UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





Form 10-Q





(Mark One)





[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2010





[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ________________ to _________________





Commission File Number:  000-52712





AMIWORLD.INC.


(Exact name of registrant as specified in its charter)





Nevada


(State or other jurisdiction


of incorporation or organization)





20-5928518


(IRS Employer Identification No.)





60 E. 42nd Street, Suite 1225


New York, New York 10165


(Address of principal executive offices)




(212) 557-0223


(Registrant’s telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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  [  ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes __X__   No ____.





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer [  ]
Accelerated filer [  ]Non-accelerated filer [  ] (Do not check if a smaller reporting company)
Smaller reporting company [X]





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





As of August 20, 2010, there were 23,218,110 shares of the Registrant’s Common Stock, $0.001 par value per share, issued and outstanding.





1


TABLE OF CONTENTS





Page No.Item 1.
Financial Statements
3Consolidated Balance Sheets as of June 30, 2010 (unaudited) and

December 31, 2009
F-1Consolidated Statements of Operations and Comprehensive Income (Loss) for the

Three and Six Months Ended June 30, 2010 and 2009 (unaudited)
F-2Consolidated Statements of Cash Flows for the Six Months

Ended June 30, 2010 and 2009 (unaudited)
F-3Notes to Consolidated Financial Statements (unaudited)
F-4Item 2.
Management’s Discussion and Analysis of Financial Condition and

Results of Operations
18Item 3.
Quantitative and Qualitative Disclosures About Market Risk
31Item 4T.
Controls and Procedures
31PART IIOTHER INFORMATIONItem 1.
Legal Proceedings
32Item 1A.
Risk Factors
32Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
32Item 3.
Defaults Upon Senior Securities
32Item 4.
Submission of Matters to a Vote of Security Holders
33Item 5.
Other Information
33Item 6.
Exhibits
33Signatures
34








2


PART I.





ITEM 1. FINANCIAL STATEMENTS






































AMIWORLD, INC.


________________________________





TABLE OF CONTENTS











Page No.FINANCIAL STATEMENTSConsolidated Balance Sheets

F-1Consolidated Statements of Operations and

Comprehensive Income (Loss)

F-2Consolidated Statements of Cash Flows

F-3Notes to the Consolidated Financial Statements (unaudited)

F-4-F-14





3


AMIWORLD, INC.


CONSOLIDATED BALANCE SHEETS


June 30,


December 31,2010


2009(Unaudited)ASSETSCurrent AssetsCash

$
3,024,126


$
3,336,012Accounts Receivable, net


13,796,547



5,803,869Prepaid Expenses & Advance Payments


6,654,399



3,894,223Due from Affiliate, net


487,695



1,305,308Inventory


1,007,566



1,014,807Total current assets


24,970,333



15,354,219Fixed AssetsLand


554,521



519,862Buildings


17,804,020



16,571,505Construction in Progress


7,115,919



5,687,478Machinery & Vehicles


338,263



314,808Equipment & Furniture


851,418



748,936Less: Accumulated Depreciation


(1,136,719
)


(889,225
)25,527,422



22,953,364Other AssetsDeposits


1,107,652



1,119,2831,107,652



1,119,283TOTAL ASSETS

$
51,605,407


$
39,426,866LIABILITIES & EQUITYCurrent LiabilitiesAccounts Payable and Accrued Expenses

$
16,635,741


$
8,481,676Advance Deposits


1,048,962



-Notes Payable - Bank


4,288,420



4,307,064Notes Payable - Other


1,100,000



1,000,000Total current liabilities


23,073,123



13,788,740Stockholders' EquityPreferred Shares: $.001 par value, 25,000,000 shares

authorized, no shares issued and outstanding


-



-Common Shares, $.001 par value, 175,000,000 shares

authorized, 23,218,110 shares issued and

outstanding


23,218



23,218Additional Paid in Capital


30,915,067



30,915,067Deferred Compensation Expense - Stock and Options


(745,000
)


(894,000
)Accumulated Other Comprehensive Income


451,923



(933,423
)Accumulated Deficit


(7,681,006
)


(5,691,153
)22,964,202



23,419,709Non-controlling Interest


5,568,082



2,218,417TOTAL LIABILITIES & EQUITY

$
51,605,407


$
39,426,866





See accompanying notes to the consolidated financial statements.


F-1


4





AMIWORLD, INC.


CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)


(Unaudited)





Three Months Ended


Six Months EndedJune 30,


June 30,2010



2009



2010



2009RevenueFuel Resale

$
30,404,550


$
7,702,768


$
47,614,080


$
10,440,200Biodiesel


1,036,031



2,174,562



2,564,517



2,482,610Petroleum Diesel


1,656,934



1,383,450



2,628,075



2,690,42133,097,515



11,260,780



52,806,672



15,613,231Cost of Goods SoldFuel Resale


29,147,073



7,423,680



45,639,776



9,917,690Biodiesel


1,251,944



1,185,285



2,904,514



1,515,971Petroleum Diesel


1,928,931



1,027,028



3,129,319



2,156,01832,327,948



9,635,993



51,673,609



13,589,679Gross Profit


769,567



1,624,787



1,133,063



2,023,552General and Administrative ExpensesOperating Expenses


1,717,168



1,326,114



2,771,912



2,522,938Compensation Expense - Stocks and Options


74,500



74,500



149,000



149,000Depreciation


111,341



89,159



205,343



177,5791,903,009



1,489,773



3,126,255



2,849,517Income (Loss) from operations


(1,133,442
)


135,014



(1,993,192
)


(825,965
)Other Income and (Expense)Interest Income


59,207



228



139,350



394Interest (Expense)


(125,582
)


(54,130
)


(304,016
)


(72,484
)Miscellaneous Income


1,052



10,166



9,295



43,404(65,323
)


(43,736
)


(155,371
)


(28,686
)Income (Loss) before provision for income tax


(1,198,765
)


91,278



(2,148,563
)


(854,651
)Provision for income tax


-



-



-



-Net Income (Loss)


(1,198,765
)


91,278



(2,148,563
)


(854,651
)Less: Net (Income) Loss attributable to the noncontrolling interest


92,398



(16,696
)


158,710



18,184Net (Loss) attributable to Amiworld, Inc. common shareholders


(1,106,367
)


74,582



(1,989,853
)


(836,467
)Other Comprehensive Income/(Loss) - Net of TaxForeign currency translation gains (losses)


(38,945
)


1,685,728



1,385,346



37,392Comprehensive Income/(Loss)

$
(1,145,312
)

$
1,760,310


$
(604,507
)

$
(799,075
)Weighted average Income/(loss) per share

(Basic and fully diluted)

$
(0.05
)

$
0.00


$
(0.09
)

$
(0.04
)Weighted average number of common shares outstanding

(Basic and fully diluted)


23,218,110



24,708,110



23,218,110



23,218,110





See accompanying notes to the consolidated financial statements.





F-2


5


AMIWORLD, INC.


CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)





Six Months EndedJune 30,2010



2009CASH PROVIDED BY (USED IN):Operating ActivitiesNet (Loss)

$
(2,148,563
)

$
(854,651
)Items not involving an outlay of funds:Depreciation and Amortization


205,343



188,432Compensation Expense - Options & Stocks


149,000



149,000(1,794,220
)


(517,219
)Change in non-cash operating balancesAccounts Receivable


(8,353,606
)


(8,172,507
)Prepaid Expenses & Advance Payments


(2,384,523
)


(212,266
)Inventory


71,476



(412,324
)Deposits Refundable


(271
)


-Accounts Payable and Accrued Expense


7,902,930



7,461,225Advance Deposits


1,001,047



(1,801,149
)Net cash provided by (used in) operating activities


(3,557,167
)


(3,654,240
)Investing ActivitiesPurchase of fixed assets


(184,449
)


(344,345
)Construction in Progress


(1,047,800
)


-Net cash (used in) investing activities


(1,232,249
)


(344,345
)Financing ActivitiesContributions by minority ownership


3,402,073



185,569Proceeds from borrowing


4,709,589



3,092,689(Repayments) from borrowing


(5,392,270
)


(3,013,377
)Proceeds from borrowing from affiliated companies


5,286,529



342,774(Repayments) from borrowing from affiliated companies


(4,365,278
)


(122,978
)Net cash provided by financing activities


3,640,643



484,677Effect of exchange rate changes on cash


836,888



37,392(Decrease) in cash


(311,886
)


(3,476,516
)Cash, beginning of year


3,336,012



5,046,725Cash, end of the period

$
3,024,126


$
1,570,209Supplemental DisclosureCash paid for interest

$
-


$
72,484Cash paid for income taxes

$
-


$
-








See accompanying notes to the consolidated financial statements.





F-3


6








AMIWORLD, INC.


Notes to the Consolidated Financial Statements


June 30, 2010


(Unaudited)





(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization and Nature of Business





Amiworld, Inc. (the “Company”) was incorporated in the State of New York, 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 is on developing its energy and energy related businesses.  The primary divisions of the Company are the operation of a bio-diesel factory in Colombia, the operation of a petroleum refinery in Colombia, and the brokerage of fuel related products.  Additional operations will include the acquisition of oil tankers, and the Company is investigating engaging in oil exploration in Colombia and the development of additional refineries.





In March 2007, the Company acquired a subsidiary, Odin Energy Santa Marta Corporation S.A. (Odin Energy), in a transaction accounted for as a common control acquisition.  The results of operations of Odin Energy have been consolidated with those of Amiworld, Inc. from its inception on November 17, 2006 forward.





In December 2006, we formed a subsidiary, Odin Petroleum, Inc.  We invested $9,500 in exchange for 95% of the company’s shares and JASB of New York Corp., a New York corporation owned by our CEO and President, invested $500 in exchange for 5% of the company’s shares.  The results of operations of Odin Petroleum, Inc. have been consolidated with our operations from its inception on December 11, 2006 forward.





In April 2007, the Company 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 the Company’s 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 is treated as an investment accounted for under the equity method.





Odin Petroil S.A. (Odin Petroil) was incorporated in Colombia on March 6, 2007.  On December 10, 2007, in an acquisition classified as a transaction between parties under common control, Amiworld, Inc. acquired 94.5% of the outstanding shares of Odin Petroil (7,814,772 shares of Amiworld, Inc. were issued for 7,843,500 shares of Odin Petroil), making Odin Petroil a majority owned subsidiary of Amiworld, Inc.





F-4





7


AMIWORLD, INC.


Notes to the Consolidated Financial Statements


June 30, 2010


(Unaudited)





(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)





In December 2007, C.I. Odin Petroleum was incorporated in Colombia and it was capitalized with 200,679,000 pesos (US$98,101) by Odin Petroleum, Inc. in exchange for 200,679 shares (100% of C.I. Odin Petroleum’s stock).  On December 15, 2009, Odin Petroleum, Inc. exchanged 190,644 of its shares for 476,610 shares of Grupo Odin.





On July 23, 2009 Grupo Odin, S.A. was incorporated in Colombia.  On September 7, 2009 Amiworld invested 8,898,000 pesos ($953) in exchange for 9,490 shares (94.96%) of the outstanding shares of Grupo Odin S.A. making Grupo Odin S.A. a majority owned subsidiary of Amiworld.  The results of operations of Amiworld, Inc. and Grupo Odin S.A. have been consolidated from Grupo Odin, S.A.’s inception on July 23, 2009 forward.  During the 4th quarter of 2009 Grupo Odin, S.A. acquired Amiworld’s interest in all of our Colombian subsidiaries in exchange for a controlling interest in Grupo Odin, S.A.  This company is intended to act as a holding company for our Colombian subsidiaries.





On September 30, 2008, Odin ZF, a company which is owned by Mamoru Saito, our CEO, entered into a lease with a purchase option for another refinery in Colombia.  At the same time, Odin Petroil and Odin ZF entered into an agreement to finance this refinery with an option to assume this lease and purchase option.  Odin Petroil suspended this agreement during March 2009 due to complexities involved in the lease/purchase arrangement being done by Odin ZF.  Should circumstances change, Odin Petroil continues to have an option to resume the lease and subsequently acquire this refinery at its option.  Odin Petroil has continued to operate the facility in a management capacity, and during 2009 terms were established, whereby we received a management fee of 300,000,000 pesos monthly (US$145,300).  During the six month periods ended June 30, 2010 and June 30, 2009, Odin Petroil billed fees totaling 1,800,000,000 pesos (US$939,232).  The contract is on a month to month basis and is cancellable by either party upon 30 days written notice.  During the six month period ended June 30, 2010, the cost of operation of this facility was approximately $450,000.  The results of Odin ZF have been consolidated with Amiworld for the six months ended June 30, 2010.





Unaudited Statements





The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.  The financial statements should be read in conjunction with the audited financial statements at December 31, 2009, included in the Company’s annual report on Form 10-K filed with the Commission on April 15, 2010.





F-5





8





AMIWORLD, INC.


Notes to the Consolidated Financial Statements


June 30, 2010


(Unaudited)





(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)





Principles of Consolidation





The accompanying consolidated financial statements include the accounts of Amiworld, Inc. and its majority owned subsidiaries Grupo Odin, S.A, Odin ZF and Odin Petroleum, Inc. All intercompany accounts and transactions have been eliminated in consolidation.





Reclassifications





Certain amounts previously presented for prior periods have been reclassified to conform with the current presentation.  The reclassifications had no effect on net loss, total assets, or total shareholders’ equity.





Estimates





The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.  Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.  Estimates that are critical to the accompanying consolidated financial statements include the identification and valuation of proven and probable reserves, classification of expenditures as either an asset or an expense, valuation of deferred tax assets, and the likelihood of loss contingencies.  Management bases its estimates and judgments on historical experience and on various other factors 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.  Estimates and assumptions are revised periodically and the effects of revisions are reflected in the financial statements in the period it is determined to be necessary.  Actual results could differ from these estimates.





Long-Lived Assets





In accordance with ASC 360-10 “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. The Company has determined that no impairment existed at December 31, 2009 or June 30, 2010.





F-6


9





AMIWORLD, INC.


Notes to the Consolidated Financial Statements


June 30, 2010


(Unaudited)





(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)





Per Share Amounts





ASC 260-10 "Earnings Per Share," provides for the calculation of "Basic" and "Diluted" earnings per share.  Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted-average number of shares outstanding during the period.  Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company, similar to fully diluted earnings per share.  Potentially dilutive securities, such as common stock options, are excluded from the calculation when their effect would be anti-dilutive.  For the interim period ended June 30, 2010, outstanding options to purchase 1,411,500 shares of common stock would have an anti-dilutive effect and were therefore excluded from the calculation.





Fair Value of Financial Instruments





ASC 825, “Disclosures About Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments.  ASC 820, “Fair Value Measurements” (“ASC 820”) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2010.





The respective carrying value of certain on-balance-sheet financial instruments approximate their fair values.  These financial instruments include cash and cash equivalents, accounts payable and accrued liabilities.  Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value, or they are receivable or payable on demand.





Recently Adopted Accounting Standards





The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company.








The Company has recently adopted the following new accounting standards:




















F-7


10





AMIWORLD, INC.


Notes to the Consolidated Financial Statements


June 30, 2010


(Unaudited)





(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)





Subsequent Events - In May 2009, the ASC guidance for subsequent events was updated to establish accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued.  The guidance was amended in February 2010 via ASU No. 2010-09.  The standard sets forth: (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements, and (iii) the disclosures that an entity should make about events or transactions occurring after the balance sheet date in its financial statements.  The amended ASU was effective immediately and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.





Fair Value Measurements – In January 2010, ASU No. 2010-06 amended existing disclosure requirements about fair value measurements by adding required disclosures about items transferring into and out of levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchase, sales, issuances, and settlements relative to level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of disaggregation.  The ASU was adopted during the period ended March 31, 2010, and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.





Consolidations- ASU No. 2009-17 revises the consolidation guidance for variable-interest entities. The modifications include the elimination of the exemption for qualifying special purpose entities, a new approach for determining who should consolidate a variable-interest entity, and changes to when it is necessary to reassess who should consolidate a variable-interest entity. The ASU was adopted during the period ended March 31, 2010 and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.





ASU No. 2010-11 was issued in March 2010, and clarifies that the transfer of credit risk that is only in the form of subordination of one financial instrument to another is an embedded derivative feature that should not be subject to potential bifurcation and separate accounting.  The ASU was adopted during the period ended June 30, 2010 and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.





F-8


11





AMIWORLD, INC.


Notes to the Consolidated Financial Statements


June 30, 2010


(Unaudited)





(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)





Recently Issued Accounting Standards Updates





The following accounting standards updates were recently issued and have not yet been adopted by the Company.  These standards are currently under review to determine their impact on the Company’s consolidated financial position, results of operations, or cash flows.





ASU No. 2010-13 was issued in April 2010, and will clarify the classification of an employee share based payment award with an exercise price denominated in the currency of a market in which the underlying security trades.  This ASU will be effective for the first fiscal quarter beginning after December 15, 2010, with early adoption permitted.





There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.





(2)   NOTES PAYABLE





In July 2008, two of our subsidiary companies, Odin Energy and Odin Petroil, obtained unsecured revolving lines of credit from Bancolombia in the aggregate amounts of 500,000,000 pesos (US$257,929) each. Subsequently, these two subsidiaries have made routine draws and payments pursuant to the terms of this agreement.  At June 30, 2010, Odin Energy had an outstanding loan balance of 538,097,699 pesos (US$280,777) and Odin Petroil had an outstanding loan balance of 548,975,652 pesos (US$286,453).  These lines of credit mature between the date of this report and February 12, 2011.  Interest currently accrues at the rates between 9.02% to 10.18% per annum.





During October 2008, our subsidiary, C.I. Odin Petroleum, entered into an agreement with Bancolombia to allow the company to factor purchase-sale commercial and exchange bills, checks, and other securities for periods generally ranging between 30 to 180 days.  The interest and terms vary based on current bank rates.  As of June 30, 2010 we had an aggregate debt related to this agreement of 1,201,907,475 pesos (US$627,150).





During September 2009, two of our subsidiary companies, Odin Energy and Odin Petroil, obtained loans from Banco GNB Sudameris in the aggregate amounts of 1,000,000,000 pesos (US$515,857) each.  At June 30, 2010, the balance on these loans was 856,829,110 pesos (US$447,089) each.  The maturity dates of these loans have been extended from December 7, 2009 until September 1, 2010 for the Odin Energy loan and September 6, 2010 for the Odin Petroil loan. Interest currently accrues at 11.5% per annum.











F-9


12





AMIWORLD, INC.


Notes to the Consolidated Financial Statements


June 30, 2010


(Unaudited)





(2)   NOTES PAYABLE (Continued)





During November 2009, two of our subsidiary companies, Odin Energy and Odin Petroil, obtained loans from Davivienda in the aggregate amounts of 850,000,000 pesos (US$424,951) each.  These obligations provided for quarterly payments of principal and interest of 226,884,845 pesos (approximately (US$113,429) for each loan.  During March 2010, each company borrowed an additional 200,000,000 pesos (US$102,957) and during June 2010 each company borrowed an additional 200,000,000 pesos (US$101,866).  At June 30, 2010, the balance on these loans was 781,420,969 pesos (US$407,742) each.  These loans mature on March 27, 2011.  Interest currently accrues at 10.69% per annum.





On December 18, 2009, we received a loan in the principal amount of $1,000,000.  On January 14, 2010, we received an additional loan in the principal amount of $100,000.  Both loans accrue interest at the rate of 9.6%.  The loans are not secured and are payable December 18, 2010 and January 14, 2011, respectively.





During May and June 2010, our subsidiary company, Odin Petroil, obtained factoring arrangements with Bancolex in the aggregate amount of 446,663,416 pesos (US$233,067) for the purchase of crude.  At June 30, 2010, the aggregate balance on these loans was 448,627,848 pesos (US$234,092).  These factoring agreements mature between July 30, 2010 and August 25, 2010.  Interest on the factoring arrangements accrues between 9.5% and 9.12%.  These loans have or will be paid pursuant to the payment terms.





On April 15, 2010, our subsidiary company, Grupo Odin, obtained a capital lease from Occident S.A.Compania de Financiamiento for the purpose of constructing tanks on the property adjacent to our property which is owned by Odin Energy Corporation, a Panamanian corporation owned in part by our CEO, Mamoru Saito.  The tanks will be used for the purpose of mixing our products for re-sale by our group.  The total that will be borrowed under the lease is 1,799,194,398 pesos (US$938,811) and the payments due under the lease are 2,274,838 pesos (US$1,187) on May 15, 2010, 5,360,339 pesos (US$2,797) on June 30, 2010, 16,082,932 pesos (US$8,392) from July through December 2010, and 36,137,187 pesos (US$18,851) for January 2011 through December 2015 for a total of 2,271,702,691 pesos (US$1,185,364).  The option to purchase the tanks at the end of the lease is 16,192,749 pesos (US$8,449).  As of June 30, 2010 Grupo Odin had a balance of 1,196,934,764 pesos (US$624,555).





On May 31, 2010, two of our subsidiary companies, Odin Energy and Odin Petroil, obtained loans from Banco de Villas in the amounts of 600,000,000 pesos (US$304,329) and 400,000,000 (US$202,886), respectively.  At June 30, 2010, Odin Energy and Odin Petroil, had a balance of 604,525,000 (US$315,438) and 403,016,667 (US$210,292), respectively.  These loans mature on December 1, 2010.  Interest currently accrues at 9.05% per annum.











F-10


13


AMIWORLD, INC.


Notes to the Consolidated Financial Statements


June 30, 2010


(Unaudited)





(3)RELATED PARTY TRANSACTIONS AND BALANCES





From time to time we have borrowed, loaned, and conducted business with our affiliated entities.  Following is a table of balances owed by us, or to us, as of June 30, 2010 and December 31, 2009:





6/30/2010


12/31/2009Receivable/(Payable) – JASB of New York Corporation

$
(58,850
)

$
297,810Receivable/(Payable) – C.I. JASB Colombia


(371,669
)


1,859,182Receivable/(Payable) – Odin Energy Japan


615,743



(890,967
)(Payable) – Odin Energy Corp.


(56,207
)


—Receivable – Musso’s Captain Table, Inc.


—



17,000Receivable – EBOA, Ltd.


345,206



20,000Receivable – EUBK Stockhouse


8,100



—Receivable – Z International, CA


1,774



1,647Receivable – Great Voyages, Ltd.


3,598



636$
487,695


$
1,305,308





The receivables listed above accrue interest at the rate of six percent (6%) per annum and are due upon demand.  The receivables arose principally out of a need by the company to maintain a 4.5% interest in Grupo Odin in order to maintain the minority ownership required pursuant to Colombia law and avoid the companies dissolutions.  In addition amounts were advanced to C.I. JASB and other entities within the group to continue the advancement of the mix refinery being constructed adjacent to our refinery which Amiworld intends to acquire.  Most of the receivables were settled during the second quarter of 2010 as the entities were able to repay the debts.  The group of affiliated companies is principally owned and controlled by JASB Co., Ltd. and we have received assurances the remaining balances will be returned to the company prior to the end of the third quarter of 2010. The accounts payable listed above carry no stated interest or repayment terms.





On March 24, 2009, the Company entered into a contract with JASB Corporation to allow Amiworld to utilize JASB Corporation’s office staff, office space, and office equipment, among other things for the purpose of aiding Odin Petroleum’s efforts to sell our products.  We paid JASB fees of approximately $237,463 and $115,017 during the six months ended June 30, 2010 and June 30, 2009, respectively.





During April 2010, our subsidiary company, Odin Energy, obtained a capital lease from Occident S.A.Compania de Financiamiento for the purpose of constructing tanks on the property adjacent to our property, owned by Odin Energy Corporation, a Panamanian corporation owned in part by our CEO, Mamoru Saito.  The tanks will be used for the purpose of mixing our products for re-sale by our group.  The tanks are being subleased by Odin Energy Corporation.  The payments on this sublease will be made in the amounts of $1,319 during May 2010, $3,108 during June 2010, $9,324 from July through December 2010, and $20,945 for the period January 2011 through December 2015 for a total of $1,317,071.








F-11


14


AMIWORLD, INC.


Notes to the Consolidated Financial Statements


June 30, 2010


(Unaudited)








(4)   STOCK OPTIONS





The status of our stock option awards is summarized as follows:








Shares


Weighted Average Exercise PriceOutstanding December 31, 2008



1,490,000


$
1.00Granted



-



-Exercised



-



-Cancelled



(78,500
)


-Outstanding December 31, 2009



1,411,500


$
1.00Granted



-



-Exercised



-



-Cancelled



-



-Outstanding June 30, 2010



1,411,500


$
1.00





The following table summarizes information about our options outstanding at June 30, 2010:





Outstanding and exercisable:





Range of Exercise Price


Number Outstanding


Weighted Average Remaining Contractual Life (Years)


Weighted Average Exercise Price$
1.00



1,411,500



3 1⁄2


$
1.00











F-12


15


AMIWORLD, INC.


Notes to the Consolidated Financial Statements


June 30, 2010


(Unaudited)








(5)   CONSTRUCTION IN PROCESS





Effective June 19, 2008, our subsidiary company, Odin Petroil S.A. (“Odin”), entered into an agreement with FISS – Project Development Ltd., Colombia, South America (“FISS”), wherein FISS agreed to upgrade our existing oil distillation tower and to construct an additional oil distillation tower at our oil refinery in Santa Marta, Colombia. The total price payable for this tower was estimated at $8.67 million (US), which was to be payable through the issuance of 800,000 shares of our Common Stock plus cash payments of $4.67 million.  The first phase of this project was completed during the 3rd quarter of 2008 when our existing tower was upgraded to increase our capacity from 30,000 to 45,000 barrels per month.  The second phase of the project was to add a second tower and additional tanks to increase our production by an additional 55,000 barrels per month.  We delayed this expansion and have now modified this plan to allow for a production increase of 175,000 barrels per month.  The expansion will include the construction of a new atmospheric distillation tower with its related accessories, including a Cummins diesel plant, boiler, pumps, and all related electrical and piping.  FISS will also construct three storage tanks, each capable of storing 28,500 barrels of oil, and one storage tank capable of storing 28,500 barrels of diesel fuel. We are negotiating with FISS the final details of this plan and related costs, but we believe the construction will cost approximately $22 million.  To date we have completed the foundations for the tanks and we are working on acquiring material to construct the tanks.  We are presently in a private equity raise of capital in Colombia and we are in the process of securing additional bank financing for this project.  We anticipate the project will be complete within 9 months after obtaining the financing.





(6)   CONCENTRATIONS





As of June 30, 2010 and December 31, 2009, accounts receivable from two customers and one customer accounted for approximately 97.6% and 95.4% of accounts receivable, respectively.





During the six months ended June 30, 2010 and June 30, 2009, two customers and one customer accounted for approximately 90.3% and 66.9% of sales, respectively.





(7)   PRIVATE PLACEMENTS





Between November 3, 2009 and February 3, 2010 Grupo Odin conducted a private placement in Colombia.  During 2009, Grupo Odin issued an aggregate of 2,792,500 Convertible Preferred Shares in consideration for 1,117,000,000 pesos (US$555,061) (approximately $0.20 per share).  During 2010, Grupo Odin issued an aggregate of 2,207,500 Convertible Preferred Shares in consideration for 883,000,000 pesos (US$445,245) (approximately $0.20 per share).  The shares will be converted to Common Shares upon the earlier of the date of record when the shares are registered with the Emitter and Values Register Office of the Financial Superintendence or 180 days from the date of the investment on a one for one basis.





F-13


16


AMIWORLD, INC.


Notes to the Consolidated Financial Statements


June 30, 2010


(Unaudited)





(7)   PRIVATE PLACEMENTS (Continued)





Grupo Odin conducted a private placement of Convertible Preferred Shares in Colombia between March 8, 2010 and April 8, 2010 which raised 5,760,000,000 pesos (US$2,956,828) in exchange for 11,520,000 shares (500 pesos per share).  These Preferred Shares will be converted to Common Shares upon the date the shares are registered with the Emitter and Values Register Office of the Financial Superintendence.  During the three months ended March 31, 2010 Grupo Odin raised an aggregate of 236,000,000 pesos (approx. US$122,263) in exchange for 472,000 shares of Convertible Preferred Stock from this private placement.  During the three months ended June 30, 2010, Grupo Odin raised an aggregate of 5,524,000,000 (US$2,834,565) in exchange for 11,048,000 shares (500 pesos per share).  The Preferred Shares will be converted to Common Shares upon the date the shares are registered with the Emitter and Values Register Office of the Financial Superintendence at a rate of one Common Share for each share of Preferred Stock.





All of these Convertible Preferred Shares are nonvoting and will receive a 13.5% preferred return until they are converted to Common Shares.  This company also plans to pursue a listing on the Bogota stock exchange and pursue a public offering of its securities in Colombia during 2010 for the purpose of expanding the operations of Odin Petroil.





Upon conversion, these shares will dilute our ownership in Grupo Odin from our current 95.2% ownership to 87.4% ownership.





(8)   SUBSEQUENT EVENTS







The Company has evaluated events and transactions that occurred subsequent to June 30, 2010, for possible disclosure or recognition in the consolidated financial statements. The Company has determined that there were no such events or transactions that warrant disclosure or recognition in the consolidated financial statements other than the following:




On July 31, 2010, two of our subsidiary companies, Odin Energy and Odin Petroil, obtained loans from Colmena Bank in the amount of US$250,000 each.  These loans mature on July 1, 2012 and are payable in quarterly installments.  Interest currently accrues at 9.1% per annum.





On July 31, 2010, Odin Petroil, obtained a loan from Occidente Bank in the amount of US$250,000.  This loan matures on July 31, 2011 and is payable in quarterly installments.  Interest currently accrues at 8% per annum.





Since June 30, 2010 through the date of this report, our subsidiary company, Grupo Odin, has sold an additional 412,000 shares of preferred stock (500 pesos per share) for an aggregate of 206,000,000 pesos (US$114,000).  These convertible Preferred Shares will be converted to Common Shares upon the date the shares are registered with the Emitter and Values Register Office of the Financial Superintendence at a rate of one Common Share for each share of Preferred Stock.  These Convertible Preferred Shares are nonvoting and will receive a 13.5% preferred return until they are converted to Common Shares.  Upon conversion along with all of the Grupo Odin preferred shares, these shares will dilute our ownership in Grupo Odin from our current 95.2% ownership to 87.2% ownership.


F-14


17


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





Amiworld, Inc. (“we,” “us,” “our” or the “Company”) was incorporated in the State of New York on October 30, 1998 as Amuru International Inc.  We changed our name on April 28, 1999 by filing an amendment to our certificate of incorporation.  On November 20, 2006, we 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 into Nevada and recapitalizing the Company with a new share structure.





Our primary objective is on developing our energy and energy related businesses.  Our primary divisions include the operation of a bio-diesel plant in Colombia, the operation of a petroleum refinery in Colombia, and the brokerage of fuel related products.  Additional operations will include the acquisition of oil tankers to transport both our products and others.  We are also investigating engaging in oil exploration in Colombia and the development of additional refineries, but do not have any immediate plans to engage in these activities unless and until our current operations begin generating profits on a regular basis.





In December 2006, we formed a subsidiary, Odin Petroleum, Inc.  We invested $9,500 in exchange for 95% of the company’s shares and JASB of New York Corp., a New York corporation owned by our CEO and President invested $500 in exchange for 5% of the company’s shares.  The results of operations of Odin Petroleum, Inc. have been consolidated with our operations from its inception on December 11, 2006 forward.





In March 2007, we acquired a subsidiary, Odin Energy Santa Marta Corporation S.A. (Odin Energy), in a transaction accounted for as a common control acquisition.  The results of operations of Odin Energy have been consolidated with our operations from its inception on November 17, 2006 forward.





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.  The 45% acquisition of Great Voyages is treated as an investment accounted for under the equity method.


18


Odin Petroil S.A. (Odin Petroil) was incorporated in Colombia on March 6, 2007.  On December 10, 2007, in an acquisition classified as a transaction between parties under common control, we acquired 94.5% of the outstanding shares of Odin Petroil  (7,814,772 shares of Amiworld, Inc. were issued for 7,843,500 shares of Odin Petroil), making Odin Petroil a majority owned subsidiary of Amiworld, Inc.





In December 2007 C.I. Odin Petroleum was incorporated in Colombia and it was capitalized with 200,679,000 pesos (US$98,101) by Odin Petroleum, Inc. in exchange for 200,679 shares (100% of C.I. Odin Petroleum’s stock).  On December 15, 2009 Odin Petroleum, Inc. exchanged 190,644 of its shares for 476,610 shares of Grupo Odin.





On July 23, 2009, Grupo Odin, S.A. was incorporated in Colombia.  On September 7, 2009, Amiworld invested 8,898,000 pesos ($953) in exchange for 9,490 shares (94.96%) of the outstanding shares of Grupo Odin S.A. making Grupo Odin S.A. a majority owned subsidiary of Amiworld.  Our results of operations  and Grupo Odin S.A. have been consolidated from Grupo Odin, S.A.’s inception on July 23, 2009 forward.  During the 4th quarter of 2009 Grupo Odin, S.A. acquired all of our Colombian subsidiaries in exchange for a controlling interest in Grupo Odin, S.A.  As a result, this company now is a holding company for our Colombian subsidiaries.





On September 30, 2008 Odin ZF, a company which is owned by Mamoru Saito, our CEO entered into a lease with a purchase option for another refinery in Colombia.  At the same time Odin Petroil and Odin ZF entered into an agreement to finance this refinery with an option to assume this lease and purchase option.  Odin Petroil suspended this agreement during March 2009 due to complexities involved in the lease/purchase arrangement being done by Odin ZF.  Should circumstances change, Odin Petroil continues to have an option to resume the lease and subsequently acquire this refinery at its option.  Odin Petroil has continued to operate the facility in a management capacity and during 2009 terms were established, whereby we received a management fee of 300,000,000 pesos monthly (US$145,300).  During the six month periods ended June 30, 2010 and June 30, 2009 Odin Petroil billed fees totaling 1,800,000,000 pesos (US$939,232).  The contract is on a month to month basis and is cancellable by either party upon 30 days written notice.  During the six month period ended June 30, 2010, the cost of operation of this facility was approximately $450,000.  The results of Odin ZF have been consolidated with Amiworld for the year ended December 31, 2009 and the six months ended June 30, 2010.





As of the date of this Report, we are concentrating our efforts and resources into the operations of our biodiesel plant, petroleum refinery and Odin Petroleum.  If we are successful in this endeavor we will then address the development of the proposed business of Great Voyages.





RESULTS OF OPERATIONS





Comparison of Results of Operations for the three months ended June 30, 2010 and 2009





During the three months ended June 30, 2010 our revenues increased by $21,836,735, from $11,260,780 during the three months ended June 30, 2009 to $33,097,515 during the three months ended June 30, 2010.  This was primarily attributable to increased revenues from our fuel resale operations, which increased by $22,701,782, from $7,702,768 for the three months ended June 30, 2009 to $30,404,550 for the three months ended June 30, 2010.  The increase was due to having five sales during the three months ended June 30, 2010 compared to only having one sale for the three months ended June 30, 2009.  During the three months ended June 30, 2009 our fuel resale operations shipped 120,000 barrels of IFO 380.  During the three months ended June 30, 2010 our fuel resale operations shipped 252,000 barrels of IFO 380 and 15,500 tons of biodiesel.  While no assurances can be made, we believe we will be able to continue to increase revenues from fuel re-sale based on current customers and our current negotiations with potential additional customers.


19


In addition, our revenues from our refinery operations increased by $273,484, from $1,383,450 for the three months ended June 30, 2009 to $1,656,934 for the three months ended June 30, 2010. This increase was attributable to an increase in our average price per barrel of diesel of approximately $37 from approximately $53 in the three months ended June 30, 2009 to approximately $90 per barrel for the three months ended June 30, 2010.  This increase was partially offset by a decline in sales of refined diesel products, which decreased by 7,830 barrels, from 26,321 barrels for the three months ended June 30, 2009, to 18,491 barrels in the three months ended June 30, 2010 (29% decrease).  Our sales from our diesel products are primarily to shipping companies and, as such, we are highly dependent on the timing of ships arriving at the Santa Marta port and our being able to negotiate terms upon their arrival.  Our sales will continue to fluctuate based on the arrival of ships to the port and our ability to negotiate and consummate sales to those shipping companies until such time as we are able to diversify or solidify our customer base.  Our revenues from our biodiesel operations decreased by $1,138,531, from $2,174,562 for the three months ended June 30, 2009 to $1,036,031 for the three months ended June 30, 2010.  This decrease was the result of decreased product sales of 9,604 barrels, from 13,899 barrels during our three months ended June 30, 2009, to 4,295 barrels during our three months ended June 30, 2010 (69% decrease).  We had a decrease in volume because we did not complete sales to any major refineries in 2010 since we could not generate a sufficient markup to justify the sales.  Due to market conditions, the average price we were able to sell our biodiesel increased by approximately $85 per barrel, from approximately $156 during the three months ended June 30, 2009, to approximately $241 during the three months ended June 30, 2010.





Cost of goods sold increased by $22,691,955, from $9,635,993 for the three months ended June 30, 2009 to $32,327,948 during the three months ended June 30, 2010. Specifically, our cost of goods sold for our petroleum re-sale increased by $21,723,393, from $7,423,680 for the three months ended June 30, 2009, to $29,147,073 for the three months ended June 30, 2010, as the result of increased sales. Our cost of goods sold for biodiesel increased by $66,659 from $1,185,285 in the three months ended June 30, 2009 to $1,251,944 during the three months ended June 30, 2010, due to increased production costs and periods of inactivity while we made improvements to our plant to increase efficiency and enable us to process additional feedstock during the three months ended June 30, 2009.  Our cost of goods sold for our petroleum diesel increased by $901,903, from $1,027,028 for the three months ended June 30, 2009 to $1,928,931 for the three months ended June 30, 2010, as the result of increased production costs.





Our gross profit decreased by $855,220, from $1,624,787 (14.4% of sales) during the three months ended June 30, 2009 to $769,567 (2.3% of sales) for the three months ended June 30, 2010.  Our gross profit from our petroleum resell operation increased by $978,389, from $279,088 for the three months ended June 30, 2009 to $1,257,477 for the three months ended June 30, 2010, as a result of having five sales during the three months ended June 30, 2010, compared to only having one sale during the three months ended June 30, 2009. Our gross profit from biodiesel decreased by $1,205,190, from a gross profit of $989,277 for the three months ended June 30, 2009 to a gross loss of $215,913 for the three months ended June 30, 2010, primarily due to increased staffing and increased palm oil prices combined with decreased sales.  Our gross profit from petroleum diesel decreased by $628,419, from a gross profit of $356,422 for the three months ended June 30, 2009 to a gross loss of $271,997 for the three months ended June 30, 2010, primarily as a result of decreased product sales with increased crude costs and production overhead.





20


During the three months ended June 30, 2010, our general and administrative expenses increased by $413,236, from $1,489,773 in the three months ended June 30, 2009 to $1,903,009 in the three months ended June 30, 2010.  Our general and administrative expenses rose in several categories due to the expansion of operations, including but not limited to: (i) wage expense increased by $207,790 due to added staffing for Grupo Odin and staff related to our efforts to enter the oil drilling and production business; (ii) legal, accounting, and professional fees increased by $88,518 primarily due to legal fees associated with our listing efforts in Colombia and Panama; (iii) postage and shipping increased by $14,003; (iv) repairs and maintenance increased by $24,294; (v) office, supply, and miscellaneous increased by $178,723 as a result of general overhead being combined in Grupo Odin; and (vi) advertising, marketing, and public relations increased by $474,650 due to increased commission payments on our Odin Petroleum resale business. Our general and administrative expenses also decreased in several categories due to improvements on our ability to better manage our operations, including but not limited to (i) bank charges decreased by $3,794; (ii) telephone and utilities decreased by $8,628; (iii) travel decreased by $42,411; (iv) rent decreased by $1,631 due to decreased equipment rentals; (v) insurance decreased by $1,308; (vi) research and development decreased by $321,233 as a result of our company not conducting any additional research during 2010; and (vii) production related costs decreased by $217,920 due to the fact we did not have periods of inactivity of our plants during 2010.  During 2009, certain operational costs associated with unused capacity of our biodiesel plant were classified as administrative costs.  During the three months ended June 30, 2010, all operational costs of our biodiesel plant were included as cost of sales.  A summary of our general and administrative expenses is as follows:





Three Months Ended

June 30,2010


2009(Unaudited)


(Unaudited)General and Administrative ExpensesCompensation expense - options

$
74,500


$
74,500Depreciation and amortization


111,341



89,159Legal and professional


233,371



144,853Wage expense


463,889



256,099Supplies, office, and miscellaneous expense


221,870



43,147Telephone and utilities


41,646



50,274Rents


57,435



59,066Bank fees


33,573



37,367Hotel, travel, and entertainment


18,162



60,573Postage and shipping


102,188



88,185Advertising, marketing, and public relations


498,030



23,380Insurance


13,755



15,063Repairs and maintenance


33,249



8,954Research and development


—



321,233Production related costs


—



217,920$
1,903,009


$
1,489,773





Our other income and (expense) changed by $21,587, from an expense of $43,736 for the three months ended June 30, 2009 to an expense of $65,323 for the three months ended June 30, 2010.  This change is attributable to (i) an increase of $58,979 in interest income as a result of the addition of receivables from related parties; (ii) an increase of $71,452 in interest expense as a result of carrying additional debt financing to continue to develop our operations; and (iii) a decrease in miscellaneous income of $9,114.  Miscellaneous income for our three months ended June 30, 2009 consisted of $2,151 in sales of residual fuel products, shipping fees of $5,857, and $2,158 in various fees.  Miscellaneous income in our three months ended June 30, 2010 consisted of $1,052 in sales of residual fuel products.


21





As a result, we generated a net loss of $1,106,367 during the three months ended June 30, 2010 (approximately $.05 per share) compared to net income of $74,582 during the three months ended June 30, 2009 (less than $.01 per share).





Comparison of Results of Operations for the six months ended June 30, 2010 and 2009





During the six months ended June 30, 2010, our revenues increased by $37,193,441, from $15,613,231 during the six months ended June 30, 2009 to $52,806,672 during the six months ended June 30, 2010.  This was primarily attributable to increased revenues from our fuel resale operations, which increased by $37,173,880, from $10,440,200 for the six months ended June 30, 2009 to $47,614,080 for the six months ended June 30, 2010.  The increase was due to having eight sales during the six months ended June 30, 2010, compared to only having two sales for the six months ended June 30, 2009. During the six months ended June 30, 2009 our fuel resale operations shipped 182,500 barrels of IFO 380.  During the six months ended June 30, 2010 our fuel resale operations shipped 389,000 barrels of IFO 380 and 24,000 tons of biodiesel.  While no assurances can be made, we believe we will be able to continue to increase revenues from fuel re-sale based on current customers and our current negotiations with potential additional customers.





In addition, our revenues from our biodiesel operations increased by $81,907, from $2,482,610 for the six months ended June 30, 2009 to $2,564,517 for the six months ended June 30, 2010.  This increase was due to an increase in the average price we were able to sell our biodiesel which increased by approximately $31 per barrel from approximately $151 per barrel during the six months ended June 30, 2009 to approximately $182 per barrel during the six months ended June 30, 2010.  Our product sales decreased by 2,378, barrels from 16,478 barrels during our six months ended June 30, 2009 to 14,100 during the six months ended June 30, 2010.  Our revenues from our refinery operations decreased by $62,346, from $2,690,421 for the six months ended June 30, 2009 to $2,628,075 for the six months ended June 30, 2010. This decrease was attributable to a decline in sales of refined diesel products, which decreased by 23,892 barrels, from 51,296 barrels for the six months ended June 30, 2009 to 27,404 barrels in the six months ended June 30, 2010 (47% decrease).  The decrease was largely offset by an increase of the average price per barrel of diesel of approximately $44, from approximately $52 in the six months ended June 30, 2009 to approximately $96 in the six months ended June 30, 2010.  Our sales from our diesel products are primarily to shipping companies and, as such, we are highly dependent on the timing of ships arriving at the Santa Marta port and our being able to negotiate terms upon their arrival.  Our sales will continue to fluctuate based on the arrival of ships to the port and our ability to negotiate and consummate sales to those shipping companies until such time as we are able to diversify or solidify our customer base.





Cost of goods sold increased by $38,083,930, from $13,589,679 for the six months ended June 30, 2009 to $51,673,609 during the six months ended June 30, 2010.  Specifically, our cost of goods sold for our petroleum re-sale increased by $35,722,086, from $9,917,690 for the six months ended June 30, 2009 to $45,639,776 for the six months ended June 30, 2010, as the result of increased sales. Our cost of goods sold for biodiesel increased by $1,388,543 from $1,515,971 in the six months ended June 30, 2009 to $2,904,514 during the six months ended June 30, 2010, due to increased sales and periods of inactivity while we made improvements to our plant to increase efficiency and enable us to process additional feedstocks during the six months ended June 30, 2009.  Our cost of goods sold for our petroleum diesel increased by $973,301, from $2,156,018 for the six months ended June 30, 2009 to $3,129,319 for the six months ended June 30, 2010, as the result of increased production costs.





22


Our gross profit decreased by $890,489 from $2,023,552 (2.1% of sales) during the six months ended June 30, 2009 to $1,133,063 (13% of sales) for the six months ended June 30, 2010.  Our gross profit from our petroleum resell operation increased by $1,451,794, from $522,510 for the six months ended June 30, 2009 to $1,974,304 for the six months ended June 30, 2010, as a result of having eight sales during the six months ended June 30, 2010 compared to only having two sales during the six months ended June 30, 2009. Our gross profit from biodiesel decreased by $1,306,636, from a gross profit of $966,639 for the six months ended June 30, 2009 to a gross loss of $339,997 for the six months ended June 30, 2010, primarily due to increased staffing and palm oil prices combined with increased sales.  Our gross profit from petroleum diesel decreased by $1,035,647, from a gross profit of $534,403 for the six months ended June 30, 2009 to a gross loss of $501,244 for the six months ended June 30, 2010, primarily as a result of decreased product sales with increased crude costs and production overhead.





During the six months ended June 30, 2010, our general and administrative expenses increased by $276,738, from $2,849,517 in the six months ended June 30, 2009 to $3,126,255 in the six months ended June 30, 2010.  Our general and administrative expenses rose in several categories due to the expansion of operations, including but not limited to: (i) wage expense increased by $289,245 due to added staffing for Grupo Odin and staff related to our efforts to enter the oil drilling and production business; (ii) rent increased by $14,457 due to the addition of administrative office rentals; (iii) legal, accounting, and professional fees increased by $75,461 primarily due to legal fees associated with our listing efforts in Colombia and Panama; (iv) postage and shipping increased by 3,747; (v) repairs and maintenance increased by $38,522; (vi) office, supply, and miscellaneous increased by $105,602 as a result of general overhead being combined in Grupo Odin; and (vii) advertising, marketing, and public relations increased by $622,598 due to increased commission payments on our Odin Petroleum resale business. Our general and administrative expenses also decreased in several categories due to improvements on our ability to better manage our operations, including but not limited to (i) bank charges decreased by $50,635; (ii) telephone and utilities decreased by $26,403; (iii) travel decreased by $75,974; (iv) insurance decreased by $1,370; (v) research and development decreased by $528,356 as a result of our company not conducting any additional research during 2010; and (ix) production related costs decreased by $217,920 due to the fact we did not have periods of inactivity of our plants during 2010.  During 2009, certain operational costs associated with unused capacity of our biodiesel plant were classified as administrative costs.  During the six months ended June 30, 2010, all operational costs of our biodiesel plant were included as cost of sales.  A summary of our general and administrative expenses is as follows:





Six Months Ended

June 30,2010


2009(Unaudited)


(Unaudited)General and Administrative ExpensesCompensation expense - options

$
149,000


$
149,000Depreciation and amortization


205,343



177,579Legal and professional


458,118



382,657Wage expense


725,430



436,185Supplies, offices, and miscellaneous expense


261,845



156,243Telephone and utilities


81,433



107,836Rents


133,930



119,473Bank fees


61,757



112,392Hotel, travel, and entertainment


59,837



135,811Postage and shipping


124,392



120,645Advertising, marketing, and public relations


774,238



151,640Insurance


26,255



27,625Repairs and maintenance


64,677



26,155Research and development


—



528,356Production related costs


—



217,920$
3,126,255


$
2,849,517





23


Our other income and (expense) changed by $126,685, from an expense of $28,686 for the six months ended June 30, 2009 to an expense of $155,371 for the six months ended June 30, 2010.  This change is attributable to (i) an increase of $138,956 in interest income as a result of the addition of receivables from related parties; (ii) an increase of $231,532 in interest expense as a result of carrying additional debt financing to continue to develop our operations; and (iii) a decrease in miscellaneous income of $34,109.  Miscellaneous income for our six months ended June 30, 2009 consisted of $29,996 in sales of residual fuel products, shipping fees of $11,195, and $2,213 in various fees.  Miscellaneous income in our six months ended June 30, 2010 consisted of $6,946 in sales of residual fuel products, shipping fees of $1,078, and $1,271 in various fees.





As a result, we generated a net loss of $1,989,853 during the six months ended June 30, 2010 (approximately $.09 per share) compared to a net loss of $836,467 during the six months ended June 30, 2009 (approximately $.04 per share).





Liquidity and Capital Resources





At June 30, 2010, we had $3,024,126 in cash.  At June 30, 2010, we had accounts receivable of $13,796,547.  This represents an increase of $7,992,678 from December 31, 2009 when we had a balance of $5,803,869 in our accounts receivable.  This change was primarily related to sales from Odin Petroleum, Inc. to one customer in the amount of $6,800,000 which occurred on June 18, 2010 and to another customer in the amount of $6,233,592 on June 25, 2010.  Both receivables were subsequently collected in July 2010.  The timing was due to the product being FOB at shipping point, but not being payable until received at destination per contract terms.  Our normal terms range from cash upon delivery to 30 days depending on the customer’s history and credit.  Typically 90% to 95% of our customers pay within this date range unless we have made arrangements to the contrary.  We had no receivable write offs during the periods covered in this report or since we commenced operations.





Historically, we have engaged in limited debt financing through affiliated companies.  While there is no relevant written agreement, we have an ongoing ability to borrow funds on an as-needed basis.  Following is a table of balances owed by us, or to us, as of June 30, 2010 and December 31, 2009:





6/30/2010


12/31/2009Receivable/(Payable) – JASB of New York Corporation

$
(58,850
)

$
297,810Receivable/(Payable)  – C.I. JASB Colombia


(371,669
)


1,859,182Receivable/(Payable) – Odin Energy Japan


615,743



(890,967
)(Payable) – Odin Energy Corp.


(56,207
)


—Receivable – Musso’s Captain Table, Inc.


—



17,000Receivable – EBOA, Ltd.


345,206



20,000Receivable – EUBK Stockhouse


8,100



—Receivable – Z International, CA


1,774



1,647Receivable – Great Voyages, Ltd.


3,598



636$
487,695


$
1,305,308





24


The receivables listed above accrue interest at the rate of six percent (6%) per annum and are due upon demand.  The receivables arose principally out of a need by the company to maintain a 4.5% interest in Grupo Odin in order to maintain the minority ownership required pursuant to Colombia law and avoid the companies’ dissolutions.  In addition amounts were advanced to C.I. JASB and other entities within the group to continue the advancement of the mix refinery being constructed adjacent to our refinery which Amiworld intends to acquire.  Most of the receivables were settled during the second quarter of 2010 as the entities were able to repay the debts.  The group of affiliated companies is principally owned and controlled by JASB Co., Ltd. and we have received assurances the remaining balances will be returned to the company prior to the end of the third quarter of 2010. The accounts payable listed above carry no stated interest or repayment terms.





We believe we will be able to obtain additional loans or receive repayments 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 be determined on a case-by-case basis to coincide with our and our affiliates’ cash reserves and abilities 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.





In July 2008, two of our subsidiary companies, Odin Energy and Odin Petroil, obtained unsecured revolving lines of credit from Bancolombia in the aggregate amounts of 500,000,000 pesos (US$257,929) each. Subsequently, these two subsidiaries have made routine draws and payments pursuant to the terms of this agreement.  At June 30, 2010, Odin Energy had an outstanding loan balance of 538,097,699 pesos (US$280,777) and Odin Petroil had an outstanding loan balance of 548,975,652 pesos (US$286,453).  These lines of credit mature between the date of this report and February 12, 2011.  Interest currently accrues at the rates between 9.02% to 10.18% per annum.





During October 2008, our subsidiary, C.I. Odin Petroleum, entered into an agreement with Bancolombia to allow the company to factor purchase-sale commercial and exchange bills, checks, and other securities for periods generally ranging between 30 to 180 days.  The interest and terms vary based on current bank rates.  As of June 30, 2010 we had an aggregate debt related to this agreement of 1,201,907,475 pesos (US$627,150).





During September 2009 two of our subsidiary companies, Odin Energy and Odin Petroil, obtained loans from Banco GNB Sudameris in the aggregate amounts of 1,000,000,000 pesos (US$515,857) each.  At June 30, 2010, the balance on these loans was 856,829,110 (US$447,089) each.  The maturity dates of these loans have been extended from December 7, 2009 until September 1, 2010 for the Odin Energy loan and September 6, 2010 for the Odin Petroil loan.  Interest currently accrues at 11.5% per annum.





During November 2009, two of our subsidiary companies, Odin Energy and Odin Petroil, obtained loans from Davivienda in the aggregate amounts of 850,000,000 pesos (US$424,951) each.  These obligations provided for quarterly payments of principal and interest of 226,884,845 pesos (approximately ($US113,429) for each loan.  During March 2010 each company borrowed an additional 200,000,000 pesos (US$102,957) and during June 2010 each company borrowed an additional 200,000,000 pesos (US$101,866).  At June 30, 2010, the balance on these loans was 781,420,969 (US$407,742) each.  These loans mature on March 27, 2011.  Interest currently accrues at 10.69% per annum.





On December 18, 2009, we received a loan in the principal amount of $1,000,000.  On January 14, 2010, we received an additional loan in the principal amount of $100,000.  Both loans accrue interest at the rate of 9.6%.  The loans are not secured and are payable December 18, 2010 and January 14, 2011, respectively.


25





On April 15, 2010, our subsidiary company Grupo Odin obtained a capital lease from Occident S.A.Compania de Financiamiento for the purpose of constructing tanks on the property adjacent to our property which is owned by Odin Energy Corporation, a Panamanian corporation owned in part by our CEO, Mamoru Saito.  The tanks will be used for the purpose of mixing our products for re-sale by our group.  The total that will be borrowed under the lease is 1,799,194,398 pesos (US$938,811) and the payments due under the lease are 2,274,838 pesos (US$1,187) on May 15, 2010, 5,360,339 pesos (US$2,797) on June 30, 2010, 16,082,932 pesos (US$8,392) from July through December 2010, and 36,137,187 pesos (US$18,851) for January 2011 through December 2015 for a total of 2,271,702,691 pesos (US$1,185,364).  The option to purchase the tanks at the end of the lease is 16,192,749 pesos (US$8,449).  As of June 30, 2010 Grupo Odin had a balance of 1,196,934,764 pesos (US$624,555).





During May and June 2020 our subsidiary company, Odin Petroil, obtained a factoring arrangements with Bancolex in the aggregate amount of 446,663,416 pesos (US$233,067) for the purchase of crude.  At June 30, 2010, the aggregate balance on these loans was 448,627,848 pesos (US$234,092).  These factoring agreements mature between July 30, 2010 and August 25, 2010.  Interest on the factoring arrangements accrues between 9.5% and 9.12%. These loans have or will be paid pursuant to the payment terms.





On May 31, 2010, two of our subsidiary companies, Odin Energy and Odin Petroil, obtained loans from Banco de Villas in the amounts of 600,000,000 pesos (US$304,329) and 400,000,000 (US$202,886), respectively.  At June 30, 2010, Odin Energy and Odin Petroil, had a balance of 604,525,000 (US$315,438) and 403,016,667 (US$210,292), respectively.  These loans mature on December 1, 2010.  Interest currently accrues at 9.05% per annum.





In July 2009, we formed Grupo Odin, S.A., a Colombian corporation (“Grupo Odin”), which was formed for the purpose of acting as a holding company for two of our subsidiary companies, Odin Energy and Odin Petroil, including our refining operations in Colombia.  During the 4th quarter of 2009 we assigned Odin Energy, Odin Petroil, and C.I. Odin Petroleum into Grupo Odin.  Thereafter, also during the 4th quarter of 2009, we commenced a private placement for a limited number of preferred shares of Grupo Odin in order to meet the minimum holdings of private ownership required by Colombian law and to raise additional capital for our expansion efforts of Odin Petroil.





Between November 3, 2009 and February 3, 2010, Grupo Odin conducted a private placement.  During 2009 Grupo Odin issued an aggregate of 2,792,500 Convertible Preferred Shares in consideration for 1,117,000,000 pesos (US$555,061) (approximately $0.20 per share).  Between January 1, 2010 and February 3, 2010, Grupo Odin issued an aggregate of 2,207,500 Convertible Preferred Shares in consideration for 883,000,000 pesos (US$445,245) (approximately $0.20 per share).  The Preferred Shares will be converted to Common Shares upon earlier of the date of record when the shares are registered with the Emitter and Values Register Office of the Financial Superintendence or 180 days from the date of the investment on a one for one basis.





On July 31, 2010, Odin Energy and Odin Petroil obtained loans from Colmena Bank in the amount of US$250,000 each.  These loans mature on July 1, 2012 and are payable in quarterly installments.  Interest currently accrues at 9.1% per annum.  On July 31, 2010, Odin Petroil obtained a loan from Occidente Bank in the amount of US$250,000.  This loan matures on July 31, 2011 and is payable in quarterly installments.  Interest currently accrues at 8% per annum.





26


Since June 30, 2010 through the date of this report, Grupo Odin has sold an additional 412,000 shares of preferred stock (500 pesos per share) for an aggregate of 206,000,000 pesos (US$114,000).  These convertible Preferred Shares will be converted to Common Shares upon the date the shares are registered with the Emitter and Values Register Office of the Financial Superintendence at a rate of one Common Share for each share of Preferred Stock.  These Convertible Preferred Shares are nonvoting and will receive a 13.5% preferred return until they are converted to Common Shares.  Upon conversion along with all of the Grupo Odin preferred shares, these shares will dilute our ownership in Grupo Odin from our current 95.2% ownership to 87.2% ownership.





Grupo Odin conducted a private placement of Convertible Preferred Shares in Colombia between March 8, 2009 and April 8, 2009 which raised 5,760,000,000 pesos (US$2,956,828) in exchange for 11,520,000 shares (500 pesos per share).  These Preferred Shares will be converted to Common Shares upon the date the shares are registered with the Emitter and Values Register Office of the Financial Superintendence.  During the three months ended March 31, 2010 Grupo Odin raised an aggregate of 236,000,000 pesos (approx. US$122,263) in exchange for 472,000 shares of Convertible Preferred Stock from this private placement.  During the three months ended June 30, 2010, Grupo Odin raised an aggregate of 5,524,000,000 (US$2,834,565) in exchange for 11,048,000 shares (500 pesos per share).  The Preferred Shares will be converted to Common Shares upon the date the shares are registered with the Emitter and Values Register Office of the Financial Superintendence at a rate of one Common Share for each share of Preferred Stock.  All of these Preferred Shares are nonvoting and will receive a 13.5% preferred return until they are converted to Common Shares.  This company also plans to pursue a listing on the Bogota stock exchange and pursue a public offering of its securities in Colombia during 2010 for the purpose of expanding the operations of Odin Petroil.





We continue to seek out equity capital in order to expand the operations of Odin Petroil, as well as to expand and acquire additional refineries.  However, because of the slow-down in the capital markets our efforts have not been successful in the US thus far.  It is for this reason that we are exploring overseas capital markets that have been more receptive to our efforts as described above.





We believe that we have sufficient funds available from these fund raising efforts, as well as from our operations, to allow us to be able to continue to develop our business plan over the next 12 months and in the foreseeable future.  Our objective in 2010 is to begin expansion of our petroleum refinery from 45,000 barrels per month to 231,000 barrels per month.  If we are successful in increasing production accordingly and are able to increase sales to absorb this increased production, we believe that we will generate a profit from operations during our fiscal year ended December 31, 2010.  There are no assurances that these factors will occur or that we will generate profits during our fiscal year ended December 31, 2010.  We expect to raise additional equity in the future in order to provide the financing for the expansion of our current refineries and to increase marketing efforts. There are no assurances that we will be successful in these efforts.  Failure to raise additional capital may have a negative impact on our results of operation.





27


Critical Accounting Policies and Estimates





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 ASC 840-10, 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.





Revenue Recognition – In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for the revenue stream of the Company:





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





Foreign currency translation – Our functional currency is United States dollars and the functional currency of our subsidiaries is Colombia pesos.  The operations of our subsidiaries are translated into U.S. dollars in accordance with ASC 830-10, 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.





We and our subsidiaries translate foreign currency transactions into the Company’s 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.





Stock-based compensation– The Company records compensation expense for the fair value of stock options that are granted.  Expense is recognized on a pro-rata basis over the vesting periods, if any, of the options.  The fair value of stock options is estimated using the Black-Scholes option pricing model.





28


Recent Accounting Pronouncements





In May 2009, the ASC guidance for subsequent events was updated to establish accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued.  The guidance was amended in February, 2010.  The update sets forth: (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements, and (iii) the disclosures that an entity should make about events or transactions occurring after the balance sheet date in its financial statements.  The Company adopted the updated guidance in 2009.  The adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.





In January 2010, ASU No. 2010-06 amended existing disclosure requirements about fair value measurements by adding required disclosures about items transferring into and out of levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchase, sales, issuances, and settlements relative to level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of disaggregation.  The ASU was adopted during the period ended March 31, 2010, and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.





ASU No. 2009-17 revises the consolidation guidance for variable-interest entities. The modifications include the elimination of the exemption for qualifying special purpose entities, a new approach for determining who should consolidate a variable-interest entity, and changes to when it is necessary to reassess who should consolidate a variable-interest entity. The ASU was adopted during the period ended March 31, 2010 and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.





ASU No. 2010-11 was issued in March 2010, and clarifies that the transfer of credit risk that is only in the form of subordination of one financial instrument to another is an embedded derivative feature that should not be subject to potential bifurcation and separate accounting.  The ASU was adopted during the period ended June 30, 2010 and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.





Recently Issued Accounting Standards Updates





The following accounting standards updates were recently issued and have not yet been adopted by the Company.  These standards are currently under review to determine their impact on the Company’s consolidated financial position, results of operations, or cash flows.





ASU No. 2010-13 was issued in April 2010, and will clarify the classification of an employee share based payment award with an exercise price denominated in the currency of a market in which the underlying security trades.  This ASU will be effective for the first fiscal quarter beginning after December 15, 2010, with early adoption permitted.





There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.





Inflation





Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the six months ended June 30, 2010.





29


Off-Balance Sheet Arrangements





We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.





Trends





Our primary business over the next 12 months will be the continued expansion and operation of our biodiesel plant and oil refinery.  Both of our plants are currently operational.  We are currently continuing to build our supply and customer bases.





In addition, we are also exploring the possibility of developing additional refineries, including other refineries in coastal cities in Colombia.  We have developed what we consider to be a strong working relationship with the government in Colombia and have learned about the various aspects of developing refineries in that country.  We believe that it  therefore makes economic sense for us to consider expansion in this area.





We are also exploring the possibility of engaging in limited oil exploration activities in Colombia in order to reduce our crude costs and secure future sources of crude for our operations.  These proposed operations are expected to be offset locations to existing wells in order to minimize risk.  However, as of the date of this report we are in the discussion phase only and no definitive decisions on this matter have been made.





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 and will be implemented in conjunction with the implementation of production of our biodiesel fuel plant and petroleum refinery and the possible corresponding need to ship our end product.  We are working on plans to purchase or lease vessels in the future.  We have delayed this plan until market conditions warrant the addition of ships. It is anticipated that ships will be acquired in the 500 to 2,000 ton class.





30


We have not been able to achieve a listing of our Common Stock on a U.S. national exchange despite the fact that we believe we meet the listing requirements.  We also have not been able to raise capital in the U.S. due to what we believe to be poor economic conditions in the U.S., restrictive credit markets, and other excessive conditions imposed by U.S. firms.  We also believe a bias towards South American investments and the makeup of our shareholder base will make it difficult, if not impossible, to develop a market for our stock and to raise capital in the future in the U.S.  We also believe existing regulations and having the headquarters located in the U.S. is creating an excessive cost burden that will increase in the future as additional regulations are passed and existing regulations begin to take effect.  As such, we believe it is necessary to make a change in order to develop the company in the future.  As of the date of this report we are moving forward with plans to reincorporate to Panama so that we can pursue a listing of our Common Stock on the Panama Stock Exchange.  Additionally our plans include relocating our headquarters to Panama.  To date we have registered our securities with the Panama National Securities Commission (“NSC”) and upon reincorporation we will submit our application to trade our Common Stock on the Panama Stock Exchange. Based upon preliminary conversations we expect approval during the third calendar quarter of 2010.  We have established relationships with multiple investment banking firms and private investors in Panama to raise additional equity capital. To date we have been successful in our attempts to raise equity capital in Panama through our affiliated company, Odin Energy Corporation.  We believe that reincorporating in Panama will provide us with continued future opportunities to raise capital in order to continue to enhance our current operations from markets that are more suitable to our industry and geographical location.  The reincorporation is expected to take place prior to the end of the third calendar quarter of 2010.  At that time we will file with the SEC to deregister and discontinue our reporting requirements under the Securities Exchange Act and continue reporting under the securities laws of Panama.  Through the date of reincorporation we have and will continue to file our existing SEC reports with the NSC.  After reincorporation we will file under NSC regulations.  The reporting requirements under the NSC include an annual filing titled IN-A, quarterly filings titled IN-T and Relevant Events which is for reporting material changes between filings.  Copies of these reports will be available to our shareholders, regardless of where they reside.





ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





We are a smaller reporting company and are not required to provide the information under this item pursuant to Item 305(e) of Regulation S-K.





ITEM 4T.                    CONTROLS AND PROCEDURES





Disclosure Controls and Procedures-Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.





These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.





Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2010, at the reasonable assurance level.


31





We believe that our consolidated unaudited financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.





Inherent Limitations -Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all error 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. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.





Changes in Internal Control over Financial Reporting – There were no changes in our internal control over financial reporting during the three month period ended June 30, 2010, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.








PART II.  OTHER INFORMATION





ITEM 1.                      LEGAL PROCEEDINGS





To our knowledge, there are no material legal proceedings by or against us, either pending or contemplated.





ITEM 1A.                   RISK FACTORS





We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.








ITEM 2.                      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None





ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES





None





32


ITEM 4.                      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.





None





ITEM 5.                      OTHER INFORMATION





None





ITEM 6.                      EXHIBITS





31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350





33


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.





AMIWORLD, INC.Dated:  August 20, 2010
By: s/Mamoru Saito

Mamoru Saito, Chief Executive OfficerDated:  August 20, 2010
By: s/David Garin

David Garin, Chief Financial Officer