Die Rakete von Frick zündet tatsächlich - 500 Beiträge pro Seite

[DonnieVie]

...hat er es doch wieder hingekriegt. Sogar einen
US Wert, der sich mit Aufbereitung von Diesel beschäftigt,
fast auf den vorhergesagten Tag genau zu pushen.
Weiss jemand nähere Hintergründe zu dieser Aktie?

[jojobada]

ja ich!

Überkauft und zu heiß gelaufen!

[Thunderboldt]

komm doch in den thread 953042.da steht schon einiges.
ich bin der meinung da wird noch ne ordentliche überraschung kommen. die umsätze ziehen täglich an. ich bin der meinung, dass hier durchaus gewinne im dreistelligen prozentbereich möglich sind.

[austrostocks]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


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Form 8-K
Current Report



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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2005

O2DIESEL CORPORATION

(Exact name of registrant as specified in its charter)
Commission file number: 000-32217



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Delaware 91-2023525
(State of incorporation) (I.R.S. Employer Identification No.)

100 Commerce Drive, Suite 301
Newark, DE 19713
(Address of principal executive offices) (Zip Code)

[phone]
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))



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SECTION 1- REGISTRANT’S BUSINESS AND OPERATIONS


Item 1.01 Entry into a Material Definitive Agreement

The disclosure required to be provided herein is incorporated by reference to Item 3.02 below.

SECTION 3 — SECURITIES AND TRADING MARKET


Item 3.02 Unregistered Sales of Equity Securities

On January 24, 2005, O2Diesel Corporation (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with a non-US based investment firm to sell 2,857,143 shares of its common stock at a purchase price of $0.70 per share in a private placement, for total proceeds of $2,000,000, less $160,000 in commissions and other related transaction costs. As part of the sale, the Company will also issue warrants to purchase 1,428,571 shares of common stock at an exercise price of $0.70 per share if exercised within twelve months of issuance and $1.05 if exercised thereafter. The warrants expire two years after the date of issuance. The purchaser’s obligation to purchase the shares is subject to the Company satisfying certain conditions. The Company anticipates that this financing will close within 60 days.

As part of the transaction, the Company has agreed to sell up to an additional $3 million of its common stock to this investor at a 10% discount to the market price of the shares at the time of purchase. Warrant coverage of 50% will be included as part of this sale. The exercise price of the warrants will be 100% of the purchase price if exercised within 12 months of issue and 150% of the purchase price thereafter. The warrants expire two years after issuance. The purchaser’s right to purchase the additional shares expires six months after the date of closing of the initial private placement.

The common stock and the warrants will be issued to the accredited investor in a transaction that will be exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated under the Securities Act.

A copy of the Company’s January 24, 2005 Press Release announcing the Subscription Agreement, is filed hereto as exhibit to this report and is incorporated herein by reference.

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SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS


Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:


Exhibit No. Description
99.1 Text of Press Release, issued by O2Diesel Corporation on January 24, 2005.

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S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

O2DIESEL CORPORATION

By: /s/ Alan R. Rae
Alan R. Rae
President and Chief Executive Officer

Date: January 28, 2005

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Exhibit 99.1

Press Release

O2Diesel Secures up to $5 Million of Additional Funding

NEWARK, DE, Jan. 24, 2005 (MARKET WIRE via COMTEX) — O2Diesel Corporation (AMEX: OTD) announced today that it had entered into a subscription agreement with a non-US based investment firm to sell 2,857,143 shares of its common stock at a purchase price of $0.70 per share in a private placement, for total proceeds of $2,000,000, less commissions. As part of the sale, the Company will also issue warrants to purchase 1,428,571 shares of common stock at an exercise price of $0.70 per share if exercised within twelve months of issuance and $1.05 if exercised thereafter. The warrants expire two years after the date of issuance. The purchaser’s obligation to purchase the shares is subject to the company satisfying certain conditions. The company anticipates that this financing will close within 60 days.

As part of the transaction, the company has agreed to sell up to an additional $3 million worth of its common stock to this investor at a 10% discount to the market price of the shares at the time of purchase by the investor. Warrant coverage of 50% will be included as part of this sale. The exercise price of the warrants will be 100% of the purchase price if exercised within 12 months of issue and 150% of the purchase price thereafter. The warrants expire two years after issuance. The purchaser’s right to purchase the additional shares expires six months after the date of closing of the initial private placement.

The securities offered by O2Diesel Corporation have not been and will not when issued be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.

More About O2Diesel: The Company and Its Fuel Technology

O2Diesel Corporation (AMEX: OTD) is a pioneer in the commercial development of a cleaner-burning diesel fuel alternative that provides exceptional performance and environmental qualities for centrally fueled fleets and off-road equipment of all kinds. Engineered and designed for universal application, O2Diesel™ is an ethanol-diesel blend that substantially reduces harmful emissions without sacrificing power and performance. Extensive independent and government-recognized laboratory and in-use field tests have demonstrated the effectiveness of O2Diesel™ — the introduction of this cost-effective, cleaner-burning diesel fuel is now underway in the United States and other global markets. For more information please refer to www.o2diesel.com.

Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding O2Diesel Corp’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the most recently ended fiscal year. “O2Diesel” is a trademark of O2Diesel Corp.

COMPANY CONTACT:

Alan Rae
President & CEO
O2Diesel Corporation
302-266-6000
[e-mail]

SOURCE: O2Diesel Corporation






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End of Filing

© 2005 | EDGAR Online, Inc.

[baer140574]

Na und????

Was willst damit sagen????

[TradingChancen]

das sehe ich wie jojoba: klar überkauft nach 8 Plustagen in Folge - ich würd versuchen schleunigst rauszukommen

[austrostocks]

genau das hier:

On January 24, 2005, O2Diesel Corporation (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with a non-US based investment firm to sell 2,857,143 shares of its common stock at a purchase price of $0.70 per share in a private placement, for total proceeds of $2,000,000, less $160,000 in commissions and other related transaction costs. As part of the sale, the Company will also issue warrants to purchase 1,428,571 shares of common stock at an exercise price of $0.70 per share if exercised within twelve months of issuance and $1.05 if exercised thereafter. The warrants expire two years after the date of issuance. The purchaser’s obligation to purchase the shares is subject to the Company satisfying certain conditions. The Company anticipates that this financing will close within 60 days.

also, die option kann innerhalb von 60 tage ausgeübt werden. preis: 0,7 USD pro aktie.
bei ausübung der warrant-option innerhalb von 12 monaten ebenfalls 0,7 USD per share.
nach ablauf der frist: 1,05 USD per share.

[baer140574]

Keine Stücke hergeben!!!!!!!!

[koehler6920]

Ja das ist echt Wahnsinn, was der Frick immer wieder entdeckt. Ich war auf dem Seminar in Wien und dort hat er die Aktie von O2 bei 70 Cent empfohlen. Ich nutze alle Frick Medien und fahre damit super. Werde auch auf das Seminar nach Frankfurt nächsten Sonntag gehen, denn dort hat er wieder eine neue Kursrakete dabei. Ich habe jetzt seit drei Wochen die EMail Hotline abonniert und die Abokosten nach 1 Woche wieder bezahlt gehabt. Ich handle aber nur mit 6000€ und hatte für ein Jahr gebucht. Bei O2 hatte er am Dienstag gesagt, dass sie ab Donnerstag steigen wird und er hatte recht. Ich weiß jetzt beschimpfen mich alle wieder, aber er hat recht und ich verdiene viel Geld mit ihm und da ist es mir wert , dass mich jetzt irgendwelche Neider beschimpfen. Geht doch einfach mal auf ein Seminar und überzeugt euch selbst, denn es ist echt gut ! Ich denke alle die ihn beschimpfen kennen ihn nicht.

Gruß

Koehler

[Thunderboldt]

Ich gebe auch nicht eine einzige Aktie weg. da kommt noch viel mehr.

viel Erfolg!!

[baer140574]

Bin deiner Meinung S A B I N E !!!

LG
BÄR!!!!!!!!!!

[occan]

frick hat ein kursziel von 2 euro erstmal und da soll sie bei 1,04 überkauft sein nächste woche gehts ab

[austrostocks]

es ist ja nicht mein geld und ich vergönne jedem von euch, dass er mit dieser aktie reich wird.


nur eine frage sei gestattet: nehmt ihr eigentlich eine aktie unter die lupe, bevor ihr investiert????
oder genügt eine werbung auf ntv???

zb: wisst ihr, dass das dem unternehmen das delisting an der amex droht??? -- siehe sec-filling 18.1.2005?

dass institutionelle anleger verkaufsabsichten bei der sec-commission gemeldet haben???
-Oct-04 RANK GROUP
50,000 Planned Sale $80,0001
16-Aug-04 WESTERN ETHANOL CO LLC
16,388 Planned Sale $24,5821
11-Aug-04 WESTERN ETHENOL CO LLC
147,495 Planned Sale $221,2421
3-Aug-04 SORRENTO INVESTMENT GROUP
36,418 Planned Sale $54,6271

und habt ihr euch auch schlau gemacht, wer die mitbewerber sind. zb: BP

gut. es gibt auch positives zu sagen, siehe vertrag mit der stadt lincoln in den usa.
und der kurs ist auch weit vom top entfernt.

wie gesagt. niemand will ein investment madig machen. ihr solltet nur recherchieren und nicht alles glauben, was ein gewisser herr aus kulmbach sagt.
good trades

[Aurum]

So sieht die Zukunft für o2 aus, Freunde!! Eine seiner letzten "Raketen"

[austrostocks]

die taktik ist ja eine sehr einfache.

phase eins: suche einer marktengen aktie, eines "fallen angels" oder einer aktie, die der breiten anlegerschar bisher nicht aufgefallen ist.

phase zwei: einkauf= kurs geht einige prozente nach oben.

phase drei: push auf breiter front= anlegerschar springt auf.

phase vier: wert ist xx-prozent gestiegen, push wird verstärkt.

phase fünf: verkauf der in phase zwei gekauften stücke mit xx-prozent gewinn. nächster wert wird gesucht.

das sind die spielregeln. wer disziplin hat, kann da schon mitfahren. wichtig ist nur, rechtzeitig den absprung zu schaffen. im klartext: sell the rallye.

good trades

[occan]

mein gott ist kindergarten noch nicht schluss, ist ja schlimm , nicht kinder bla bla zählt sondern fakten und die sind nächste woche dann zu sehen !!!!!!!!!!!!!!!

[driwag]

!

Dieser Beitrag wurde vom System automatisch gesperrt. Bei Fragen wenden Sie sich bitte an [e-mail]

[rich59]

der kurs wird ja sowieso in usa gemacht
und ich bin dabei 2euro ziel
die hier wiederum wie in jedem thread alles in frage stellen, wollen nur wieder billig rein, aber der zug fährt ab!!!!!!!!!!!!!!!!!!!!!
rich

[austrostocks]

jemand hat um fakten ersucht:
Item 1. Description Of Business

(a) Form and Year of Organization; Recent Exchange Offer Transaction

O2 Diesel Corporation (“O2Diesel” or the “Company”) is a development stage company and has developed a proprietary additive product designed to improve the performance of distillate liquid transportation fuels by facilitating the addition of ethanol as an oxygenate to these fuels. To date, the Company’s operations have been primarily focused on raising capital, performing product tests and demonstrations and bringing its product to market.

O2Diesel Corporation’s predecessor, Dynamic Ventures, Inc., was incorporated in the State of Washington on April 24, 2000. Dynamic Ventures, Inc. changed its name to O2 Diesel Corporation effective June 10, 2003, in contemplation of the reverse acquisition of AAE Technologies International Plc (“AAE”). On July 15, 2003, O2Diesel Corporation acquired all of the issued and outstanding share capital of AAE in exchange for 17,847,039 shares of its common stock (the “Offer”). As a result of this transaction, the former shareholders of AAE acquired control of the combined companies. The acquisition of AAE has been accounted for as a capital transaction followed by a recapitalization as AAE was considered to be the accounting acquirer. Accordingly, the consolidated financial statements of AAE are now treated as the base financial statements of O2 Diesel Corporation for all periods presented.

In conjunction with the Offer, the Company completed a private placement of its common stock whereby it issued 3,333,333 shares of common stock at $1.50 per share. Of the $5.0 million raised, approximately $800,000 was used to pay the costs of the reverse acquisition and private placement, $1.0 million was used to repay a bridge loan that was made in contemplation of the transaction, and the balance of $3.2 million is being used to fund the ongoing developmental activities of the Company.

Subsequent to the Offer and during 2003, the Company undertook an effort to raise an additional $3.5 million through a follow-on private placement. As of December 31, 2003, the Company received subscriptions for 754,900 shares of its common stock at $1.50 per share. Subsequent to December 31, 2003 and through the date of these financial statements, the Company received additional subscriptions for 330,884 shares at $1.50 per share.

(b) Business of O2Diesel

Principal Products and Markets:

O2Diesel has developed a proprietary additive product designed to improve the performance of distillate liquid transportation fuels by facilitating the addition to these fuels of ethanol, which is an oxygenate. More specifically, the Company’s core product, O2D05, is a fuel additive that can be made from soybean oil, other vegetable oils, or animal fats. The additive stabilizes and enhances the blending of fuel grade ethanol with diesel fuel. Blending O2D05 with ethanol and various grades of diesel fuel in turn creates a proprietary clean burning fuel called O2Diesel™. Extensive testing in the laboratory and in real world trials has been carried out on O2D05 and O2Diesel™. These tests have demonstrated that the use of the fuel by itself or in combination with other emissions control devices can produce significant and verifiable reductions in emissions. As an example, test data from a wide range of tests has shown the following reductions in emissions:

• Up to a 70% reduction in visible smoke;

• Up to a 46% reduction in particulate matter;

• Up to a 30% reduction in carbon monoxide; and

• Up to a 6% reduction of oxides of nitrogen.


By way of background, fuel ethanol has been blended with gasoline for over 25 years in the U.S. and even longer in Brazil, with the combined benefits of improving air quality, reducing the use of petroleum based fuels and stimulating the demand for agricultural products. Because of the incompatibility of diesel fuel and ethanol in a stand-alone environment, it has not been practical to combine ethanol and diesel fuel. The Company’s product, O2D05, is a blend of diesel fuel and ethanol that requires little change to either the delivery systems for transportation fuels or to the infrastructure of vehicles and equipment that may use the new fuel. As an example, O2D05 may be “splash blended” with ethanol and diesel to create O2Diesel™.

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Table of Contents

The Company has identified the U.S., Canada and Brazil as our first target markets. O2Diesel’s strategy, with the support and resources of our commercial partners, is to create end-user demand from large, centrally fueled on and off-road fleets of diesel fuel users.

Potential customers in the U.S. and Canada include:

• Urban truck and delivery fleets;

• Construction equipment fleets;

• Mobile or stationary power generators;

• Railroads;

• Municipal transit authorities (public and private);

• Government fleets (municipal, state, and federal);

• School buses;

• Military (non-tactical) vehicles; and

• Port logistical equipment.


The U.S. market for diesel fuel is large and growing. It has been estimated by the International Energy Agency that the current use of diesel fuel in the U.S. now exceeds 59 billion gallons per annum, of which it is believed that centrally fueled fleets use in excess of 16 billion gallons annually.

Basic to the success of the Company’s sales program is the availability of abundant supplies of fuel grade ethanol. According to statistics compiled by the Renewable Fuels Association, seven new ethanol plants were completed in the U.S. in 2003 bringing the number of ethanol plants located throughout 19 states in the U.S. to 72. For 2003, U.S. domestic ethanol plants produced approximately 2.8 billion gallons of ethanol and had the capacity to produce about 3.1 billion gallons. Production capacity is predicted to rise to 5 billion gallons by 2005, according to a January 2003 study conducted by the California Energy Commission. At present, the Company does not anticipate any supply problems in securing sufficient amounts of ethanol for sales in the U.S. and Canada.

The Company has been active in Brazil for nearly three years in laying the groundwork for the introduction of our product to the Brazilian market. Brazil is one of the pioneers in the use of ethanol and has a long history of manufacturing ethanol as a by-product from the production of sugar. Due to the low cost and availability of ethanol, Brazil’s transportation sector has used large amounts of this renewable fuel for the last three decades. Fuel ethanol has become an important fuel in Brazil due to its positive effects on the creation of jobs in the sugar industry and as a means of reducing the country’s dependence on imported diesel fuel, of which Brazil is a net importer. Moreover, both the government and the sugar producers have sought various means to increase the demand for sugar and sugar derivatives. We believe that the foregoing factors make Brazil a good market for the commercial introduction of our products.

As a means of launching O2D05 and O2Diesel™, the Company has formed an alliance with a large commodities trading firm in Brazil that specializes in trading sugar and alcohol.

According to recent market studies, approximately 8.2 billion gallons of diesel fuel are consumed by Brazil’s transport sectors. As in the U.S. market, O2Diesel will initially target centrally fueled fleets for trucks and buses as our first customers. Consumption of diesel fuel by these fleets is estimated to be about 2.5 billion gallons on an annual basis. More specifically, the first customers for O2Diesel’s product are anticipated to be truck fleets of the companies that own and operate sugar plantations and sugar/alcohol mills.

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To summarize, the potential customers for launching O2Diesel™ include the following:

• Trucks – sugar / alcohol mills

• Trucks – transport companies; and

• Buses – large municipalities.


Later, the Company will seek to widen its market to include:

• Trucks – non-transport companies, and

• Buses – intercity.


In the U.S. and Canada, the Company expects to distribute our product, O2D05, directly to jobbers. “Jobbers” is a fuel industry term for companies that have a supply infrastructure that facilitates the purchase, blending, storage and delivery of fuel, which may include O2Diesel™. After completing the blending process, jobbers will sell O2Diesel™ to their customers. Jobbers will be responsible for delivery of the fuel using their own transportation fleets, common carriers or fuel trucks of their customers.

For the U.S., Canada and Brazil, the Company intends to sell O2Diesel™ to large centrally fueled fleets of vehicles and equipment, where the user has its own refueling infrastructure. In these cases, the Company must arrange to deliver O2Diesel™ to the customer’s central fueling location. In limited situations, O2D05 by itself may be sold to central fleet type customers, but in these cases, the customer must have the proper facilities to blend diesel fuel with fuel grade ethanol and additive. In most situations, the Company will be responsible for delivery of the final fuel, O2Diesel™, to large fleet users. To accomplish this, the Company will need to establish a reliable network of suppliers of ethanol and transportation services, and in limited situations, suppliers of diesel fuel. For this type of customer, the methods of distribution will be substantially the same for the U.S., Canada and Brazil, with the exception that there are only a few companies in Brazil that deliver petroleum fuels to the end users. Thus, the Company will have fewer choices in establishing a distribution infrastructure for Brazilian sales.

Competitive business conditions and position in the marketplace :

In general, competition to the O2Diesel technology may be split into three categories:

1. ethanol-diesel blended fuel technologies (e-diesel);

2. exhaust after treatment technologies; and

3. “other” fuels.


Within the first category of e-diesel fuel technologies, there are a number of competitor companies that have or are attempting to develop fuel additives to compete with O2D05. Based on limited market information, the Company believes that, even though some of the competing technologies are owned by larger and better financed corporations, none of the technologies are as advanced as that of O2D05. Moreover, the Company believes that due to the higher blend ratios of the competing additives to that of O2D05, most of the competitors’ e-diesel fuels may be more expensive than O2Diesel™. Other cost effective diesel fuel additive technologies such as detergents and metallic combustion improvers are still subject to significant regulatory issues that may affect their commercial viability.

Various exhaust after treatment technologies are available in the marketplace to reduce emissions. Many of these technologies that may compete with O2Diesel™ are designed for use on new vehicles, and, as such, may take in excess of 5 years to have an impact on emissions over a large vehicle population. In addition, these technologies have higher implementation costs including the cost of vehicle retrofits, which may also be expensive. The Company does not view exhaust after treatment technologies as being in direct competition to O2Diesel™. Moreover, the Company intends to explore testing and working with one or more manufacturers of these technologies to confirm whether additional benefits can be achieved when the two technologies are used together.

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Other fuels include Ultra-Low Sulfur Diesel (“ULSD”) and bio-diesel. Beginning in mid-2006 the diesel fuel specifications for the U.S. will change to require the use of ULSD for all on-highway use. ULSD is defined as having less than 15 parts per million sulfur, and this low level is necessary to allow exhaust after treatment technologies to work effectively. ULSD is more expensive than regular diesel and is in limited supply in the U.S. because of a lack of refinery capacity. ULSD is available mostly in California, Texas and the Northeast. The Company believes that our product, O2Diesel™, may also work effectively with ULSD in a manner that enhances the benefits of exhaust after treatment technologies. As a long-term strategy, the Company believes that we should work with refiners and distributors of ULSD as a means of broadening the market for O2Diesel™.

Bio-diesel is a biomass-derived fuel similar in composition and performance to “conventional” low sulfur diesel. It has been designated by the Department of Energy as an “alternative fuel” and is mostly sold as a 20vol% blend with regular diesel fuel. Bio-diesel has some excellent fuel characteristics, but it also has a number of significant drawbacks that make it unlikely this fuel will become widely used. Among bio-diesel’s drawbacks are its cost, lack of availability and limited emissions benefits.

Below is a table which gives a brief overview of the advantages and disadvantages of the broad ranges of technologies that may be considered as competing technologies. (This summary is not intended to be inclusive of all competing technologies.)



Lower Emissions
Options Advantages Disadvantages

Bio-diesel Renewable content Variable quality, low availability and high price

Exhaust after
Treatment
Technology Effective; may be required for 2007 model vehicles High cost, owner resistance and most must be used in conjunction with ULSD

Ultra Low Sulfur
Diesel No alteration to infrastructure; Enables after-treatment technology; Important long-term player Long lead in time; low availability and more expensive than regular diesel

Gas to Liquid & Fischer Tropsch Clean base and low cost materials High cost, long lead time and price volatility

Hydrogen Gas/Fuel
cells Ultra clean vehicles Still at early research stage

Diesel-Water
emulsions Reduces both PM and NOx Poor fuel stability, reduced power and high cost

In Brazil, there are both domestic and foreign companies seeking to develop an ethanol diesel blending additive, but the Company believes that none of these potential competitors are very far advanced in perfecting their respective technologies.

Sources and availability of raw materials :

O2Diesel has a cooperation agreement with Cognis Deutschland GmbH (“Cognis”) for the manufacture and marketing of the Company’s additive globally. Cognis has manufacturing facilities in each country in which we intend to sell our product. According to Cognis, these plants have sufficient capacity to produce enough product to allow us to meet our budgeted sales for the United States, Canada and Brazil for the next twelve months. While the information for O2D05 is proprietary in nature, Cognis has informed the Company that Cognis does not anticipate there will be any shortages of raw material over the next twelve months.

Dependence on one or a few major customers :

As of the end of 2003, the Company was in the development stage. We reported sales of only $12,204 in 2003. Beginning in 2004, we expect to begin selling our products in commercial volumes. Only then will the Company start to develop the necessary customer profile to affirmatively state that we will not be dependent on just one or even a few major customers. However, given the usage of diesel fuel in the Company’s target markets, U.S., Canada and Brazil, the drive of local and national governments to press for cleaner air

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legislation, and the need for our potential customers to comply with legislative requirements to use cleaner burning fuels, the Company believes it is unlikely that we will be dependent in any of our target markets on one or even a few large customers. Notwithstanding the foregoing, we have no sales history and cannot know for certain what our likely customer base will be or if one will develop at all.

It is possible that the logistics of distributing O2Diesel™ may cause the Company to be dependent on a few large companies. For example, in Brazil, the fuel distribution network is very concentrated among a few very large companies. Thus, it is possible that the Company could become dependent on one or two large distributors for the sale of O2Diesel™ in Brazil.

Patents/Trademarks :

As part of our cooperation agreement with Cognis, we and Cognis are the joint owners of all patents covering both the use and composition of O2D05. Patent applications have been filed in twelve countries for O2D05, including the U.S., Canada, Brazil, and Europe. For this purpose, Europe is counted as one country. As such, the patent application for Europe covers 20 countries, including the more populous countries of the U.K., France, Germany, Italy and Spain. The patent applications for the U.S. Brazil and Canada are pending. All legal costs associated with preparing, filing and administering the jointly owned patents are shared equally by the Company and Cognis. As part of the strategy of protecting our intellectual property position, the Company also has a number of patents that have been issued that relate to the predecessor technology of O2D05. As a strategic measure, the Company continues to fund all costs necessary to maintain these patents.

The Company has filed trademark registration applications in the U.S. and the European Union for a mark which includes the words and numbers O2Diesel as well as a figurative logo of the words.

Government Approvals :

In the U.S., O2Diesel™ is subject to regulation at the federal, state and local levels. In addition, organizations such as the American Society for Testing & Material (“ASTM”) and the National Conference on Weights & Measures (“NCWM”) set uniform industry product quality standards and test methods which are often adopted by legislative bodies and regulatory agencies.

These laws and regulations can and do change and these changes may favor or disfavor one product over another. This is particularly true in the case of incentives that are either available or are becoming available for the expanded use of cleaner-burning fuels like O2Diesel™ or other emissions reduction technologies.

In the U.S., O2Diesel is in the process of obtaining the necessary regulatory approvals at various levels of government. At the federal level, the primary regulatory body from which the necessary approvals are required is the U.S. Environmental Protection Agency (“EPA”) which, among other things, regulates the on-highway use of motor fuels. The process of becoming a registered fuel for on-highway use is complex, costly and time-consuming. In 2003, O2Diesel completed a substantial portion of the process leading to registration when an independent laboratory completed all testing necessary to demonstrate that O2Diesel™ met the EPA’s “Tier 1” Health Effects Testing requirements. There is a second battery of test protocols required to comply with the EPA’s “Tier 2” Health Effects requirements. It is unclear whether the Tier 2 tests will have to be completed. If Tier 2 testing is required, completing all of the test protocols could require substantial expense. In general, Tier 1 tests are designed to measure and confirm emissions data and their effects on human health. Tier 2 tests are intended to measure the same factors but to a much greater degree and in a more thorough manner.

Pending satisfaction of the EPA’s Health Effects Testing requirements, O2Diesel™ may be sold for on-highway use under the grant of a broad EPA “experimental fuel” waiver from the on-highway fuel/fuel additive registration requirement.

States set strict requirements for the sale and distribution of motor fuels, and provide certain incentives for the use of cleaner-burning fuels. States provide disincentives for “dirtier” fuels, often in the form of monetary penalties. With the exception of the State of California, which is permitted to set stricter state standards, all state motor fuel regulations are ultimately governed by EPA policies set forth in the Clean Air Act.

In 2003, O2Diesel achieved regulatory recognition (known as “verification”) in California granted by the Air Resources Board (“ARB”) for O2Diesel™ as an “alternative diesel fuel,” thus making the fuel eligible for state and local incentives. During this same period, the Division of Measurement Standards (“DMS”) of the California Department of Food & Agriculture designated O2Diesel™ as a “developmental engine fuel” which is a requirement for a fuel to be marketed legally in the state if it lacks an ASTM specification. O2Diesel™ does

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not have an ASTM specification. As a condition to permitting the sale of O2Diesel™ in California, the ARB mandated, among other things that, in the case of storage or use of O2Diesel™, fuel storage tank vents, vehicle tank vents and fill openings must be fitted with flame arrestors.

In Canada, there are fewer limits or restrictions on the introduction of new motor fuel products like O2Diesel™, despite the fact that the key federal regulatory agencies — Environment Canada and Natural Resources Canada — tend to follow the general policies set by the United States. One important quasi-governmental organization that serves a regulatory control function is the Canadian General Standards Board (“CGSB”), which works in a manner similar to ASTM. Fuels sold in Canada on a widespread basis will ultimately be subject to an industry and government consensus-based product specification. The Company is actively working with CGSB and other agencies to meet those requirements. Across Canada and among the provinces, various tax and other incentives are in place to encourage the expanded production and use of biomass-based transportation fuels.

O2Diesel™ may be sold in Canada without obtaining any further approvals as long as sales are limited to centrally fueled fleets.

Various governmental approvals are required to sell O2Diesel™ in Brazil. These approvals are administered by two Brazilian agencies – ANP and IBAMA. ANP is the National Fuel Regulation Agency and IBAMA is the National Environment Protection Agency. Approvals are needed from both agencies before O2Diesel™ may be sold in Brazil. The Company has been advised that obtaining the approvals is neither costly nor time consuming. The Company plans to submit applications to each agency in April 2004 and we believe we may obtain approval in approximately two months. Prior to receiving these approvals, we may only sell our additive product to the sugar millers in Brazil.

Effect of existing or probable governmental regulations :

Regulations may affect new motor fuel products by raising barriers to entry (thus keeping out untested products that lack proof of claims for performance) or by providing incentives for products that help achieve public policy goals.

O2Diesel began an intensive testing program in 1999 which will continue through 2004. For the most part, this testing is designed to provide proof to federal, state and local regulatory bodies that O2Diesel™ has a positive impact in reducing emissions that contribute to ground-level ozone in urban areas, and that it will reduce toxic particulate matter emissions. These same agencies may provide incentives for the use of such products in cases where the benefits of using the products can be verified (see California ARB discussion, above).

Regulations for motor fuels may have the effect of limiting competition from products that cannot prove their claims to regulators, while giving others that can an advantage in the marketplace. Moreover, the availability of federal, state and local incentives to encourage the use of verified products helps make O2Diesel™ a cost-effective fuel for fleets seeking to comply with tougher new air quality regulations. As an example of some of these incentives, the U.S. government permits a reduction in excise tax for diesel fuel blended with ethanol, provided that ethanol makes up at least 10% of the blended fuel. Texas allows a motor fuel tax reduction for the use of ethanol. If used in the mandated proportions, O2Diesel™ may qualify for these tax reductions.

The Company is not aware of any incentives for the use of its additive or fuel in Brazil.

Estimate of the amount of time spent during each of the last two fiscal years on research and development activities :

O2Diesel has an agreement with Cognis for the joint development of co-solvency additive products as well as the joint ownership of patents covering such products. Under the terms of this agreement, O2Diesel is not required to incur any research and development expenditures, but we are required to share equally in all of the legal costs to prepare, file and maintain all patent applications and issued patents.

Costs and effects of complying with environmental laws :

O2Diesel is faced with very few costs for it to comply with environmental laws and regulations. However, we have incurred substantial costs in carrying out tests to demonstrate that the use of our product will enable

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customers to comply with environmental laws and regulations. In the case of O2Diesel™, many of the tests required by the U.S. government have been funded by governmental appropriations. In 2003 alone, O2Diesel spent about $160,000 to complete Tier 1 tests, of which approximately 80% was funded by government appropriations. For a more detailed description of government appropriations, see note 3 to the Financial Statements on page F-9. An additional $170,000 was incurred by the Company to obtain our California ARB verification, but none of this cost was funded by government appropriations or grants. In 2004, the Company’s testing budget may reach $2.0 million to obtain both ARB and EPA verification for the broadest possible array of engine families and uses, combined in some cases with state-of-the-art exhaust after treatment technologies. The Company believes that approximately 80% of the costs to conduct these tests may be funded by appropriations from U.S. government agencies such as the Department of Energy and the Department of Defense.

O2Diesel has participated in tests in Canada with various government and quasi-government agencies to verify the emissions of our product in bus fleets as well as for use with diesel exhaust after treatment technologies.

The Company anticipates having to incur about $120,000 for various tests in Brazil during 2004 to insure that the use of O2Diesel™ conforms to the country’s environmental laws and regulations.

Employees :

O2Diesel has 15 employees, all of whom are employed on a full-time basis. As of the date of this report, the Company had 12 full-time employees in the U.S. and 3 full-time employees in Brazil.

(c) Reports to Security Holders:

We are currently subject to the reporting requirements of the Securities Exchange Act, and we file periodic reports including annual Form 10-KSB and quarterly Form 10-QSB, and other information with the Securities and Exchange Commission (the “SEC”). In addition, we will upon request, furnish shareholders with annual reports containing audited consolidated financial statements certified by our independent accountants and interim reports containing unaudited consolidated financial information. We will provide without charge to each person who receives a copy of this Form 10-KSB, upon written or oral request, a copy of any information that is incorporated by reference in this Form 10-KSB (not including exhibits to the information that is incorporated by reference unless the exhibits are themselves specifically incorporated by reference). Such request should be directed to O2Diesel Corporation, Attention: Investor Relations, 100 Commerce Drive, Suite 301, Newark, DE 19713, telephone [phone]. Our web site is www.o2diesel.com.

For further information with respect to us, reference is made to all other reports and information that we have filed with the SEC, which may be inspected and copied at the public reference facilities of the SEC in Washington D.C. Copies of such material can be obtained from the Public Reference Section of the SEC, 450 Fifth Street, NW, Washington, D.C. 20549, telephone 1-800-SEC-0330, at prescribed rates and are available on the World Wide Web at http://www.sec.gov. The SEC maintains information on this web site regarding reports, proxy and information statements and other information pertaining to issuers that file electronically with the SEC. Visitors to the site may access such information by searching the EDGAR database on the SEC’s web site.



Item 2. Description of Property

O2Diesel owns no real property. We rent 4,950 square feet of office space located at 100 Commerce Drive Suite 301, Newark, Delaware, 19713 under a five-year lease entered into in December 2003. This space serves as the corporate headquarters of the group. The aggregate cost of this office space over the lease term is $392,875, plus common area charges that will be billed annually to the Company.

In the first quarter of 2004, we rented office space of about 650 square feet in Sao Paulo, Brazil under a lease with a term of 18 months. In addition, the Company has rented an office in Rio de Janeiro located in the offices of the Brazilian company that owns 25% of O2Diesel’s Brazilian subsidiary.

The Company owns office equipment that cost approximately $115,000 and test equipment costing about $53,000, for a total of $168,000. Test equipment acquired in 2003, which cost about $51,000, was used in conjunction with carrying out a series of tests funded by U.S. government appropriations. However, under the terms of the contract, the cost of capital equipment must be borne by the Company. During 2003, the

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Company acquired $91,600 of office furniture and equipment, of which about $65,000 was acquired in December 2003 when we moved to our new rented office facility in Newark, Delaware. The office furniture and fixtures acquired in 2003 consisted of computers and other related equipment and normal office furniture.



Item 3. Legal Proceedings

O2Diesel is not a party to any legal proceedings as of the date of this report.



Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to the stockholders during the fourth quarter of the year ended December 31, 2003.



PART II



Item 5. Market for Common Equity and Related Stockholder Matters

Market Information :

Effective May 16, 2001, the Company’s shares of common stock were accepted for quotation on the National Association of Securities Dealers Over-the-Counter Bulletin Board (“OTC-BB”) quotation service. The Company’s common stock now is identified by the symbol “OTOD.OB”

The quotations shown below reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Per share common stock bid prices by quarter for the fiscal years ended December 31, 2003 and December 31, 2002:



Quarter Ended High (1) Low (1)
December 31, 2003 $ 3.71 $ 3.35
September 30, 2003(2) 3.52 1.20
June 30, 2003 1.20 1.01
March 31, 2003 1.20 1.15
December 31, 2002 1.95 1.15
September 30, 2002 1.25 1.15
June 30, 2002 1.95 1.50
March 31, 2002 1.95 1.85

(1) Source of Information: Reuters
(2) First quarter ended after July 15, 2003 Transaction with AAE Technologies International Plc.


Holders Of Common Equity :

As of March 26, 2004, there were 28,969,772 shares of our common stock outstanding, held by 203 stockholders of record.

Dividends ;

To date, we have not paid any dividends on our common stock and we do not expect to declare or pay any dividends on our common stock in the foreseeable future. Payment of dividends will depend upon our future earnings, if any, our financial condition, and other factors as deemed relevant by the Board of Directors.

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Recent Sales of Unregistered Securities :

As part of the Offer, the Company undertook to raise an additional $3.5 million through a follow-on private placement of our common stock (the “Follow-On Private Placement”). As of March 26, 2004, 1,085,784 shares have been subscribed to under the Follow-On Private Placement and the Company has collected proceeds totaling $1,364,175. The common stock offered in the Follow-On Private Placement was not publicly offered and instead was sold to private investors. There was no underwriter involved in the Follow-On Private Placement. The sales of common stock under the Follow-On Private Placement that were completed in non-U.S. transactions were exempt from registration pursuant to Regulation S promulgated under the Securities Act of 1933. The sales of common stock under the Follow-On Private Placement to accredited U.S. investors were exempt pursuant to Regulation D promulgated under the Securities Act of 1933.

As disclosed in our current report on Form 8-K filed with the SEC on March 12, 2004 and incorporated herein by reference, the Company filed a Certificate of Designation with the Secretary of State of the State of Washington defining the rights of holders of O2Diesel Series A 0% Convertible Preferred Stock, par value $.0001 (“Series A Preferred Stock”). Pursuant to a Convertible Preferred Stock Purchase Agreement between the Company and the purchaser named therein (the “Series A Purchaser”) dated as of March 3, 2004, the Company issued to the Series A Purchaser, 800,000 shares of Series A Preferred Stock. The offering resulted in gross proceeds to the Company, prior to the deduction of fees and commissions, of approximately $3,200,000. The sale of the Series A Preferred Stock was exempt from registration pursuant to Regulation S promulgated under the Securities Act of 1933.

The Series A Preferred Stock is convertible into the Company’s common stock at a variable conversion ratio which is the lesser of (a) $4.00 as adjusted as provided in the Series A Certificate of Designation (the “Series A Fixed Conversion Price”) or (b) eighty percent (80%) of the lowest closing bid price for the Common Stock in the ten business days preceding the date of conversion, but, in no case, less than 50% of the Series A Fixed Conversion Price. In no event will the Series A Purchaser receive more than approximately 4,395,604 nor less than 2,000,000 shares of the Company’s common stock upon conversion of the Series A Preferred Stock. The Series A Preferred Stock is subject to a two-year restriction on transfer. The Series A Preferred Stock Certificate of Designation and the Convertible Preferred Stock Purchase Agreement with the Series A Purchaser are filed as exhibits to this report and incorporated herein by reference.

On March 12, 2004, the Company filed a Certificate of Designation with the Secretary of State of the State of Washington defining the rights of holders of O2Diesel Series B 0% Convertible Preferred Stock, par value $.0001 (“Series B Preferred Stock”). Pursuant to a Convertible Preferred Stock Purchase Agreement between the Company and the purchaser named therein (the “Series B Purchaser”) dated as of March 29, 2004, the Company issued to the Series B Purchaser, 750,000 shares of Series B Preferred Stock. The offering resulted in gross proceeds to the Company, prior to the deduction of fees and commissions, of approximately $3,000,000. The sale of the Series B Preferred Stock was exempt from registration pursuant to Regulation S promulgated under the Securities Act of 1933.

The Series B Preferred Stock is convertible into the Company’s common stock at a variable conversion ratio which is the lesser of (a) $3.65 as adjusted as provided in the Series B Certificate of Designation (the “Series B Fixed Conversion Price”) or (b) eighty percent (80%) of the lowest closing bid price for the Common Stock in the ten business days preceding the date of conversion, but, in no case, less than 50% of the Series B Fixed Conversion Price. In no event will the Series B Purchaser receive more than approximately 4,109,589 nor less than 2,054,795 shares of the Company’s common stock upon conversion of the Series B Preferred Stock. The Series B Preferred Stock is subject to a two-year restriction on transfer. The Series B Preferred Stock Certificate of Designation and the Convertible Preferred Stock Purchase Agreement with the Series B Purchaser are filed as exhibits to this report and incorporated herein by reference.



Item 6. Plan Of Operation

Business Plan :

The Company is classified as a development stage company as shown on our audited consolidated financial statements for the year ended December 31, 2003. In 2004, the Company expects to begin the sale of O2D05 additive and O2Diesel™ in sufficient volumes to cause the Company’s status as a development stage company. During 2004, we intend to devote our efforts to generating sales to our targeted customers in the U.S., Canada and Brazil, as well as improving our logistics network for the delivery of our products. In addition, we will continue a series of product tests and demonstrations that relate directly to our sales efforts and to the needs of our targeted customers.

United States and Canada:

Initially, our focus for the U.S. and Canada is to target key geographical areas and specific diesel markets based upon:

• Current and projected size of diesel fuel consumption;

• High-population centers under strict air quality regulations;

• Large concentrations of urban-based, centrally fueled fleets of trucks and buses;

• Off-road construction equipment;

• Diesel equipment used by Port facilities and in large-scale mining operations; and

• Marketing opportunities centered on public policy and positive environmental image.


In the U.S., O2Diesel’s initial sales and marketing efforts will be focused on the states of Texas and California, as well as the northeastern states of New York, New Jersey and Connecticut. Taken together, these three

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areas account for about one-third of all diesel fuel used in the U.S. In Canada, we intend to concentrate our efforts on the country’s large population centers in the Eastern and Western provinces. Our sales force will identify potential customers that fit the profile for use of O2Diesel products. In addition, our marketing partner, Octel-Starreon will assist us in our sales efforts, and will also provide laboratory and other technical assistance, including a quality control function.

In selling into the U.S. and Canadian markets, the Company faces several challenges, almost all centered around the logistics of delivering O2Diesel™ to potential customers. O2Diesel has devised a parallel strategy to meet these challenges.

Under the first element of our strategy, we intend to sign distribution agreements with major jobbers, who in turn have centrally fueled fleets as their customers. We have signed distribution agreements with two jobbers in California. O2Diesel plans to sell additive to the jobbers and assist them in purchasing ethanol by either locating ethanol suppliers or purchasing and reselling ethanol to them. O2Diesel plans to have the jobbers blend the additive and ethanol with diesel and then sell O2Diesel™ to their customers. O2Diesel’s sales force and technical staff will work jointly with a jobber and the jobber’s customers to assist in the transition from the use of regular diesel fuel to O2Diesel™. A key part of working with each customer will be to provide safety and training materials covering the use of the fuel. In addition, O2Diesel’s technical staff plans to work closely with each customer in the process of purchasing and installing flame arrestors in all customer vehicles. In some cases, O2Diesel will be responsible for sourcing and installing the flame arrestors and in other cases the Company will have an oversight role.

As part of the second leg of O2Diesel’s strategy, O2Diesel’s sales force, working with Octel, plans to market and sell O2Diesel™ directly to companies, government municipalities and others that operate large centrally fueled fleets. These may include large truck and bus fleets, construction and mining companies as well as port facilities, railroads, agricultural users, and the military. In these cases, O2Diesel will likely be responsible for all logistics required to deliver O2Diesel™ to the customer. To achieve this end, O2Diesel intends to work with fuel distributors that have the ability to blend diesel fuel, ethanol and additive for delivery to a customer’s central fueling location. O2Diesel plans to purchase the ethanol and supply additive and, in some cases, we may even purchase diesel fuel. In the process of transitioning a customer’s fleet to O2Diesel™, the Company needs to put in place the logistical support to insure that fuel is delivered on a timely basis. In this regard, O2Diesel is seeking to create a network of transportation providers. With large fleet type customers, O2Diesel’s technical staff will work closely with the customer in all facets for preparing the vehicles or other equipment to use O2Diesel™. This will include a review of the customer’s fueling facilities for cleanliness and compatibility to O2Diesel™, arranging tank cleaning and filtering systems as necessary as well as either purchasing and installing flame arrestors or assisting the customer to do so.

In Brazil, O2Diesel plans to target customers similar to those in the U.S. However, in Brazil, we plan to establish our own sales force without seeking a formal alliance with a local company active in the fuels or additive industries. The Company has joined with a large, well established commodity firm that trades in sugar and alcohol. This company owns 25% of O2Diesel’s Brazilian subsidiary. O2Diesel has targeted some of Brazil’s largest sugar growers and millers as potential customers for O2Diesel™, and we hope that our equity partner will play a significant role in selling to this sector.

The fuel distribution system is more concentrated in Brazil than it is in the U.S. As a consequence, O2Diesel must join with one or more large fuel distributors who can deliver and distribute O2Diesel products in Brazil. Failure to attract one or more distribution partners would likely set back the Company’s timetable for achieving market penetration in Brazil.

Cash Requirements :

Based on current projected levels of operations and expenditures, the Company may need to raise additional funds over the next twelve months. Subsequent to December 31, 2003, the Company has completed two financings in which the Company issued newly-created preferred stock in exchange for approximately $5.8 million, net of expenses. To date, the Company has not had any bank trade facilities, except an overdraft line in the U.K. used to meet operating needs. This overdraft facility was repaid and cancelled during 2003. However if the Company achieves significant sales, we plan to apply for trading lines with banks in the U.S. and Brazil as a means to finance our working capital needs. The Company has favorable trade terms with our supplier of additive. Under these terms, the Company expects to be able to purchase and sell our additive product and

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match the receipt of sales proceeds with payment for our additive inventory.

There are two significant risks that may affect the Company’s ability to adequately meet its cash needs and cash projections. First, there is what is described as the flame arrestor matter. As part of the process by which O2Diesel ™ was approved for sale in California, the California ARB set a number of conditions that must be adhered to on an ongoing basis. One of the conditions is that all storage tanks in which O2Diesel ™ is stored and all vehicles that use the fuel must be fitted with devices known as flame arrestors. Flame arrestors are safety devices which are intended to prevent a fire in the case that a spark or other type of ignition might inadvertently enter the fill inlet of a fuel tank. The Company has not obtained sufficient experience with purchasing and fitting flame arrestors to vehicles and storage tanks in the U.S. to be able to accurately project the cost and time of completing this task. Moreover, there is insufficient history for the Company to be able to predict with certainty the manpower required to accomplish this work.

The second concern relates to the logistics issues for large fleets that are direct customers of the Company in the U.S., Canada and Brazil. To date, the Company has not completed the required logistics arrangements to finalize the necessary infrastructure to insure that we can purchase and blend ethanol with our additive and then arrange for the timely delivery of O2Diesel™ to potential customers.

Given our projected level of expenses, the cash on hand, the continuation of favorable trade terms from our major supplier and the $5.8 million raised in March 2004, the Company believes we will have sufficient cash to fund our operations for the remainder of 2004. However, additional funding may be needed if the Company is unable to successfully manage the flame arrestor issue and to establish adequate financial and logistics arrangements to insure the timely delivery of O2Diesel™. If one or both of these issues are not resolved in a satisfactory and timely manner, there can be no assurance that the Company will have sufficient operating capital to carry out our business plan. Moreover, there can be no assurance that the Company will be successful in our efforts to raise additional funds. Nor can there be any assurance that the Company will generate sales and collect cash to offset our operating expenses. As of the date of this report, the Company has generated only $12,204 in sales and has only minimal orders for either O2D05 or O2Diesel™. Lastly, there can be no assurance that actual events will not differ from those anticipated, or that general economic conditions may vary significantly in ways that could negatively impact the operations and cash position of the Company.

Research & Development :

O2Diesel has an agreement with Cognis for the joint development of co-solvency additive products as well as the joint ownership of patents covering such products. Under this agreement, O2Diesel has worldwide rights to market and sell the additive products and Cognis has the worldwide rights to manufacture such products. Under the terms of this agreement, O2Diesel is not required to incur any research and development expenditures, but we are required to share equally in all of the legal costs to file and maintain all patent applications and issued patents.

O2Diesel is responsible for the costs of testing O2Diesel products. To date, these tests have generally been specific to the jurisdictions in which the Company intends to do business. In the ensuing twelve months, the Company expects to pursue an ambitious program of testing O2Diesel products both in the laboratory and in field trials. In 2004 the Company intends to carryout the necessary testing to obtain both ARB and EPA verifications for the broadest possible array of engine families and uses. Completion of these tests should further validate the benefits of using O2Diesel™, and should assist in the marketing of the product. The costs to complete these tests could reach as much as $2.0 million. Based on government funding that has been received and additional government funding that the Company believes may be appropriated for these specific purposes, the Company estimates that 80% or more of the costs for such laboratory tests and field trials may be funded by U.S. government agencies such as the Department of Energy and the Department of Defense. For a more detailed explanation, see Note 3 to the Financial Statements on page F-9.

In Brazil, we expect to spend about $120,000 in 2004 on testing protocols to insure that our additive and fuel complies with the federal government’s fuel and environmental laws and regulations.

Employees :

At present, O2Diesel has 15 full-time employees of which 12 are in the U.S. and 3 are in Brazil. The Company

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has no part-time employees. For the remainder of the year, the Company plans to add 10 full-time employees in the U.S. and 5 in Brazil which would bring our total employee count to 30 by the year-end. In the U.S., the Company plans to hire 2 persons in management positions for business planning and logistics, respectively, 1 in sales, 3 as technical representatives, 1 for government grants, 1 for logistics and 2 in accounting. Of the 5 new staff planned for Brazil, the Company anticipates that 1 will work in logistics, 2 in sales, 1 in technical services and 1 in office administration.



Item 7. Consolidated Financial Statements

The Company’s consolidated financial statements are filed with and begin on page F-1 of this report.

Item 8. Changes in Accountants

As a result of the July 15, 2003 transaction in which the Company acquired AAE Technologies International Plc, and the subsequent relocation of O2Diesel’s management from Canada to the United States, it became necessary to replace the principal accountants of both O2Diesel Corporation and AAE Technologies International Plc. The former principal accountants for both companies were foreign accounting firms. O2Diesel’s former principal accountants, Manning Elliott are based in Canada. Manning Elliott informed the Company that, because of existing SEC guidelines that are unique to Canadian firms, Manning Elliott could not render an opinion on the Company’s consolidated financial statements unless the management and control of the registrant remained in Canada. AAE Technologies International Plc’s former principal accountants, Cremin McCarthy & Co. are based in Dublin, Ireland and are not qualified to render opinions on financial statements prepared under U.S. GAAP. Both Manning Elliott and Cremin McCarthy resigned as the principal accountants of O2Diesel Corporation and AAE Technologies International Plc, respectively. Both firms provided a letter to the Company in which each firm affirmatively stated that their reports on each company’s respective financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the audits of each company by their former principal accountants, each accounting firm also affirmatively declared that for the relevant periods, there were no disagreements for any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of either firm would have caused that firm to make reference to the matter in their report.

The resignation of each firm of principal accountants was reported by the Company on a Form 8K filed on February 4, 2004, and is incorporated herein by reference.

On January 28, 2004, the Company’s Board of Directors approved the engagement of Ernst & Young LLP to audit and report on the 2003 consolidated financial statements of the Company as well as to review the Company’s financial information before we file our Form 10-KSB for 2003 and Forms 10-QSB for 2004.


Item 8A. Controls and Procedures

O2Diesel, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2003. Based on that evaluation, the Company determined that our disclosure controls and procedures were effective as of December 31, 2003. There were no material changes in the Company’s internal control over financial reporting during the fourth quarter of 2003.



PART III



Item 9. Directors and Executive Officers, Promoters and Control Persons

The information for Item 9 will be included in the Company’s Annual Proxy Statement to be filed in accordance with General Instruction E (3) to Form 10-KSB and is incorporated herein by reference.



Item 10. Executive Compensation

The information for Item 10 will be included in the Company’s Annual Proxy Statement to be filed in accordance with General Instruction E (3) to Form 10-KSB and is incorporated herein by reference.

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Item 11. Security Ownership of Certain Beneficial Owners and Management

The information for Item 11 will be included in the Company’s Annual Proxy Statement to be filed in accordance with General Instruction E (3) to Form 10-KSB and is incorporated herein by reference.



Item 12. Certain Relationships and Related Transactions

The information for Item 12 will be included in the Company’s Annual Proxy Statement to be filed in accordance with General Instruction E (3) to Form 10-KSB and is incorporated herein by reference.



Item 13. Exhibits and reports on Form 8-K

(a) Exhibits

Exhibits included or incorporated by reference in this document are set forth in the Exhibit Index below.



EXHIBIT INDEX



3.1(1) Articles of Incorporation
3.2(3) Articles of Amendment to change the Company’s name to O2Diesel Corporation (previously filed as Exhibit 1)
3.3(1) Bylaws
4.1(1) Specimen Stock Certificate
4.2(1) Stock Subscription Agreement
4.3(2) $100,000 Promissory Note
10.1(1) License Agreement
10.2(1) Assignment of License
10.3(4) Support Agreement (previously filed as Exhibit 1)
10.4(4) Indemnity Escrow Agreement (previously filed as Exhibit 2)
10.5(4) Option and Escrow Agreement (previously filed as Exhibit 3)
10.6(4) Contribution and Cancellation Agreement (previously filed as Exhibit 4)
10.7(4) Waiver Agreement (previously filed as Exhibit 5)
10.8(4) Loan Agreement (previously filed as Exhibit 6)
10.9(4) Form of Convertible Note (previously filed as Exhibit 7)
10.10(4) Form of Employment Agreement between O2Diesel and Alan Rae (previously filed as Exhibit 8)
10.11(4) Form of Employment Agreement between O2Diesel and David Koontz (previously filed as Exhibit 9)
10.12(4)(5) Cooperation agreement between Cognis and AAE (previously filed as Exhibit 10)
10.13(6) Form of Agreement to Amendment Loan Agreement and Convertible Debenture
10.14(7) Letter dated September 23, 2003 from the California Air Resources Board (previously filed as Exhibit 10.13)
10.15(7) Memorandum of Understanding between BASF Aktiengesellschaft and O2Diesel Corporation dated August 18, 2003 (previously filed as Exhibit 10.14)

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Exhibit Number
--------------------------------------------------------------------------------
Description
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16.1(8) Letter from Manning Elliot to the Securities and Exchange Commission dated January 23, 2004
16.2(8) Letter from Cremin McCarthy & Company to the Securities and Exchange Commission dated February 2, 2004
31.1 Rule 13a-14(a) Certification by Chief Executive Officer (filed herewith)
31.2 Rule 13a-14(a) Certification by Chief Financial Officer (filed herewith)
32.1 Rule 13a-14(b) Certifications by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350 (filed herewith)
99.1(9) Certificate of Designation of the Rights and Preferences of Series A 0% Convertible Preferred Stock of O2Diesel Corporation filed with the Secretary of State of the State of Washington on March 2, 2004
99.2(9) Convertible Preferred Stock Purchase Agreement by and among O2Diesel Corporation and the Purchaser named therein, dated as of March 3, 2004
99.3 Certificate of Designation of the Rights and Preferences of Series B 0% Convertible Preferred Stock of O2Diesel Corporation filed with the Secretary of State of the State of Washington on March 12, 2004 (filed herewith)
99.4 Convertible Preferred Stock Purchase Agreement by and among O2Diesel Corporation and the Purchaser named therein, dated as March 29, 2004 (filed herewith)

(1) Previously filed as an exhibit to the Company’s registration statement on Form SB-2 on June 30, 2000, as amended September 19, 2000, November 3, 2000 and December 22, 2000 and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company’s annual report on Form 10-KSB on March 29, 2002 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company’s current report on Form 8-K on June 9, 2003 and incorporated herein by reference.
(4) Previously filed as an exhibit to the Company’s current report on Form 8-K on July 30, 2003 and incorporated herein by reference.
(5) O2Diesel applied for, and was granted on February 25, 2004, confidential treatment with respect to certain portions of this Agreement, which have been omitted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(6) Previously filed as an exhibit to the Company’s quarterly report on Form 10-QSB for the quarter ended June 30, 2003 on August 14, 2003 and incorporated herein by reference.
(7) Previously filed as an exhibit to the Company’s quarterly report on Form 10-QSB for the quarter ended September 30, 2003 on November 19, 2003 and incorporated herein by reference.
(8) Previously filed as an exhibit to the Company’s current report on Form 8-K on February 6, 2004 and incorporated herein by reference.
(9) Previously filed as an exhibit to the Company’s current report on Form 8-K on March 12, 2004 and incorporated herein by reference.

(b) Reports on Form 8-K

There were no reports on Form 8-K filed during the last quarter of the fiscal year covered by this report.



Item 14. Principal Accountant Fees and Services

The information for Item 14 will be included in the Company’s Annual Proxy Statement to be filed in accordance with General Instruction E (3) to Form 10-KSB and is incorporated herein by reference.

-14-



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


O2DIESEL CORPORATION
By: /s/ Alan R. Rae

--------------------------------------------------------------------------------

Alan R. Rae
Chief Executive Officer and Director
March 30, 2004

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.


TITLE
--------------------------------------------------------------------------------
DATE
--------------------------------------------------------------------------------

/s/ Alan R. Rae

--------------------------------------------------------------------------------
Alan R. Rae Director and Chief Executive Officer
(Principal Executive Officer) March 30, 2004
/s/ David L. Koontz

--------------------------------------------------------------------------------
David L. Koontz Chief Financial Officer,
Treasurer & Secretary
(Principal Financial and
Accounting Officer) March 30, 2004
/s/ Anthony Dean Smith

--------------------------------------------------------------------------------
Anthony Dean-Smith Director March 30, 2004
/s/ Karim Jobanputra

--------------------------------------------------------------------------------
Karim Jobanputra Director March 30, 2004
/s/ Hendrick Rethwilm

--------------------------------------------------------------------------------
Hendrik Rethwilm Director March 30, 2004

-15-



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Table of Contents

02DIESEL CORPORATION
(A Development Stage Company)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


PAGE
--------------------------------------------------------------------------------

Report of Independent Auditors F-1

Consolidated Balance Sheet as of December 31, 2003 F-2

Consolidated Statements of Operations for the years ended December 31, 2003 and 2002 and for the period from October 14, 2000 (inception) through December 31, 2003 F-3

Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the period from October 14, 2000 (inception) through December 31, 2003 F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2003 and 2002 and for the period from October 14, 2000 (inception) through December 31, 2003 F-5

Notes to Consolidated Financial Statements F-6





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Table of Contents



Report of Independent Auditors

To The Board of Directors and
Shareholders O2Diesel Corporation

We have audited the accompanying consolidated balance sheet of O2Diesel Corporation (a development stage company) as of December 31, 2003, and the related consolidated statements of operations, changes in shareholders’ (deficit) equity, and cash flows for each of the two years in the period ended December 31, 2003, and for the period October 14, 2000 (inception) through December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of O2Diesel Corporation at December 31, 2003, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2003, and for the period October 14, 2000 (inception) through December 31, 2003, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
March 30, 2004

F - 1



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O2Diesel Corporation
(A Development Stage Company)
Consolidated Balance Sheet
December 31, 2003


ASSETS
CURRENT ASSETS
Cash $ 1,084,876
Restricted cash 750,000
Accounts receivable 12,204
Due from related parties 65,309
Other receivables 276,659
Inventory 57,988
Prepaid expenses and deposits 81,380

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[Thunderboldt]

@ austrostocks

hör doch bitte auf mit deinem ``copy & paste`` ok.
das liest sowieso niemand. wenn du keine dicken gewinne machen willst, dann steig doch einfach nicht ein. aber verbreite doch hier keine schlechte laune.du musst dich doch nicht um unser geld kümmern ok? ich denk mal hier sind alle alt und erfahren genug selbst zu entscheiden,was zu tun bzw, was zu lassen ist.

und an alle investierten: 2 EURO wir kommen!!!

[DonnieVie]

Wer am Dienstag angerufen hat, ist zu max. 0,95 Cent
eingestiegen, dann ist es doch ein Leichtes, heute den
Stopkurs nachzuziehen.
Jeder hier im Forum weiss, dass nicht annähernd jeder
Wert Substanz hat, den Frick empfiehlt.
Ich möchte auf meinen Thread vor einem Jahr verweisen,
da empfahl Frick Linos bei 4, und wo steht sie heute?
Wer damals eingestiegen ist, war nicht einen Tag in
den Miesen.
In guten Zeiten macht der Bäcker die besten Deals,
genau wie Förtsch mit seinem Fond. Auf der Hut bleiben, dann kann man in 2005 mit der Kulmbacher Fraktion sein Depot
gehörig verbessern.

[koehler6920]

Oh Mann Austrostocks du nervst !!!

Frick hat heute auf seiner Hotline gesagt, dass ihm der Anstieg etwas zu schnell geht, man soll abwarten mit dem Neueinstieg bis die Aktie auf 1Euro wieder zurück kommt !!

Nur kurz zur Info..

Das nervt echt, keiner hat gesagt, dass Frick ein Hellseher ist und wir nur bis 1,10 Euro steigen ist es mir auch recht, denn ich brauche die 2Euro nicht!! Er sieht die 2Euro erst in 1Jahr und nicht übermorgen ...

So long

[Karpfen1]

Hallo Koehler6920
Habe mal eine Frage an dich.Habe auch die Email Hotline von Frick.Bin auch recht zufrieden damit.Werde auch am Sonntag in Frankfurt bei Frick sein.Du warst doch in Wien sagst du,warum fährst du nochmal nach Frankfurt.Ist das nicht das gleiche Seminar?

[Thunderboldt]

KANN IRGEND JEMAND DEN PLÖTZLICHEN KURSFALL VON O2 DIESEL BEGRÜNDEN???? ICH KANN MIR NUR VORSTELLEN,DASS DAS GEWINNMITNAHMEN WAREN UND WIR SCHNELL WIEDER ÜBER 1 EURO STEHEN. AUF NTV TEXT 256 STEHT O2 DIESEL SONDERMELDUNG.

[grandebuffo]

wo kann man eigentlich real time kurse sehen in den usa

[burgljoschi]

#thunder...

Frick hat empfohlen, dass erst wieder unter 1 Euro gekauft werden soll und dass der Wert nichts für Kurzfristzocker sei, sondern für mittel- bis Langfristanleger. Darauf hin haben jene Kurzfristzocker rasch verkauft, weil sie gemerkt haben, dass hier auf die Schnelle nichts mehr zu holen ist. Diese Welle dürfte nun vorbei sein. Jetzt geht es langsam wieder hoch, ausser es gibt eine Sensationsmeldung, dann geht es auch schnell wieder hoch.

bj

[talker]

Dieser Frick ist ein Teufelskerl , was der anpackt geht mit 99% gut.Er hat die Fähigkeit fast alles bis auf das Genaueste zu planen und sich auf Informationen zu berufen die unsereiner sehr schwer bekommt. Er hat nicht mit jedem seiner Tipps ein goldenes Händchen, ich verfolge sein Tun jetzt schon seit einigen Jahren und höre auch seine Hotlines an, vom Jahre 2004 hat er mit einigen Werten eine glänzende Performance hingelegt wenn man sie heute betrachtet z.B. Fluxx 44% seit 04/04, Linos 167% seit 01/04,Mologen 50% seit 04/04,Silicon Sensor 140% seit 02/04,Allianz,Puma, I-D Media,CCR 100% seit 01/04 , zeigt mir einen Börsenbrief oder ein Börsenblatt, daß mit solchen Gewinnen von sich reden macht, ihr werdet keines finden. Ich sage Euch,der Titel seines ersten Buches "ICH MACHE SIE REICH" stimmt wenn man alles befolgt was er einem rät. Die Seminare sind alle ausgebucht, er reist von A-Z um uns zu informieren was man jetzt kaufen sollte, natürlich macht auch er seinen Umsatz in dem er die Hotline,Live - Hotline, E-Mail - Brief und Faxabruf uns anbietet aber profitieren wir nicht davon.Oder ist es wirklich jedem von uns möglich an solche Informationen zu kommen wie sie Firck uns liefert, wohl kaum. Ich will hier keine Predigt für Frick halten, er hat auch einige Tipps ersemmelt im lezten Jahr z.B. Lintec empfohlen in Stuttgart auf der Invest, gegenüber gestellt hat er aber Erfolg, diser Teufelskerl.

Ich sage nur Hut ab und bin weiter dabei!!!!!

[Thunderboldt]

ein besseres einstieglimit wird es kaum noch geben. frick hat gesagt langfristig sind hier locker 2, wenn nicht sogar 3 euro drin.seht euch den chart doch selbst an.immer wenn der frick ne empfehlung rausgibt,dann expodiert seine aktie,dann erholt sie surch kurz und dann geht die rallye erst richtig los.
also worauf warten.wir befinden uns noch höchstens ein zwei tage in der erholung.

[Thunderboldt]

vergleicht doch selbst mal mit ein paar anderen charts.hier zb id media und primacom.

erst NACH einer kurzen erholen sind die beiden hochgeschossen.




gruss
tb