**U.S. SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-QSB**

 

Quarterly Report Under

the            Securities Exchange Act of 1934

 

For            Quarter Ended: September 30, 2007

 

Commission File Number: 000-52742

 

**AMIWORLD, INC.**

(Exact name of small business issuer as specified in its            charter)

 

**Nevada**

(State or other jurisdiction

of incorporation)

             

**20-5928518**

(IRS Employer ID No.)

             

**60            E. 42nd Street, Suite 1225**

**New York, NY 10165** 

(Address of principal executive offices)

 

**(212) 557-0223**

(Issuer’s Telephone Number)

 

Check whether the issuer (1) filed all reports required to be filed by            Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months            (or for such shorter period that the registrant was required to file such reports), and            (2) has been subject to such filing requirements for the past 90 days: Yes            __X__ No ____.

 

The            number of shares of the registrant’s only class of common stock issued and            outstanding as of November 13, 2007, was 10,393,338 shares.

 

Indicate by check mark whether the registrant is a shell company (as            defined in Rule 12b-2 of the Exchange Act) ____ Yes            __X__ No

 

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**PART I.**

 

**ITEM            1. FINANCIAL STATEMENTS**

 

 

 

 

AMIWORLD, INC.

 

TABLE            OF CONTENTS

 

 

|   | Page No. |
|--------|----------|

 

 

FINANCIAL STATEMENTS

 

|   | Consolidated Balance Sheets | 1 |
|--------|-----------------------------|---|

|   | Consolidated Statements of Operations | 2 |
|--------|---------------------------------------|---|

|   | Consolidated Statements of Cash Flows | 3 |
|--------|---------------------------------------|---|

 

| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 4-6 |
|--------------------------------------------|-----|

 

 

 

 

 

 

 

 

 

 

 

 

2

 

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**AMIWORLD, INC.**

**(A            DEVELOPMENT STAGE COMPANY)**

**CONSOLIDATED BALANCE SHEET**

 

 

|                                                                                                   |   |   |   |   |   | **September 30th****2007** |       |
|--------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|----------------------------|------------|
|                                                                                                   |   |   |   |   |   | **(Unaudited)**            |       |
| **ASSETS**                                                                                             |   |   |   |
| **Current Assets**                                                                                     |   |   |   |   |   |                       |       |   |
| Cash                                                                                                   |   |   |   |   |   | $                          | 3,870,693  |   |
| Prepaid Expenses & Advance Payments                                                                |   |   |   |   |   |                       | 468,966    |   |
|                                                                                                   |   |   |   |   |   |                       | 4,339,659  |   |
| **Fixed Assets**                                                                                       |   |   |   |   |   |                       |       |   |
| Land & Buildings                                                                                   |   |   |   |   |   |                       | 1,511,458  |   |
| Machinery & Vehicles                                                                               |   |   |   |   |   |                       | 3,660,671  |   |
| Equipment & Furniture                                                                              |   |   |   |   |   |                       | 101,923    |   |
| Less: Accumulated Depreciation                                                                         |   |   |   |   |   |                       | (21,055    | ) |
|                                                                                                   |   |   |   |   |   |                       | 5,252,997  |   |
| **Other Assets**                                                                                       |   |   |   |   |   |                       |       |   |
| Capitalized construction costs                                                                         |   |   |   |   |   |                       | 530,235    |   |
| Deposits                                                                                               |   |   |   |   |   |                       | 3,150      |   |
|                                                                                                   |   |   |   |   |   |                       | 533,385    |   |
|                                                                                                   |   |   |   |   |   |                       |       |   |
| **TOTAL ASSETS**                                                                                       |   |   |   |   |   | $                          | 10,126,041 |   |
|                                                                                                   |   |   |   |   |   |                       |       |   |
| **LIABILITIES & EQUITY**                                                                           |   |   |   |
| **Current Liabilities**                                                                                |   |   |   |   |   |                       |       |   |
| Accounts payable and accrued expense                                                                   |   |   |   |   |   | $                          | 2,228,752  |   |
| Corporate taxes payable                                                                                |   |   |   |   |   |                       | 2,157      |   |
| Due to affiliated companies (net)                                                                      |   |   |   |   |   |                       | 3,172,312  |   |
|                                                                                                   |   |   |   |   |   |                       | 5,403,221  |   |
| **Minority Interests**                                                                                 |   |   |   |   |   |                       | 8,635      |   |
|                                                                                                   |   |   |   |   |   |                       |       |   |
| **Equity**                                                                                             |   |   |   |   |   |                       |       |   |
| Common Shares, $.001 par value

175,000,000 shares authorized

7,236,910 shares issued and outstanding |   |   |   |   |   |                       | 7,237      |   |
| Additional paid in capital                                                                             |   |   |   |   |   |                       | 7,185,663  |   |
| Accumulated other comprehensive income                                                                 |   |   |   |   |   |                       | 145,689    |   |
| Accumulated deficit (including $756,725 during the                            development stage)       |   |   |   |   |   |                       | (2,624,404 | ) |
|                                                                                                   |   |   |   |   |   |                       | 4,714,185  |   |
|                                                                                                   |   |   |   |   |   |                       |       |   |
| **TOTAL LIABILITIES & EQUITY**                                                                     |   |   |   |   |   | $                          | 10,126,041 |   |

 

1

 

3

 

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**AMIWORLD, INC.**

**(A            Development Stage Company)**

**CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE            INCOME**

 

 

|                                                                                     |   | **Three Months Ended** |      |   |   | **Nine Months Ended** |   |      |   | **(Inception Of Dev.** |   |
|------------------------------------------------------------------------------------------|--------|------------------------|-----------|--------|--------|-----------------------|--------|-----------|--------|------------------------|--------|
|                                                                                     |   | **September 30th**     |      |   |   | **September 30th**    |   |      |   | **Stage) To**          |   |
|                                                                                     |   | **2007**               |      |   |   | **2006**              |   |      |   | **2007**               |   |   |   | **2006** |   |   |   | **Sept. 30, 2007** |   |
|                                                                                     |   | **(Unaudited)**        |      |   |   | **(Unaudited)**       |   |      |   | **(Unaudited)**        |   |   |   | **(Unaudited)** |   |   |   | **(Unaudited)** |   |
| **Revenue**                                                                              |   |                   |      |   |   |                  |   |      |   |                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Oil Trading Commission                                                                   |   | $                      | 180,000   |   |   |                  | $      | —   |   |                   |   | $ | 180,000 |   |   |   | $ | — |   |   |   | $ | 180,000 |   |
| **General and Administrative Expenses**                                                  |   |                   |      |   |   |                  |   |      |   |                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Legal and professional                                                                   |   | $                      | 46,880    |   |   |                  | $      | 33,775    |   |                   |   | $ | 190,021 |   |   |   | $ | 118,825 |   |   |   | $ | 488,969 |   |
| Rents                                                                                    |   |                   | 23,154    |   |   |                  |   | 30,386    |   |                   |   |   | 73,025 |   |   |   |   | 71,381 |   |   |   |   | 265,168 |   |
| Wage expense                                                                             |   |                   | 8,830     |   |   |                  |   | 11,369    |   |                   |   |   | 40,345 |   |   |   |   | 29,980 |   |   |   |   | 128,827 |   |
| Advertising, marketing, and public relations                                             |   |                   | 6,354     |   |   |                  |   | —   |   |                   |   |   | 16,976 |   |   |   |   | — |   |   |   |   | 31,259 |   |
| Hotel, travel, and entertainment                                                         |   |                   | 20,572    |   |   |                  |   | 4,002     |   |                   |   |   | 28,850 |   |   |   |   | 7,510 |   |   |   |   | 55,000 |   |
| Supplies and office expense                                                              |   |                   | 2,947     |   |   |                  |   | 956       |   |                   |   |   | 11,792 |   |   |   |   | 3,837 |   |   |   |   | 26,484 |   |
| Listing, sponsor, and transfer agent fees                                                |   |                   | 1,939     |   |   |                  |   | —   |   |                   |   |   | 13,036 |   |   |   |   | 5,418 |   |   |   |   | 33,075 |   |
| Corporate taxes and related                                                              |   |                   | —   |   |   |                  |   | —   |   |                   |   |   | 4,939 |   |   |   |   | 250 |   |   |   |   | 10,648 |   |
| Depreciation                                                                             |   |                   | 3,975     |   |   |                  |   | —   |   |                   |   |   | 10,658 |   |   |   |   | — |   |   |   |   | 15,389 |   |
| Miscellaneous                                                                            |   |                   | 718       |   |   |                  |   | —   |   |                   |   |   | 718 |   |   |   |   | 349 |   |   |   |   | 3,757 |   |
| Telephone and utilities                                                                  |   |                   | 3,114     |   |   |                  |   | —   |   |                   |   |   | 5,330 |   |   |   |   | 497 |   |   |   |   | 6,295 |   |
|                                                                                     |   |                   | 118,483   |   |   |                  |   | 80,488    |   |                   |   |   | 395,690 |   |   |   |   | 238,047 |   |   |   |   | 1,064,871 |   |
| **Other Income and (Expense)**                                                           |   |                   |      |   |   |                  |   |      |   |                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Rental Income - Related Party                                                            |   | $                      | 13,336    |   |   |                  | $      | —   |   |                   |   | $ | 27,191 |   |   |   | $ | — |   |   |   | $ | 53,863 |   |
| Interest Income                                                                          |   |                   | 25,137    |   |   |                  |   | 2,728     |   |                   |   |   | 58,645 |   |   |   |   | 4,410 |   |   |   |   | 77,831 |   |
|                                                                                     |   |                   | 38,473    |   |   |                  |   | 2,728     |   |                   |   |   | 85,836 |   |   |   |   | 4,410 |   |   |   |   | 131,694 |   |
| **Income (loss) before provision for income                            tax**             |   |                   | 99,990    |   |   |                  |   | (77,760   | )      |                   |   |   | (129,854 | ) |   |   |   | (233,637 | ) |   |   |   | (753,177 | ) |
|                                                                                     |   |                   |      |   |   |                  |   |      |   |                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Provision for income tax**                                                             |   |                   | —   |   |   |                  |   | —   |   |                   |   |   | — |   |   |   |   | — |   |   |   |   | — |   |
| **Minority Interest net loss**                                                           |   |                   | (8,147    | )      |   |                  |   | —   |   |                   |   |   | (8,135 | ) |   |   |   | — |   |   |   |   | (3,548 | ) |
|                                                                                     |   |                   |      |   |   |                  |   |      |   |                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Net Income (Loss)**                                                                    |   | $                      | 91,843    |   |   |                  | $      | (77,760   | )      |                   |   | $ | (137,989 | ) |   |   | $ | (233,637 | ) |   |   | $ | (756,725 | ) |
|                                                                                     |   |                   |      |   |   |                  |   |      |   |                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Other Comprehensive Income (Loss) – Net of                            Tax**      |   |                   |      |   |   |                  |   |      |   |                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Foreign currency translation gains (losses)                                              |   |                   | (61,531   | )      |   |                  |   | —   |   |                   |   |   | 146,691 |   |   |   |   | — |   |   |   |   | 145,689 |   |
|                                                                                     |   |                   |      |   |   |                  |   |      |   |                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Comprehensive Income (Loss)**                                                          |   | $                      | 30,312    |   |   |                  | $      | (77,760   | )      |                   |   | $ | 8,702 |   |   |   | $ | (233,637 | ) |   |   | $ | (611,036 | ) |
|                                                                                     |   |                   |      |   |   |                  |   |      |   |                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average (loss) per share - (Basic and fully                            diluted) |   | $                      | 0.01      |   |   |                  | $      | (0.04     | )      |                   |   | $ | (0.02 | ) |   |   | $ | (0.11 | ) |   |   |   |   |   |
| Weighted average number of common shares                            outstanding          |   |                   | 7,236,910 |   |   |                  |   | 2,216,304 |   |                   |   |   | 6,616,337 |   |   |   |   | 2,205,495 |   |   |   |   |   |   |

 

2

 

4

 

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**AMIWORLD, INC.**

**(A            Development Stage Company)**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

 

 

|                                                                               |   |                  |       |   |   |                   |   |      |   | **Period From**    |   |
|------------------------------------------------------------------------------------|--------|-----------------------|------------|--------|--------|------------------------|--------|-----------|--------|--------------------|--------|
|                                                                               |   |                  |       |   |   |                   |   |      |   | **Jan. 1, 2005**   |   |
|                                                                               |   | **Nine Months Ended** |       |   |   | **(Inception Of Dev.** |   |
|                                                                               |   | **September 30th**    |       |   |   | **Stage) To**          |   |
|                                                                               |   | **2007**              |       |   |   | **2006**               |   |      |   | **Sept. 30, 2007** |   |
|                                                                               |   | **(Unaudited)**       |       |   |   | **(Unaudited)**        |   |      |   | **(Unaudited)**    |   |
| **CASH PROVIDED BY (USED FOR):**                                                   |   |                  |       |   |   |                   |   |      |   |               |   |   |   |   |
| **Operating Activities**                                                           |   |                  |       |   |   |                   |   |      |   |               |   |   |   |   |
| Net (Loss)                                                                         |   | $                     | (137,989   | )      |   |                   | $      | (233,637  | )      |               |   | $ | (783,397 | ) |
| Items not involving an outlay of funds:                                            |   |                  |       |   |   |                   |   |      |   |               |   |   |   |   |
| Depreciation and amortization                                                      |   |                  | 11,400     |   |   |                   |   | —   |   |               |   |   | 16,174 |   |
| Minority Interest in net income                                                    |   |                  | 8,135      |   |   |                   |   | —   |   |               |   |   | 3,548 |   |
|                                                                               |   |                  | (118,454   | )      |   |                   |   | (233,637  | )      |               |   |   | (763,675 | ) |
| Change in non-cash operating balances                                              |   |                  |       |   |   |                   |   |      |   |               |   |   |   |   |
| Prepaid expenses & advance payments                                            |   |                  | (189,918   | )      |   |                   |   | —   |   |               |   |   | (444,354 | ) |
| Accounts payable and accrued expense                                               |   |                  | 2,215,412  |   |   |                   |   | (2,434    | )      |               |   |   | 2,224,826 |   |
| Corporate taxes payable                                                            |   |                  | —    |   |   |                   |   | (1,000    | )      |               |   |   | (654 | ) |
| Due to affiliated companies (net)                                                  |   |                  | 1,966,814  |   |   |                   |   | 829,427   |   |               |   |   | 3,111,837 |   |
| Net cash used for operating activities                                             |   |                  | 3,873,854  |   |   |                   |   | 592,356   |   |               |   |   | 4,127,980 |   |
| **Investing Activities**                                                           |   |                  |       |   |   |                   |   |      |   |               |   |   |   |   |
| Purchase of fixed assets                                                           |   |                  | (4,431,085 | )      |   |                   |   | —   |   |               |   |   | (5,186,840 | ) |
| Equipment deposits                                                                 |   |                  | 836,797    |   |   |                   |   | —   |   |               |   |   | — |   |
| Pre-operative spending                                                             |   |                  | (442,695   | )      |   |                   |   | —   |   |               |   |   | (522,513 | ) |
| Net cash used for investing activities                                             |   |                  | (4,036,983 | )      |   |                   |   | —   |   |               |   |   | (5,709,353 | ) |
| **Financing Activities**                                                           |   |                  |       |   |   |                   |   |      |   |               |   |   |   |   |
| Issuance of common stock                                                           |   |                  | 2,501,900  |   |   |                   |   | 1,500,000 |   |               |   |   | 5,372,900 |   |
| Net cash provided from financing activities                                        |   |                  | 2,501,900  |   |   |                   |   | 1,500,000 |   |               |   |   | 5,372,900 |   |
|                                                                               |   |                  |       |   |   |                   |   |      |   |               |   |   |   |   |
| Effect of exchange rate changes on cash                                            |   |                  | 77,274     |   |   |                   |   |      |   |               |   |   | 89,123 |   |
|                                                                               |   |                  |       |   |   |                   |   |      |   |               |   |   |   |   |
| **Increase (decrease) in cash**                                                    |   |                  | 2,416,045  |   |   |                   |   | 2,092,356 |   |               |   |   | 3,880,650 |   |
| Cash, beginning of year                                                            |   |                  | 1,454,648  |   |   |                   |   | 323,822   |   |               |   |   | (9,957 | ) |
| Cash, end of the period                                                            |   | $                     | 3,870,693  |   |   |                   | $      | 2,416,178 |   |               |   | $ | 3,870,693 |   |
|                                                                               |   |                  |       |   |   |                   |   |      |   |               |   |   |   |   |
| Schedule of Non-Cash Investing and Financing                            Activities |   |                  |       |   |   |                   |   |      |   |               |   |   |   |   |
| Non Cash Compensation paid for common stock                                        |   | $                     | —    |   |   |                   | $      | —   |   |               |   | $ | 1,000 |   |
|                                                                               |   |                  |       |   |   |                   |   |      |   |               |   |   |   |   |
| Supplemental Disclosure                                                            |   |                  |       |   |   |                   |   |      |   |               |   |   |   |   |
| Cash paid for interest                                                             |   | $                     | —    |   |   |                   | $      | —   |   |               |   | $ | — |   |
| Cash paid for income taxes                                                         |   | $                     | —    |   |   |                   | $      | —   |   |               |   | $ | — |   |

 

3

 

5

 

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**Amiworld, Inc.**

**(A            Development Stage Entity)**

**Notes to the Consolidated Financial Statements**

 

| **(1)** | **Organization and Operations** |
|---------|---------------------------------|

 

Amiworld, Inc. (the “Company”) was incorporated in the State            of New York, U.S.A. on October 30, 1998 as Amuru International Inc. The Company changed            its name on April 28, 1999 by filing an amendment to the certificate of incorporation.            The Company on November 20, 2006 formed a Nevada corporation by the same name and            conducted a private placement. On March 30, 2007 The Nevada corporation acquired all            outstanding shares of the New York corporation in exchange for stock and the New York            corporation was subsequently dissolved effectively re-incorporating the Company to            Nevada and recapitalizing the Company with a new share structure.

 

The            primary objective of the Company has been revised and the Company has now placed            emphasis on developing its energy and energy related businesses. The Company has            generated only limited revenues from its energy related activities and has accounted            for operations as a development stage company from inception of its energy related            activities, January 1, 2005, forward. The primary division of the Company is the            construction and operation of a bio-diesel factory in Columbia. Additional operations            will include the future development of a petroleum diesel factory in Columbia, the            acquisition of oil tankers, and the brokerage of oil related products in South America,            Central America, the Caribbean, and the United States. The Company continues to have            other investment objectives, such as the pursuit of real estate, managed futures,            technology and retail firms, and any other investments that offer short term gains that            may be pursued in the future.

 

The            Company in March 2007 also acquired a subsidiary, Odin Energy Santa Marta, Ltd., in a            transaction accounted for as a common control acquisition. The results of operations of            Amiworld, Inc.-New York have been consolidated with those of Amiworld, Inc.-Nevada from            November 17, 2006 (inception) forward and with those of Odin Energy Santa Marta, Ltd.            From September 11, 2006 (inception). In addition, the Company consolidated the            activities of its subsidiary, Odin Petroleum, Inc.

 

The            Company in April 2007 also acquired a 45% interest in Great Voyages Co., Ltd., a New            York corporation owned by JASB of New York Corp., a New York corporation owned by our            CEO and President, for the purpose of acquiring ships to transport goods, which upon            commencement of this business will be limited to oil shipments. We issued an aggregate            of 45,000 shares of our Common Stock for this 45% interest. The 45% acquisition of            Great Voyages will be treated as an investment accounted for under the equity method.            Great Voyages Co., Ltd. currently has no existing operations.

 

| **(2)** | **Significant accounting policies** |
|---------|-------------------------------------|

 

These            financial statements have been prepared in accordance with accounting principles            generally accepted in the United States of America.

 

4

 

6

 

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**Amiworld, Inc.**

**(A            Development Stage Entity)**

**Notes to the Consolidated Financial Statements**

             

**(2) Significant accounting policies (continued)**

             

|   | (a) | Principles of Consolidation |
|--------|-----|-----------------------------|

             

The            accompanying consolidated financial statements include the accounts of Amiworld, Inc.            and its wholly owned subsidiaries Odin Energy Santa Marta, Ltd. and Odin Petroleum,            Inc. All intercompany accounts and transactions have been eliminated in            consolidation.

 

|   | (b) | Long-Lived Assets |
|--------|-----|-------------------|

 

In            accordance with Statement of Financial Accounting Standard 144 “Accounting for            the Impairment or Disposal of Long-Lived Assets”, the Company regularly reviews            the carrying value of intangible and other long-lived assets for the existence of facts            or circumstances, both internally and externally, that may suggest impairment. If            impairment testing indicates a lack of recoverability, an impairment loss is recognized            by the Company if the carrying amount of a long-lived asset exceeds its fair            value.

 

|   | (c) | Revenue recognition |
|--------|-----|---------------------|

 

Revenue            is recognized by the Company as earned under contract terms, in general upon shipment            of ordered biodiesel products.

 

|   | (d) | Use of estimates |
|--------|-----|------------------|

             

The            preparation of financial statements in accordance with accounting principles generally            accepted in the United States of America, requires management to make estimates and            assumptions that affect the reported amounts of assets and liabilities and disclosure            of contingent assets and liabilities as of the date of the balance sheet, as well as            reported amounts of income and expenses during the fiscal year. Actual results could            differ from those estimates.

 

|   | (e) | Cash and cash equivalents |
|--------|-----|---------------------------|

 

The            Company considers all highly liquid investments with an original maturity of three            months or less as cash equivalents.

 

|   | (f) | Fixed assets |
|--------|-----|--------------|

 

Propertyand equipment acquired is stated at cost.            Depreciation is calculated on the straight line method based on the useful life of the            assets with lives of 15-20 years for buildings, 5 years for machinery and vehicles, and            5-10 years for equipment and furniture.

 

5

 

7

 

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**Amiworld, Inc.**

**(A            Development Stage Entity)**

**Notes to the Consolidated Financial Statements**

             

**(2) Significant accounting policies (continued)**

 

|   | (g) | Financial instruments |
|--------|-----|-----------------------|

 

The            carrying value of the Company’s financial instruments, as reported in the            accompanying balance sheets, approximates fair value.

 

|   | (h) | Construction costs |
|--------|-----|--------------------|

 

The            Company capitalizes costs associated with the construction of its bio-diesel            plant.

 

|   | (i) | Foreign exchange |
|--------|-----|------------------|

Monetary assets and liabilities expressed in foreign currencies are            translated into U.S. dollars at year end rates. Transactions in foreign currencies are            translated into U.S. dollars at the exchange rate in effect on the transaction            date.

 

Realized exchange gains or losses on transactions during the year are            credited or charged to the profit and loss account. Unrealized exchange gains or losses            arising on the translation of foreign currency monetary assets and liabilities are            credited or charged to the profit and loss account.

 

|   | (j) | Net income (loss) per share |
|--------|-----|-----------------------------|

 

Thenet income (loss) per share is computed by            dividing the net income ( loss ) by the weighted average number of shares of common            outstanding. Warrants, stock options, and common stock issuable upon the conversion of            the Company’s preferred stock (if any), are not included in the computation if            the effect would be anti-dilutive and would increase the earnings or decrease loss per            share.

 

|   | (k) | Comprehensive income (loss) |
|--------|-----|-----------------------------|

 

The            Company accounts for comprehensive income (loss) under Statement of Financial            Accounting Standards No. 130, “Reporting Comprehensive Income” (“SFAS            1230”). SFAS 130 establishes standards for reporting and display of comprehensive            income and its components. The foreign currency translation gains (losses) resulting            from the translation of the financial statements of Odin Energy Santa Marta, Ltd.,            expressed in Columbian pesos, to United States dollars are reported as Other            Comprehensive Income (Loss) in the Statement of Operations and as Accumulated Other            Comprehensive Income (Loss) in Stockholders’ Equity.

 

 

6

 

 

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| **ITEM 2.** | **MANAGEMENT’S DISCUSSION AND ANALYSIS                            OF** |
|-------------|------------------------------------------------------------------------------|

|   | **FINANCIAL CONDITION AND RESULTS OF                            OPERATIONS** |
|--------|------------------------------------------------------------------------------|

 

*The following discussion should be read in conjunction with our            consolidated financial statements and notes thereto included herein. In connection            with, and because we desire to take advantage of, the “safe harbor”            provisions of the Private Securities Litigation Reform Act of 1995, we caution readers            regarding certain forward looking statements in the following discussion and elsewhere            in this Report and in any other statement made by, or on our behalf, whether or not in            future filings with the Securities and Exchange Commission. Forward looking statements            are statements not based on historical information and which relate to future            operations, strategies, financial results or other developments. Forward looking            statements are necessarily based upon estimates and assumptions that are inherently            subject to significant business, economic and competitive uncertainties and            contingencies, many of which are beyond our control and many of which, with respect to            future business decisions, are subject to change. These uncertainties and contingencies            can affect actual results and could cause actual results to differ materially from            those expressed in any forward-looking statements made by, or on, our behalf. We            disclaim any obligation to update forward-looking statements.*

 

**OVERVIEW**

We were incorporated in the State of Nevada on November 20, 2006. In            December 2006, we commenced a private offering of our Common Stock, whereby we sold an            aggregate of 346,190 shares of our Common Stock to 307 investors, none of whom are            residents of the United States, at a price of $10.00 per share, for aggregate proceeds            of $3,461,900.

 

Our predecessor company, Amuru International Inc., was incorporated in            the State of New York on October 30, 1998. On April 28, 1999, Amuru International Inc.            amended its Certificate of Incorporation to change its name to Amiworld, Inc.            (“Amiworld – NY”). On May 12, 1999, Amiworld – NY’s            Common Stock was listed on the Bermuda Stock Exchange (BSX) under the symbol            “AMI-BH.” Amiworld – NY was formed with a very narrow investment            objective of acquiring resort properties in the eastern United States. While Amiworld            – NY was seeking out appropriate resort properties, it also sought out            alternative investments that could fulfill its investment objectives. Seeking diversity            and desiring to get operations in place, Amiworld – NY made the decision to            invest in non-resort investments.

 

On August 15, 1999, Amiworld – NY purchased a majority interest in            CAD Academy JPN for $500,000. This company was co-developed with Amiworld –            NY’s directors and JASB of New York Corp., an affiliate of our Company. This            company was developed for the purpose of opening schools to teach CAD skills and take            advantage of a new law in Japan requiring Japanese architects to obtain CAD            designations. The first school was opened in August 1999 and additional schools            followed. While this project met with some success, the decision to sell the company            was made for a combination of financial reasons, as well as then management’s            general sense that the company had strayed too far from its investment objective. In            November 2001, Amiworld – NY entered into an agreement to sell its investment for            Yen 55,000,000. The total proceeds received from the sale amounted to $456,148 and, as            a result, Amiworld-NY sustained a loss of $43,852 on its investment.

 

On October 5, 1999, Amiworld – NY purchased a majority interest in            Net School Systems JPN for $400,000. This company was co-developed by Amiworld –            NY directors and Net School Systems, Inc., a New York company, which was a wholly owned            subsidiary of JASB of New York Corp. This company was developed for the purpose of            offering online educational courses. The early focus of the courses was to provide            English courses to Japanese students in Japan and the United States with the idea of            developing additional courses and partnering with colleges and universities to provide            courses on the

 

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Internet. Besides selling its own courses over the Internet, the company            also worked to sell and lease its software to other schools in the United States and            Japan. As with CAD Academy JPN, this company met with some financial success, but the            management of Amiworld – NY ultimately decided to sell its interest for both            financial reasons as well as to bring the focus back to its original purpose. In late            2001, Amiworld – NY entered into an agreement to sell its investment for Yen            50,000,000 and, as a result, by February 2002 it had received proceeds of $380,271,            which resulted in a loss of $19,729.

 

During March 2000, Amiworld – NY purchased 50 weeks of a time            share property in Tierra Verde, Florida. The total purchase price was $35,750. Under            the terms of ownership Amiworld – NY committed to pay approximately $23,000 per            annum in maintenance fees. Between 2000 and 2004, Amiworld – NY incurred $54,625            in maintenance fees and had no rental income during the period. During April 2004,            Amiworld – NY relinquished ownership of the time share in exchange for            forgiveness from the maintenance fees which were in arrears. As a result Amiworld            – NY lost its original investment.

 

By 2004, Amiworld – NY had exhausted its available capital and            management recognized the company had lost its viability. Amiworld – NY fell into            default on its obligations to the BSX and with New York State and became an inactive            corporation. As a result, we were dormant during 2004 and maintained a dormant status            until the first part of 2005. At that time we recruited additional management which was            hired to develop a restructuring plan and to work on restoring our legal and listing            status as well as develop our new business plan described below under “Plan of            Operation.” During 2005 Amiworld – NY regained its active status with the            BSX and worked on resolving its default status with New York. In September 2005,            Amiworld – NY received $200,000 in a private offering and, in December 2005, it            received another $200,000 in a private offering from its existing principal            shareholders. This private capital was used to settle its existing debts and provided            sufficient capital to cover operational costs. Amiworld – NY hired additional            staff to explore new business ventures and as a result found several new developing            businesses in which to invest. In December 2005, Amiworld – NY changed its            business plan to invest in a variety of new investments including, but not limited to,            shipping, technology, financial, and retail.

 

During the first 10 months of 2006, Amiworld – NY finalized the            development of its new business plan and, in November 2006, commenced development of            our biodiesel plant in Columbia, South America. On November 30, 2006, the relevant land            where the plant will be located was acquired for the purchase price of $452,902            (US).

 

In December 2006, we formed Odin Petroleum Corp., a New York corporation            (“Odin Petroleum”) that will engage in the oil brokering business by            purchasing and selling oil on the open market and shipping the purchased oil by ships            provided by Great Voyages Co., Ltd. We own 95% of Odin Petroleum, with the remaining 5%            owned by our management, individually. Additionally, in April 2007, we acquired a 45%            interest in Great Voyages Co., Ltd., a New York corporation owned by JASB of New York            Corp., a New York corporation owned by our CEO and President, for the purpose of            acquiring ships to transport goods, which upon commencement of this business will be            limited to oil shipments. We issued an aggregate of 45,000 shares of our Common Stock            for this 45% interest.

 

In March 2007, we merged with a predecessor company, Amiworld, Inc., a            New York corporation (“Amiworld – NY”) for the purposes of effecting            a reincorporation in the state of Nevada. We issued an aggregate of 372,000 shares of            our Common Stock to the shareholders of Amiworld – NY in exchange for all of its            issued and outstanding shares. We were the surviving entity in this merger. Following            the closing of this private offering, in March 2007, we engaged in a forward split of            our Common Stock whereby we issued ten (10) shares of our Common Stock for every one            (1) share then issued and outstanding. All references in this Report to our issued and            outstanding Common Stock are provided on a post-forward split basis, unless otherwise            indicated.

 

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We are a holding company that is currently operating or which will be            operated through three subsidiary companies:

 

|   | (i) | Odin Energy Santa Marta Corporation Limited, a Columbian                            corporation (“Odin Energy”) engaged in the development of                            our biodiesel plan. In December 2006 we began construction on our plant                            in Columbia, which is currently the world’s 5th largest producer                            of palm oil, which we believe is one of the more reliable source of                            feedstock for biodiesel due to its abundance and crop yields as well as                            its final chemical makeup. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

|   | (ii) | Great Voyages Co., Ltd., a New York corporation                            (“Great Voyages”) that currently intends to develop a cargo                            shipping businesses. The first part of the business will be the                            purchase of small oil tankers to engage in the trade of oil through the                            free trade zone of Panama and primarily focus on shipping oil from                            South American countries through this free trade zone; and |
|--------|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

|   | (iii) | Odin Petroleum Corporation, a New York corporation                            (“Odin Petroleum”). Odin Petroleum is engaged in the                            purchase and re-sale of oil from Trinidad & Tobago and Venezuela to                            Panama. Odin Petroleum will also undertake all sales of the products                            that are produced in the biodiesel and petroleum refineries to be                            developed by us. The oil will be purchased and sold through                            pre-arranged buyers and sellers. |
|--------|-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

For a more detailed description of our current businesses, see            “PLANOFOPERATION,” below.

 

**RESULTSOFOPERATIONS**

 

*Comparison of Results of Operations for the three months ended            September 30, 2007 and 2006*

 

During the three-month periods ended September 30, 2007 we generated            revenues of $180,000 in oil trading commissions from our initial purchase and re-sale            of oil from Trinidad & Tobago and Venezuela to Panama, undertaken by Odin            Petroleum. We did not generate any revenues during the three month period ended            September 30, 2006.

             

During the three-month period ended September 30, 2007, we incurred            costs and expenses totaling $118,483, including $46,880 in professional fees, primarily            related to the registration statement that we filed with the SEC and which became            effective on October 5, 2007. We also incurred $23,154 in rents, $20,572 in travel and            entertainment expense and $8,830 in salaries and benefits, with the balance of our            general and administrative expense consisting of supplies and office expense, listing,            sponsor and transfer agent fees and other miscellaneous office expenses. During the            three month period ended September 30, 2006, we incurred general and administrative            expenses totaling $80,488, a decrease of $37,995 compared to the similar period in            2007. These expenses included $33,775 in professional fees, $13,105 less than in the            similar period in 2007 due primarily to our aforesaid registration statement. We also            incurred $30,386 in rent expense, an increase of $7,232 over the same period in 2007,            due to utilities in 2007 being presented separately under the category of telephone and            utilities, which amounted to $3,114, $11,369 in salaries and benefits, an increase of            $2,539 from the same period in 2007, due to a decrease in administration salaries.            However, our travel and entertainment costs decreased to $4,002 in the three month            period ended September 30, 2006, a decrease of $16,570 from the similar period in 2007,            due primarily to the implementation of the Odin Petroleum operations and the necessity            of management travelling to Columbia to review the progress of the construction of our            biodiesel plant.

             

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As a result, we generated net pre-tax income of $99,990 during the three            months ended September 30, 2007 ($0.01 per share),compared to a            net loss of $77,760 for three-month period ended September 30, 2006 ($.04 per            share).

             

*Comparison of Results of Operations for the nine months ended            September 30, 2007 and 2006*

 

During the nine-month period ended September 30, 2007 we generated gross            revenues of $180,000. During the nine-month period ended September 30, 2006 we did not            generate any revenues.

             

During the nine-month period ended September 30, 2007, we incurred            general and administrative expenses of $395,690, compared to general and administrative            expense of $238,047 during the nine-month period ended September 30, 2006, an increase            of $157,643. This increase was attributable to increased professional fees, salaries,            travel and entertainment expense, office supplies, phone and utilities and listing and            transfer agent fees. Professional fees for the nine-month period were $190,021,            compared to $118,825 in the nine-month period ended September 30, 2006, an increase of            $71,196 and which is attributable to costs and fees relating to our registration            statement that became effective on October 5, 2007. Salaries and benefits increased            from $29,980 in the nine month period ended September 30, 2006, to $40,345 during the            similar period in 2007 due increased staffing arising from the implementation of our            revised business plan. Travel and entertainment increased $21,340 from $7,510 during            the nine month period ended September 30, 2006, to $28,850 as a result of            management’s travel to Columbia to monitor the development and construction of            our biodiesel plant. Office supplies and expense increased $7,955, from $3,837 in the            nine month period ended September 30, 2006, to $11,792 during the similar period in            2007 as a result of increased business activities during this period. Listing, sponsor            and transfer fees increased from $5,418 during the nine month period ended September            30, 2006, to $13,036 in the similar period in 2007 as a result of our closing a private            offering of our common stock, as well as incurring transfer agent fees and other SEC            filing costs. Telephone and utility charges also increased $4,833 during the nine month            period ended September 30, 2007 from 2006 due to utilities being separately stated in            2007. We also incurred $16,976 in advertising, marketing and public relations costs. We            did not incur such costs during the nine month period ended September 30,            2006.

             

As a result, we incurred a net loss of $129,854 for the nine-month            period ended September 30, 2007 ($0.02 per share),compared to a            net loss of $233,637 for nine-month period ended September 30, 2006 ($.11 per            share).

 

**PLANOFOPERATION**

 

We are a holding company that intend to operate or are currently            operating through three subsidiary companies, including Odin Energy Santa Marta            Corporation Limited (“Odin Energy”), a Columbian corporation that is            currently engaged in the development of a biodiesel fuel plant. In November 2006 we            acquired the land where this plant will be located. Thereafter, in November 2006, we            began construction on our plant in Columbia, which, according to the USDA, is currently            the world’s 5th largest producer of palm oil, what we consider to be the most            reliable source of feedstock for biodiesel. We intend to devote most, if not all, of            our resources to building and completing this plant over the next 12 months. Once this            plant becomes operational we are also exploring diversifying our business activities in            a synergistic manner by developing the business plan of Great Voyages Co., Ltd. that            intends to develop a cargo shipping business. The first part of the business will be            the purchase of small oil tankers to engage in the trade of oil through the free trade            zone of Panama and primarily focus on shipping oil from South American countries            through this free trade zone. We also have commenced, on a limited scale, the business            of purchasing and re-selling of oil from Trinidad & Tobago and Venezuela to Panama.            This business is being undertaken by our subsidiary, Odin Petroleum Corporation, a New            York corporation (“Odin Petroleum”). The oil is purchased and sold through            pre-arranged buyers and sellers.

 

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Odin            will also undertake all sales of the products that are produced in our biodiesel plant            currently being developed by us. As of the date of this report, our intention is to            concentrate our efforts and resources into the building of our biodiesel plant. If we            are successful in this endeavor we will then address the development of the proposed            business of Great Voyages and expand the business of Odin Petroleum.*See*‘RISK FACTORS.”

 

***Biodiesel Plant***

 

On November 16, 2006, we executed an agreement with CM Bernardini            S.R.L., Rome Italy (“Bernardini”), wherein Bernardini has agreed to build            our biodiesel and refining plant for a total price of two million sixty three thousand            five hundred (€2,063,500) Euro ($823,200 US). The contract provided for a 30% down            payment of six hundred nineteen thousand fifty (€619,050.00) Euro, which we made            on December 7, 2006. The US$ equivalent at the time was eight hundred twenty-three            thousand two hundred ($823,200) dollars. The balance of 70% is to be paid by an            irrevocable letter of credit payable against presentation of shipping documents and the            inspection report by an independent verification company. This letter of credit was            opened February 7, 2007. Delivery was to be made within eight months of the down            payment date, which would be no later than August 7, 2007. The shipment was delayed,            but on August 27, 2007, five (5) containers were shipped containing over 50% of the            total plant. This shipment was received on October 3, 2007. The second shipment            containing the remaining fifteen (15) containers was received on November 6, 2007. The            plant will have a production capacity of 120,000 liters (31,704 gallons) per            day.

 

The plant and palm oil deacification plant has been constructed at            Bernardini’s location in Italy and sent via ship to our Columbian location. We            sent two of our representatives to Italy to supervise the assembly and installation of            the metallic structure of the plant and make all necessary tests to verify that the            engineering specifications and characteristics are consistent with the information we            provided to Bernardini. We will be responsible for the costs of shipping from Italy,            which is expected to cost approximately $90,000. The agreement provides for Bernardini            to provide training on the operation and operability of the plants to our employees, as            well as to perform technical trials to insure that all aspects of the plants are            performing properly. The agreement contains certain guarantees provided by Bernardini,            including a mechanical guarantee, guaranteeing the equipment for the anticipated use            against design and execution defects for a period of 12 months from the date we            commence start up operations, but in no event longer than 18 months from the date of            last shipment. In addition, the agreement guarantees a production capacity of 120            thousand liters per day of biodiesel, with Bernardini to replace any and all inoperable            parts or manufacturing defects at no cost to us for a period of 12 months following the            plants startup date.

 

Bernardini is a thirty year old internationally recognized builder of            plants and technologies. During 2005 and 2006 it undertook and completed 19 different            projects on behalf of its clients in 10 different countries, including three biodiesel            plants in Columbia, each utilizing palm oil as its principal feedstock. Of these 19            plants, eight utilize palm oil as their feedstock. It has 48 additional contracts in            place to build plants for clients through the end of 2007, including 17 biodiesel            plants throughout the world, including five biodiesel plants in Columbia.

 

The agreement with Bernardini provides for all necessary equipment for            oil pre-treatment and processing. In addition, we will also need to construct storage            tanks for both the raw and completed materials. In November 2006, we entered into a            contract with a local contractor to provide these tanks. This agreement provides for            delivery of a total of nine iron storage tanks, including six 560 ton capacity tanks,            two 87 ton capacity tanks and one 450 ton capacity tank, for a total turnkey purchase            price of $137,476, including manufacturing, assembly and installation. We are            responsible for providing the raw materials that cost approximately $222,945. The            foundation and base of the tanks has been completed and

 

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the            tanks walls are currently being constructed. The tanks are expected to be completed in            their entirety by November 2007. We are hoping to construct additional tanks at the            port zone for storage and shipping purposes. We are currently in discussions with the            port zone and they have provided us a plan to construct a storage area exclusive for            fuel storage. We have sent a letter requesting inclusion in the project and we are            expecting to receive information from the Port Society as to the location and the other            necessary construction issues that will be made for piping and pumping purposes. We            plan to construct two 1,000 ton tanks for biodiesel fuel and one 600 ton tank for            methanol. Construction of the tanks will take several months and will be contingent on            our obtaining proper approvals from the Port. If we receive this approval we plan to            construct three identical tanks in 2009 and another three identical tanks in 2010. We            have not received an estimate on the cost for these nine tanks, but we believe the cost            will be approximately $500,000. Additional pipeline and pumping costs cannot be            estimated at this time as we are in the process of negotiating the location of the            tanks and the route where the pipeline will need to be located. If we have to place the            tanks across the street we will need to trench under the street and drill under the            port authority building, which could cost a significant amount of money.

 

On November 30, 2006, we closed on the acquisition of land located in            Santa Marta, Magdaleno, Columbia, the site of our proposed biodiesel plant. This land            consists of an aggregate of 40,010 square meters (9.9 acres). We paid $452,903            ($1,041,675,000 pesos) to acquire this property. We paid cash for this            acquisition.

 

As of the date of this report, with the exception of a delay we incurred            as a result of Bernardini failing to timely request letters of credit pursuant to the            terms of our agreement with them, we remain on schedule and anticipate the plant will            become operational in the fourth calendar quarter of 2007, with net cash inflows            commencing within thirty days after opening of our plant. The plant has now been            shipped and has arrived in Santa Marta in its entirety and is currently being            assembled. We anticipate construction to be completed and the plant operational by the            end of November 2007. We currently estimate that the costs to build our biodiesel plant            will be $7,267,424. As of the end of October 2007, we have spent an aggregate of            $6,045,741.           These costs            include the cost of the land, including all ancillary costs, which was $489,603. The            largest portion of the cost is the biodiesel plant and its respective shipping and            installation components, which is anticipated to be $3,035,273, of which $3,016,445 has            been spent. Building costs in Columbia are estimated to be $2,068,002, of which            $1,456,204 has been spent. The storage tanks are anticipated to cost $674,650, on which            $448,640 has been spent. All other costs including the laboratory, fire systems, and            other infrastructure are anticipated to cost 999,896, of which $634,849 has been spent.            Costs have been paid from the funds derived from our December 2006 private offering. We            also received additional funding of $2 million in September 2007 from JASB to cover the            remaining plant costs. While we believe we have sufficient funds to cover the remaining            plant costs, should unforeseen costs arise we have received assurances that JASB will            be able to fund these shortages through additional loans or through stock purchases.            Alternatively, should further costs arise that JASB is unable to finance we believe we            can receive additional financing through short term bank lines of credits or other bank            financing. We believe we will be able to obtain such loans if so required since we            currently have no material debt other than balances owed to affiliates, which are            unsecured. We believe we have sufficient assets to secure such additional loans,            including our unencumbered real estate. However, as of the date of this report we do            not have any written commitment from any bank or other entity to provide us with these            funds.*See*“RISK            FACTORS.”

 

Based upon advice of technicians that we have consulted with, the plant            will be capable of expansion to approximately 360,000 liters a day within three years            of operation with the addition of new processing equipment. We intend to expand to the            360,000 liters with the acquisition of additional equipment in 2008, utilizing proceeds            derived from operations to cover the cost of this new equipment. This equipment            includes the biodiesel plant and all related equipment necessary for processing the            additional fuel production. The anticipated cost for this expansion will be            approximately $4.8 million and

 

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is            expected to take approximately eight months to complete from inception. We have            estimated that it will take approximately three years to reach full production capacity            of 360,000 liters (96,000 gallons) daily. Once full capacity is reached, our plant is            expected to produce 108,000 tons (28.8 million gallons) annually. There can be no            assurances that we will generate sufficient profits from our initial production, or if            we do generate profits, that we will have sufficient capital available to undertake            this expansion.

 

If we are successful in developing our biodiesel plant, we intend to            develop additional plants in the future based on this model plant and located in            locations meeting similar criteria. However, it is also anticipated other criteria will            be used in the future to bring the biodiesel to major markets, such as North America            and Europe. Since we will utilize a multi-feedstock system we can use alternative            feedstock depending on where we locate these prospective plants. If we are successful,            our overall plan of expansion includes the development of one to three plants a year in            the first three years and two to five plants a year thereafter so long as it is            economically feasible to do so and demand continues to exceed supply. We can provide no            assurances that we will be successful in meeting these objectives.

 

The land we have purchased for our biodiesel plant is larger than we            need for our intended purposes. Of the approximately 9.9 acres acquired, we will be            utilizing less than half for our plant. As of the date of this report, JASB of New York            Corp. (“JASB”), one of our principal shareholders and a company owned by            our CEO and President,has begun construction of a petroleum            refinery adjacent to the biodiesel plant being constructed by us. JASB is undertaking            this endeavor as a result of our limited financial abilities. Since April 2007, we have            leased this property to JASB at a rate of approximately $4,550 per month (10,000,000            pesos), which is consistent with applicable lease rates in Santa Marta, Columbia.            Commercial lease fees in Columbia are based by law in an amount equal to 1% of the            appraised value of the relevant land.

 

This refinery will initially be capable of producing approximately 12.1            million gallons and can later be expanded to 24.2 million gallons. The refinery was            completed, tested, and inspected in August and became operational on August 27,            2007.

 

As of the date of this report, we are in the final stages of acquiring            this refinery in exchange for the issuance of shares of our common stock. If and when            this arrangement is finalized, we believe this refinery will provide diversification of            our operations and provide an opportunity to produce blended biodiesel of varying            levels. By having the facilities to produce this fuel blend we believe we will be in a            better position to further capitalize on diesel sales in the Columbian market            place.

 

Upon completion of our initial biodiesel plant in Columbia, we intend to            attempt to diversify our business operations. We intend to operate three active            divisions designed to complement each other. All three divisions principally focus on            the production, acquisition and resale, and shipping of fuel related products. These            operations are divided in the following divisions.

             

| **•** |   | **Petroleum Diesel Production –**We intend to enter into a partnership, joint venture or                            other business structure with JASB, as described below under                            “*Petroleum                            Refinery*.”                                                                                                                                                                                                                                                                                           |
|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **•** |   | **Oil Resell Business**–                            We intend to purchase oil throughout South America and re-sell the oil                            in Central America and the Caribbean. In July, 2007 we successfully                            completed our initial endeavor in this regard and we are generating a                            monthly gross profit of $60,000 from these operations. While no                            assurances can be provided, we will be attempting to develop other                            routes in the future. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

 

 

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| **•** |   | **Shipping Business**–                            This division will acquire or charter a number of ships. Initially                            these ships will focus on shipments of crude oil and diesel products,                            but may be expanded in the future. Several ships have been identified                            in the past and negotiations have taken place, but there are currently                            no ships within this division. It is anticipated that ships will be                            acquired in the 500 to 2,000 ton class. |
|------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

Following is a brief description of these endeavors:

 

***Petroleum Refinery***

 

JASB, through its wholly owned subsidiary Odin Petroil, S.A.            (“Odin Petroil”), completed its refinery on August 27, 2007 and on October            1, 2007 the refinery completed all of its testing, staff training, and began its            refining operations. JASB has paid the entire construction costs for the project. We            are in the final stages of acquiring this refinery in exchange for issuance of shares            of our Common Stock in exchange for a 95% ownership in Odin Petroil.

 

The refinery, when completed in its entirety will be capable of            producing 576,000 BBI (24.2 million gallons). In order to minimize front-end expenses,            equipment for only fifty percent of this production will be purchased with the            remaining equipment to be purchased within 12 months after production starts. As a            result, the initial production will only be 288,000 BBI (12.1M gallons). This first            phase of the plant was completed in August 2007 and is now operational.

 

The site is approximately 20,000 square feet. The total anticipated            investment (excluding the land) is as follows:

| RefinePPlant Construction Expense |   |   |   | $      | 1,437,360 |   |
|-----------------------------------|--------|--------|--------|--------|-----------|--------|
| Equipment                         |   |   |   |   | 3,745,703 |   |
| Storage Tanks                     |   |   |   |   | 905,343   |   |
| Other Incidental Equipment        |   |   |   |   | 1,879,130 |   |
| TOTAL INVESTMENT                  |   |   |   | $      | 7,967,536 |   |

 

Only fifty percent of the capacity has been installed initially.            Therefore, the total cost of equipment at the time the refinery opens will only be            $2,350,000. This reduces the initial investment to $5,617,536. All of our office space            and staff facilities will be shared with the biodiesel production            facilities.

 

If we are successful in undertaking this business, in addition to having            the capacity to produce two distinct types of fuels, we will also be able to produce            blended fuels. Columbia recently passed legislation requiring petroleum diesel fuel to            be blended with biodiesel fuel on a 95:5 basis. The United States and other countries            are increasingly working toward a mixture of 80:20 due to environmental benefits.            Having the internal capacity to blend fuels is expected to give us a significant            competitive advantage by eliminating the “middle-man.” Specifically, we            will have the ability to blend our own fuel, thus eliminating having the oil refineries            perform this task and add a mark-up to their price for the blended fuel. There are no            assurances that the ability to blend fuels will result in any competitive            advantages.

 

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Odin Petroil intends to acquire and assembly an Automatic Atmospheric            Refining Plant which provides for fractionated distillation, designed to meet            operational needs and comply with all environmental regulations, including both            Colombian and International standards related to refining, storage, transportation,            products certification, spills prevention measures, firefighting system measures and            standards and effluents controls. Odin Petroil also intends to install monitoring            systems at its plant to allow managers and officers to observe activity and an            automated system to measures the weight of each cargo. Also, a laboratory will be built            on this site by Odin Petroil that will have state-of-the-art equipment to guarantee            quality control.

 

***Shipping Business***

 

Once our initial biodiesel plant becomes operational, we intend to seek            out suitable ships to purchase for our proposed oil and fuel products shipping            business. In the interim we intend to charter suitable ships to conduct our proposed            oil reselling business. Relevant thereto, effective July 5, 2007, Odin Petroleum            entered into its initial 12 month contract to transport oil with Petroleos Panamerican.            The relevant agreement provides for the transportation of 300,000 gallons of oil            monthly from Pointe-a-Pierre in Trinidad & Tobago, to Cristobal, Panama. The            shipments for both July and August have now been completed and will continue on a            monthly basis through September 2008. The oil is loaded monthly onto a tanker and the            delivery is completed within an expected 21 days. The July delivery had a total sales            price of $609,000, based upon the average of three consecutive days of one week prior            to the bill of lading, determined in accordance with Platt’s US Gulf Coast            Waterborne mean quotation for No. 2 oil. Our costs included $504,000 for the oil, plus            an additional $36,000 in transportation costs and $9,000 for the purchase fund fee.            Odin Energy receives a fixed commission from these shipments and as a result began            receiving $60,000 per month starting in July 2007 through June 2008. Payment is            effected by electronic wire transfer, payable seven days in advance upon presentation            of the commercial invoice, the transfer of the oil, issuance of a Certificate of            Quality and Quantity by SGC Lab and delivery of a Certificate of Origin. Terms of            delivery are F.O.B. Pointe-a-Pierre. While prices will fluctuate Odin Petroleum’s            profit will be unaffected as we receive a fixed fee of $.20 per gallon. As a result            Odin Petroleum will continue receiving $60,000 per month until September 2008. In            addition, Great Voyages, in which we own a 45% interest, will receive 10% of the            transportation costs which will generate a profit of approximately $3,600 monthly. Our            portion will be approximately $1,620.

 

Future charters will range in price, depending on the size of shipments,            from approximately $50,000 for 200,000 gallon shipments. Higher volume shipments will            require larger ships with bigger crews and will incur other costs, which will increase            the cost of each charter. However, the cost per shipping unit will decrease with larger            volumes. Because we intend to initially ship our own product, the capital outlay is            expected to be nominal, as we believe we will be able to defer any payments due until            delivery, thus allowing us to utilize the funds received from delivery of the product            to pay for the cost of the chartered ship.

 

**LIQUIDITYANDCAPITALRESOURCES**

 

At September 30, 2007, we had $3,870,693 in cash and cash            equivalents.

 

In December 2006, we commenced a private offering of our Common Stock,            whereby we sold an aggregate of 346,190 shares of our Common Stock to 307 investors,            none of whom are residents of the United States, at a price of $10.00 per share, for            aggregate proceeds of $3,461,900. Following the closing of this private offering, in            March 2007, we engaged in a forward split of our Common Stock whereby we issued ten            (10) shares of our Common Stock for every one (1) share then issued and            outstanding.

 

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We have only engaged in limited debt financing through affiliated            companies. Affiliated companies currently engage in offshore banking and other            financial services giving them access to significant financial resources. While there            is no relevant written agreement, we have an ongoing ability to borrow funds on an            as-needed basis. In September 2006, we received $800,000 in financing to begin pursuit            of our biodiesel plant. This loan was made by EBOA, Ltd., which is also a shareholder            of our Company. These loans are temporary and carry no interest or repayment terms. It            is anticipated these loans will be converted to Common Stock in the future, on terms            consistent with prior issuances, or repaid out of funds derived from operations or from            proceeds derived from a future sale of our securities. In the event we elect to            undertake an offering of our securities in the future, current shareholders will            experience a dilution of their percentage of ownership in our Company.*See*“RISK FACTORS.”

 

JASB, an affiliated companies and one of our principal shareholders, and            other entities owned and controlled by Mr. Saito, our CEO and President have made            similar loans to us in the past. As of September 30, 2007, these loans, in the            aggregate, amounted to $3,172,312. These loans carry no stated interest rate or            repayment terms. In October, 2007, these loans were converted to Common Stock on terms            consistent with prior issuances, $1.00 per share. It is expected that advances made            directly to Odin Energy in the amount of $37,475 will be paid through operational            funds.

 

From time to time both we and our predecessor company, Amiworld –            NY have borrowed funds from affiliated entities. Following is a table of balances owed            by us, as of September 30, 2007 and 2006:

             

|                                                                           |   | **September 30, 2007** |       |   |   | **September 30, 2006** |   |
|--------------------------------------------------------------------------------|--------|------------------------|------------|--------|--------|------------------------|--------|
| Amuru USA, Inc.                                                                |   | $                      | (7,453     | )      |   |                   | $      | (7,453 | ) |
| Max Skyweb Corp.                                                               |   |                   | (3,161     | )      |   |                   |   | (3,161 | ) |
| EUBK Holdings                                                                  |   |                   | (13,000    | )      |   |                   |   | (13,000 | ) |
| Great Voyages Co., Ltd.                                                        |   |                   | (9,560     | )      |   |                   |   | (9,560 | ) |
| Z International New York, Inc.                                                 |   |                   | (25,012    | )      |   |                   |   | (1,975 | ) |
| EBOA Ltd.                                                                      |   |                   | (643,999   | )      |   |                   |   | (636,349 | ) |
| BO Atlantic Ltd.                                                               |   |                   | (405,635   | )      |   |                   |   | (405,635 | ) |
| Atlantic Amuru Corp.                                                           |   |                   | (8,205     | )      |   |                   |   | (8,205 | ) |
| (Payable)/Receivable – JASB of New York                            Corp. |   |                   | (2,056,287 | )      |   |                   |   | (2,188 | ) |
|                                                                           |   | $                      | (3,172,312 | )      |   |                   | $      | (1,087,526 | ) |

 

On October 29, 2007, these outstanding loan balances were converted into            shares of our Common Stock at a conversion price of $1.00 per share. All of the parties            included on the above table are related to us through common directors, shareholders or            common control. These advances were not represented in any written agreement, were            unsecured, due upon demand and did not accrue any interest.

 

We believe we will be able to obtain additional loans from these            affiliated entities in the future should the need arise. Our Board of Directors on a            case-by-case basis will make future decisions on indebtedness. Terms and conditions            will be made in accordance with standard market practices. Repayment terms will need to            coincide with our ability to generate ongoing profits and cash flows and consideration            will need to be made to our liquidity and our ability to service our existing            operations prior to the inception of new lending.

 

**TRENDS**

 

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Our primary business over the next 12 months will be the completion of            our biodiesel plant currently being constructed in Santa Marta, Columbia and            commencement of production of biodiesel fuel produced from palm oil. We expect our            biodiesel plant to become fully operational in the last calendar quarter of 2007. We            believe that we currently have sufficient funds for all construction costs.

 

Once this plant becomes operational, management intends to pursue            implementation of related businesses, including developing an oil resell business and            an oil shipping business. We expect to finance the oil shipping business through a            combination of using existing funds, if any, bank financing, private equity offering or            funding through affiliated entities. Oil trades conducted are expected to be of a            short-term nature and will be pre-arranged on both the buying and selling side to            reduce risk. Our intention is to utilize the necessary funds for a period not to exceed            two to three weeks. We are currently in the process of discussing this proposed            business with various entities in the industry.

 

The shipping business will be conducted through Great Voyages, a 45%            owned subsidiary, and will be implemented in conjunction with the implementation of            production of our biodiesel fuel plant and the possible corresponding need to ship our            end product.*See*“DESCRIPTION            OF BUSINESS –BUSINESS–*Biodiesel Marketing*” and            “*Shipping and Delivery*,”            below. We are currently working on possible ship purchases and financing terms as part            of our marketing efforts in expectation of producing biodiesel fuel by the end of            2007.

 

Additionally, JASB is currently developing a petroleum refinery on a            portion of the land owned by us in Columbia. Due to our limited availability of funds            we could not develop the refinery with our own internal resources. It is expected that            at an appropriate time in the future the refinery ownership will be transferred in            whole or in part to us.

 

**INFLATION**

 

Although our operations are influenced by general economic conditions,            we do not believe that inflation had a material affect on our results of operations            during the nine-month period ended September 30, 2007.

 

**CRITICALACCOUNTINGESTIMATES**

 

The discussion and analysis of our financial condition and results of            operations are based upon our consolidated financial statements, which have been            prepared in accordance with accounting principles generally accepted in the United            States. The preparation of these consolidated financial statements requires us to make            estimates and judgments that affect the amounts of assets, liabilities, revenues and            expenses, and related disclosure of contingent assets and liabilities. On an on-going            basis, we evaluate our estimates based on historical experience and on various other            assumptions that are believed to be reasonable under the circumstances, the results of            which form the basis for making judgments about the carrying values of assets and            liabilities that are not readily apparent from other sources. Actual results may differ            from these estimates under different assumptions or conditions. The following            represents a summary of our critical accounting policies, defined as those policies            that we believe are the most important to the portrayal of our financial condition and            results of operations and that require management’s most difficult, subjective or            complex judgments, often as a result of the need to make estimates about the effects of            matters that are inherently uncertain.

 

***Leases***- We follow the guidance in            SFAS No. 13 “Accounting for Leases,” as amended, which requires us to            evaluate the lease agreements we enter into to determine whether they represent            operating or capital leases at the inception of the lease.

 

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***Capitalized Interest***- In accordance            with SFAS No. 34, the interest costs associated with our capital lease obligation will            be capitalized to assets under capital lease until the biodiesel plant is substantially            complete and ready for the production of biodiesel.

             

***Foreign currency translation***- Our            functional currency is United States dollars and the functional currency of our            subsidiaries is pesos. The operations of our subsidiaries are translated into U.S.            dollars in accordance with SFAS No. 52 “*Foreign Currency            Translation*” as follows:

 

|   | (i) | Assets and liabilities at the rate of exchange in effect                            at the balance sheet date; and |
|--------|-----|--------------------------------------------------------------------------------------------------------------------|

             

|   | (ii) | Revenue and expense items at the average rate of                            exchange prevailing during the period. |
|--------|------|--------------------------------------------------------------------------------------------------------------------|

 

Translation adjustments are included as a separate component of            stockholders’ equity (deficiency) as a component of comprehensive income or loss.            Once our planned biodiesel production facilities commence biodiesel producing            operations, we intend to change the functional currency of our subsidiaries to United            States dollars, as a majority of the expected operating revenues and costs of these            subsidiaries will be denominated in United States dollars.

 

We translate foreign currency transactions into our functional currency            at the exchange rate effective on the transaction date. Monetary items denominated in            foreign currencies are translated into the functional currency at exchange rates in            effect at the balance sheet date. Foreign exchange gains and losses are included in            income.

 

***Recent accounting pronouncements*****–**In February 2006, the FASB issued            SFAS No. 155, “*Accounting for Certain Hybrid Financial            Instruments-an amendment of FASB Statements No. 133 and            140.*” SFAS No. 155 allows financial instruments that            contain an embedded derivative and that otherwise would require bifurcation to be            accounted for as a whole on a fair value basis, at the holders’ election. SFAS            No. 155 also clarifies and amends certain other provisions of SFAS No. 133 and 140.            This statement is effective for all financial instruments acquired or issued in fiscal            years beginning after September 15, 2006. The adoption of SFAS No. 155 is not expected            to have a material impact on our consolidated financial condition or results of            operations.

             

In March 2006, the FASB issued SFAS No. 156,*“Accounting for Servicing of Financial Assets-an amendment of            FASB Statement No. 140.”*SFAS No. 156 provides guidance            on the accounting for servicing assets and liabilities when an entity undertakes an            obligation to service a financial asset by entering into a servicing contract. This            statement is effective for all transactions in fiscal years beginning after September            15, 2006. The adoption of SFAS No. 156 is not expected to have a material impact on our            consolidated financial condition or results of operations.

 

In September 2006, the FASB issued FASB Interpretation No. 48,            “*Accounting for Uncertainty in Income Taxes – an            interpretation of FASB Statement No. 109”*(“FIN            48”). FIN 48 clarifies the accounting for uncertainty in income taxes by            prescribing a recognition threshold and measurement attribute for the financial            statement recognition and measurement of a tax position taken or expected to be taken            in a tax return. The interpretation also provides guidance on de-recognition,            classification, interest and penalties, accounting in interim periods, and disclosure.            FIN 48 is effective for fiscal years beginning after December 15, 2006. We are in the            process of evaluating the impact, if any, FIN 48 will have on our consolidated            financial statements.

 

In September 2006, the FASB issued SFAS No. 157,*“Fair Value Measurements.”*SFAS            No. 157 defines fair value, establishes a framework for measuring fair value and            requires enhanced disclosures about fair value measurements. SFAS No. 157 requires            companies to disclose the fair value of

 

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their financial instruments according to a fair value hierarchy as            defined in the standard. Additionally, companies are required to provide enhanced            disclosure regarding financial instruments in one of the categories (level 3),            including a reconciliation of the beginning and ending balances separately for each            major category of assets and liabilities. SFAS No.157 is effective for financial            statements issued for fiscal years beginning after November 15, 2007, and interim            periods within those fiscal years. The adoption of SFAS No. 157 is not expected to have            a material impact on our consolidated financial condition or results of            operations.

 

In September 2006, the FASB issued SFAS No. 158,            “*Employers’ Accounting for Defined Benefit Pension            and Other Postretirement Plans.”*SFAS No. 158 requires            the recognition of the funded status of a defined benefit plan in the balance sheet;            the recognition in other comprehensive income of gains or losses and prior service            costs or credits arising during the period but which are not included as components of            periodic benefit cost; the measurement of defined benefit plan assets and obligations            as of the balance sheet date; and disclosure of additional information about the            effects on periodic benefit cost for the following fiscal year arising from delayed            recognition in the current period. In addition, SFAS No. 158 amends SFAS No. 87,            “*Employers’ Accounting for            Pensions*,” and SFAS No. 106,            “*Employers’ Accounting for Postretirement Benefits            Other Than Pensions*,” to include guidance regarding            selection of assumed discount rates for use in measuring the benefit obligation. The            recognition and disclosure requirements of SFAS No. 158 are effective for our year            ended December 31, 2006. The measurement requirements are effective for fiscal years            ending December 31, 2008. We do not believe the adoption of SFAS 158 will have a            material impact on our consolidated financial statements.

 

**RISKFACTORS**

 

*An investment in our Common Stock is a risky investment. Prospective            investors should carefully consider the following risk factors before purchasing shares            of our Common Stock. We believe that we have included all material            risks.*

***RISKSRELATEDTOOUROPERATIONS***

 

**We have incurred losses in the past and expect to incur greater            losses until we implement our business            plan****.**We are a development            stage company and we have not yet begun generating revenues and we do not expect to            begin generating revenues until our biodiesel plant described below becomes            operational, which is expected to occur during the last calendar quarter of 2007. Our            audited financial statements included in this Report contain a “going            concern” opinion from our independent accountant. As of September 30, 2007, we            had an accumulated deficit of $2,624,404 and incurred a net loss of $137,989 for the            first nine months of 2007. For the year ended December 31, 2006, we incurred a net loss            of $336,849. We expect to incur additional losses at least until the completion of our            biodiesel factory in Columbia. We estimate that the earliest completion date of this            facility and, as a result, our earliest date of biodiesel production will not occur            until the last calendar quarter of 2007. Our construction efforts remain on schedule as            of the date of this Report. Until completion of construction and commencement of            production of biofuel, we expect to rely on cash from our recent equity financing, as            well as loans from affiliates if necessary, to fund all of the cash requirements of our            business. Until we successfully build and begin operating our proposed biodiesel plant,            we will experience negative cash flow. Once our biodiesel plant is built and becomes            operational, there are no assurances that we will be able to attain, sustain or            increase profitability on a quarterly or annual basis. A downturn in the demand for            biodiesel would significantly and adversely affect our sales and            profitability.

 

As of the date of this report we have obtained or applied for all            required permits and licenses. For those licenses that we are currently required to            submit applications, all such applications have been filed and we have received all            approvals except for the tank storage license. We have not been advised of            any

 

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deficiencies in our tank storage application as of the date hereof and            we are only waiting for an independent laboratory and certification company to visit            the plant to calibrate the tanks in the presence of the Ministry of Energy and Mines,            which will be done shortly after the tank construction is complete. In the event there            is a delay in obtaining this license, such delay will result in a delay in commencement            of our operations and losses from operations will continue until such matter is            resolved.

 

**We are spending a significant amount of our available capital on            our biodiesel plant construction. We can make no assurances that this capital            expenditure will successfully achieve desired            results****.**If our proposed            biodiesel plant does not achieve desired results, our business and results of operation            will be adversely impacted. We are attempting to adhere to a strict timeline to            construct our biodiesel plant. Additionally we have firm contracts on all significant            portions of the construction that contain provisions for workmanship and warranties.            However, there can be no assurances that problems in this regard will not arise in the            future.

 

**Construction delays or defects could result in delays in            increasing our production and sale of biodiesel and negatively affect our operations            and financial performance.**Construction projects often            involve delays for a number of reasons including delays in obtaining permits, delays            due to weather conditions, or other events. Also, any changes in political            administrations that result in policy changes towards biodiesel could also cause            construction and/or operation delays. If it takes longer to obtain production than            anticipated or if it takes us longer to construct any other plant we decide to            construct, our ability to generate revenues could be impaired. In addition, there can            be no assurance that defects in materials and/or workmanship will not occur. Such            defects could delay the commencement of enhanced capacity operations of the plant or            cause us to halt or discontinue the plant’s operation or reduce the intended            production capacity. Halting or discontinuing plant operations could delay our ability            to generate revenues.

             

All necessary permitting has been obtained or is in the filing stages            for plant production. We have allowed for weather delays in our forecast, but we cannot            plan for all possible weather events or other unknown contingencies.

 

**There may be unforeseen environmental problems that could be            discovered at our construction site causing additional cost and consuming time to            correct which may delay or halt plant construction and delay our ability to generate            revenue.**While we have conducted our initial due            diligence and believe that no environmental problems exist on this location, there can            be no assurances that such problems will not arise in the future. We may encounter            hazardous conditions at or near each of our facility sites that may delay or prevent            construction or operation of a particular facility. If we encounter a hazardous            condition at or near a site, work may be suspended and we may be required to correct            the condition prior to continuing construction or further production. The presence of a            hazardous condition would likely delay or prevent construction of a particular facility            and may require significant expenditure of resources to correct the condition. If we            encounter any hazardous condition during construction, estimated sales and            profitability may be adversely affected.

 

**We currently are developing and will operate a single facility, at            least for the foreseeable future. Any operational disruption at that facility could            result in a reduction of our sales volume, and could cause us to incur substantial            losses****.**If we are unable to            complete the construction and later expansion of our facility, or if our operations at            that facility experience a significant interruption due to a major accident or damage            by severe weather or other natural disasters, our ability to generate revenues could be            adversely impacted. In addition, our operations may be subject to labor disruptions and            unscheduled downtime, or other operational hazards inherent in our industry, such as            equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures,            transportation accidents and natural disasters. We have not yet begun operating our            biodiesel facility and cannot be sure that we will be able to

 

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do            so. Some of these operational hazards may cause personal injury or loss of life, severe            damage to or destruction of property and equipment or environmental damage, and may            result in suspension of operations and the imposition of civil or criminal penalties.            Our insurance may not cover or be adequate to fully cover the potential operational            hazards described above.

 

**Our financial performance will be dependent on prices and            availability for palm oil, biodiesel and other chemical inputs, which are subject to            and determined by market forces outside our control. An increase in the prices for            these input commodities will materially affect our ability to operate at a            profit****.**Our results of            operations and financial condition will be significantly affected by the cost and            supply of palm oil. Palm oil is expected to be our single largest expense once we            commence operations of our proposed plant. The price of palm oil is influenced by            weather conditions and other factors affecting crop yields, farmer planting decisions,            the output and proximity of palm crush facilities, and general economic, market and            regulatory factors. These factors include government policies and subsidies with            respect to agriculture and international trade, and global and local demand and supply.            The significance and relative effect of these factors on the price of palm oil is            difficult to predict. Any event that tends to negatively affect the supply of palm oil,            such as adverse weather or crop disease, could increase palm oil prices and potentially            harm our business. In addition, we may also have difficulty, from time to time, in            sourcing palm oil on economical terms due to supply shortages. Such a shortage could            require us to suspend operations until palm oil is available at economical terms, which            would have a material adverse effect on our business, results of operations and            financial position. The price we pay for palm oil at a facility could also increase if            an additional biodiesel production facility is built in the same general vicinity. We            are unaware of any other facility that is being planned in the vicinity of our            plant.

 

The availability and price of palm oil will significantly influence our            financial performance. We may purchase palm oil in the cash market and hedge palm oil            price risk through futures contracts and options to reduce short-term exposure to price            fluctuations. There is no assurance that our hedging activities will successfully            reduce the risk caused by price fluctuation, which may leave us vulnerable to high palm            oil prices. Hedging activities themselves can result in costs because price movements            in palm oil contracts are highly volatile and are influenced by many factors that are            beyond our control.

 

Price increases in such inputs or a lack of supply of such inputs could            increase production costs, reduce profit margins and negatively affect cash flow. This            is especially true if market conditions do not allow us to pass through increased palm            oil costs to our customers. There is no assurance that we will be able to pass through            higher palm oil prices to our customers. If a period of high palm oil prices or other            inputs were to be sustained for some time, such pricing may reduce our ability to            operate and generate revenues. In certain instances, we could decide to limit or even            cease production of biodiesel for a period of time.

 

There are competing interest for the supply of palm oil and other            feedstocks to produce biodiesel fuel. These competing interests include cooking            products and usages of these products in producing other products. Additionally            biodiesel plants are being rapidly constructed and expanded which will result in            continued increases in demands. However, export of these products will continue to            increase and other plants may be developed.

 

**There can be no assurances that we will be able to establish a            steady supply of feedstock****.**While we are currently in negotiations with an unaffiliated third party            to provide us with a steady supply of feedstock, there can be no assurance that we will            reach a definitive agreement. We are working on a fixed long-term contract to maintain            a steady supply. We have also received limited assurances from government officials of            assistance in maintaining a steady supply of materials. Additionally, we hope in the            future to develop our own supply chain that we hope will eventually include owning our            own farms

 

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and            pressing plants. However, we cannot provide any guarantees that we will be able to            establish a steady supply of palm oil once our plant becomes operational.

 

**Because members of our management are also involved with other            companies, there is a potential that conflicts of interest may arise in the            future****.**JASB, one of our            principal shareholders and co-owner of Great Voyages, one of our subsidiaries, is a            company that is controlled by Mr. Saito, our Chief Executive Officer and a            director. JASB has loaned us money from time to time in the past and may do so in the            future. JASB has also completed construction of a petroleum refinery on the same parcel            of property and adjacent to the biodiesel plant being constructed by us. JASB is            undertaking this endeavor as a result of our limited financial abilities. Since April            2007, we have leased this property to JASB at a rate of approximately $4,550 per month            (10,000,000 pesos), which is consistent with applicable lease rates in Santa Marta,            Columbia. However, as a result of this relationship it is possible that conflicts of            interest may arise in the future. If such conflicts do arise, Mr. Saito intends to            resolve any such conflicts in the most favorable manner to us. However, there can be no            assurances that unexpected situations will arise in the future that cannot be resolved            in our favor.

 

**Future concerns over deforestation and other environmental            concerns may limit crop productions of palm trees and other            feedstock****.**Environment            concerns worldwide are continuing to rise. Tracts of land cleared for the production of            palm trees cause deforestation. A balance needs to be achieved between protecting            forest and the production of palm trees and other sources of feedstocks. This may limit            the production of future farms and as such, create reductions in available feedstock            supplies. We feel these risks have been partly reduced by our choice to locate in a            palm oil rich country, which has no other producers and limited internal consumption.            We intend to acquire rights to palm oil processors and potentially farms in the future            to combat this risk. There can be no assurance that we will be able to acquire such            rights or farms on economically favorable terms, or at all.

 

As of the date of this report there are currently no ongoing efforts to            limit additional plantations in Columbia. We will continue to monitor this and look for            additional potential suppliers. Additionally, we will continue to explore alternative            feedstock to ensure a steady supply.

 

**Availability of charters and suitable ships for biodiesel and oil            transportation may become limited or costs may be increased by higher fuel, crew, and            maintenance costs****.**We intend            to market our biodiesel fuel in Columbia and, if the economics are favorable, to other            locations in North and South America. If we do sell our product outside of Columbia, we            will need to arrange for transportation of our fuel. As of the date of this report we            intend to charter suitable ships for transport. There is a constant demand by            competitors for charter ships. The cost for charters may become excessive in price if            demand increases sharply. Additionally higher prices for fueling, crewing, and            maintaining charters may ultimately be passed on to us, thereby decreasing our            profitability.

 

We are also exploring the possibility of developing our own fleet,            thereby minimizing our need for charters. We hope to have the fleet sufficient in size            to meet all of our own shipping needs. However, we currently do not have the available            capital to undertake this objective and there can be no assurances that we will have            the financial resources available to allow us to accomplish this objective in the            future. We initially anticipate that we will utilize charters in the future. If our            internal needs decrease we expect that these ships can then be chartered to other            companies. There can be no assurances that we will be able to charter these crafts to            any third party on favorable terms, or at all.

 

**Declines in the prices of biodiesel will have a significant            negative impact on our financial performance.**Our            revenues will be greatly affected by the price at which we can sell our biodiesel and            other petroleum based products. These prices can be volatile as a result of a number of            factors. These factors include the overall supply and demand, the price of fuel, level            of government support and the

 

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availability and price of competing products. Biodiesel prices generally            parallel the movement of petroleum oil prices. Oil prices are difficult to forecast            because the market reflects the global economy, which is subject to political upheaval,            natural disasters and other myriad factors. Even the slightest rumor of political            instability can significantly affect the price of oil. Further, exchange rates play a            key role in domestic and international oil pricing. Any lowering of diesel prices will            likely also lead to lower prices for biodiesel, which may decrease our sales and reduce            revenues.

             

Management believes our location gives us a competitive advantage in            that we have market opportunities not just in Columbia, but also throughout South            America, Central America, and the United States. In the foreseeable future we believe            we will be able to produce biodiesel at a substantially lower cost than U.S. producers,            giving us a slightly greater buffer then the rest of our competitors, even with the            cost of transportation. Many of our U.S. competitors have land locked facilities with            no port access leaving only the prospect of utilizing ground fleets to deliver their            biodiesel fuels. Ultimately this limits their market within a few hundred-mile radius,            making it difficult for them to seek out secondary markets in which they might be able            to obtain higher prices.

 

**The biodiesel production and marketing industry is competitive.            There are many competitors that have greater financial and other resources than we do            and one or more of these competitors could use their greater resources to gain market            share at our expense.**According to the National Biodiesel            Board, the biodiesel manufacturing industry is experiencing rapid growth in the United            States. (www.nationalbiodieselboard.org). New plant construction or decreases in demand            for biodiesel may result in excess production capacity, which could have an impact upon            our ability to operate profitably. Excess capacity in the biodiesel industry may lead            to increased competition for inputs and decreased market prices for biodiesel, which            means that we may be unable to acquire the inputs needed or be unable to acquire the            inputs at a profitable price. In addition, if the excess capacity occurs, we may be            unable to market our products at profitable prices.

 

Many of our competitors in the biodiesel production and marketing            industry have substantially greater production, financial, research and development,            personnel and marketing resources than we do. As a result, our competitors may be able            to compete more aggressively than we could and sustain that competition over a longer            period of time. Our lack of resources relative to many of our competitors may cause us            to fail to anticipate or respond adequately to new developments and other competitive            pressures. This failure could reduce our competitiveness and cause a decline in our            market share, sales and profitability.

 

**Competition from the advancement of alternative fuels may lessen            the demand for biodiesel and negatively impact our            profitability****.**Alternative            fuels, gasoline oxygenates and biodiesel production methods are continually under            development. A number of automotive, industrial and power generation manufacturers are            developing alternative clean power systems using fuel cells or clean burning gaseous            fuels. Like biodiesel, the emerging fuel cell industry offers a technological option to            address increasing worldwide energy costs, the long-term availability of petroleum            reserves and environmental concerns. Fuel cells have emerged as a potential alternative            to certain existing power sources because of their higher efficiency, reduced noise and            lower emissions. Fuel cell industry participants are currently targeting the            transportation, stationary power and portable power markets in order to decrease fuel            costs, lessen dependence on crude oil and reduce harmful emissions. If the fuel cell            and hydrogen industries continue to expand and gain broad acceptance, and hydrogen            becomes readily available to consumers for motor vehicle use, we may not be able to            compete effectively. This additional competition could reduce the demand for biodiesel,            which would negatively impact our profitability.

 

**Labor costs will always be a heavy factor in all of our            businesses****.**We have chosen            to locate in depressed labor markets to keep these costs minimized. However, these            markets may change over time,

 

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perhaps at a rapid pace, which can increase our costs substantially. An            increase in cost will have a negative impact on our anticipated results of            operation.

 

**Most of our technology is acquired from external vendors who            service other clients with identical            technology****.**Our technology            is similar or identical to most of the current biodiesel plants and as such has only            limited uniqueness. We consider our greatest threat to be information regarding our            feedstock sources and customer base. Our relationships built on both the buying and            selling side of our oil resell business also pose an extreme threat to our business. We            will limit access to both our purchasing and selling sources to key employees in their            respective department to ensure minimal exposure for this data. There can be no            assurances that our efforts in this regard will be successful. If we are not successful            in our efforts we will experience negative consequences.

 

**Changes in environmental regulations may be adopted in the future            or violations of regulations could occur. If these events occur, we will experience an            increasing in our costs and reduction of our anticipated            profitability****.**We are            subject to environmental regulations and will need to follow an Environmental Handling            Plan that must be strictly followed. Changes in environmental laws and regulations            could require us to invest or spend additional resources in order to comply with future            environmental regulations. Violations of these laws and regulations could result in            liabilities that affect our financial condition and the expense of compliance alone            could be significant enough to reduce profits.

 

**Changes in the political environment could result in increases            expenses, loss of control of price, or even the nationalization of our            business****.**We are operating            in volatile political areas with extensive government control. As governments continue            to work to protect consumers and keep prices for oil and oil related products in check            they often engage in regulatory or market control practices. These controls could            impact our ability to operate profitably. Future regulation may require additional            expense related to items, such as, payroll, property maintenance, and pollution            control.

 

Additionally, the countries that we operate in could become unstable in            the future. Changes in political environments causing changes to government control            over its energy sector could happen in jurisdictions where we intend to operate. Even            small changes in government control could impact us through tax hikes, control over            commodity prices, and inflationary controls.

 

**We may be sued or become a party to litigation, which could            require significant management time and attention and result in significant legal            expenses and may result in an unfavorable outcome which could have a material adverse            effect on our business, financial condition, results of operations and cash            flows****.**While we have no            knowledge of any threatened litigation matters, we may be subject to lawsuits from time            to time arising in the ordinary course of our business. We may be forced to incur costs            and expenses in connection with defending ourselves with respect to such litigation and            the payment of any settlement or judgment in connection therewith if there is an            unfavorable outcome. The expense of defending litigation may be significant. The amount            of time to resolve lawsuits is unpredictable and defending ourselves may divert            management’s attention from the day-to-day operations of our business, which            could adversely affect our business, results of operations and cash flows. In addition,            an unfavorable outcome in any such litigation could have a material adverse effect on            our business, results of operations and cash flows.

 

**Biofuel competes with other existing products and other            alternative products****.**We            expect to be completely focused on the production and marketing of biodiesel and its            co-products for the foreseeable future. We may be unable to shift our business focus            away from the production and marketing of biodiesel to other renewable fuels or            competing products. Accordingly, an industry shift away from biodiesel or the emergence            of new competing products may reduce the demand for biodiesel. A downturn in the demand            for biodiesel would significantly and adversely affect our sales and            profitability.

 

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**Holders of our Common Stock may suffer significant dilution in the            future.**In order to fully implement our business plan            described hereinbelow, it is probable that we will require additional capital, either            debt or equity, or both. As a result, it is possible that we may elect to raise            additional equity capital by selling shares of our Common Stock or other securities in            the future to raise the funds necessary to allow us to implement our business plan. If            we do so, investors herein will suffer significant dilution.

 

**Our success depends, to an extent, upon the continued services of            Mamoru Saito and Takahito Sakagami, our Chief Executive Officer and President,            respectively****.**We have made a            significant effort to build a diverse management team with skills and industry            experience sufficient to operate our Company on a day-to-day basis. Additionally, we            have developed key relationships with suppliers and customers to ensure success in all            aspects of our proposed operations. Despite these efforts we continue to rely on the            services of Messrs. Saito and Sakagami for strategic and operational management            and the relationships they have built. Some of our competitors management have more            experience than Messrs. Saito and Sakagami and our other members of management in            the biodiesel industry. In addition, Mr. Saito devotes a minimum of approximately            40 hours per week to our business, provided that he is not required to address            unexpected matters that arise in his other businesses, which happens from time to time.            This may place us at a competitive disadvantage because we will greatly rely on these            relationships in the conduct of our proposed operations and the execution of our            business strategies. The loss of either of Messrs. Saito and Sakagami could also            result in the loss of our favorable relationships with one or more of our suppliers and            customers, as well as a loss of their business acumen. We have not entered into an            employment agreement with either Mr. Saito or Mr. Sakagami. In addition, we            do not maintain “key person” life insurance covering Messrs. Saito and            Sakagami or any other executive officer. The loss of either Mr. Saito or            Mr. Sakagami could also significantly delay or prevent the achievement of our            business objectives.

 

**The implementation of our business plan described herein,            including the development of our proposed biodiesel plant will result in a period of            rapid growth that will impose a significant burden on our current administrative and            operational resources****.**Our            ability to effectively manage our growth will require us to substantially expand the            capabilities of our administrative and operational resources by attracting, training,            managing and retaining additional qualified personnel, including additional members of            management, technicians and others. To successfully develop our proposed biodiesel            plant we will need to manage the construction of these facilities, as well as            operating, producing, marketing and selling the end products generated by this            facility. There can be no assurances that we will be able to do so. Our failure to            successfully manage our growth will have a negative impact on our anticipated results            of operations.

 

**We have not conducted any significant business operations yet and            have been unprofitable to date.**Accordingly, there is no            prior operating history by which to evaluate the likelihood of our success or our            contribution to our overall profitability. We may never complete construction of a            biodiesel production facility and commence significant operations or, if we do complete            the construction of a biodiesel production facility, it may not be successful in            contributing positively to our profitability.

 

**We may be exposed to potential risks relating to our internal            controls over financial reporting and our ability to have those controls attested to by            our independent auditors****.**As            directed by Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), the            Securities and Exchange Commission adopted rules requiring public companies to include            a report of management on the company’s internal controls over financial            reporting in their annual reports, including Form 10-KSB. In addition, the independent            registered public accounting firm auditing a company’s financial statements must            also attest to and report on management’s assessment of the effectiveness of the            company’s internal controls over financial reporting as well as the operating            effectiveness of the company’s internal controls.

 

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We            have not yet been subject to these requirements. We are evaluating our internal control            systems in order to allow our management to report on, and our independent auditors to            attest to, our internal controls, as a required part of our annual report on Form            10-KSB once we become a reporting company under the Securities Exchange Act of 1934, as            amended. A recent release from the SEC has indicated that newly public companies have            been granted an additional year after becoming public to demonstrate the effectiveness            of their internal controls as required under SOX 404.

 

While we expect to expend significant resources in developing the            necessary documentation and testing procedures required by SOX 404, there is a risk            that we will not comply with all of the requirements imposed thereby. At present, there            is no precedent available with which to measure compliance adequacy. Accordingly, there            can be no positive assurance that we will receive a positive attestation from our            independent auditors.

 

In the event we identify significant deficiencies or material weaknesses            in our internal controls that we cannot remediate in a timely manner or we are unable            to receive a positive attestation from our independent auditors with respect to our            internal controls, investors and others may lose confidence in the reliability of our            financial statements and our ability to obtain equity or debt financing could            suffer.

 

***RISKSRELATEDTOOURCOMMONSTOCK***

 

**There is no trading market for our securities and there can be no            assurance that such a market will develop in the future.**We have filed an application to have our Common Stock listed for trading            on the OTC Electronic Bulletin Board operated by the National Association of Securities            Dealers, Inc., or another national exchange if we can qualify for listing requirements.            The process of obtaining a listing for our Common Stock on the OTCBB involves a market            maker submitting an application with the NASD. The NASD then reviews the application            and issues comments, or questions, concerning our Company and the class of stock            (common stock) for which a listing has been requested. The process of listing our            Common Stock for trading on a national exchange is similar. There is no assurance that            our application for listing on the OTCBB or a national exchange will be approved, or if            so approved that a market will develop in the future or, if developed, that it will            continue. In the absence of a public trading market, an investor may be unable to            liquidate his investment in our Company.

 

**We do not have significant financial reporting experience, which            may lead to delays in filing required reports with the Securities and Exchange            Commission and suspension of quotation of our securities on the OTCBB or a national            exchange, which will make it more difficult for you to sell your            securities****.**If we are            successful in listing our Common Stock for trading on the OTCBB or another national            stock exchange, of which there can be no assurance, each limits quotations to            securities of issuers that are current in their reports filed with the Securities and            Exchange Commission. Because we do not have significant financial reporting experience,            we may experience delays in filing required reports with the Securities and Exchange            Commission (the “SEC”) following the effectiveness of the registration            statement to which this Report is a part. Because issuers whose securities are            qualified for quotation on the OTCBB or any other national exchange are required to            file these reports with the Securities and Exchange Commission in a timely manner, the            failure to do so may result in a suspension of trading or delisting.

 

**If we are successful in listing our Common Stock for trading on            the OTCBB, there are no automated systems for negotiating trades on the OTCBB and it is            possible for the price of a stock to go up or down significantly during a lapse of time            between placing a market order and its execution, which may affect your trades in our            securities****.**Because there            are no automated systems for negotiating trades on the OTCBB, they are conducted via            telephone. In times of heavy market volume, the limitations of this process may result            in a significant increase in the time it takes to execute investor

 

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orders. Therefore, when investors place market orders, an order to buy            or sell a specific number of shares at the current market price, it is possible for the            price of a stock to go up or down significantly during the lapse of time between            placing a market order and its execution.

 

**If we list our Common Stock for trading on the OTCBB, our stock            may be considered a “penny stock” so long as it trades below $5.00 per            share. This can adversely affect its            liquidity****.**If and when            trading commences on the OTCBB, our Common Stock may be considered a “penny            stock” so long as it trades below $5.00 per share and as such, trading in our            Common Stock will be subject to the requirements of Rule 15g-9 under the Securities            Exchange Act of 1934. Under this rule, broker/dealers who recommend low-priced            securities to persons other than established customers and accredited investors must            satisfy special sales practice requirements. The broker/dealer must make an            individualized written suitability determination for the purchaser and receive the            purchaser’s written consent prior to the transaction.

 

SEC regulations also require additional disclosure in connection with            any trades involving a “penny stock,” including the delivery, prior to any            penny stock transaction, of a disclosure schedule explaining the penny stock market and            its associated risks. In addition, broker-dealers must disclose commissions payable to            both the broker-dealer and the registered representative and current quotations for the            securities they offer. The additional burdens imposed upon broker-dealers by such            requirements may discourage broker-dealers from recommending transactions in our            securities, which could severely limit the liquidity of our securities and consequently            adversely affect the market price for our securities. In addition, few broker or            dealers are likely to undertake these compliance activities. Other risks associated            with trading in penny stocks could also be price fluctuations and the lack of a liquid            market.

 

**We do not anticipate payment of dividends, and investors will be            wholly dependent upon the market for the Common Stock to realize economic benefit from            their investment****.**As holders            of our Common Stock, you will only be entitled to receive those dividends that are            declared by our Board of Directors out of retained earnings. We do not expect to have            retained earnings available for declaration of dividends in the foreseeable future.            There is no assurance that such retained earnings will ever materialize to permit            payment of dividends to you. Our Board of Directors will determine future dividend            policy based upon our results of operations, financial condition, capital requirements,            reserve needs and other circumstances.

 

**Any adverse effect on the market price of our Common Stock could            make it difficult for us to raise additional capital through sales of equity securities            at a time and at a price that we deem appropriate.**If and            when our registration statement is declared effective, holders of our shares of Common            Stock that are registered pursuant to our registration statement will be permitted,            subject to few limitations, to freely sell these shares of Common Stock. At that time,            sales of substantial amounts of Common Stock, or in anticipation that such sales could            occur, may materially and adversely affect prevailing market prices for our Common            Stock, if and when such a market develops.

 

**The market price of our Common Stock may fluctuate significantly            in the future.**If our Common Stock is approved for            trading, of which there can be no assurance, the market price of our Common Stock may            fluctuate in response to one or more of the following factors, many of which are beyond            our control:

             

| **•** | the volume and timing of the receipt of orders for                            biodiesel from major customers;       |
|------------|---------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                |
| **•** | competitive pricing pressures;                                                                                      |
|       |                                                                                                                |
| **•** | our ability to produce, sell and deliver biodiesel on a                            cost-effective and timely basis; |

 

 

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|       |                                                                                                                              |
|------------|-----------------------------------------------------------------------------------------------------------------------------------|
| **•** | our inability to obtain construction, acquisition,                            capital equipment and/or working capital financing; |
|       |                                                                                                                              |
| **•** | the introduction and announcement of one or more new                            alternatives to biodiesel by our competitors;     |
|       |                                                                                                                              |
| **•** | changing conditions in the biodiesel and fuel                            markets;                                                 |
|       |                                                                                                                              |
| **•** | changes in market valuations of similar                            companies;                                                     |
|       |                                                                                                                              |
| **•** | stock market price and volume fluctuations                            generally;                                                  |
|       |                                                                                                                              |
| **•** | regulatory developments;                                                                                                          |
|       |                                                                                                                              |
| **•** | fluctuations in our quarterly or annual operating                            results;                                             |
|       |                                                                                                                              |
| **•** | additions or departures of key personnel; and                                                                                     |
|       |                                                                                                                              |
| **•** | future sales of our Common Stock or other                            securities.                                                  |

 

The price at which you purchase shares of our Common Stock may not be            indicative of the price that will prevail in the trading market. You may be unable to            sell your shares of Common Stock at or above your purchase price, which may result in            substantial losses to you and which may include the complete loss of your investment.            In the past, securities class action litigation has often been brought against a            company following periods of stock price volatility. We may be the target of similar            litigation in the future. Securities litigation could result in substantial costs and            divert management’s attention and our resources away from our business. Any of            the risks described above could adversely affect our sales and profitability and also            the price of our Common Stock.

 

**Provisions of our Articles of Incorporation and Bylaws may delay            or prevent a take-over that may not be in the best interests of our            stockholders****.**Provisions of            our Articles of Incorporation and Bylaws may be deemed to have anti-takeover effects,            which include when and by whom special meetings of our stockholders may be called, and            may delay, defer or prevent a takeover attempt. In addition, certain provisions of the            Nevada Revised Statutes also may be deemed to have certain anti-takeover effects which            include that control of shares acquired in excess of certain specified thresholds will            not possess any voting rights unless these voting rights are approved by a majority of            a corporation’s disinterested stockholders.

 

In addition, our Articles of Incorporation authorizes the issuance of up            to 25,000,000 shares of Preferred Stock with such rights and preferences determined            from time to time by our Board of Directors. No shares of our Preferred Stock are            currently outstanding. Our Board of Directors may, without stockholder approval, issue            Preferred Stock with dividends, liquidation, conversion, voting or other rights that            could adversely affect the voting power or other rights of the holders of our Common            Stock.

 

**Our management and principal shareholders have the ability to            significantly influence or control matters requiring a shareholder vote and other            shareholders may not have the ability to**

 

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**influence corporate            transactions****.**Currently, our            management, including Messrs. Saito and Sakagami, own approximately 65.6% of our            outstanding Common Stock. As a result, such persons, who may but are not legally bound            to act together, will have the ability to determine the outcome on all matters            requiring approval of our shareholders, including the election of directors and            approval of significant corporate transactions.

 

**If a market develops in our Common Stock and our Shareholders            resell their shares, the market price for our shares may fall and purchasers of our            shares may be unable to resell them****.**If a market does develop in our Common Stock, there may be an oversupply            of shares and an undersupply of purchasers. If this occurs the market price for our            shares may decline significantly and investors may be unable to sell their shares at a            profit, or at all.

 

**We cannot predict whether we will successfully effectuate our            current business plan. Each prospective purchaser is encouraged to carefully analyze            the risks and merits of an investment in our Common Stock and should take into            consideration when making such analysis, among others, the Risk Factors discussed            above****.**

 

| **ITEM 3.** | **CONTROLS AND PROCEDURES** |
|-------------|-----------------------------|

 

**EVALUATIONOFDISCLOSURECONTROLSANDPROCEDURES.**

 

We maintain disclosure controls and procedures that are designed to            ensure that information required to be disclosed in our reports filed under the            Securities Exchange Act of 1934 is recorded, processed, summarized and reported within            the time periods specified in the Securities and Exchange Commission’s rules and            forms, and that such information is accumulated and communicated to our management,            including our Principal Executive Officer who also serves as our Principal Financial            Officer, as appropriate, to allow timely decisions regarding required disclosures. Our            management, including our Principal Executive Officer and our Principal Financial            Officer, does not expect that our disclosure controls or procedures will prevent all            errors and all fraud. A control system, no matter how well conceived and operated, can            provide only reasonable, not absolute assurance that the objectives of the control            system are met. Further, the benefits of controls must be considered relative to their            costs. Because of the inherent limitations in all control systems, no evaluation or            controls can provide absolute assurance that all control issues and instances of fraud,            if any, within Pacific Fuel Cell Corp. have been detected.

We carried out an evaluation, under the supervision and with the            participation of our management, including our Principal Executive Officer and our            Principal Financial Officer, of the effectiveness of the design and operation of our            disclosure controls and procedures as of the end of the quarterly period covered by            this report. Based on the foregoing, our Principal Executive Officer and our Principal            Financial Officer concluded that our disclosure controls and procedures were effective            at the reasonable assurance level.

             

**CHANGESININTERNALCONTROLS**

 

There have been no changes in our internal controls or in other factors            that could significantly affect these controls and procedures during the nine-month            period ended September 30, 2007.

 

**PART II. OTHER INFORMATION**

 

| **ITEM 1.** | **LEGAL PROCEEDINGS**-                            None |
|-------------|--------------------------------------------------------|

 

 

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| **ITEM 2.** | **CHANGES IN SECURITIES**-                            None |
|-------------|------------------------------------------------------------|

 

**Subsequent Event**

 

Effective October 29, 2007, we issued an aggregate of 3,156,428 shares            of our Common Stock in exchange for forgiveness of outstanding loans in the aggregate            amount of $3,156,428.

 

| **ITEM 3.** | **DEFAULTS UPON SENIOR SECURITIES**- None |
|-------------|-------------------------------------------|

 

| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY                            HOLDERS.** |
|-------------|-------------------------------------------------------------------------------------|

 

No matters were submitted to our shareholders during the three month            period ended September 30, 2007.

 

| **ITEM 5.** | **OTHER INFORMATION-**None |
|-------------|----------------------------|

 

| **ITEM 6.** | **EXHIBITS AND REPORTS ON FORM 8-K** |
|-------------|--------------------------------------|

 

|   | **(a)** | **Exhibits** |
|--------|---------|--------------|

 

| **Exhibit No.** | **Description**                                                                                                                 |
|-----------------|---------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                            |
| 31.1            | Certification of Chief Executive Officer Pursuant to                            Section 302 of

the Sarbanes-Oxley Act of 2002  |
|            |                                                                                                                            |
| 31.2            | Certification of Chief Financial Officer Pursuant to                            Section 302 of

the Sarbanes-Oxley Act of 2002  |
|            |                                                                                                                            |
| 32.1            | Certification of Chief Executive Officer Pursuant to                            Section 906 of

the Sarbanes-Oxley Act of 2002. |
|            |                                                                                                                            |
| 32.2            | Certification of Chief Financial Officer Pursuant to                            Section 906 of

the Sarbanes-Oxley Act of 2002  |

 

|   | **(b)** | **Reports on Form 8-K.** |
|--------|---------|--------------------------|

 

On October 30, 2007 we filed a report on Form 8-K advising that            effective October 29, 2007, we issued an aggregate of 3,156,428 shares of our Common            Stock in exchange for forgiveness of outstanding loans in the aggregate amount of            $3,156,428.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 12 of the Securities and            Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its            behalf by the undersigned, thereunto duly authorized.

 

| Dated: November 14, 2007 | **AMIWORLD, INC.**

(Registrant)

                             

                             

By:s/Mamoru                            Saito__________________________

Mamoru Saito, Chief Executive Officer |
|--------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

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