UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

 

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

For the quarterly period ended September 30, 2009

 

o 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. 42^nd 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 o

 

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.

 

 

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

 

As of November 23, 2009, there were 23,218,110 shares of the Registrant’s Common Stock, $0.001 par value per share, issued and outstanding.

 

TABLE OF CONTENTS

 

 

 

 

PART I.

 

ITEM 1. FINANCIAL STATEMENTS

 

 

 

 

 

 

AMIWORLD, INC.

________________________________

 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

AMIWORLD, INC.

CONSOLIDATED BALANCE SHEETS

 

 

See accompanying notes to the consolidated financial statements.

 

F-1

 

 

AMIWORLD, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

 

 

See accompanying notes to the consolidated financial statements.

F-2

 

 

AMIWORLD, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

See accompanying notes to the consolidated financial statements.

F-3

 

 

Amiworld, Inc.

Notes to the Consolidated Financial Statements

September 30, 2009

(Unaudited)

 

 

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 has been revised and the Company has now placed emphasis on developing its energy and energy related businesses. The primary divisions of the Company are the operation of a bio-diesel factory in Colombia and a petroleum refinery in Colombia. Additional operations will include the acquisition of oil tankers and the brokerage of oil related products in South America, Central America, the Caribbean, and the United States. The Company continues to have other investment objectives, such as the pursuit of real estate, managed futures, technology and retail firms, and any other investments that offer short term gains that may be pursued in the future.

 

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

 

The Company in April 2007 also acquired a 45% interest in Great Voyages Co., Ltd., a New York corporation owned by JASB of New York Corp., a New York corporation owned by 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. 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 S.A. (7,814,772 shares of Amiworld, Inc. were issued for 7,843,500 shares of Odin Petroil S.A.), making Odin Petroil S.A. a majority owned subsidiary of Amiworld, Inc.

 

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 July 23, 2009 forward. This company is intended to act as a holding company for our Colombian subsidiaries.

 

F-4

 

 

Amiworld, Inc.

Notes to the Consolidated Financial Statements

September 30, 2009

(Unaudited)

 

 

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, 2008, included in the Company’s annual report on Form 10-K filed with the Commission on April 15, 2009, as amended April 17, 2009 and May 1, 2009.

 

Principles of Consolidation

 

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

 

 

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.

 

F-5

 

 

Amiworld, Inc.

Notes to the Consolidated Financial Statements

September 30, 2009

(Unaudited)

 

 

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, 2008 or September 30, 2009.

 

 

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 September 30, 2009, outstanding options to purchase 1,411,500 shares of common stock would have an anti-dilutive effect and were therefore excluded from the calculation.

 

 

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 September 30, 2009, Odin Energy had a balance of 376,789,395 pesos (US$194,370) and Odin Petroil had a balance of 452,207,230 pesos (US$233,274). These lines of credit mature between the date of this report and December 27, 2009. Interest currently accrues at the rates between 11.6736% to 15.8797% 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 generallu ranging between 30 to 180 days. The interest and terms vary based on current bank rates. As of September 30, 2009 the company had an aggregate debt related to this agreement of 3,459,478,915 pesos (US$1,784,598).

 

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 September 30, 2009 the balance of these loans was $1,006,533,293 (US$519,228) each.  These loans mature on December 7, 2009. Interest currently accrues at 12% per annum.

 

During September 2009 our subsidiary company, Odin Petroil, obtained a factoring arrangement with Bancolex in the aggregate amount of 207,842,837 pesos (US$107,217) for the purchase of 1,500 barrels of crude. This factoring agreement matures on November 15, 2009. Interest on the factoring arrangement is 7,538,341 pesos (US$3,889). 

 

F-6

 

 

Amiworld, Inc.

Notes to the Consolidated Financial Statements

September 30, 2009

(Unaudited)

 

 

From time to time both we and our predecessor company, Amiworld-NY have borrowed funds from affiliated entities. As of September 30, 2009, we had a balance payable to JASB of New York Corporation of $539,025 and we had a balance receivable from JASB of New York Corporation subsidiaries of $343,371. As of December 31, 2008, we had a balance payable to JASB of New York Corporation of $1,481,482. These loans carry no stated interest or repayment terms.

 

On September 30, 2008, Odin agreed to lease and operate another petroleum diesel refinery in the free trade zone in Santa Marta, Colombia. The lease commenced October 1, 2008, for a period of six months. Since Odin Petroil did not need the added capacity due to a decrease in its expected sales this lease was temporarily put on hold and will be resumed when the capacity is needed. Odin is planning on leasing the refinery from Odin Petroil ZF Ltda. U, which is a company owned by Mamoru Saito, our CEO. This lease has been extended until such time as title can be cleared, and permitting and licensing can be completed. Odin Petroil ZF Ltda. U cannot reasonably assess when it will be able to close on this acquisition.

 

 

The status of our stock options and awards is summarized as follows:

 

 

 

The following table summarizes information about our options outstanding at September 30, 2009:

 

Outstanding and exercisable:

 

 

 

As of September 30, 2009, the aggregate intrinsic value of all stock options outstanding and exercisable was approximately $6,775,200.

 

F-7

 

 

Amiworld, Inc.

Notes to the Consolidated Financial Statements

September 30, 2009

(Unaudited)

 

 

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 construct an oil distillation tower at our oil refinery in Santa Marta, Colombia. The total price payable for this tower is estimated at $8.67 million (US), which shall be payable through the issuance of 800,000 shares of our Common Stock, plus cash payments of $2 million paid on September 30, 2008, with the remaining estimated cash payment of $2.67 million due upon completion of the project. In the first quarter, construction was slowed, as our management believes that we do not need this additional capacity as of yet. As of the date of this Report, completion is anticipated to take place around the end of 2009, subject to market conditions. Since Odin Petroil did not need the added capacity due to a decrease in its expected sales this lease was temporarily put on hold and will be resumed when the capacity is needed. The company is in discussions with FISS to increase the size of this expansion project, which when finalized will change the terms of this agreement. Contract change orders and/or extras may arise in the future changing the estimated amount of this contract.

 

 

As of September 30, 2009 and December 31, 2008, contracts receivable from seven customers and three customers accounted for approximately 91.3% and 99.5% of contracts receivable, respectively.

 

During the three months ended September 30, 2009 and nine months ended September 30, 2009 one customer accounted for approximately 82.9% and 75.6% of sales, respectively.

 

The Company has evaluated events and transactions that occurred between September 30, 2009 and November 23, 2009, which is the date the consolidated financial statements were available for issue, 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.

 

 

 

 

 

 

 

 

 

F-8

 

 

 

 

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

 

OVERVIEW

 

We were incorporated under the laws of the State of Nevada on November 20, 2006. In March 2007, we merged with a predecessor company, Amiworld, Inc., a New York corporation (“Amiworld – NY”), for the purposes of affecting a reincorporation in the state of Nevada. Following the closing of this merger, in March 2007, we engaged in a forward split of our Common Stock whereby we issued ten (10) shares of our Common Stock for every one (1) share then issued and outstanding. All references in this Report to our issued and outstanding Common Stock are provided on a post-forward split basis, unless otherwise indicated.

 

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

 

          We are currently a holding company that operates through four subsidiary companies, including Odin Energy Santa Marta Corporation S.A. (“Odin Energy”), a Colombian corporation that is currently engaged in the operation of a biodiesel fuel plant located in Santa Marta, Colombia. We devoted most of our resources to completing this plant through the end of 2007. The plant was completed and became operational during the first quarter of 2008. Through another subsidiary, Odin Petroil, S.A. (“Odin Petroil”), a Colombian corporation, we also operate a petroleum refinery primarily producing diesel fuel. This company completed construction of its refinery on a portion of the land owned by Odin Energy. This plant began operations in October 2007 and completed its first sales in November 2007. Full operational capacity was achieved in February 2008 and the plant is now capable of producing 45,000 barrels per month.

 

In December 2006 we also formed Odin Petroleum Corp., a New York corporation (“Odin Petroleum”), which is engaged in the oil brokering business by purchasing and selling oil and fuel products on the open market from South America and the Caribbean to Central America, North America, and Asia. The oil and fuel products are purchased and sold through pre-arranged buyers and sellers. Odin Petroleum is also undertaking all sales of the products that are produced in our petroleum refinery and biodiesel plant. We own 95% of this company, with the balance owned by JASB of New York Corp. (“JASB”), a private company owned and controlled by Mr. Mamoru Saito and Mr. Takahito Sakagami,

 

 

our CEO and President, respectively. Oil is shipped by ships provided by Great Voyages Co., Ltd., a New York corporation (“Great Voyages”), whose principal shareholder is JASB. In April 2007 we acquired a 45% interest in Great Voyages from JASB. We are also exploring diversifying our business activities in a synergistic manner by developing the business plan of Great Voyages by developing a cargo shipping business. The first part of the business will be to charter ships for the shipment of oil and related petroleum products within the Caribbean regions. The second part of the business will be the purchase of small oil tankers to engage in the trade of oil through the free trade zone of Panama and primarily focus on shipping oil from South American countries through this free trade zone.

 

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 July 23, 2009 forward. This company is intended to act as a holding company for our Colombian subsidiaries.

 

          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.

 

          Following is our results of operations for the three and nine month periods ended September 30, 2009.

 

RESULTS OF OPERATIONS

 

Comparison of Results of Operations for the three months ended September 30, 2009 and 2008

 

          During the three months ended September 30, 2009, we generated revenues of $18,691,898, including $15,608,242 from Odin Petroleum (sale of petroleum re-sell), $3,083,656 from Odin Energy (biodiesel operations), and no sales from Odin Petroil (refinery operations). This represented an increase in revenues of $12,981,406 from the three months ended September 30, 2008, when we generated revenues of $5,710,492, including $5,350,492 from sale of diesel and biodiesel products and $360,000 from oil trading commissions. Cost of goods sold was $17,607,715 during the three months ended September 30, 2009, compared to $4,427,615 for the three months ended September 30, 2008, an increase of $13,180,100. The increase in revenues and cost of goods sold was attributable to increased product sales and having full production capability. Our gross profit was $1,084,183 (5.8% of sales) during the three months ended September 30, 2009, compared to $1,282,877 (22.5% of sales) for the three months ended September 30, 2008, a decrease of $198,694. The decrease in our gross profit was attributable to substantial increase in our petroleum re-sell, which carries a substantially lower margin then our refinery sales. Additionally during the three months ended September 30, 2009 Odin Petroil did not have any sales.

 

          During the three months ended September 30, 2009, our general and administrative expense increased by $988,190, from $1,174,022 for the three months ended September 30, 2008 to $2,162,212 for the three months ended September 30, 2009. Our general and administrative expense rose in several categories due to the expansion of operations, including but not limited to: (i) wage expense increased by $104,462; (ii) rent increased by $33,092 due to the addition of administrative office rentals; (iii) telephone and utilities increased by $11,949; (iv) travel increased by $38,879; (v) supplies and other miscellaneous operating costs increased by $94,511, which primarily consisted of expenses related to increased supply usage as the result of increased operations $15,129, the establishment of new offices and Grupo Odin startup costs of approximately $4,188, the utilization of outside office support facilities of approximately $68,655, and other miscellaneous items of approximately $6,539; (vi) postage and shipping increased by $13,829; (vii) legal, accounting, and professional fees increased by $27,191; (viii) we incurred production related costs during a period of inactivity of our petroleum refinery of $733,712, which was approximately 14% in personnel

 

 

costs, approximately 34% in outside services and utilities, and the remaining approximately 52% in indirect overhead; and (ix) we incurred $24,327 in research and development costs in order to improve the efficiency of our biodiesel refinery and add the ability to refine alternative feedstocks. Our general and administrative expense 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 $8,239; and (ii) advertising, marketing, and public relations decreased by $53,425 as a result of the termination of our agreement with Trilogy Capital Partners as our investment relations consultant and adjustments to our marketing and advertising programs. A summary of our General and Administrative Expenses is as follows:

 

 

As a result, we generated net loss of $1,129,897 during the three months ended September 30, 2009 (approximately $.05 per share), compared to a net income of $92,377 during the three months ended September 30, 2008 (less than $.01 per share).

 

Comparison of Results of Operations for the nine months ended September 30, 2009 and 2008

 

          During the nine months ended September 30, 2009, we generated revenues of $34,305,129, including $25,936,810 from Odin Petroleum (petroleum product trading re-sell), $2,909,007 from Odin Petroil (refinery operations) and $5,459,312 from Odin Energy. This represented an increase in revenues of $23,029,284 from the nine months ended September 30, 2008, when we generated revenues of $11,275,845, including $5,205,353 from sale of diesel and biodiesel products and $360,000 from oil trading commissions.

 

          Cost of goods sold was $31,197,394 during the nine months ended September 30, 2009, compared to $8,087,464 for the nine months ended September 30, 2008, an increase of $23,109,930. The increase in revenues and cost of goods sold was attributable to increased product sales and having full production capability of our biodiesel plant.

 

 

          Our gross profit was $3,107,735 (9.1% of sales) during the nine months ended September 30, 2009, compared to $3,188,381 (28.3% of sales) for the nine months ended September 30, 2008, a decrease of $80,646. The decrease in our gross profit was attributable to substantial increase in our petroleum re-sell, which carries a substantially lower margin then our refinery sales. Additionally there were periods of inactivity of sales for both Odin Petroil and Odin Energy, which have substantially higher margins. These periods of inactivity are due to the fact that we do not have a steady flow of product sales. None of our product sales are related to any ongoing contractual arrangement with a set group of purchasers. Sales of our products fluctuate based upon market conditions.

 

          During the nine months ended September 30, 2009, our general and administrative expense increased by $1,906,241 from $3,113,079 for the nine months ended September 30, 2008 to $5,019,320 for the nine months ended September 30, 2009, primarily as a result of having full operations of our biodiesel plant. Our general and administrative expense rose in several categories due to full operations capacity, including but not limited to: (i) wage expense increased by $351,928 (ii) supplies and other miscellaneous operating costs increased by $433,684, which primarily consisted of expenses related to increased supply usage as the result of increased operations of approximately $18,101, the establishment of new offices and Grupo Odin startup costs of approximately $4,188, the utilization of outside office support facilities of approximately $236,634, the expense of various prepaid expenses related to outside services and supplier costs of approximately $122,911, and other miscellaneous items of approximately $51,850; (iii) telephone and utilities increased by $14,245; (iv) hotel, travel, and entertainment increased by $103,006; (v) rents increased by $81,064 due to the addition of administrative office rentals; (vi) bank charges increased by $64,871; (vii) postage and shipping increased by $96,578; (viii) legal, accounting, and professional fees increased by $85,497 due to increased audit and legal fees; (ix) insurance increased by $39,175; (x) we incurred production related costs during a period of inactivity of our petroleum refinery of $733,712, which was approximately 14% in personnel costs, approximately 34% in outside services and utilities, and the remaining approximately 52% in indirect overhead; and (xi) we incurred $552,684 in research and development costs in order to improve the efficiency of our biodiesel refinery and add the ability to refine alternative feedstocks. Our general and administrative expense decreased in advertising, marketing, and public relations by $122,889 as a result of the termination of our agreement with Trilogy Capital Partners as our investment relations consultant. See “Part II, Item 1, Legal Proceedings,” below. A summary of our General and Administrative Expenses is as follows:

 

 

 

 

 

As a result, we incurred a net loss of $1,975,871 during the nine months ended September 30, 2009 (approximately $.09 per share), compared to a net income of $44,815 during the nine months ended September 30, 2008 (less than $.01 per share). While no assurances can be provided, we expect that we will begin generating profits from operations on a regular basis during the fiscal year ending December 31, 2010 and thereafter due to ongoing marketing efforts to expand sales and increased utilization of our facilities.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At September 30, 2009, we had $578,159 in cash.

 

Historically, we have engaged in limited debt financing through affiliated companies. Such affiliated companies currently engage in offshore banking and other financial services, giving them access to significant financial resources. While there is no relevant written agreement, we have an ongoing ability to borrow funds on an as-needed basis. These loans are temporary and carried no interest or repayment terms. As of September 30, 2009, we had a balance payable to JASB of New York Corporation of $539,025 and we had a balance receivable from JASB of New York Corporation subsidiaries of $343,371. JASB is an affiliated company and one of our principal shareholders and is owned and controlled by Mr. Saito, our CEO and a director. Other entities owned and controlled by Mr. Saito have made similar loans to us in the past.

 

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

 

          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 September 30, 2009, Odin Energy had a balance of 376,789,395 pesos (US$194,370) and Odin Petroil had a balance of 452,207,230 pesos (US$233,274). These lines of credit mature between the date of this report and December 27, 2009. Interest currently accrues at rates ranging between 11.6736% to 15.8797% per annum. Historically, when these lines mature we either pay off the balance then due, or the line of credit is extended.

 

          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 September 30, 2009 the company had an aggregate debt related to this agreement of 3,459,478,915 pesos (US$1,784,598). During the three month period ended September 30, 2009, interest accrued at a fluctuating rate of between 19.3% and 19.8% per annum.

 

          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 September 30, 2009, the balance on these loans was 1,006,533,293 (US$519,228) each.  These loans mature on December 7, 2009. Interest currently accrues at 12% per annum.  

 

 

          During September 2009 our subsidiary company, Odin Petroil, obtained a factoring arrangement with Bancolex in the aggregate amount of 207,842,837 pesos (US$107,217) for the purchase of 1,500 barrels of crude for conversion into petroleum diesel. This factoring agreement matures on November 15, 2009. Interest on the factoring arrangement is 7,538,341 pesos (US$3,889).

 

While we continue to seek out financing opportunities in order to provide the financing for the continued expansion of our current refineries, acquisition of a supply chain and for additional biodiesel and petroleum refineries, we believe that we have sufficient funds available from these fund raising efforts, as well as from operations, to allow us to be able to continue to develop our business plan over the next 12 months and in the foreseeable future.

 

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 Odin Energy and Odin Petroil , including our refining operations in Colombia. It is anticipated that we will assign Odin Energy and Odin Petroil into Grupo Odin during the 4^th quarter of 2009 and commence a private placement for a limited number of shares of this company in order to meet the minimum holdings of private ownership required by Colombian law. This company also plans to pursue a listing on the Bogota stock exchange and pursue a public offering of its securities during the 1^st quarter of 2010 in Colombia for the purpose of expanding the operations of Odin Petroil.

 

          As a result of our continuing efforts to seek out financing opportunities in August 2009 we executed an agreement with Middlebury Securities LLC, New York, NY (“Middlebury”), wherein we retained Middlebury to assist us in raising up to $25 million, including at least $10 million in equity capital. The relevant agreement provided for Middlebury to deliver to us a term sheet setting forth the material terms of this $25 million financing transaction no later than August 28, 2009. We received the term sheet from Middlebury in mid September 2009. Thereafter, in October 2009 we received a letter from Middlebury advising that they were unable to provide this funding. We paid Middlebury an initial fee of $10,000, which we are attempting to recover as of the date of this report.

 

          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.

 

While no assurances can be provided, we expect that we will begin generating profits from operations on a regular basis during the fiscal year ending December 31, 2010 and thereafter due to ongoing marketing efforts to expand sales and increased utilization of our facilities. We have previously reported that we anticipated generating profits from our operations during the fiscal year ended December 31, 2009. However, because we are relatively new to our business, we have not been able to solidify relationships with established purchasers of our biodiesel and petroleum diesel products. We believe that as we continue to grow and service our existing client base, we will generate additional purchasers and continue to increase revenues as a result. While no assurances can be provided, we believe that as a result of these factors we will be profitable during 2010.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Critical accounting 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.

 

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

 

          Long-Lived Assets - In accordance with Statement of Financial Accounting Standard 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. The Company has determined that no impairment existed at December 31, 2008 or September 30, 2009.

 

Revenue Recognition - In general, the Company records 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 currently Colombia pesos. The operations of our subsidiaries are translated into U.S. dollars in accordance with SFAS No. 52 “Foreign Currency Translation” as follows:

 

 

 

Translation adjustments are included as a separate component of stockholders’ equity (deficiency) as a component of comprehensive income or loss. The functional currency of our Colombian subsidiaries has been changed to the United States dollar once our production facilities in Colombia commenced producing operations, as debt, operating revenues and costs of our Colombia subsidiaries will primarily be denominated in United States dollars.

 

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 – Effective January 1, 2006, we adopted Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment.” SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized on a straight-line basis over the employee service period (usually the vesting period). That cost is measured based on the fair value of the equity or liability instruments issued using the Black-Scholes option pricing model.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

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.

 

In September 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168 will become the source of authoritative US GAAP to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for public companies. The codification will supersede all non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the codification will become non-authoritative. The codification is effective for interim and annual periods ending on or after September 15, 2009. Management is currently evaluating the impact of adopting this statement.

 

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS 165”), which provides general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This topic was previously addressed only in auditing literature. SFAS 165 is similar to the existing auditing guidance with some exceptions that are not intended to result in significant changes to practice. Entities are now required to disclose the date through which subsequent events have been evaluated, with such date being the date the financial statements were issued or available to be issued. SFAS 165 is effective on a prospective basis for interim or annual reporting periods ending after June 15, 2009. Management is currently evaluating the impact of adopting this statement.

 

There were no other accounting standards and interpretations recently issued which are expected to a have a material impact on the Company's 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 nine months ended September 30, 2009.

 

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. It would therefore make 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. 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.

 

 

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.

 

 

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 not effective as of September 30, 2009, at the reasonable assurance level, which management attributes to our significant growth over a short period of time. We began generating revenues from our operations in the spring of 2008. Since we began generating revenues through September 30, 2009 we have generated over $45 million in gross revenues. We believe that the problems that arose are partially as a result of normal growth issues. In addition, our operations are based in Colombia but we are a US issuer, which has resulted in a language barrier between our executive management, who are of Japanese origin, our operations personnel who are located in a third world country (Colombia) and speak Spanish and our other executives who speak english. To remedy these issues our management met with legal counsel and our independent accountants to discuss how best to address the same. As a result, our Vice President of Finance is taking a more active role in our Colombian operations and our independent accountants have retained a local accounting firm in Colombia that is bilingual to communicate with both our management and operations people. While this has improved this situation, we are continuing to examine this situation to insure that our controls and procedures are sufficient. We are also considering retaining an accounting consultant that is also bilingual to interact on a part time basis between our operations and our independent accounting firm.

 

Notwithstanding the material weaknesses described above for the fiscal year ended December 31, 2008, we believe that our consolidated financial statements presented in this 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 initial none month period ended September 30, 2009, 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

 

 

In March 2009 we commenced a lawsuit in the Supreme Court of the State of New York, County of New York, Index No. 600664/09, against Trilogy Capital Partners, Inc. (“Trilogy”) and Prominence Capital, LLC (“Prominence”) (Trilogy and Prominence hereinafter jointly referred to as the “Defendants”) that alleges that the Defendants breached their obligations under a Letter of Engagement Agreement (the “LOE”) wherein Trilogy and Prominence were to provide us with various investor relations services. The relevant complaint requests relief in an amount in excess of $131,389, as well as equity relief in the form of an order to Trilogy to return all shares of our Common Stock (100,000 shares) (the “Trilogy Shares”) previously issued to the Defendants as part of the terms of the LOE. At our request, the Court entered a Temporary Restraining Order against Trilogy enjoining and restraining Trilogy from selling, transferring, encumbering, mortgaging, permitting the placement of a lien, or otherwise attempting to hypothecate the Trilogy Shares pending the hearing on an Order to Show Cause issued by the Court in response to our Motion on Order to Show Cause for Preliminary Injunction and Temporary Restraining Order filed in the matter.

 

          On August 7, 2009, the Court issued an Order wherein it denied our motion for issuance of a preliminary injunction, vacating the temporary restraining order and directing the defendants in the action to answer our complaint within thirty (30) days of the date of the court’s decision.

 

SUBSEQUENT EVENT

 

          Effective October 22, 2009, we entered into a Settlement Agreement with Trilogy. The parties did agree that terms included in this agreement are confidential. However, we do not believe that the settlement terms are material to our current financial condition or operations. The matter has been dismissed with prejudice. There are no other legal proceedings to which we are party, or, to the best of our knowledge, have any such actions been threatened.

 

 

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

 

RISKS RELATED TO OUR OPERATIONS

 

We have incurred losses to date. We did not begin generating revenues until late in our 2007 fiscal year when we completed our initial sale of oil. In addition, our biodiesel plant described herein did not become operational until the first quarter of 2008 and we acquired our refinery in December 2007. Neither our biodiesel plant or refinery is currently running at full capacity and we continue to expand these operations. As of September 30, 2009, we had an accumulated deficit of ($4,936,325) and at December 31, 2008, we had an accumulated deficit of ($2,960,454) and incurred a net loss of $360,939 in 2008. For the nine months ended September 30, 2009, we incurred a net loss of $1,975,871. We do not expect to continue to incur losses from operations as market conditions improve and we build a successful customer and supply base. However, there can be no assurances that this will occur. Until we begin generating profitable operations on a regular basis we expect to rely on cash from our recent equity financings, as well as loans from affiliates, if necessary, and bank financing, when available, to fund all of the cash requirements of our business. There are no assurances that we will be able to attain, sustain or

 

 

increase profitability on a quarterly or annual basis. A downturn in the demand for fuel products would significantly and adversely affect our sales and profitability.

 

We have spent a significant amount of our capital on our refinery and biodiesel plant construction. We can make no assurances that this capital expenditure will successfully achieve desired results. If our refinery and biodiesel plant do not achieve desired results, our business and results of operations can be impacted. We are exploring new opportunities to diversify our operations in order to reduce this risk. However, no assurances can be made that we will be able to successfully diversify our operations.

 

Any operational disruption at our facilities could result in a reduction of our sales volume, and could cause us to incur substantial losses. If our operations at our facilities experience a significant interruption due to a major accident or damage by severe weather or other natural disasters, our ability to generate revenues could be adversely impacted. In addition, our operations may be subject to labor disruptions and unscheduled downtime, or other operational hazards inherent in our industry, such as equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures, transportation accidents and natural disasters. Some of these operational hazards may cause personal injury or loss of life, severe damage to or destruction of property and equipment or environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties. Our insurance may not cover or be adequate to fully cover the potential operational hazards described above.

 

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

 

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

 

Price increases in such inputs or a lack of supply of such inputs could increase production costs, reduce profit margins and negatively affect cash flow. This is especially true if market conditions do not allow us to pass increased material costs to our customers. If a period of high raw material prices were to

 

 

be sustained for some time, such pricing may reduce our ability to operate and generate revenues. In certain instances, we could decide to limit or even cease production for a period of time.

 

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

 

          There can be no assurances that we will continue to have a steady supply of raw materials. We have established relationships with multiple supply vendors for each of our business operations. While we are currently in negotiations with each of them on an ongoing basis to purchase raw materials at competitive prices, there can be no assurance that we will be able to reach an agreement with them in the future. We are working on a fixed long-term contract to maintain a steady supply, but for now we feel it is better to negotiate material purchases on a short term basis. We have received limited assurances from government officials of assistance in maintaining a steady supply of materials. Additionally, we hope in the future to develop our own supply chain that we hope will eventually include owning our own farms, pressing plants, and oil wells. However, we cannot provide any guarantees that we will be able to establish a steady supply of materials.

 

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

 

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

Declines in the prices of our products may have a significant negative impact on our financial performance. Our revenues will be greatly affected by the price at which we can sell our products. These prices can be volatile as a result of a number of factors. These factors include the overall supply and demand, the price of fuel, level of government support and the availability and price of competing products. Biodiesel prices generally parallel the movement of petroleum oil prices. Oil prices are difficult to forecast because the market reflects the global economy, which is subject to political upheaval, natural disasters and other myriad factors. Even rumors of political instability can significantly affect the price of our products. Further, exchange rates play a key role in domestic and international fuel pricing. Any lowering of diesel prices will likely also lead to lower prices for biodiesel, which may decrease our sales and reduce revenues.

 

Management believes our location gives us a competitive advantage in that we have market opportunities not just in Colombia, but also throughout South America, Central America, and the United States. In the foreseeable future we believe we will be able to produce biodiesel and diesel products at a substantially lower cost than U.S. producers, giving us a slightly greater buffer then the rest of our competitors, even with the cost of transportation. Many of our competitors have land locked facilities with no port access leaving only the prospect of utilizing ground fleets to deliver their biodiesel fuels.

 

 

Ultimately this limits their market within a few hundred-mile radius, making it difficult for them to seek out secondary markets in which they might be able to obtain higher prices.

 

          Because members of our management are also involved with other companies, there is a potential that conflicts of interest may arise in the future. JASB, one of our principal shareholders and co-owner of Great Voyages, one of our subsidiaries, is a company that is controlled by Mr. Saito, our Chief Executive Officer and a director. JASB has loaned us money from time to time in the past and may do so in the future. If such conflicts do arise, Mr. Saito intends to resolve any such conflicts in the most favorable manner to us. However, there may be situations that arise in the future that cannot be resolved in our favor.

 

Availability of charters and suitable ships for fuel transportation may become limited or costs may be increased by higher fuel, crew, and maintenance costs. We are marketing our biodiesel and diesel fuel in Colombia and, if the economics are favorable, to other locations in North and South America. If we do sell our product outside of Colombia, we will need to arrange for transportation of our fuel. In February 2008, Great Voyages came to terms on its first charter with Serport, S.A. We have decided not to take possession of this ship and are looking at other options to this charter. There is a demand by competitors for charter ships. In the future the cost for additional charters may become excessive in price if demand increases sharply. Additionally, higher prices for fueling, crewing, and maintaining charters may ultimately be passed on to us, thereby decreasing our profitability.

 

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

 

Competition in our industry is intense. New plant construction or decreases in demand for our fuel products may result in excess production capacity, which could have an impact upon our ability to operate profitably. Excess capacity in the diesel and biodiesel industry may lead to increased competition for inputs and decreased market prices for our products, which means that we may be unable to acquire the inputs needed or be unable to acquire the inputs at a profitable price. In addition, if the excess capacity occurs, we may be unable to market our products at profitable prices.

 

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

 

Competition from the advancement of other alternative fuels may lessen the demand for biodiesel and negatively impact our profitability.Alternative fuels, gasoline oxygenates and biodiesel production methods are continually under development. A number of automotive, industrial and power generation manufacturers are developing alternative clean power systems using fuel cells or clean burning gaseous fuels. Like biodiesel, the emerging fuel cell industry offers a technological option to address increasing worldwide energy costs, the long-term availability of petroleum reserves and environmental concerns. Fuel cells have emerged as a potential alternative to certain existing power sources because of their higher efficiency, reduced noise and lower emissions. Fuel cell industry participants are currently targeting the

 

 

transportation, stationary power and portable power markets in order to decrease fuel costs, lessen dependence on crude oil and reduce harmful emissions. If the fuel cell and hydrogen industries continue to expand and gain broad acceptance, and hydrogen becomes readily available to consumers for motor vehicle use, we may not be able to compete effectively. This additional competition could reduce the demand for biodiesel, which would negatively impact our profitability.

 

Labor costs will always be a factor in all of our businesses. We have chosen to locate in depressed labor markets to keep these costs minimized. However, these markets may change over time, perhaps at a rapid pace, which can increase our costs substantially. An increase in cost will have a negative impact on our anticipated results of operation.

 

          Most of our technology is acquired from external vendors who service other clients with identical technology. Our technology is similar or identical to most of the current refineries and biodiesel plants and as such has only limited uniqueness. We consider one of our threats to be information regarding our supply sources and customer base. We limit access to both our purchasing and selling sources to key employees in their respective department to ensure minimal exposure for this data. There can be no assurances that our efforts in this regard will be successful. If we are not successful in our efforts we may experience negative consequences.

 

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

 

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

 

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

 

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

 

 

 

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

 

We are currently experiencing a period of rapid growth that is imposing a significant burden on our current administrative and operational resources. Our ability to effectively manage our growth will require us to substantially expand the capabilities of our administrative and operational resources by attracting, training, managing and retaining additional qualified personnel, including additional members of management, technicians and others. To successfully operate our new facilities we need to manage operations and production, as well as marketing and selling the end products generated by our facilities. There can be no assurances that we will be able to do so. Our failure to successfully manage our growth may have a negative impact on our anticipated results of operations.

 

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

 

          While we are expending resources in developing the necessary documentation and testing procedures required by SOX 404, there is a risk that we will not comply with all of the requirements imposed thereby. At present, there is no precedent available with which to measure compliance adequacy. Accordingly, there can be no positive assurance that we will receive a positive attestation from our independent auditors. However, there is recent legislation that has been presented in the US Congress that will eliminate the requirement for “small business issuers” to comply with SOX 404. We intend to continue to monitor this situation, but will continue our efforts herein. It is also possible that we will no longer be considered a “small business issuer” in the foreseeable future due to the growth of our revenue base.

 

          In the event we identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner or we are unable to receive a positive attestation from our independent auditors with respect to our internal controls, investors and others may lose confidence in the

 

 

reliability of our financial statements and our ability to obtain equity or debt financing could suffer.

RISKS RELATED TO OUR COMMON STOCK

 

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

 

There is a limited trading market for our securities and there can be no assurance that such a market will develop in the future. We were approved for listing our Common Stock for trading on the OTC Electronic Bulletin Board (the “OTCBB”) operated by the Financial Industry Regulatory Authority (“FINRA”), f/k/a the National Association of Securities Dealers, Inc., in February 2008. As of the date of this Report, trading in our Common Stock is limited. There is no assurance that a market will develop in the future or, if developed, that it will continue.

 

Our Common Stock also trades on the Bermuda Stock Exchange (“BSX”) International Market. We have also begun the process of listing our securities in Panama Stock Exchange, Stock Exchange of Singapore, and Osaka Securities Exchange or other suitable market in Japan. Our newly formed subsidiary, Grupo Odin SA is also planning to list its securities on the Bogota Stock Exchange. We feel these efforts will assist in developing a trading market for our securities, but there can be no assurance that these efforts will be successful or have the desired results.

 

          We do not have significant financial reporting experience, which may lead to delays in filing required reports with the Securities and Exchange Commission and suspension of quotation of our securities on the OTCBB or a national exchange, which will make it more difficult for you to sell your securities. The OTCBB and a national exchange each limit quotations to securities of issuers that are current in their reports filed with the Securities and Exchange Commission. Because we do not have significant financial reporting experience, we may experience delays in filing required reports with the Securities and Exchange Commission (the “SEC”). Because issuers whose securities are qualified for quotation on the OTCBB or any other national exchange are required to file these reports with the Securities and Exchange Commission in a timely manner, the failure to do so may result in a suspension of trading or delisting.

 

          There are no automated systems for negotiating trades on the OTCBB and it is possible for the price of a stock to go up or down significantly during a lapse of time between placing a market order and its execution, which may affect your trades in our securities. Because there are no automated systems for negotiating trades on the OTCBB, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders, an order to buy or sell a specific number of shares at the current market price, it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and its execution.

 

          Our stock may be considered a “penny stock” if it trades below $5.00 per share. This can adversely affect its liquidity. As of the date of this Report, our Common Stock trades in excess of $5.00 per share, but there can be no assurance that this price will be maintained in the future. If the trading price of our Common Stock falls below $5.00 per share, trading in our Common Stock will be subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and

 

 

accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction.

 

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

 

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

 

Any adverse effect on the market price of our Common Stock could make it difficult for us to raise additional capital through sales of equity securities at a time and at a price that we deem appropriate. Sales of substantial amounts of Common Stock, or in anticipation that such sales could occur, may materially and adversely affect prevailing market prices for our Common Stock.

 

The market price of our Common Stock may fluctuate significantly in the future. The market price of our Common Stock may fluctuate in response to one or more of the following factors, many of which are beyond our control:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

RISKS RELATED TO OUR COMPANY

 

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

 

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

 

          Our management and principal shareholders have the ability to significantly influence or control matters requiring a shareholder vote and other shareholders may not have the ability to influence corporate transactions. Currently, Mr. Saito, our CEO and Chairman of our Board of Directors, owns in excess of a majority of our outstanding Common Stock. As a result, Mr. Saito, acting alone, has the ability to determine the outcome on all matters requiring approval of our shareholders, including the election of directors and approval of significant corporate transactions.

 

          Each prospective purchaser is encouraged to carefully analyze the risks and merits of an investment in our Common Stock and should take into consideration when making such analysis, among others, the Risk Factors discussed above.

 

 

 

 

 

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

 

 

 

 

 

 

 

 

 

 

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.