    
    2,636,603
    
    
    
    1,132,893
    
    
    
    1,394,224
    
    
    
    15,903,866Total operating expense
    
    
    3,357,029
    
    
    
    3,779,551
    
    
    
    1,658,678
    
    
    
    2,007,660
    
    
    
    22,716,014Operating loss
    
    
    (3,298,993
    )
    
    
    (3,674,967
    )
    
    
    (1,615,886
    )
    
    
    (1,923,138
    )
    
    
    (22,504,660
    )Other income (expense):Interest expense
    
    
    (13,387
    )
    
    
    (3,849
    )
    
    
    (7,089
    )
    
    
    (1,704
    )
    
    
    (117,066
    )Interest income
    
    
    3,348
    
    
    
    9,722
    
    
    
    410
    
    
    
    8,745
    
    
    
    39,825Foreign currency gain (loss), net
    
    
    
    
    
    
    (26,661
    )
    
    
    
    
    
    
    (20,726
    )
    
    
    152,660Other income, net
    
    
    917
    
    
    
    82,020
    
    
    
    1,371
    
    
    
    82,020
    
    
    
    349,364Total other income (expense)
    
    
    (9,122
    )
    
    
    61,232
    
    
    
    (5,308
    )
    
    
    68,335
    
    
    
    424,783Loss before provision (benefit) for income taxes
    
    
    (3,308,115
    )
    
    
    (3,613,735
    )
    
    
    (1,621,194
    )
    
    
    (1,854,803
    )
    
    
    (22,079,877
    )Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (145,642
    )Net loss
    
    $
    (3,308,115
    )
    
    $
    (3,613,735
    )
    
    $
    (1,621,194
    )
    
    $
    (1,854,803
    )
    
    $
    (21,934,235
    )Net loss per share (basic and diluted)
    
    $
    (0.11
    )
    
    $
    (0.12
    )
    
    $
    (0.05
    )
    
    $
    (0.07
    )
    
    $
    (1.35
    )Weighted average shares of common shares
outstanding
    
    
    29,546,570
    
    
    
    28,985,594
    
    
    
    29,546,570
    
    
    
    28,525,072
    
    
    
    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
recapitalization29,546,570
    
    
    
    28,985,594
    
    
    
    29,546,570
    
    
    
    28,525,072
    
    
    
    16,211,736




---



##### 



Statement of Changes in Stockholders (Deficit) Equity
October 14, 2000 (Inception) through June 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 loss:Common 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 loss:Common 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 loss:Common 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 loss:Common 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 loss:Common stock issued at $.70 per share
on various dates in 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,803,428
    
    
    
    280
    
    
    
    1,795,748Subscriptions for 4,712,553 shares of
common stock at $.70 per share on
various dates during 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,037,730
    
    
    
    Balance at June 30, 2005
    
    
    1,550,000
    
    
    $
    155
    
    
    
    31,954,251
    
    
    $
    3,195
    
    
    $
    3,037,730
    
    
    $
    20,555,892




---



##### 



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
    )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
    
    
    
    
    
    
    
    
    
    
    (3,308,115
    )
    
    
    (3,308,115
    )Foreign currency translation adjustment
    
    
    
    
    
    
    496
    
    
    
    
    
    
    
    496Comprehensive loss:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,307,619
    )Common stock issued at $.70 per share
on various dates in 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,796,028Subscriptions for 4,712,553 shares of
common stock at $.70 per share on
various dates during 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,037,730Balance at June 30, 2005
    
    
    
    
    
    $
    4,178
    
    
    $
    (21,934,235
    )
    
    $
    1,666,915




---



##### 



Consolidated Statements of Cash Flows
 October 14, 2000Six Months Ended June 30,
    
    
    (inception) through2005
    
    
    2004
    
    
    June 30, 2005Cash
flows from operating activitiesNet loss
    
    $
    (3,308,115
    )
    
    $
    (3,613,735
    )
    
    $
    (21,934,235
    )Adjustments
to reconcile loss to net cash used in operating activities:Depreciation
    
    
    33,083
    
    
    
    23,113
    
    
    
    157,163Amortization
    
    
    
    
    
    
    
    
    
    
    7,786Write off of patent
    
    
    
    
    
    
    
    
    
    
    337,329Common stock issued for consulting services
    
    
    
    
    
    
    
    
    
    
    45,000Write off of equipment
    
    
    
    
    
    
    
    
    
    
    1,538Changes in
operating assets and liabilities:Accounts receivable
    
    
    860
    
    
    
    (37,774
    )
    
    
    (15,284
    )Due from/(to) related parties
    
    
    79,417
    
    
    
    (2,500
    )
    
    
    215,916Other receivables
    
    
    (134,298
    )
    
    
    221,352
    
    
    
    (275,468
    )Inventory, prepaid expenses and other current assets
    
    
    (49,389
    )
    
    
    (103,410
    )
    
    
    (350,053
    )Accounts payable
    
    
    3,533
    
    
    
    149,480
    
    
    
    593,279Accrued expenses
    
    
    175,521
    
    
    
    81,961
    
    
    
    952,834Deferred grants
    
    
    152,067
    
    
    
    23,061
    
    
    
    290,109Other current liabilities
    
    
    (87,612
    )
    
    
    (13,854
    )
    
    
    (3,449
    )Cash flows used in operating activities
    
    
    (3,134,933
    )
    
    
    (3,272,306
    )
    
    
    (19,977,535
    )Cash flows from investing activitiesRestricted cash
    
    
    
    
    
    
    750,000
    
    
    
    Purchase of furniture and equipment
    
    
    (5,759
    )
    
    
    (121,417
    )
    
    
    (389,792
    )Purchase of Patent
    
    
    
    
    
    
    
    
    
    
    (345,115
    )Cash flows (used in) provided by investing activities
    
    
    (5,759
    )
    
    
    628,583
    
    
    
    (734,907
    )Cash flows from financing activitiesNet proceeds from private placement
    
    
    3,037,730
    
    
    
    583,523
    
    
    
    5,953,757Net proceeds from issuance of preferred stock
    
    
    
    
    
    
    5,484,083
    
    
    
    5,478,764Net proceeds from issuance of common stock
    
    
    1,796,028
    
    
    
    
    
    
    
    12,119,451(Repayments) / borrowings of bank debt
    
    
    (5,883
    )
    
    
    
    
    
    
    16,221Cash flows provided by financing activities
    
    
    4,827,875
    
    
    
    6,067,606
    
    
    
    23,568,193Effect of exchange rate changes on cash
    
    
    496
    
    
    
    12,771
    
    
    
    4,178Net (decrease) increase in cash
    
    
    1,687,679
    
    
    
    3,436,654
    
    
    
    2,859,929Cash at beginning of period
    
    
    1,172,250
    
    
    
    1,084,876
    
    
    
    Cash at end of period
    
    $
    2,859,929
    
    
    $
    4,521,530
    
    
    $
    2,859,929
 Cash paid for interest
    
    $
    2,397
    
    
    $
    3,849
    
    
    $
    100,975Cash paid for income taxes
    
    None
    
    None
    
    None




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F -6




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F -7




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Office furniture and equipment:
    
    3 to 5 yearsFuel and test equipment:
    
    5 years
      F -8




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F-9




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F -10




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F -11




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Other Receivables
    
    June 30, 2005ITC Appropriation
    
    $
    198,852NREL Appropriation
    
    
    44,666Kansas Corn Commission
    
    
    12,500Reimbursement due from Long Beach Container
    
    
    16,165Reimbursement due from Cognis
    
    
    3,285$
    275,468
  
 Accrued Liabilities
    
    June 30, 2005Legal and professional
    
    $
    576,210Investor
Relations*
    
    
    167,021Other
    
    
    209,613$
    952,843
 
 
  
 F -12




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Income taxesNet operating loss carryforwards
    
    $
    5,679,000Deferred revenue
    
    
    148,000Accrued expenses
    
    
    122,000Total deferred tax assets
    
    
    5,949,000Valuation allowance
    
    
    (5,949,000
    )Net deferred tax assets
    
    $
    
      F -13




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F -14




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Operating Leases2005
    
    
    
    39,6432006
    
    
    
    81,5302007
    
    
    
    83,7752008
    
    
    
    78,680Total
    
    $
    283,628
    F -15




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F -16




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1




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2




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
    
    Current and projected quantity of diesel fuel consumption;
    
    High-population centers under strict air quality regulations;
    
    Large concentrations of urban-based, centrally fueled fleets of trucks and buses;
    
    Off-road construction equipment;
    
    Diesel equipment used by port facilities and large-scale mining operations; and
    
    Marketing opportunities centered on public policy and a positive environmental image (CityHome Programs).
    3




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4




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5




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6




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7




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8




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1.
    
    Elect four (4) persons as directors of the Company to serve in two
classes (Class A, and Class C) having staggering terms of three (3) years, or until
their respective successors shall have been duly elected and qualified;
 a)
    
    Mr. Arthur E. Meyer, Mr. Hendrik Rethwilm and Mr. Karim
Jobanputra were elected as Class A directors to hold office until the
2008 annual meeting of stockholders.b)
    
    Mr. Holt Williams was elected as a Class C director to
hold office until the 2007 annual meeting of stockholders.
 Votes Cast
    
    Meyer
    
    
    Rethwilm
    
    
    Jobanputra
    
    
    WilliamsFor
    
    
    11,216,439
    
    
    
    11,205,839
    
    
    
    11,296,351
    
    
    
    11,306,951Withheld
    
    
    90,512
    
    
    
    101,112
    
    
    
    10,600Abstain
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    1,000Not VotedTotal
    
    
    11,307,951
    
    
    
    11,307,951
    
    
    
    11,307,951
    
    
    
    11,307,951
 2.
    
    Approve the issuance of shares of common stock and a private
placement sale to accredited investors to the extent that such issuance would
require shareholder approval under the rules of the AMEX.
 IssuanceVotes Cast
    
    of SharesFor
    
    
    11,301,721Withheld
    
    
    5,430Abstain
    
    
    800Not VotedTotal
    
    
    11,307,951
 9




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3.
    
    Approve an amendment of the Companys 2004 Stock Incentive Plan to
increase the number of shares authorized under the O2Diesel 2004 Stock Incentive
Plan; and
 StockVotes Cast
    
    PlanFor
    
    
    11,306,951Withheld
    
    
    1,000Abstain
    
    
    Not VotedTotal
    
    
    11,307,951
 4.
    
    Ratify the appointment of Ernst & Young LLP to serve as the
Companys independent auditors for the fiscal year ending December 31, 2005.
 E&YVotes Cast
    
    Auditor (3)For
    
    
    11,188,604Withheld
    
    
    118,117Abstain
    
    
    1,230Not VotedTotal
    
    
    11,307,951
     Exhibit No.
    
    Description10.1
    
    Form of Subscription Agreement for $3.0 million Private Placement as entered into by and
between the Company and each individual investor. (1)10.2
    
    Employment Agreement by and between the Company and Richard Roger. (2)31.1
    
    Certification of the Chief Executive Officer and acting 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 (3)32.1
    
    Certification of the Chief
Executive Officer and Acting Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)(1)
    
    Previously filed as an exhibit to the Companys current report on Form 8-K on June 16, 2005,
and incorporated herein by reference.(2)
    
    Previously filed as an exhibit to the Companys current report on Form 8-K on August 3, 2005,
and incorporated herein by reference.(3)
    
    Filed herewith.
 10




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O2DIESEL CORPORATION
(Registrant)Date: August 15, 2005
    By:
    /s/ Alan RaeAlan RaeChief Executive Officer and Acting Chief Financial Officer
(Principal Executive and Financial Officer) 11