UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~FORM~~Form 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2009~~2010

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. 42nd Street, Suite 1225

New York, New York 10165

(Address of principal executive offices)

(212) 557-0223

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x [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.

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

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 [X]

As of ~~November~~June 2314, ~~2009~~2010, there were 23,218,110 shares of the Registrant’s Common Stock, $0.001 par value per share, issued and outstanding.

TABLE OF CONTENTS

		Page No.
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2008	F-1
	Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009	F-1
	Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2009 and 2008 (unaudited)	F-2
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2010 and 2009 (unaudited)	F-2
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008 (unaudited)	F-3
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (unaudited)	F-3
	Notes to Consolidated Financial Statements	F-4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1218
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2027
Item 4T.	Controls and Procedures	2027
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings.	2229
Item 1A.	Risk Factors.	2229
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	3029
Item 3.	Defaults Upon Senior Securities.	3129
Item 4.	Submission of Matters to a Vote of Security Holders.	3129
Item 5.	Other Information.	3129
Item 6.	Exhibits.	3129
	Signatures	3230

PART I.

ITEM 1. FINANCIAL STATEMENTS

AMIWORLD, INC.

________________________________

TABLE OF CONTENTS

Page No.

		Page No.

FINANCIAL STATEMENTS
Consolidated Balance Sheets		F-1
Consolidated Statements of Operations and Comprehensive Income (Loss)		F-2
Consolidated Statements of Cash Flows		F-3
Footnotes to the Consolidated Financial Statements		F-4-F-14

~~FINANCIAL STATEMENTS~~3

~~Consolidated~~AMIWORLD, ~~Balance Sheet F-1~~INC.

~~Consolidated~~CONSOLIDATED ~~Statements~~BALANCE ~~of Operations F-2~~SHEETS

Consolidated Statements of Cash Flow F-3

	March 31, 2010			December 31, 2009
		(Unaudited)
ASSETS
Current Assets
Cash	$	1,082,141		$	3,336,012
Accounts Receivable, net		5,642,669			5,803,869
Prepaid Expenses & Advance Payments		3,878,191			3,894,223
Due from Affiliates, net		2,842,616			1,305,308
Inventory		1,134,999			1,014,807
Total current assets		14,580,616			15,354,219
Fixed Assets
Land		551,034			519,862
Buildings		17,562,723			16,571,505
Construction in Progress		6,693,370			5,687,478
Machinery & Vehicles		335,323			314,808
Equipment & Furniture		798,579			748,936
Less: Accumulated Depreciation		(1,030,761	)		(889,225	)
		24,910,268			22,953,364
Other Assets
Deposits		1,100,431			1,119,283

TOTAL ASSETS	$	40,591,315		$	39,426,866

LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses	$	8,501,659		$	8,481,676
Notes Payable - Bank		4,160,401			4,307,064
Notes Payable - Other		1,100,000			1,000,000
Total current liabilities		13,762,060			13,788,740
Stockholders’ Equity
Preferred Shares: $.001 par value, 25,000,000 shares authorized
No shares issued and outstanding		—			—
Common Shares: $.001 par value, 175,000,000 shares authorized;
23,218,110 shares issued and outstanding		23,218			23,218
Additional Paid in Capital		30,915,067			30,915,067
Deferred Compensation Expense - Stock and Options		(819,500	)		(894,000	)
Accumulated Other Comprehensive Income		490,868			(933,423	)
Accumulated Deficit		(6,574,639	)		(5,691,153	)
		24,035,014			23,419,709

Non-controlling Interest		2,794,241			2,218,417

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	40,591,315		$	39,426,866

~~Footnotes~~See accompanying notes to the ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements F-4-F-8~~statements.

3F-1

~~AMIWORLD, INC.~~4

~~CONSOLIDATED~~AMIWORLD, ~~BALANCE SHEETS~~INC.

	September 30, 2009			December 31, 2008
	(Unaudited)
ASSETS
Current Assets
Cash	$	578,159		$	5,046,725
Accounts Receivable, net		419,761			468,999
Prepaid Expenses & Advance Payments		3,745,090			3,301,051
Inventory		4,240,473			2,558,836
Total current assets		8,983,483			11,375,611
Fixed Assets
Land		548,211			471,961
Buildings		17,471,963			15,604,014
Machinery & Vehicles		324,659			279,072
Equipment & Furniture		813,992			654,292
Less: Accumulated Depreciation		(838,623	)		(452,817	)
		18,320,202			16,556,522
Other Assets
Construction in progress		5,485,529			4,463,000
Deposits		6,224			5,450
		5,491,753			4,468,450
TOTAL ASSETS	$	32,795,438		$	32,400,583
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	3,575,257		$	1,954,026
Advance Deposits		—			1,801,149
Taxes Payable		1,544			140,717
Notes Payable - Bank		3,357,915			1,966,720
Due to affiliated companies (net)		195,654			1,481,482
Total current liabilities		7,130,370			7,344,094
Stockholders’ Equity
Common Shares, $.001 par value, 175,000,000 shares authorized, 23,218,110 shares issued and outstanding		23,218			23,218
Additional paid in capital		30,915,067			30,915,067
Deferred Compensation Expense - Stock and Options		(968,500	)		(1,192,000	)
Accumulated other comprehensive income		27,037			(2,219,920	)
Accumulated (deficit)		(4,936,325	)		(2,960,454	)
		25,060,497			24,565,911
Non-controlling interest		604,571			490,578
		25,665,068			25,056,489
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	32,795,438		$	32,400,583

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

~~See accompanying notes to the consolidated financial statements.~~(Unaudited)

F-1

	Three Months Ended March 31,
	2010			2009
Revenue
Fuel Resale	$	17,209,530		$	2,745,725
Biodiesel		1,528,486			308,048
Petroleum Diesel		971,141			1,298,678
		19,709,157			4,352,451
Cost of Goods Sold
Fuel Resale		16,492,703			2,494,010
Biodiesel		1,652,570			330,685
Odin Petroleum (Petroleum Diesel		1,200,388			1,128,990
		19,345,661			3,953,685
Gross Profit		363,496			398,766

General and Administrative Expenses
Operating Expenses		1,054,744			1,193,889
Compensation Expense - Stock and Options		74,500			74,500
Depreciation and Amortization		94,002			88,420
		1,223,246			1,356,809
(Loss) from operations		(859,750	)		(958,043	)

Other Income and (Expense)
Interest Income		80,143			165
Interest (Expense)		(178,434	)		(18,354	)
Miscellaneous Income		8,243			30,304
		(90,048	)		12,115
(Loss) before provision for income tax		(949,798	)		(945,928	)
Provision for income tax		—			—

Net (Loss)		(949,798	)		(945,928	)
Less: Net Loss attributable to the noncontrolling interest		66,312			34,880
Net (Loss) attributable to Amiworld, Inc. common shareholders		(883,486	)		(911,048	)

Other Comprehensive Income (Loss) - Net of Tax
Foreign currency translation gains (losses)		1,424,291			(1,648,336	)
Comprehensive Income (Loss)	$	540,805		$	(2,559,384	)

Weighted average income (loss) per share (Basic and fully diluted)	$	(0.04	)	$	(0.04	)

Weighted average number of common shares outstanding (Basic and fully diluted)		23,218,110			23,218,110

4See accompanying notes to the consolidated financial statements.

~~AMIWORLD, INC.~~F-2

~~CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME~~5

~~(Unaudited)~~AMIWORLD, INC.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Revenue
Product Sales	$	18,691,898		$	5,710,492		$	34,305,129		$	10,915,845
Oil Trading Commission		—			—			—			360,000
		18,691,898			5,710,492			34,305,129			11,275,845
Cost of Goods Sold		17,607,715			4,427,615			31,197,394			8,087,464
Gross Profit		1,084,183			1,282,877			3,107,735			3,188,381
General and Administrative Expenses
Operating expenses		1,951,712			925,511			4,482,241			2,035,649
Compensation Expense - Stocks and Options		74,500			69,510			223,500			208,529
Depreciation		136,000			179,001			313,579			868,901
		2,162,212			1,174,022			5,019,320			3,113,079
Income/(Loss) from operations		(1,078,029	)		108,855			(1,911,585	)		75,302
Other Income and (Expense)
Interest Income		50			1,667			444			4,285
Interest (Expense)		(150,620	)		(7,515	)		(223,105	)		(9,143	)
Miscellaneous Income		43,344			8,207			86,748			17,799
		(107,226	)		2,359			(135,913	)		12,941
Income/(Loss) before provision for income tax		(1,185,255	)		111,214			(2,047,498	)		88,243
Provision for income tax		—			—			—			—
Non-controlling interest		55,358			(18,837	)		71,627			(43,428	)
Net Income/(Loss)		(1,129,897	)		92,377			(1,975,871	)		44,815
Other Comprehensive Income/(Loss) - Net of Tax
Foreign currency translation gains (losses)		2,209,565			(2,964,439	)		2,246,957			(2,184,305	)
Comprehensive Income/(Loss)	$	1,079,668		$	(2,872,062	)	$	271,086		$	(2,139,490	)
Weighted average Income/(loss) per share (Basic and fully diluted)	$	(0.05	)	$	0.00		$	(0.09	)	$	0.00
Weighted average number of common shares outstanding (Basic and fully diluted)		23,218,110			23,281,327			23,218,110			22,317,424

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~See accompanying notes to the consolidated financial statements.~~(Unaudited)

F-2

	Three Months Ended March 31,
	2010			2009

Cash Flows from Operating Activities
Net (Loss)	$	(949,798	)	$	(945,928	)
Items not involving an outlay of funds:
Depreciation and Amortization		94,002			88,420
Compensation Expense - Stocks and Options		74,500			74,500
		(781,296	)		(783,008	)
Change in non-cash operating balances
Accounts Receivable		(206,804	)		(1,438,978	)
Prepaid Expenses & Advance Payments		241,464			321,378
Inventory		(56,991	)		(283,854	)
Accounts Payable and Accrued Expense		(181,274	)		818,058
Advance Deposits		—			(1,801,149	)
Net cash (used in) operating activities		(984,901	)		(3,167,553	)

Cash Flows from Investing Activities
Purchase of fixed assets		(7,100	)		(49,695	)
Construction in Progress		(649,013	)		—
Net cash (used in) investing activities		(656,113	)		(49,695	)

Cash Flows from Financing Activities
Contributions by minority ownership		567,508			185,569
Proceeds from borrowings		1,475,334			1,405,182
(Repayments) on borrowings		(1,703,299	)		(1,512,451	)
Proceeds from borrowing from affiliated companies		1,222,600			342,391
(Repayments) to affiliated companies		(2,928,050	)		—
Net cash provided by (used in) financing activities		(1,365,907	)		420,691

Effect of exchange rate changes on cash		753,050			208,678

(Decrease) in cash		(2,253,871	)		(2,587,879	)
Cash, beginning of year		3,336,012			5,046,725
Cash, end of the period	$	1,082,141		$	2,458,846

Supplemental Disclosure
Cash paid for interest	$	151,163		$	18,354
Cash paid for income taxes	$	—		$	—

5See accompanying notes to the consolidated financial statements.

~~AMIWORLD, INC.~~F-3

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~6

~~(Unaudited)~~AMIWORLD, INC.

	Nine Months Ended September 30th
	2009			2008
CASH PROVIDED BY (USED IN):
Operating Activities
Net (Loss)	$	(1,975,871	)	$	44,815
Items not involving an outlay of funds:
Depreciation and amortization		313,579			868,901
Compensation Expense - Options & Stocks		223,500			208,529
Compensation Expense - Investor Relations		—			68,333
Non-controlling interest in net income		(71,627	)		(43,428	)
		(1,510,419	)		1,147,150
Change in non-cash operating balances
Accounts Receivable		73,180			(710,308	)
Prepaid expenses & advance payments		248,786			(1,668,706	)
Inventory		(1,175,909	)		(1,093,163	)
Deposits Refundable		(733	)		—
Accounts payable and accrued expense		899,718			807,472
Advance Deposits		(1,801,149	)		550,730
Net cash provided by (used in) operating activities		(3,266,526	)		(966,825	)
Investing Activities
Purchase of fixed assets		(165,539	)		(4,277,934	)
Construction in Progress		(602,143	)		—
Net cash (used in) investing activities		(767,682	)		(4,277,934	)
Financing Activities
Contributions by minority ownership		185,621			—
Proceeds from borrowing		6,486,062			383,849
(Repayments) from borrowing		(5,318,191	)		—
Proceeds from borrowing from affiliated companies		3,741,299			2,547,425
(Repayments) from borrowing from affiliated companies		(5,030,339	)		(752,035	)
Issuance of common stock for cash		—			3,892,350
Net cash provided by financing activities		64,452			6,071,589
Effect of exchange rate changes on cash		(498,810	)		(1,430,595	)
(Decrease) in cash		(4,468,566	)		(603,765	)
Cash, beginning of year		5,046,725			4,639,783
Cash, end of the period	$	578,159		$	4,036,018
Supplemental Disclosure
Cash paid for interest	$	219,049		$	9,143
Cash paid for income taxes	$	—		$	—

Notes to the Consolidated Financial Statements

~~See~~March ~~accompanying~~31, ~~notes to the consolidated financial statements.~~2010

~~F-3~~(Unaudited)

6(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Amiworld,~~Organization ~~Inc.~~and Nature of Business

~~Notes~~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 ~~Consolidated~~certificate ~~Financial~~of ~~Statements~~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.

~~September~~The 30primary objective of the Company is on developing its energy and energy related businesses. The primary divisions of the Company are the operation of a bio-diesel factory in Colombia, ~~2009~~the operation of a petroleum refinery in Colombia, and the brokerage of fuel related products. Additional operations will include the acquisition of oil tankers, and the Company is investigating engaging in oil exploration in Colombia and the development of additional refineries.

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

~~(1)~~In ~~Summary~~December 2006, we formed a subsidiary, Odin Petroleum, Inc. We invested $9,500 in exchange for 95% of ~~Significant~~the ~~Accounting~~company’s ~~Policies~~shares and JASB of New York Corp., a New York corporation owned by our CEO and President invested $500 in exchange for 5% of the company’s shares. The results of operations of Odin Petroleum, Inc. have been consolidated with our operations from its inception on December 11, 2006 forward.

~~Organization~~The Company in April 2007 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 ~~Nature~~President, for the purpose of ~~Business~~ 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.

~~Amiworld,~~Odin ~~Inc~~Petroil S.A. (~~the~~Odin ~~“Company”~~Petroil) was incorporated in ~~the~~Colombia ~~State of New York,~~ on ~~October~~March 306, ~~1998 as Amuru International Inc~~2007. On ~~The~~December ~~Company~~10, ~~changed its name on April 28~~2007, ~~1999~~in ~~by filing~~ an ~~amendment~~acquisition toclassified ~~the~~as ~~certificate of incorporation. The Company on November 20, 2006 formed~~ a ~~Nevada~~transaction ~~corporation~~between byparties ~~the~~under ~~same~~common ~~name and conducted a private placement. On March 30~~control, ~~2007~~Amiworld, ~~the~~Inc. ~~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 structure94.5% ~~The primary objective~~ of the ~~Company~~outstanding ~~has~~shares ~~been revised and the Company has now placed emphasis on developing its energy and energy related businesses. The primary divisions~~ of ~~the~~Odin ~~Company~~Petroil (7,814,772 ~~are~~shares ~~the operation~~ of aAmiworld, ~~bio-diesel factory in Colombia and a petroleum refinery in Colombia~~Inc. ~~Additional~~were ~~operations~~issued ~~will~~for ~~include~~7,843,500 ~~the~~shares ~~acquisition~~ of ~~oil~~Odin ~~tankers and the brokerage of oil related products in South America~~Petroil), ~~Central~~making ~~America,~~Odin ~~the~~Petroil ~~Caribbean,~~a ~~and~~majority ~~the~~owned ~~United~~subsidiary ~~States. The Company continues to have other investment objectives, such as the pursuit~~ of ~~real estate~~Amiworld, ~~managed futures, technology and retail firms, and any other investments that offer short term gains that may be pursued in the future~~Inc.

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.F-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.4

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. 7

~~Odin Petroil S.A. was incorporated in Colombia on March 6~~AMIWORLD, ~~2007~~INC. 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.

OnNotes ~~July~~to ~~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~~Consolidated ~~shares~~Financial 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.Statements

~~F-4~~March 31, 2010

7(Unaudited)

~~Amiworld,~~(1) SUMMARY ~~Inc.~~OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

On July 23, 2009 Grupo Odin, S.A. was incorporated in Colombia. On September 307, 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. During the 4th quarter of 2009 Grupo Odin, S.A. acquired Amiworld’s interest in all of our Colombian subsidiaries in exchange for a controlling interest in Grupo Odin, S.A. This company is intended to act as a holding company for our Colombian subsidiaries.

On September 30, 2008 Odin ZF, a company which is owned by Mamoru Saito, our CEO entered into a lease with a purchase option for another refinery in Colombia. At the same time Odin Petroil and Odin ZF entered into an agreement to finance this refinery with an option to assume this lease and purchase option. Odin Petroil suspended this agreement during March 2009 due to complexities involved in the lease/purchase arrangement being done by Odin ZF. Should circumstances change, Odin Petroil continues to have an option to resume the lease and subsequently acquire this refinery at its option. Odin Petroil has continued to operate the facility in a management capacity and during 2009 terms were established, whereby we received a management fee of 300,000,000 pesos monthly (~~Unaudited~~US$145,300). During the three month periods ended March 31, 2010 and March 21, 2009 Odin Petroil billed fees totaling 900,000,000 pesos (US$456,440). The contract is on a month to month basis and is cancellable by either party upon 30 days written notice. During the three month period ended March 31, 2010, the cost of operation of this facility was approximately $225,000. The results of Odin ZF have been consolidated with Amiworld for the year ended December 31, 2009 and the three months ended March 31, 2010.

~~(1)~~Unaudited ~~Summary of Significant Accounting Policies (Continued)~~Statements

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

~~The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10~~F-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, 2009.5

~~Principles of Consolidation~~8

~~The accompanying consolidated financial statements include the accounts of Amiworld~~AMIWORLD, ~~Inc~~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.

~~Reclassifications.~~Notes to the Consolidated Financial Statements

~~Certain~~March ~~amounts previously presented for prior periods have been reclassified to conform with the current presentation. The reclassifications had no effect on net loss~~31, ~~total assets, or total shareholders’ equity.~~ 2010

~~Estimates.~~(Unaudited)

~~The~~(1) SUMMARY ~~preparation~~OF ofSIGNIFICANT ~~financial~~ACCOUNTING ~~statements~~POLICIES 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.(Continued)

~~F-5~~Principles of Consolidation

8The accompanying consolidated financial statements include the accounts of Amiworld, Inc. and its majority owned subsidiaries Grupo Odin, S.A, Odin ZF and Odin Petroleum, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

~~Amiworld, Inc.~~Reclassifications

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

~~September 30, 2009~~Estimates

~~(Unaudited)~~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.

~~(1)~~Long-Lived ~~Summary of Significant Accounting Policies (Continued)~~Assets

In accordance with ASC 360-10 “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. The Company has determined that no impairment existed at December 31, 2009 or March 31, 2010.

~~In accordance with ASC 360~~F-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, 2009.6

~~Per Share Amounts.~~9

~~ASC 260-10 "Earnings Per Share~~AMIWORLD," ~~provides for the calculation of "Basic" and "Diluted" earnings per share~~INC. 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.

~~(2)~~Notes ~~NOTES~~to ~~PAYABLE~~the Consolidated Financial Statements

InMarch ~~July 2008 two of our subsidiary companies~~31, 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.2010

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

~~During~~Per ~~September~~Share 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). Amounts

FASC 260-610 "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 March 31, 2010, outstanding options to purchase 1,411,500 shares of common stock would have an anti-dilutive effect and were therefore excluded from the calculation.

9Fair Value of Financial Instruments

~~Amiworld~~ASC 825, ~~Inc~~“Disclosures About Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” (“ASC 820”) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2010.

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

~~September~~Recently ~~30,~~Adopted ~~2009~~Accounting Standards

The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (~~Unaudited~~“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.

~~(3) Related party transactions and balances~~F-7

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.10

~~On September 30~~AMIWORLD, ~~2008, Odin agreed to lease and operate another petroleum diesel refinery in the free trade zone in Santa Marta, Colombia~~INC. 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.

~~(4)~~Notes ~~STOCK~~to ~~OPTIONS~~the Consolidated Financial Statements

~~The~~March ~~status~~31, ~~of our stock options and awards is summarized as follows:~~2010

	Shares	Weighted Average Exercise Price
Outstanding December 31, 2008	1,490,000	$1.00
Granted	-	-
Exercised	-	-
Cancelled	(78,500)	$1.00
Outstanding June 30, 2009	1,411,500	$1.00

(Unaudited)

~~The~~(1) SUMMARY ~~following~~OF ~~table~~SIGNIFICANT ~~summarizes~~ACCOUNTING ~~information~~POLICIES ~~about our options outstanding at September 30, 2009:~~(Continued)

~~Outstanding~~In June 2009, FASB established the Accounting Standards Codification (“ASC”) as the single source of authoritative US GAAP to be applied by nongovernmental entities. Rules and ~~exercisable:~~interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. The ASC is a new structure which took existing accounting pronouncements and organized them by accounting topic. The ASC did not change current US GAAP, but was intended to simplify user access to all authoritative US GAAP by providing all the relevant literature related to a particular topic in one place. All previously existing accounting standards were superseded and all other accounting literature not included in the ASC is considered non-authoritative. New accounting standards issued subsequent to June 30, 2009 will be communicated by the FASB through Accounting Standards Updates (ASUs). The ASC was effective during the period ended September 30, 2009. Adoption of the ASC did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

Range of Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (*Years)		Weighted Average Exercise Price
$1.00		1,411,500		3.5		$1.00

The Company has recently adopted the following new accounting standards:

AsSubsequent ofEvents ~~September~~- ~~30,~~In May 2009, the ~~aggregate~~ASC ~~intrinsic~~guidance ~~value~~for ofsubsequent ~~all~~events ~~stock~~was ~~options~~updated ~~outstanding~~to establish accounting and ~~exercisable~~reporting standards for events that occur after the balance sheet date but before financial statements are issued. The guidance was ~~approximately~~amended $6in February 2010 via ASU No. 2010-09. The standard sets forth: (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements,~~775~~ (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements,~~200~~ and (iii) the disclosures that an entity should make about events or transactions occurring after the balance sheet date in its financial statements. The amended ASU was effective immediately and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

FFair Value Measurements – In January 2010, ASU No. 2010-706 amended existing disclosure requirements about fair value measurements by adding required disclosures about items transferring into and out of levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchase, sales, issuances, and settlements relative to level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of disaggregation. The ASU was adopted during the period ended March 31, 2010, and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

10Consolidations - ASU No. 2009-17 revises the consolidation guidance for variable-interest entities. The modifications include the elimination of the exemption for qualifying special purpose entities, a new approach for determining who should consolidate a variable-interest entity, and changes to when it is necessary to reassess who should consolidate a variable-interest entity. The ASU was adopted during the period ended March 31, 2010 and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

~~Amiworld, Inc.~~F-8

~~Notes to the Consolidated Financial Statements~~11

~~September 30~~AMIWORLD, ~~2009~~INC.

~~(Unaudited)~~Notes to the Consolidated Financial Statements

~~(5)~~March ~~CONSTRUCTION~~31, ~~IN PROCESS~~2010

~~Effective June 19, 2008 our subsidiary company, Odin Petroil S.A.~~ (~~“Odin”~~Unaudited), 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.

(61) SUMMARY ~~CONCENTRATIONS~~OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

AsRecently ofIssued ~~September~~Accounting ~~30,~~Standards ~~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.~~Updates

~~During~~The ~~the~~following ~~three~~accounting ~~months~~standards ~~ended~~updates ~~September~~were ~~30,~~recently ~~2009~~issued and ~~nine~~have ~~months~~not ~~ended~~yet ~~September~~been ~~30,~~adopted ~~2009~~by ~~one~~the ~~customer~~Company. These ~~accounted~~standards ~~for~~are ~~approximately~~currently ~~82.9%~~under ~~and~~review ~~75.6%~~to determine their impact on the Company’s consolidated financial position, results of ~~sales~~operations, ~~respectively~~or cash flows.

~~(7)~~ASU ~~SUBSEQUENT~~No. ~~EVENTS~~2010-11 was issued in March 2010, and clarifies that the transfer of credit risk that is only in the form of subordination of one financial instrument to another is an embedded derivative feature that should not be subject to potential bifurcation and separate accounting. This ASU will be effective for the first fiscal quarter beginning after June 15, 2010, with early adoption permitted.

~~The~~ASU ~~Company~~No. ~~has~~2010-13 ~~evaluated~~was ~~events~~issued ~~and~~in ~~transactions~~April ~~that occurred between September 30~~2010, ~~2009~~ and ~~November~~will ~~23,~~clarify ~~2009,~~the ~~which~~classification isof ~~the~~an ~~date~~employee ~~the~~share ~~consolidated~~based ~~financial~~payment ~~statements~~award ~~were~~with ~~available~~an ~~for~~exercise ~~issue,~~price ~~for~~denominated ~~possible~~in ~~disclosure~~the orcurrency ~~recognition~~of a market in which the ~~consolidated~~underlying ~~financial~~security ~~statements~~trades. This ~~The~~ASU ~~Company~~will ~~has~~be ~~determined~~effective ~~that~~for ~~there~~the ~~were~~first nofiscal ~~such~~quarter ~~events~~beginning orafter ~~transactions~~December ~~that~~15, ~~warrant~~2010, ~~disclosure~~with orearly ~~recognition~~adoption ~~in the consolidated financial statementS~~permitted.

~~F-8~~There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

11(2) NOTES PAYABLE

~~ITEM~~In 2July 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. ~~MANAGEMENT’S~~Subsequently, ~~DISCUSSION~~these ~~AND~~two ~~ANALYSIS~~subsidiaries OFhave ~~FINANCIAL~~made routine draws and payments pursuant to the terms of this agreement. At March 31, 2010, Odin Energy had an outstanding loan balance of 548,059,660 pesos (US$284,176) and Odin Petroil had an outstanding loan balance of 601,514,481 pesos (US$311,893). These lines of credit mature between the date of this report and February 7, 2011. Interest currently accrues at the rates between 9.44% to 11.7% per annum.

~~CONDITION~~During ~~AND~~October ~~RESULTS~~2008, OFour ~~OPERATIONS~~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 March 31, 2010 we had an aggregate debt related to this agreement of 2,277,631,608 pesos (US$1,178,517).

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.F-9

~~OVERVIEW~~12

~~We were incorporated under the laws of the State of Nevada on November 20~~AMIWORLD, ~~2006~~INC. 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~~Notes ~~the~~to ~~first ten months of 2006 Amiworld – NY finalized~~ the ~~development~~Consolidated ofFinancial 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).Statements

WeMarch ~~are currently a holding company that operates through four subsidiary companies~~31, 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. 2010

~~In December 2006 we also formed Odin Petroleum Corp., a New York corporation~~ (~~“Odin Petroleum”~~Unaudited), 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,

12(2) NOTES PAYABLE (Continued)

~~our~~During ~~CEO~~September ~~and~~2009 ~~President,~~two ~~respectively.~~of ~~Oil~~our issubsidiary ~~shipped by ships provided by Great Voyages Co.~~companies, ~~Ltd.,~~Odin aEnergy ~~New~~and ~~York~~Odin ~~corporation (“Great Voyages”)~~Petroil, ~~whose~~obtained ~~principal~~loans ~~shareholder is JASB. In April 2007 we acquired a 45% interest in Great Voyages~~ from ~~JASB.~~Banco WeGNB ~~are~~Sudameris ~~also exploring diversifying our business activities~~ in ~~a synergistic manner by developing~~ the ~~business~~aggregate ~~plan~~amounts of ~~Great~~1,000,000,000 ~~Voyages~~pesos by(US$515,857) ~~developing a cargo shipping business~~each. At ~~The~~March ~~first~~31, ~~part~~2010, of the ~~business~~balance ~~will~~on bethese toloans ~~charter~~was ~~ships~~1,069,115,364 ~~for~~(US$554,351) ~~the shipment of oil and related petroleum products within the Caribbean regions~~each. The ~~second~~maturity ~~part~~dates of ~~the~~these ~~business~~loans ~~will~~have bebeen ~~the~~extended ~~purchase~~until ofSeptember ~~small~~6, ~~oil~~2010, ~~tankers~~respectively ~~to engage in the trade of oil through the free trade zone of Panama and primarily focus on shipping oil~~ from ~~South~~December ~~American~~7, ~~countries~~2009. ~~through~~Interest ~~this~~currently ~~free~~accrues ~~trade~~at ~~zone~~12.56% per annum.

OnDuring ~~July~~November 232009, ~~2009~~two ~~Grupo~~of ~~Odin~~our subsidiary companies, ~~S.A.~~Odin ~~was~~Energy ~~incorporated~~and inOdin ~~Colombia.~~Petroil, Onobtained ~~September~~loans 7,from ~~2009~~Davivienda ~~Amiworld~~in ~~invested~~the 8aggregate amounts of 850,~~898~~000,000 pesos (US$~~953~~424,951) ineach. These ~~exchange~~obligations provided for ~~9,490~~quarterly ~~shares~~payments ~~(94.96%)~~ of ~~the~~principal ~~outstanding~~and ~~shares~~interest of ~~Grupo~~226,884,845 ~~Odin~~pesos ~~S.A.~~(approximately ~~making~~($US113,429) ~~Grupo~~for ~~Odin~~each Sloan.A. During aMarch ~~majority~~2010 ~~owned~~each ~~subsidiary~~company ofborrowed ~~Amiworld.~~an ~~The~~additional ~~results~~200,000,000 ofpesos ~~operations of Amiworld~~(US$102, ~~Inc~~957). ~~and~~At ~~Grupo~~March ~~Odin~~31, ~~S.A.~~2010, ~~have~~the ~~been~~balance ~~consolidated~~on ~~from~~these ~~Grupo~~loans ~~Odin~~was 820, ~~S.A.’s~~028,023 ~~inception July 23~~(US$425,196) ~~2009 forward~~each. These ~~This~~loans ~~company~~mature ison ~~intended~~March to27, ~~act~~2011. Interest ascurrently aaccrues ~~holding~~between ~~company~~10.69% ~~for~~and ~~our~~12.65% ~~Colombian~~per ~~subsidiaries~~annum.

AsDuring ofFebruary ~~the~~2010, ~~date~~our ofsubsidiaries, ~~this~~Odin ~~Report~~Energy and Odin Petroil, weeach ~~are~~obtained ~~concentrating~~loans ~~our~~from ~~efforts~~Banco ~~and~~Colpatria ~~resources~~Red ~~into~~Multibanco Colpatria S.A. in the ~~operations~~aggregate amounts of ~~our~~249,568,265 ~~biodiesel~~pesos ~~plant~~(US$126,722) ~~petroleum~~and ~~refinery~~150,000,000 ~~and~~pesos ~~Odin~~(US$76,191), ~~Petroleum~~respectively. At IfMarch we31, ~~are~~2010, ~~successful~~Odin inEnergy had a balance on this ~~endeavor~~loan wewas ~~will~~252,969,444 ~~then~~pesos ~~address~~(US$131,168) ~~the~~and ~~development~~Odin ofPetroil ~~the~~had ~~proposed~~a ~~business~~balance of ~~Great~~150,000,000 ~~Voyages~~pesos (US$77,777). These loans matured in April 2010 and were paid in accordance with the terms of those loans.

~~Following~~During isMarch 2010 our ~~results~~subsidiary company, Odin Petroil, obtained a factoring arrangement with Bancolex in the aggregate amount of ~~operations~~420,000,000 pesos (US$217,776) for the ~~three~~purchase of 38,024 barrels of crude. This factoring agreement matured and ~~nine~~was ~~month~~paid ~~periods~~in ~~ended~~accordance ~~September~~with 30the terms of the loan on May 29, ~~2009~~2010. Interest on the factoring arrangement accrues at 20.4%.

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

~~Comparison~~(3) RELATED ofPARTY ~~Results~~TRANSACTIONS ofAND ~~Operations for the three months ended September 30, 2009 and 2008~~BALANCES

~~During~~From ~~the~~time ~~three~~to ~~months~~time ~~ended September 30, 2009,~~ we ~~generated~~have ~~revenues of $18~~borrowed,~~691,898,~~ ~~including $15~~loaned,~~608,242~~ ~~from Odin Petroleum (sale of petroleum re-sell), $3,083,656 from Odin Energy (biodiesel operations),~~ and noconducted ~~sales~~business ~~from~~with ~~Odin~~our ~~Petroil~~affiliated ~~(refinery operations)~~entities. Following ~~This~~is ~~represented~~a antable ~~increase in revenues~~ of ~~$12,981,406~~balances ~~from the~~owed ~~three~~by ~~months ended September 30~~us, ~~2008,~~or ~~when~~to ~~we generated revenues of $5~~us,~~710,492,~~ ~~including~~as ~~$5,350,492 from sale~~ of ~~diesel~~March ~~and biodiesel products and $360~~31,~~000~~ ~~from~~2010 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~~December ~~of goods sold was attributable to increased product sales and having full production capability. Our gross profit was $1~~31,~~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 F-10

~~costs~~AMIWORLD, 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 feedstocksINC. 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:

	Three Months Ended September 30th
	2009		2008
	(Unaudited)		(Unaudited)
General and Administrative Expenses
Compensation Expense - Options	$	74,500	$	69,510
Depreciation		136,000		179,000
Legal and professional		141,919		114,728
Wage expense		273,277		168,815
Supplies and office expense		125,341		36,468
Telephone and utilities		47,285		35,336
Rents		66,493		33,401
Bank Fees		47,193		55,432
Hotel, travel, and entertainment		63,437		24,558
Postage and Shipping		119,618		105,789
Advertising, marketing, and public relations		284,997		338,422
Insurance		24,113		12,563
Research and Development		24,327		—
Production Related Costs		733,712		—
		2,162,212		1,174,022

Notes to the Consolidated Financial Statements

AsMarch ~~a result~~31, 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). 2010

~~Comparison of Results of Operations for the nine months ended September 30, 2009 and 2008~~(Unaudited)

~~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~~3), RELATED ~~$2,909,007~~PARTY ~~from~~TRANSACTIONS ~~Odin~~AND ~~Petroil~~BALANCES (~~refinery operations~~Continued) 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.

	3/31/2010			12/31/2009
Receivable/(Payable) – JASB of New York Corporation	$	(140,207	)	$	297,810
Receivable – C.I. JASB Colombia		2,505,267			1,859,182
Receivable(Payable) – Odin Energy Japan		525,443			(890,967	)
(Payable) – Odin Energy Corp.		(154,523	)		—
Receivable – Musso’s Captain Table, Inc.		—			17,000
Receivable – EBOA, Ltd.		101,297			20,000
Receivable – Z International, CA		1,763			1,647
Receivable – Great Voyages, Ltd.		3,576			636
	$	2,842,616		$	1,305,308

14The receivables listed above accrue interest at the rate of six percent (6%) per annum and are due upon demand. In addition, of the funds loaned to C.I. JASB Colombia, approximately $905,793 were utilized to acquire a 4.5% interest in Grupo Odin in order to maintain the minority ownership required pursuant to Colombian law and avoid the companies dissolution. These shares are being held for the benefit of the Company and will be assigned directly to the Company in the foreseeable future. The Company has also advanced approximately $1,599,474 to C.I. JASB to continue the advancement of the mix refinery being constructed adjacent to our refinery which Amiworld intends to acquire, which will be repaid or exchanged in lieu of stock in Odin Energy upon completion of the acquisition. The accounts payable listed above carry no stated interest or repayment terms.

~~Our~~On ~~gross~~March ~~profit~~24, ~~was $3~~2009,~~107,735~~ ~~(9.1%~~the ofCompany ~~sales)~~entered ~~during~~into ~~the~~a ~~nine~~contract ~~months~~with ~~ended~~JASB ~~September~~Corporation ~~30,~~to ~~2009,~~allow ~~compared~~Amiworld to ~~$3,188,381~~utilize ~~(28.3%~~JASB ofCorporation’s ~~sales)~~office ~~for~~staff, ~~the~~office ~~nine~~space, ~~months~~and ~~ended~~office ~~September 30~~equipment, ~~2008,~~among aother ~~decrease~~things offor ~~$80,646.~~the ~~The~~purpose ~~decrease~~of inaiding ~~our~~Odin ~~gross~~Petroleum’s ~~profit~~efforts ~~was attributable~~ to ~~substantial increase in our petroleum re-~~sell, ~~which carries a substantially lower margin then~~ our ~~refinery sales~~products. We ~~Additionally~~paid ~~there~~JASB ~~were~~fees ~~periods~~ of ~~inactivity~~approximately of$87,531 ~~sales for both Odin Petroil~~ and ~~Odin Energy~~$41,923 ~~which~~during ~~have substantially higher margins. These periods of inactivity are due to~~ the ~~fact~~three ~~that~~months weended doMarch ~~not~~31, ~~have~~2010 aand ~~steady~~March ~~flow~~31, of2009, ~~product sales~~respectively. ~~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:F-11

	Nine Months Ended September 30th
	2009		2008
	(Unaudited)		(Unaudited)
General and Administrative Expenses
Compensation Expense - Options	$	223,500	$	208,529
Depreciation		313,579		868,901
Legal and professional		524,576		439,079
Wage expense		709,463		357,535
Supplies and office expense		520,151		86,467
Telephone and utilities		155,122		140,877
Rents		186,025		104,961
Bank Fees		159,585		94,714
Hotel, travel, and entertainment		199,248		96,242
Postage and Shipping		240,263		143,685
Advertising, marketing, and public relations		449,674		559,526
Insurance		51,738		12,563
Research and Development		552,684		—
Production Related Costs		733,712		—
		5,019,320		3,113,079

15AMIWORLD, INC.

AsNotes ~~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~~Consolidated ~~months~~Financial 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. Statements

~~LIQUIDITY~~March ~~AND~~31, ~~CAPITAL RESOURCES~~2010

~~At September 30, 2009, we had $578,159 in cash.~~ (Unaudited)

~~Historically,~~(4) STOCK 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. OPTIONS

WeThe ~~believe~~status ~~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~~stock tooption ~~generate~~awards ~~ongoing~~is ~~profits~~summarized ~~and~~as ~~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.~~follows:

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.

	Shares			Weighted Average Exercise Price
Outstanding December 31, 2008		1,490,000		$	1.00
Granted		-			-
Exercised		-			-
Cancelled		(78,500	)		-
Outstanding December 31, 2009		1,411,500		$	1.00

Granted		-			-
Exercised		-			-
Cancelled		-			-
Outstanding March 31, 2010		1,411,500		$	1.00

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~~following ~~and~~table ~~terms~~summarizes ~~vary~~information ~~based~~about onour ~~current~~options ~~bank~~outstanding ~~rates.~~at AsMarch ~~of September 30~~31, 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. 2010:

~~During~~Outstanding ~~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. exercisable:

Range of Exercise Price				Number Outstanding				Weighted Average Remaining Contractual Life (Years)				Weighted Average Exercise Price
$	1.00				1,411,500				3 ½			$	1.00

~~During~~As ~~September~~of ~~2009~~March ~~our subsidiary company~~31, ~~Odin Petroil~~2010, ~~obtained a factoring arrangement with Bancolex in~~ the aggregate ~~amount~~intrinsic ofvalue ~~207,842,837 pesos (US$107,217) for the purchase~~ of ~~1,500~~all ~~barrels~~stock ofoptions ~~crude~~outstanding ~~for~~and ~~conversion~~exercisable ~~into~~was ~~petroleum~~approximately ~~diesel. This factoring agreement matures on November 15, 2009. Interest on the factoring arrangement is 7,538,341 pesos (US~~$36,~~889)~~775,200.

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 F-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 4th 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 1st quarter of 2010 in Colombia for the purpose of expanding the operations of Odin Petroil. 15

~~As a result of our continuing efforts to seek out financing opportunities in August 2009 we executed an agreement with Middlebury Securities LLC~~AMIWORLD, ~~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~~INC. 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.

WeNotes ~~continue~~ to ~~seek out equity capital in order to expand~~ the ~~operations~~Consolidated ofFinancial 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.Statements

~~While~~March ~~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~~(Unaudited)

~~Critical~~(5) CONSTRUCTION ~~accounting~~IN 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 PROCESS

17Effective June 19, 2008, our subsidiary company, Odin Petroil S.A. (“Odin”), entered into an agreement with FISS – Project Development Ltd., Colombia, South America (“FISS”), wherein FISS agreed to upgrade our existing oil distillation tower and to construct an additional oil distillation tower at our oil refinery in Santa Marta, Colombia. The total price payable for this tower was estimated at $8.67 million (US), which was to be payable through the issuance of 800,000 shares of our Common Stock plus cash payments of $4.67 million. The first phase of this project was completed during the 3rd quarter of 2008 when our existing tower was upgraded to increase our capacity from 30,000 to 45,000 barrels per month. The second phase of the project was to add a second tower and additional tanks to increase our production by an additional 55,000 barrels per month. We delayed this expansion and have now modified this plan to allow for a production increase of 175,000 barrels per month. The expansion will include the construction of a new atmospheric distillation tower with its related accessories, including a Cummins diesel plant, boiler, pumps, and all related electrical and piping. FISS will also construct three storage tanks, each capable of storing 28,500 barrels of oil, and one storage tank capable of storing 28,500 barrels of diesel fuel. We are negotiating with FISS the final details of this plan and related costs, but we believe the construction will cost approximately $22 million. To date we have completed the foundations for the tanks and we are working on acquiring material to construct the tanks. We are presently in a private equity raise of capital in Colombia and we are in the process of securing additional bank financing for this project. We anticipate the project will be complete within 9 months after obtaining the financing.

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.(6) CONCENTRATIONS

~~Leases~~As –of WeMarch ~~follow~~31, ~~the~~2010 ~~guidance~~and inDecember ~~SFAS No. 13 “Accounting for Leases~~31,” ~~as amended~~2009, ~~which~~accounts ~~requires~~receivable usfrom toone ~~evaluate~~customer ~~the~~accounted ~~lease~~for ~~agreements~~approximately we96.4% ~~enter~~and ~~into~~95.4% ~~to determine whether they represent operating or capital leases at the inception~~ of ~~the~~accounts ~~lease.~~receivable, respectively.

~~Long-Lived~~During ~~Assets - In accordance with Statement of Financial Accounting Standard 144 “Accounting for~~ the ~~Impairment~~three ormonths ~~Disposal~~ended ofMarch ~~Long-Lived Assets”~~31, ~~the~~2010 ~~Company~~and ~~regularly~~March ~~reviews~~31, ~~the~~2009, ~~carrying~~one ~~value~~customer ofaccounted ~~intangible and other long-lived assets~~ for ~~the~~approximately ~~existence~~87.5% ~~of facts or circumstances, both internally~~ and ~~externally, that may suggest impairment~~60.3% ~~If impairment testing indicates a lack~~ of ~~recoverability~~sales, ~~an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value~~respectively. ~~The Company has determined that no impairment existed at December 31, 2008 or September 30, 2009.~~

~~Revenue~~(7) PRIVATE 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:PLACEMENTS

~~Revenue~~Between isNovember ~~recognized~~3, by2009 ~~the~~and ~~Company~~February as3, ~~earned~~2010 ~~under~~Grupo ~~contract~~Odin ~~terms~~conducted a private placement. During 2009 Grupo Odin issued an aggregate of 2,792,500 Convertible Preferred Shares in ~~general~~consideration ~~upon~~for ~~shipment~~1,117,000,000 pesos (US$555,061) (approximately $0.20 per share). During 2010 Grupo Odin issued an aggregate of ~~ordered~~2,207,500 ~~fuel~~Convertible ~~products~~Preferred Shares in consideration for 883,000,000 pesos (US$445,245) (approximately $0.20 per share). The shares will be converted to Common Shares upon earlier of the date of record when the shares are registered with the Emitter and Values Register Office of the Financial Superintendence or 180 days from the date of the investment on a one for one basis.

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:F-13

~~(i) Assets and liabilities at the rate of exchange in effect at the balance sheet date; and~~16

~~(ii)~~AMIWORLD, ~~Revenue and expense items at the average rate of exchange prevailing during the period~~INC.

~~Translation~~Notes 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~~Consolidated ~~States~~Financial 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.Statements

WeMarch ~~and~~31, 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.2010

18(Unaudited)

~~Stock-based compensation – Effective January 1, 2006, we adopted Financial Accounting Standards Board~~ (~~FASB~~7) PRIVATE ~~Statement~~PLACEMENTS ~~of Financial Accounting Standard~~ (~~SFAS~~Continued) 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~~In ~~ACCOUNTING~~March ~~PRONOUNCEMENTS~~2010, Grupo Odin commenced a second private placement of Preferred Shares in Colombia. As of the date of this report Grupo Odin has issued an aggregate of 880,000 shares of Convertible Preferred Stock in consideration for 340,000,000 pesos (US$225,252), (approximately $0.26 per share). This offering remains open as of the date of this report. The shares will be converted to Common Shares upon the date the shares are registered with the Emitter and Values Register Office of the Financial Superintendence on a one for one basis.

~~The~~All ~~Company~~of ~~evaluates~~these ~~the~~Convertible ~~pronouncements~~Preferred ofShares ~~various~~are ~~authoritative~~nonvoting ~~accounting~~and ~~organizations,~~will ~~primarily~~receive ~~the~~a ~~Financial~~13.5% ~~Accounting~~preferred ~~Standards~~return ~~Board~~until ~~(“FASB”),~~they ~~the~~are ~~SEC,~~converted ~~and~~to ~~the~~Common ~~Emerging~~Shares. This ~~Issues~~company ~~Task~~also ~~Force~~plans ~~(“EITF”),~~ to ~~determine~~pursue a listing on the ~~impact~~Bogota stock exchange and pursue a public offering of ~~new~~its ~~pronouncements~~securities onin USColombia ~~GAAP~~during ~~and~~2010 for the ~~impact~~purpose onof expanding the ~~Company.~~operations of Odin Petroil.

InUpon ~~September~~conversion ~~2009,~~these ~~the~~shares ~~FASB~~will ~~issued~~dilute ~~SFAS~~our ~~No. 168,~~ownership ~~“The~~in ~~FASB~~Grupo ~~Accounting~~Odin ~~Standards~~from ~~Codification~~our ~~and~~current ~~the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No~~95. ~~162”~~2% ~~(“SFAS~~ownership ~~168”). SFAS 168 will become the source of authoritative US GAAP~~ to ~~be applied by nongovernmental entities~~92.4% ~~Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for public companies~~ownership. 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”~~8), SUBSEQUENT 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.EVENTS

~~There~~The ~~were~~Company nohas ~~other~~evaluated ~~accounting~~events ~~standards~~ and ~~interpretations~~transactions ~~recently~~that ~~issued~~occurred ~~which~~subsequent ~~are~~to ~~expected~~March to31, a2010, ~~have~~for apossible ~~material~~disclosure ~~impact~~or onrecognition in the ~~Company's~~consolidated financial ~~position,~~statements. ~~results~~The ofCompany ~~operations~~has determined that there were no such events or ~~cash~~transactions ~~flows~~that warrant disclosure or recognition in the consolidated financial statements.

~~INFLATION~~F-14

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, 2009.17

~~OFF-BALANCE~~ITEM ~~SHEET~~2. MANAGEMENT’S ~~ARRANGEMENTS~~DISCUSSION AND ANALYSIS OF FINANCIAL

WeCONDITION ~~have~~AND ~~not~~RESULTS ~~entered~~OF 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.OPERATIONS

19The 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.

~~TRENDS~~Overview

~~Our~~Amiworld, ~~primary~~Inc. ~~business~~(“we,” ~~over~~“us,” ~~the~~“our” ~~next~~or 12the ~~months~~“Company”) ~~will~~was beincorporated in the ~~continued~~State ~~expansion~~of ~~and~~New ~~operation~~York ofon October 30, 1998 as Amuru International Inc. We changed our ~~biodiesel~~name ~~plant~~on April 28, 1999 by filing an amendment to our certificate of incorporation. On November 20, 2006, we formed a Nevada corporation by the same name and ~~oil~~conducted ~~refinery~~a private placement. On ~~Both~~March 30, 2007, the Nevada corporation acquired all outstanding shares of ~~our~~the ~~plants~~New ~~are~~York ~~currently~~corporation ~~operational.~~in Weexchange ~~are~~for ~~currently~~stock ~~continuing~~and tothe ~~build~~New ~~our~~York ~~supply~~corporation was subsequently dissolved effectively re-incorporating the Company into Nevada and ~~customer~~recapitalizing ~~bases~~the Company with a new share structure.

InOur ~~addition,~~primary weobjective ~~are~~is ~~also~~on ~~exploring~~developing our energy and energy related businesses. Our primary divisions include the ~~possibility~~operation of ~~developing~~a ~~additional~~bio-diesel ~~refineries~~plant in Colombia, ~~including~~the ~~other~~operation ~~refineries~~of ina ~~coastal~~petroleum ~~cities~~refinery in Colombia, and the brokerage of fuel related products. Additional Weoperations ~~have~~will ~~developed~~include ~~what~~the weacquisition ~~consider~~of oil tankers to betransport aboth ~~strong~~our ~~working~~products ~~relationship~~and ~~with~~others. We ~~the~~are ~~government~~also investigating engaging in ~~Colombia~~oil ~~and~~exploration ~~have~~in ~~learned~~Colombia ~~about~~and the ~~various~~development ~~aspects~~ of ~~developing~~additional refineries, but do not have any immediate plans to engage in ~~that~~these ~~country.~~activities Itunless ~~would~~and ~~therefore~~until ~~make~~our ~~economic~~current ~~sense~~operations ~~for~~begin usgenerating ~~to consider~~profits ~~expansion~~on ina ~~this~~regular ~~area~~basis.

In December 2006, we formed a subsidiary, Odin Petroleum, Inc. We ~~are~~invested ~~also~~$9,500 ~~exploring~~in ~~the~~exchange ~~possibility~~for 95% of ~~engaging~~the incompany’s ~~limited~~shares ~~oil~~and ~~exploration~~JASB ~~activities~~of inNew ~~Colombia~~York inCorp., ~~order~~a toNew ~~reduce~~York ~~our~~corporation ~~crude~~owned ~~costs~~by our CEO and ~~secure~~President ~~future~~invested ~~sources~~$500 ofin ~~crude~~exchange for ~~our~~5% ~~operations.~~of ~~However,~~the ascompany’s ofshares. The ~~the~~results ~~date~~of operations of ~~this~~Odin ~~report~~Petroleum, weInc. ~~are~~have inbeen ~~the~~consolidated ~~discussion~~with ~~phase~~our ~~only~~operations ~~and~~from noits ~~definitive~~inception ~~decisions~~ on ~~this~~December ~~matter~~11, ~~have~~2006 ~~been made~~forward.

~~Management~~In ~~intends~~March ~~to pursue implementation of related businesses~~2007, ~~including~~we ~~developing~~acquired ~~an oil resell business and an oil shipping business. We expect to finance the oil shipping business through~~ a ~~combination of using existing funds~~subsidiary, ifOdin ~~any,~~Energy ~~bank~~Santa ~~financing,~~Marta ~~private~~Corporation ~~equity offering or funding through affiliated entities~~S.A. ~~Oil~~(Odin ~~trades~~Energy), ~~conducted~~in ~~are~~a ~~expected~~transaction toaccounted befor ofas a ~~short-term~~common ~~nature and~~control ~~will be pre-arranged on both the buying and selling side to reduce risk~~acquisition. The ~~Our~~results ~~intention~~of isoperations toof ~~utilize~~Odin ~~the~~Energy ~~necessary~~have ~~funds~~been ~~for~~consolidated awith ~~period~~our ~~not~~operations tofrom ~~exceed~~its ~~two~~inception toon ~~three~~November ~~weeks.~~17, We2006 ~~are currently in the process of discussing this proposed business with various entities in the industry~~forward.

~~The~~In ~~shipping~~April ~~business~~2007, ~~will~~we beacquired ~~conducted~~a ~~through~~45% interest in Great Voyages ~~and~~Co., ~~will~~Ltd., bea ~~implemented~~New inYork ~~conjunction~~corporation ~~with~~owned ~~the~~by ~~implementation~~JASB of ~~production~~New ofYork ~~our~~Corp., ~~biodiesel~~a ~~fuel~~New ~~plant~~York ~~and~~corporation ~~petroleum~~owned ~~refinery~~by ~~and the possible corresponding need to ship~~ our ~~end~~CEO ~~product.~~and WePresident, ~~are~~for ~~working on plans to purchase or lease vessels in~~ the ~~future.~~purpose Weof ~~have~~acquiring ~~delayed~~ships ~~this~~to ~~plan~~transport ~~until~~goods, ~~market~~which ~~conditions~~upon ~~warrant~~commencement ~~the addition~~ of ~~ships.~~this Itbusiness ~~is anticipated that ships~~ will be ~~acquired in the 500 to 2,000 ton class.~~limited

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT~~18

~~MARKET~~to ~~RISK~~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.

WeOdin ~~are~~Petroil aS.A. ~~smaller~~(Odin ~~reporting~~Petroil) ~~company~~was ~~and~~incorporated ~~are~~in ~~not~~Colombia ~~required~~on toMarch ~~provide~~6, ~~the~~2007. On ~~information~~December 10, 2007, in an acquisition classified as a transaction between parties under ~~this~~common ~~item~~control, ~~pursuant~~we toacquired ~~Item~~94.5% ~~305~~of the outstanding shares of Odin Petroil (e7,814,772 shares of Amiworld, Inc. were issued for 7,843,500 shares of Odin Petroil), making Odin Petroil a majority owned subsidiary of ~~Regulation~~Amiworld, ~~S-K~~Inc.

~~ITEM~~In 4TDecember 2007 C.I. ~~CONTROLS~~Odin ~~AND~~Petroleum ~~PROCEDURES~~was incorporated in Colombia and it was capitalized with 200,679,000 pesos (US$98,101) by Odin Petroleum, Inc. in exchange for 200,679 shares (100% of C.I. Odin Petroleum’s stock). On December 15, 2009 Odin Petroleum, Inc. exchanged 190,644 of its shares for 476,610 shares of Grupo Odin.

~~Disclosure~~On ~~Controls~~July ~~and~~23, ~~Procedures-~~2009, ~~Our~~Grupo ~~management~~Odin, ~~with~~S.A. ~~the~~was ~~participation~~incorporated ofin ~~our~~Colombia. On ~~Chief~~September ~~Executive~~7, ~~Officer~~2009, ~~and~~Amiworld ~~Chief~~invested ~~Financial~~8,898,000 ~~Officer~~pesos ($953) in exchange for 9,490 ~~has~~shares ~~evaluated~~(94.96%) of the ~~effectiveness~~outstanding shares of ~~our~~Grupo ~~disclosure~~Odin ~~controls~~S.A. ~~and~~making ~~procedures~~Grupo ~~(as~~Odin ~~such~~S.A. ~~term~~a ismajority ~~defined~~owned insubsidiary ~~Rules~~of ~~13a-15(e)~~Amiworld. Our results of operations and ~~15d-15(e)~~Grupo ~~under~~Odin ~~the~~S.A. ~~Securities~~have ~~Exchange~~been ~~Act~~consolidated offrom ~~1934~~Grupo Odin, asS.A.’s ~~amended~~inception (on July 23, 2009 forward. During the ~~“Exchange~~ ~~Act”))~~4th asquarter of ~~the~~2009 ~~end~~Grupo Odin, S.A. acquired all of ~~the~~our ~~period~~Colombian ~~covered~~subsidiaries byin exchange for a controlling interest in Grupo Odin, S.A. As a result, this ~~report~~company now is a holding company for our Colombian subsidiaries.

~~These~~On ~~controls~~September ~~are~~30, ~~designed~~2008, toOdin ~~ensure~~ZF, ~~that~~a ~~information~~company ~~required~~which tois beowned ~~disclosed~~by Mamoru Saito, our CEO entered into a lease with a purchase option for another refinery in Colombia. At the ~~reports~~same wetime ~~file~~Odin orPetroil ~~submit~~and ~~pursuant~~Odin ZF entered into an agreement to ~~the~~finance ~~Securities~~this ~~Exchange~~refinery ~~Act~~with ofan ~~1934~~option isto ~~recorded,~~assume ~~processed,~~this ~~summarized~~lease and ~~reported~~purchase ~~within~~option. Odin ~~the~~Petroil ~~time~~suspended ~~periods~~this ~~specified~~agreement during March 2009 due to complexities involved in the ~~rules~~lease/purchase ~~and~~arrangement ~~forms~~being ofdone by Odin ZF. Should circumstances change, Odin Petroil continues to have an option to resume the ~~Securities~~lease and acquire ~~Exchange~~this ~~Commission~~refinery, ~~and~~at ~~that~~its ~~such~~sole ~~information~~option. Odin isPetroil ~~accumulated~~has continued to operate the facility in a management capacity and ~~communicated~~during to2009 ~~our~~terms were established whereby we receive a management fee of 300, ~~including~~000,000 ~~our~~pesos ~~CEO~~monthly ~~and~~(US$145,300). During ~~CFO~~the three month period ended March 31, as2010 ~~appropriate~~Odin Petroil billed fees totaling 900,000,000 pesos (US$456,440). The contract is on a month to ~~allow~~month ~~timely~~basis ~~decisions~~and ~~regarding~~is ~~required~~cancellable ~~disclosure~~by either party upon 30 days written notice. During the three month period ended March 31, 2010, the cost of operation of this facility was approximately $225,000. The results of Odin ZF have been consolidated in our financial statements.

20As 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.

~~Based~~RESULTS onOF 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.OPERATIONS

~~Notwithstanding~~Comparison ~~the~~of ~~material~~Results ~~weaknesses~~of ~~described~~Operations ~~above~~ for the ~~fiscal~~three ~~year~~months ended ~~December~~March 31, ~~2008,~~2010 ~~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.~~2009

~~Inherent~~During ~~Limitations~~the ~~-Our~~three ~~management,~~months ~~including~~ended ~~our~~March ~~Chief Executive Officer and Chief Financial Officer~~31, do2010 ~~not expect that~~ our ~~disclosure~~revenues ~~controls~~increased ~~and~~by ~~procedures~~$15,356,706, ~~will~~from ~~prevent all error and all fraud. A control system~~$4,352,451 noduring ~~matter~~the ~~how~~three ~~well~~months ~~conceived~~ended ~~and~~March ~~operated~~31, ~~can provide only reasonable~~2009, ~~not~~to ~~absolute~~$19,709,157 ~~assurance~~during ~~that~~ the ~~objectives~~three ofmonths ~~the~~ended ~~control~~March ~~system~~31, ~~are met~~2010. This ~~The~~was ~~design~~primarily ofattributable ~~any system~~to ofincreased ~~controls~~revenues isfrom ~~based~~our infuel ~~part~~resale ~~upon~~operations, ~~certain~~which ~~assumptions~~increased ~~about~~by ~~the~~$14,463,805, ~~likelihood~~from ~~of future events~~$2,745,725 ~~and~~for ~~there~~the ~~can~~three bemonths noended ~~assurance~~March ~~that~~31, ~~any~~2009 ~~design~~to ~~will succeed in achieving its stated goals under all potential future conditions. Further~~$17,209,530 ~~the~~for ~~design of a control system must reflect~~ the ~~fact~~three ~~that~~months ~~there~~ended ~~are~~March ~~resource constraints~~31, ~~and~~2010. The ~~the~~increase ~~benefits~~was ofdue ~~controls must be considered relative~~ to ~~their~~having ~~costs.~~4 ~~Because~~sales ofduring the ~~inherent~~three ~~limitations~~months inended ~~all~~March ~~control~~31, ~~systems~~2010, nocompared ~~evaluation~~to ofonly ~~controls~~having ~~can provide~~one ~~absolute~~sale ~~assurance~~for ~~that~~the ~~all~~three ~~control~~months ~~issues~~ended ~~and~~March ~~instances of fraud~~31, ~~if any, within our company have been detected~~2009. ~~These~~While ~~inherent~~no ~~limitations~~assurances ~~include the realities that judgments in decision-making~~ can be ~~faulty~~made, ~~and~~we ~~that~~believe ~~breakdown~~we ~~can~~will ~~occur~~be ~~because~~able ofto ~~simple~~continue ~~error~~to orincrease ~~mistake.~~revenues Infrom ~~particular,~~fuel ~~many~~re-sale ofbased ~~our~~on current ~~processes~~customers ~~rely upon manual reviews~~ and ~~processes~~our tocurrent ~~ensure~~negotiations ~~that~~with ~~neither~~potential ~~human~~additional ~~error nor system weakness has resulted in erroneous reporting of financial data~~customers.

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.19

21In addition, our revenues from our biodiesel operations increased by $1,220,438, from $308,048 for the three months ended March 31, 2009, to $1,528,486 for the three months ended March 31, 2010. This increase was the result of increased product sales of 7,226 barrels, from 2,579 barrels during our three months ended March 31, 2009, to 9,805 barrels during our three months ended March 31, 2010 (280% increase). Due to market conditions, the average price we were able to sell our biodiesel increased by approximately $37 per barrel, from approximately $119 during the three months ended March 31, 2009, to approximately $156 during the three months ended March 31, 2010. Our revenues from our refinery operations decreased by $375,615, from $1,298,678 for the three months ended March 31, 2009, to $971,141 for the three months ended March 31, 2010. This decrease was attributable to a decline in sales of refined diesel products, which decreased by 16,062 barrels from 24,975 barrels for the three months ended March 31, 2009, to 8,913 barrels in the three months ended March 31, 2010 (64% decrease). The decrease was partially offset by an increase of an average price per barrel of diesel of approximately $57, from approximately $52 in the three months ended March 31, 2009 to approximately $109 in the three months ended March 31, 2010. Our sales from our diesel products are primarily to shipping companies and, as such, we are highly dependent on the timing of ships arriving at the Santa Marta port and our being able to negotiate terms upon their arrival. Our sales will continue to fluctuate based on the arrival of ships to the port and our ability to negotiate and consummate sales.

~~PART~~Cost IIof goods sold increased by $15,391,976, from $3,953,685 for the three months ended March 31, 2009, to $19,345,661 during the three months ended March 31, 2010. ~~OTHER~~Specifically, ~~INFORMATION~~our cost of goods sold for our petroleum re-sale increased by $13,998,693, from $2,494,010 for the three months ended March 31, 2009, to $16,492,703 for the three months ended March 31, 2010, as the result of increased sales. Our cost of goods sold for biodiesel increased by $1,321,885 from $330,685 in the three months ended March 31, 2009, to $1,652,570 during the three months ended March 31, 2010, due to increased sales and periods of inactivity while we made improvements to our plant during the three months ended March 31, 2009. Our cost of goods sold for our petroleum diesel increased by $71,398, from $1,128,990 for the three months ended March 31, 2009, to $1,200,388 for the three months ended March 31, 2010, as the result of increased production costs.

~~ITEM~~Our gross profit was $363,496 (1.8% ~~LEGAL~~of ~~PROCEEDINGS~~sales) during the three months ended March 31, 2010, compared to $398,766 (9.2% of sales) for the three months ended March 31, 2009, a decrease of $35,270. Our gross profit from our petroleum resell operation increased by $465,112, from $251,715 for the three months ended March 31, 2009, to $716,827 for the three months ended March 31, 2010, as a result of having 4 sales during the three months ended March 31, 2010, compared to only having 1 sale during the three months ended March 31, 2009. Our gross loss from biodiesel increased by $101,447 from a gross loss of $22,637 for the three months ended March 31, 2009 to a gross loss of $124,084 for the three months ended March 31, 2010, primarily due to increased staffing and palm oil prices combined with increased sales. Our gross profit from petroleum diesel decreased by $398,935, from a gross profit of $169,688 for the three months ended March 31, 2009 to a gross loss of $229,247 for the three months ended March 31, 2010, primarily as a result of decreased product sales with increased production overhead.

InDuring ~~March~~the ~~2009~~three wemonths ~~commenced~~ended aMarch ~~lawsuit~~31, in2010, ~~the~~our ~~Supreme~~general ~~Court~~and ofadministrative ~~the~~expenses ~~State~~decreased ofby ~~New York~~$133,563, ~~County~~from ~~of New York~~$1,356,809 ~~Index~~in ~~No.~~the ~~600664/09,~~three ~~against~~months ~~Trilogy~~ended ~~Capital~~March ~~Partners~~31, ~~Inc. (“Trilogy”) and Prominence Capital~~2009, ~~LLC (“Prominence”) (Trilogy and Prominence hereinafter jointly referred~~ to as$1,223,246 ~~the~~in ~~“Defendants”) that alleges that~~ the ~~Defendants~~three ~~breached~~months ~~their obligations~~ended ~~under~~March a31, ~~Letter~~2009. Our ofgeneral ~~Engagement~~and ~~Agreement~~administrative ~~(the~~expenses ~~“LOE”)~~rose ~~wherein~~in ~~Trilogy~~several ~~and~~categories ~~Prominence~~due ~~were~~ to ~~provide~~the usexpansion ~~with~~of ~~various~~operations, ~~investor~~including ~~relations~~but ~~services.~~not ~~The~~limited ~~relevant~~to: ~~complaint~~(i) ~~requests~~wage ~~relief~~expense inincreased anby ~~amount in excess of~~ $~~131~~77,~~389,~~879 asdue ~~well~~to asadded ~~equity~~staffing ~~relief~~for inGrupo ~~the~~Odin ~~form~~and ofstaff anrelated ~~order~~ to ~~Trilogy~~our efforts to ~~return~~enter ~~all~~the ~~shares~~oil ofdrilling ~~our~~and ~~Common~~production ~~Stock~~business; (~~100,000 shares~~ii) ~~(the~~rent ~~“Trilogy~~increased ~~Shares”)~~by ~~previously~~$16,089 ~~issued~~due to the ~~Defendants~~addition ~~as part~~ of ~~the~~administrative ~~terms~~office ofrentals; ~~the LOE. At our request, the Court entered a Temporary Restraining Order against Trilogy enjoining~~ and ~~restraining~~(iii) ~~Trilogy from selling~~advertising, ~~transferring~~marketing, ~~encumbering,~~and ~~mortgaging,~~public ~~permitting~~relations ~~the~~increased ~~placement~~by ~~of a lien~~$147,914 ordue ~~otherwise attempting~~ to ~~hypothecate~~increased ~~the~~commission ~~Trilogy~~payments ~~Shares pending the hearing~~ on ~~an Order to Show Cause issued by the Court in response to~~ our ~~Motion~~Odin onPetroleum ~~Order~~resale tobusiness. ~~Show~~Our ~~Cause~~general ~~for Preliminary Injunction~~ and ~~Temporary~~administrative ~~Restraining~~expenses ~~Order~~also ~~filed in the matter.~~ decreased

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.20

~~SUBSEQUENT~~in ~~EVENT~~several categories due to improvements on our ability to better manage our operations, including but not limited to (i) bank charges decreased by $68,458; (ii) telephone and utilities decreased by $18,450; (iii) postage and shipping decreased by $10,256; (iv) travel decreased by 34,635; (v) legal, accounting, and professional fees decreased by $15,027; and (vi) supply and office costs decreased by $232,625, which primarily was the result of a reclassification of certain operational costs associated with unused capacity of our biodiesel plant which during 2009 was classified as administrative costs. During the three months ended March 31, 2010, all operational costs of our biodiesel plant were included as cost of sales. A summary of our general and administrative expenses is as follows:

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.

	Three Months Ended March 31,
	2010		2009
	(Unaudited)		(Unaudited)
General and Administrative Expenses
Compensation expense - options	$	74,500	$	74,500
Depreciation and amortization		94,002		88,420
Legal and professional		224,747		239,774
Wage expense		261,541		183,662
Supplies and office expense		64,604		297,229
Telephone and utilities		39,787		58,237
Rents		76,495		60,406
Bank fees		28,184		96,642
Hotel, travel, and entertainment		41,675		76,310
Postage and shipping		22,204		32,460
Advertising, marketing, and public relations		276,208		128,294
Insurance		12,500		12,563
Miscellaneous		6,799		8,312
	$	1,223,246	$	1,356,809

~~ITEM~~Our 1Aother income and (expense) decreased by $77,933 from income of $12,115 for the three months ended March 31, 2009 to an expense of $90,048 for the three months ended March 31, 2010. This ~~RISK~~decrease ~~FACTORS~~is attributable to (i) an increase of $79,978 in interest income as a result of the addition of receivables from related parties; (ii) an increase of $160,080 in interest expense as a result of carrying additional debt financing to continue to develop our operations; and (iii) a decrease in miscellaneous income of $22,061. Miscellaneous income for our three months ended March 31, 2009 consisted of $25,726 in sales of residual fuel products and shipping fees of $4,578. Miscellaneous income in our three months ended March 31, 2010 consisted of $5,720 in sales of residual fuel products, shipping fees of $1,078, and $1,445 in various recouped fees.

AnAs ~~investment~~a inresult, ~~our~~we ~~Common~~generated ~~Stock~~a isnet aloss ~~risky~~of ~~investment.~~$949,798 ~~Prospective~~during ~~investors~~the ~~should~~three ~~carefully~~months ~~consider~~ended ~~the~~March ~~following~~31, ~~risk~~2010 ~~factors~~(approximately ~~before~~$.04 ~~purchasing~~per ~~shares~~share), compared to a net loss of ~~our~~$945,928 ~~Common~~during ~~Stock.~~the Wethree ~~believe~~months ~~that~~ended weMarch ~~have~~31, ~~included~~2009 ~~all~~(approximately ~~material~~$.04 ~~risks~~per share).

~~RISKS~~Liquidity ~~RELATED~~and TOCapital ~~OUR OPERATIONS~~Resources

WeAt ~~have~~March 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~~2010, we had ~~an accumulated deficit of (~~$21,~~960~~082,~~454)~~141 ~~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~~

22Our normal terms relevant to our accounts receivable range from cash upon delivery to 30 days depending on the customer’s history and credit. Typically 90% to 95% of our customers pay within this

~~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.~~ 21

Wedate ~~have~~range ~~spent~~unless awe ~~significant~~have ~~amount~~made ofarrangements ~~our~~to ~~capital~~the ~~on our refinery and biodiesel plant construction~~contrary. We ~~can~~had ~~make~~ no ~~assurances~~receivable ~~that~~write ~~this~~offs ~~capital~~during ~~expenditure~~the ~~will~~periods ~~successfully~~covered 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.~~report ~~However,~~or nosince ~~assurances can be made that~~ we ~~will~~commenced ~~be able to successfully diversify our~~ operations.

~~Any~~Historically, ~~operational~~we ~~disruption~~have atengaged ~~our facilities could result~~ in alimited ~~reduction~~debt offinancing ~~our~~through ~~sales~~affiliated ~~volume, and could cause us to incur substantial losses~~companies. Such Ifaffiliated ~~our~~companies ~~operations~~currently atengage ~~our~~in ~~facilities~~offshore ~~experience~~banking aand ~~significant interruption due to a major accident or damage by severe weather or~~ other ~~natural~~financial ~~disasters~~services, ~~our~~giving ~~ability~~them access to ~~generate revenues~~significant ~~could~~financial ~~be adversely impacted~~resources. While Inthere ~~addition,~~is ~~our~~no ~~operations~~relevant ~~may~~written ~~be subject to labor disruptions and unscheduled downtime~~agreement, orwe ~~other~~have ~~operational~~an ~~hazards~~ongoing ~~inherent~~ability into ~~our~~borrow ~~industry,~~funds ~~such~~on an as-needed ~~equipment~~basis. These ~~failures,~~loans ~~fires,~~are ~~explosions,~~short ~~abnormal~~term ~~pressures,~~and ~~blowouts,~~carried ~~pipeline~~no ~~ruptures,~~interest ~~transportation~~or ~~accidents~~repayment ~~and~~terms. Following ~~natural~~is ~~disasters.~~a ~~Some~~table of ~~these~~balances ~~operational~~owed ~~hazards~~by ~~may~~us, ~~cause personal injury~~ or ~~loss~~to ~~of life~~us, ~~severe~~as ~~damage to or destruction~~ of ~~property~~March ~~and equipment or environmental damage~~31, ~~and may~~2010 ~~result in suspension of operations~~ and ~~the~~December ~~imposition~~31, ~~of civil or criminal penalties. Our insurance may not cover or be adequate to fully cover the potential operational hazards described above.~~ 2009:

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.

	3/31/2010			12/31/2009
Receivable/(Payable) – JASB of New York Corporation	$	(140,207	)	$	297,810
Receivable – C.I. JASB Colombia		2,505,267			1,859,182
Receivable (Payable) – Odin Energy Japan		525,443			(890,967	)
(Payable) – Odin Energy Corp.		(154,523	)		—
Receivable – Musso’s Captain Table, Inc.		—			17,000
Receivable – EBOA, Ltd.		101,297			20,000
Receivable – Z International, CA		1,763			1,647
Receivable – Great Voyages, Ltd.		3,576			636
	$	2,842,616		$	1,305,308

The ~~availability~~accounts ~~and~~receivables ~~price~~listed above accrue interest at the rate of ~~raw~~six ~~materials~~percent ~~will~~(6%) ~~significantly~~per ~~influence~~annum ~~our~~and ~~financial~~are ~~performance~~due upon demand. In Weaddition, ~~may~~of ~~purchase~~the ~~raw~~funds ~~materials~~loaned into ~~the~~C.I. ~~cash~~JASB ~~market~~Colombia, ~~and~~approximately ~~hedge~~$905,793 ~~oil~~were ~~and~~utilized ~~palm~~to ~~oil~~acquire ~~price~~a ~~risk~~4.5% ~~through~~interest ~~futures~~in ~~contracts~~Grupo ~~and~~Odin ~~options~~in order to ~~reduce~~maintain ~~short-term~~the ~~exposure~~minority ownership required pursuant to ~~price~~Colombian ~~fluctuations~~law and avoid the companies dissolution. These ~~There~~shares isare nobeing ~~assurance~~held ~~that~~for our ~~hedging activities~~benefit and will ~~successfully~~be ~~reduce~~assigned directly us in the ~~risk~~foreseeable ~~caused~~future. Wehave byalso ~~price~~advanced ~~fluctuation~~approximately $1,599,474 ~~which~~to ~~may~~C.I. ~~leave~~JASB usto ~~vulnerable~~continue the advancement of the mix refinery being constructed adjacent to ~~high~~our ~~palm~~refinery ~~oil~~which ~~prices.~~we ~~Hedging~~intend ~~activities~~to ~~themselves~~acquire, ~~can~~which ~~result~~will inbe ~~costs~~repaid ~~because~~or ~~price~~exchanged ~~movements~~in lieu of stock in ~~palm~~Odin ~~oil~~Energy ~~contracts~~upon ~~are~~completion ~~highly~~of ~~volatile~~the ~~and~~acquisition. The ~~are~~account ~~influenced~~payables bylisted ~~many~~above ~~factors~~carry ~~that~~no ~~are~~stated ~~beyond~~interest ~~our~~or ~~control.~~repayment terms.

~~Price~~We ~~increases~~believe inwe ~~such~~will ~~inputs~~be able to obtain additional loans or areceive ~~lack~~repayments offrom ~~supply~~these ofaffiliated ~~such~~entities ~~inputs~~in ~~could~~the ~~increase~~future ~~production~~should ~~costs~~the need arise. Our Board of Directors, ~~reduce~~on ~~profit~~a ~~margins~~case-by-case ~~and~~basis, ~~negatively~~will ~~affect~~make ~~cash~~future ~~flow~~decisions on indebtedness. Terms ~~This~~and isconditions ~~especially~~will ~~true~~be ifmade in accordance with standard market ~~conditions~~practices. Repayment doterms ~~not~~will ~~allow~~be usdetermined on a case-by-case basis to ~~pass~~coincide ~~increased~~with ~~material~~our ~~costs~~and our affiliates cash reserves and abilities to generate ongoing profits and cash flows and consideration will need to be made to our ~~customers.~~liquidity Ifand aour ~~period~~ability ofto ~~high~~service ~~raw~~our ~~material~~existing ~~prices~~operations ~~were~~prior to the inception of new lending.

23In 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 March 31, 2010, Odin Energy had an outstanding loan balance of 548,059,660 pesos (US$284,176) and Odin Petroil had an outstanding loan balance of 601,514,481 pesos (US$311,893). These lines of credit mature between the date of this report and February 7, 2011. Interest currently accrues at the rates between 9.44% to 11.7% per annum.

beDuring ~~sustained~~October ~~for~~2008, ~~some~~our ~~time~~subsidiary, ~~such~~C.I. ~~pricing~~Odin ~~may~~Petroleum, ~~reduce~~entered ~~our~~into ~~ability~~an toagreement ~~operate~~with ~~and~~Bancolombia ~~generate~~to ~~revenues.~~allow Inthe ~~certain~~company ~~instances,~~to wefactor ~~could~~purchase-sale ~~decide~~commercial toand ~~limit~~exchange orbills, ~~even~~checks, ~~cease~~and ~~production~~other securities for aperiods ~~period~~generally ofranging ~~time~~between 30 to 180 days. The interest and terms vary based

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. 22

~~There~~on ~~can~~current bebank ~~no assurances that we will continue to have a steady supply of raw materials~~rates. As ~~We have established relationships with multiple supply vendors for each~~ of ~~our~~March ~~business~~31, ~~operations.~~2010 ~~While~~ we ~~are~~had ~~currently in negotiations with each of them on~~ an ~~ongoing~~aggregate ~~basis~~debt torelated ~~purchase raw materials at competitive prices, there can be no assurance that we will be able~~ to ~~reach~~this 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~~2, ~~we hope in the future to develop our own supply chain that we hope will eventually include owning our own farms~~277, ~~pressing plants~~631,608 ~~and~~pesos ~~oil wells. However~~(US$1, ~~we cannot provide any guarantees that we will be able to establish a steady supply of materials~~178,517).

~~Future~~During ~~concerns~~September ~~over~~2009 ~~deforestation~~two ~~and~~of ~~other~~our ~~environmental~~subsidiary ~~concerns~~companies, ~~may~~Odin ~~limit~~Energy ~~crop productions of palm trees~~ and ~~other~~Odin ~~feedstock.Environmental~~Petroil, ~~concerns~~obtained ~~worldwide~~loans ~~are~~from ~~continuing~~Banco toGNB ~~rise.~~Sudameris ~~Tracts~~in ~~of land cleared for~~ the ~~production~~aggregate amounts of ~~palm~~1,000,000,000 ~~trees~~pesos ~~cause~~(US$515,857) ~~deforestation~~each. At AMarch ~~balance~~31, ~~needs~~2010, ~~to be achieved between protecting forest and~~ the ~~production~~balance ofon ~~palm~~these ~~trees~~loans ~~and~~was ~~other~~1,069,115,364 ~~sources~~(US$554,351) ~~of feedstock~~each. ~~This~~ The ~~may~~maturity ~~limit~~dates ~~the production~~ of ~~future farms and as such, create reductions in available feedstock supplies. We feel~~ these ~~risks~~loans have been ~~partly~~extended ~~reduced~~until bySeptember ~~our~~6, ~~choice~~2010, torespectively ~~locate~~from inDecember ~~a palm oil rich country~~7, ~~which has no other producers and limited internal consumption~~2009. WeInterest ~~intend~~currently toaccrues ~~acquire~~at ~~rights to palm oil processors and potentially farms in the future to combat this risk~~12.56% ~~There~~per ~~can be no assurance that we will be able to acquire such rights or farms on economically favorable terms, or at all~~annum.

AsDuring ofNovember ~~the~~2009, ~~date~~two of ~~this~~our ~~Report~~subsidiary ~~there~~companies, ~~are~~Odin ~~currently~~Energy noand ~~ongoing~~Odin ~~efforts~~Petroil, toobtained ~~limit~~loans ~~additional~~from ~~plantations~~Davivienda in ~~Colombia~~the aggregate amounts of 850,000,000 pesos (US$424,951) each. These Weobligations ~~will~~provided ~~continue~~for toquarterly ~~monitor~~payments ~~this~~of principal and ~~look~~interest of 226,884,845 pesos (approximately ($US113,429) for each loan. During March 2010 each company borrowed an additional ~~potential~~200,000,000 ~~suppliers~~pesos (US$102,957). ~~Additionally~~At March 31, we2010, ~~will~~the ~~continue~~balance toon ~~explore~~these ~~alternative~~loans ~~feedstock~~was to820,028,023 ~~ensure~~(US$425,196) aeach. These ~~steady~~loans ~~supply~~mature on March 27, 2011. Interest currently accrues between 10.69% and 12.65% per annum.

~~Declines~~On inDecember ~~the~~18, ~~prices~~2009, ofwe ~~our~~received ~~products may have~~ a ~~significant~~loan ~~negative~~in ~~impact on our financial performance. Our revenues will be greatly affected by~~ the ~~price~~principal atamount ~~which we can sell our products. These prices can be volatile as a result~~ of ~~a number of factors~~$1,000,000. On ~~These~~January ~~factors include the overall supply and demand~~14, ~~the price of fuel~~2010, ~~level~~we ofreceived ~~government~~an ~~support~~additional ~~and~~loan in the ~~availability~~principal ~~and~~amount ~~price~~ of ~~competing products~~$100,000. Both ~~Biodiesel~~loans ~~prices~~accrue ~~generally~~interest ~~parallel~~at the ~~movement~~rate of ~~petroleum oil prices~~9.6%. The ~~Oil~~loans ~~prices~~ are ~~difficult~~not tosecured ~~forecast~~and ~~because~~are ~~the~~payable ~~market~~December ~~reflects the global economy~~18, ~~which~~2010 ~~is subject to political upheaval, natural disasters~~ and ~~other~~January ~~myriad factors. Even rumors of political instability can significantly affect the price of our products. Further~~14, ~~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~~2011, ~~which may decrease our sales and reduce revenues~~respectively.

~~Management~~During ~~believes~~February 2010, our ~~location~~subsidiaries, ~~gives~~Odin usEnergy aand ~~competitive~~Odin ~~advantage~~Petroil, ineach ~~that~~obtained weloans ~~have~~from ~~market~~Banco ~~opportunities~~Colpatria ~~not~~Red ~~just~~Multibanco inColpatria ~~Colombia,~~S.A. ~~but~~in ~~also~~the ~~throughout~~aggregate ~~South~~amounts ~~America~~of 249,568,265 ~~Central~~pesos ~~America~~(US$126,722) and ~~the~~150,000,000 ~~United~~pesos ~~States~~(US$76,191), respectively. At InMarch ~~the~~31, ~~foreseeable~~2010, ~~future~~Odin weEnergy ~~believe~~had ~~we will be able to produce biodiesel and diesel products at~~ a ~~substantially~~balance ~~lower~~on ~~cost~~this ~~than~~loan ~~U.S.~~was ~~producers~~252,969,444 ~~giving~~pesos us(US$131,168) aand ~~slightly~~Odin ~~greater~~Petroil ~~buffer~~had ~~then the~~a ~~rest~~balance of ~~our competitors~~150,000,000 ~~even~~pesos ~~with~~(US$77,777). ~~the~~These ~~cost~~loans ofmatured ~~transportation.~~in ~~Many~~April of2010 ~~our~~and ~~competitors~~were ~~have~~paid ~~land~~in ~~locked~~accordance ~~facilities~~ with ~~no port access leaving only~~ the ~~prospect~~terms of ~~utilizing~~those ~~ground fleets to deliver their biodiesel fuels~~loans.

24During March 2010 our subsidiary company, Odin Petroil, obtained a factoring arrangement with Bancolex in the aggregate amount of 420,000,000 pesos (US$217,776) for the purchase of 38,024 barrels of crude. This factoring agreement matured and was paid in accordance with the terms of the loan on May 29, 2010. Interest on the factoring arrangement accrued at 20.4%.

~~Ultimately~~In ~~this~~July ~~limits~~2009, ~~their~~we ~~market~~formed ~~within~~Grupo Odin, S.A., a ~~few~~Colombian ~~hundred-mile~~corporation ~~radius~~(“Grupo Odin”), ~~making~~which itwas ~~difficult~~formed for ~~them~~the topurpose ~~seek~~of ~~out~~acting ~~secondary~~as ~~markets~~a holding company for two of our subsidiary companies, Odin Energy and Odin Petroil, including our refining operations in ~~which~~Colombia. During ~~they~~the ~~might~~4th bequarter ~~able~~of 2009 we assigned Odin Energy, Odin Petroil, and C.I. Odin Petroleum into Grupo Odin. Thereafter, also during the 4th quarter of 2009, we commenced a private placement for a limited number of preferred shares of Grupo Odin in order to ~~obtain~~meet ~~higher~~the ~~prices~~minimum holdings of private ownership required by Colombian law and to raise additional capital for our expansion efforts of Odin Petroil.

~~Because~~Between ~~members~~November of3, ~~our~~2009 ~~management~~and ~~are~~February ~~also~~3, ~~involved with other companies~~2010, ~~there~~Grupo isOdin conducted a ~~potential~~private ~~that~~placement. During ~~conflicts~~2009 ofGrupo ~~interest~~Odin ~~may~~issued ~~arise~~an inaggregate ~~the~~of ~~future. JASB~~2,792,500 ~~one~~Convertible ofPreferred ~~our~~Shares ~~principal~~in ~~shareholders~~consideration ~~and~~for ~~co-owner~~1,117,000,000 ofpesos ~~Great Voyages~~(US$555,061) ~~one~~(approximately of$0.20 ~~our subsidiaries,~~per isshare). Between aJanuary ~~company~~1, ~~that~~2010 isand ~~controlled~~February by3, ~~Mr. Saito~~2010, ~~our~~Grupo ~~Chief~~Odin ~~Executive~~issued ~~Officer~~an ~~and~~aggregate aof ~~director.~~2,207,500 ~~JASB~~Convertible ~~has~~Preferred ~~loaned~~Shares usin ~~money~~consideration ~~from~~for ~~time~~883,000,000 topesos ~~time~~(US$445,245) in(approximately ~~the~~$0.20 ~~past~~per ~~and~~share). The ~~may~~Preferred doShares sowill inbe ~~the~~converted ~~future.~~to IfCommon ~~such~~Shares ~~conflicts~~upon doearlier ~~arise,~~of ~~Mr.~~the ~~Saito~~date ~~intends~~of torecord ~~resolve~~when ~~any~~the ~~such~~shares ~~conflicts~~are inregistered with the ~~most~~Emitter ~~favorable~~and ~~manner~~Values toRegister ~~us.~~Office ~~However,~~of ~~there~~the ~~may~~Financial beSuperintendence ~~situations~~or ~~that~~180 ~~arise~~days infrom the ~~future~~date ~~that~~of ~~cannot~~the beinvestment ~~resolved~~on ina ~~our~~one ~~favor~~for one basis.

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. 23

WeGrupo ~~are~~Odin ~~also~~conducted ~~exploring~~a ~~the~~second ~~possibility~~private placement of ~~developing~~Convertible ~~our~~Preferred ~~own~~Shares ~~fleet~~in Panama between March 8, ~~thereby~~2009 ~~minimizing~~and ~~our~~April ~~need~~8, 2009 which raised 260,000,000 pesos (US$134,696) in exchange for ~~charters~~520,000 shares (500 pesos per share). These WePreferred ~~hope~~Shares will be converted to ~~have~~Common Shares upon the ~~fleet~~date ~~sufficient~~the inshares ~~size~~are toregistered ~~meet~~with ~~all~~the Emitter and Values Register Office of ~~our~~the ~~own~~Financial ~~shipping~~Superintendence. During ~~needs~~the 1st quarter of 2010 Grupo Odin raised an aggregate of 236,000,000 pesos (approx. WeUS$122,263) ~~currently~~in doexchange ~~not~~for ~~have~~472,000 ~~the~~shares ~~available~~of ~~capital~~Convertible toPreferred ~~undertake~~Stock from this ~~objective~~private ~~and~~placement. In ~~there~~April, ~~can~~2010, beGrupo noOdin ~~assurances~~commenced ~~that~~a wethird ~~will~~private ~~have~~placement ~~the~~of ~~financial~~Convertible ~~resources~~Preferred ~~available~~Shares towhich ~~allow~~as usof tothe ~~accomplish~~date of this ~~objective~~ report has raised 180,000,000 pesos (US$90,556) in ~~the~~exchange ~~future.~~for We360,000 ~~initially~~shares ~~anticipate~~(500 ~~that~~pesos weper share). The Preferred Shares will ~~utilize~~be ~~charters~~converted into Common Shares upon the ~~future.~~date Ifthe ~~our~~shares ~~internal~~are ~~needs~~registered ~~decrease~~with wethe ~~expect~~Emitter ~~that~~and ~~these~~Values ~~ships~~Register ~~can~~Office ~~then~~of bethe ~~chartered~~Financial toSuperintendence ~~other~~at ~~companies~~a rate of one Common Share for each share of Preferred Stock. All ~~There~~of ~~can~~these bePreferred noShares ~~assurances~~are ~~that~~nonvoting weand will bereceive ~~able~~a 13.5% preferred return until they are converted to ~~charter~~Common ~~these~~Shares. This ~~crafts~~company also plans to ~~any~~pursue ~~third~~a ~~party~~listing on ~~favorable~~the ~~terms,~~Bogota orstock atexchange ~~all.~~and pursue a public offering of its securities in Colombia during 2010 for the purpose of expanding the operations of Odin Petroil.

~~Competition~~We incontinue ~~our~~to ~~industry~~seek isout ~~intense.~~equity ~~New~~capital ~~plant construction or decreases~~ in ~~demand~~order ~~for~~to ~~our~~expand ~~fuel~~the ~~products~~operations ~~may~~of ~~result~~Odin ~~in excess production capacity~~Petroil, ~~which~~as ~~could~~well ~~have~~as anto ~~impact~~expand ~~upon~~and ~~our~~acquire ~~ability~~additional torefineries. However, ~~operate~~because ~~profitably.~~of ~~Excess~~the ~~capacity~~slow-down in the ~~diesel~~capital ~~and~~markets ~~biodiesel~~our ~~industry~~efforts ~~may~~have ~~lead~~not tobeen ~~increased~~successful ~~competition~~in ~~for~~the ~~inputs~~US ~~and decreased~~thus ~~market~~far. It ~~prices~~is for ~~our~~this ~~products,~~reason ~~which means~~ that we ~~may~~are beexploring ~~unable~~overseas tocapital ~~acquire~~markets ~~the~~that ~~inputs~~have ~~needed~~been ormore bereceptive ~~unable~~ to ~~acquire the inputs at a profitable price. In addition, if the excess capacity occurs, we may be unable to market~~ our ~~products~~efforts atas ~~profitable~~described ~~prices~~above.

~~Many~~We ofbelieve ~~our~~that ~~competitors~~we have ~~substantially~~sufficient ~~greater~~funds ~~production,~~available ~~financial~~from these fund raising efforts, ~~research~~as ~~and~~well ~~development~~as from our operations, ~~personnel~~to ~~and~~allow ~~marketing~~us ~~resources~~to ~~than~~be weable doto continue to develop our business plan over the next 12 months and in the foreseeable future. Our Asobjective ain ~~result,~~2010 is to begin expansion of our ~~competitors~~petroleum ~~may~~refinery befrom ~~able~~45,000 barrels per month to ~~compete~~231,000 ~~more~~barrels ~~aggressively~~per ~~than~~month If we ~~could~~are successful in increasing production accordingly and ~~sustain~~are able to increase sales to absorb this increased production, we believe that ~~competition~~we ~~over~~will generate a ~~longer~~profit ~~period~~from ofoperations ~~time~~during our fiscal year ended December 31, 2010. There ~~Our~~are ~~lack~~no ofassurances ~~resources~~that ~~relative~~these tofactors ~~many~~will ofoccur or that we will generate profits during our ~~competitors~~fiscal ~~may~~year ~~cause~~ended usDecember to31, ~~fail~~2010. We expect to ~~anticipate~~raise ~~or respond~~additional ~~adequately~~equity toin ~~new~~the ~~developments~~future ~~and~~in ~~other~~order ~~competitive~~to ~~pressures.~~provide ~~This~~the ~~failure~~financing ~~could~~for ~~reduce~~the expansion of our ~~competitiveness~~current refineries and ~~cause~~to aincrease ~~decline~~marketing inefforts. ~~our~~There ~~market~~are ~~share,~~no ~~sales~~assurances ~~and~~that ~~profitability~~we will be successful in these efforts. Failure to raise additional capital may have a negative impact on our results of operation.

~~Competition~~Critical ~~from~~Accounting ~~the~~Policies ~~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 Estimates

25The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following represents a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

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. 24

~~Labor~~Leases ~~costs~~– ~~will always be a factor in all of our businesses.~~ We ~~have~~follow ~~chosen~~the toguidance ~~locate~~ in ~~depressed~~ASC ~~labor~~840-10, ~~markets to keep these costs minimized. However~~Leases, as ~~these markets may change over time~~amended, ~~perhaps~~which atrequires aus ~~rapid~~to ~~pace,~~evaluate ~~which~~the ~~can~~lease ~~increase~~agreements ~~our~~we ~~costs~~enter ~~substantially.~~into Anto ~~increase~~determine inwhether ~~cost~~they ~~will~~represent ~~have~~operating aor ~~negative~~capital ~~impact~~leases onat ~~our anticipated~~the ~~results~~inception of ~~operation~~the lease.

~~Most~~Revenue ofRecognition ~~our~~– ~~technology~~In isgeneral, ~~acquired~~we ~~from~~record ~~external~~revenue ~~vendors~~when ~~who~~persuasive ~~service~~evidence ~~other~~of ~~clients~~an ~~with~~arrangement ~~identical~~exists, ~~technology.~~services ~~Our~~have ~~technology~~been isrendered ~~similar~~ or ~~identical~~product todelivery ~~most~~has ofoccurred, the ~~current~~sales ~~refineries~~price ~~and biodiesel plants and as such has only limited uniqueness. We consider one of our threats~~ to bethe ~~information regarding our supply sources and~~ customer ~~base.~~is Wefixed ~~limit~~or ~~access~~determinable, ~~to both our purchasing~~ and ~~selling~~collectability ~~sources~~is toreasonably ~~key~~assured. ~~employees~~The infollowing ~~their~~policies ~~respective~~reflect ~~department~~specific tocriteria ~~ensure minimal exposure~~ for ~~this~~the ~~data.~~revenue ~~There~~stream ~~can~~of bethe ~~no assurances that our efforts in this regard will be successful. If we are not successful in our efforts we may experience negative consequences.~~Company:

~~Changes~~Revenue inis ~~environmental~~recognized ~~regulations~~by ~~may be adopted in~~ the ~~future~~Company oras ~~violations~~earned ofunder ~~regulations~~contract ~~could occur. If these events occur~~terms, ~~we will experience an increase~~ in ~~our~~general ~~costs~~upon ~~and~~shipment ~~reduction~~ of ~~our~~ordered ~~anticipated~~fuel ~~profitability~~products. 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~~Foreign incurrency ~~the~~translation ~~political~~– ~~environment~~Our ~~could~~functional ~~result~~currency inis ~~increases~~United ~~expenses,~~States ~~loss~~dollars ofand ~~control of price, or even~~ the ~~nationalization~~functional currency of our ~~business.~~subsidiaries Weis ~~are~~Colombia ~~operating in volatile political areas with extensive government control~~pesos. The Asoperations ~~governments~~of ~~continue~~our tosubsidiaries ~~work~~are totranslated ~~protect~~into ~~consumers and keep prices for oil and oil related products in check they often engage in regulatory or market control practices~~U. ~~These controls could impact our ability to operate profitably~~S. ~~Future~~dollars ~~regulation~~in ~~may~~accordance ~~require~~with ~~additional~~ASC ~~expense~~830-10, ~~related~~Foreign toCurrency ~~items,~~Translation ~~such~~ as, ~~payroll, property maintenance, and pollution control.~~follows:

~~Additionally,~~(i) Assets ~~the~~and ~~countries~~liabilities ~~that~~at ~~we operate in could become unstable in~~ the ~~future.~~rate ~~Changes~~of inexchange ~~political environments causing changes to government control over its energy sector could happen~~ in ~~jurisdictions~~effect ~~where~~at wethe ~~intend~~balance tosheet ~~operate.~~date; ~~Even small changes in government control could impact us through tax hikes, control over commodity prices,~~ and ~~inflationary controls.~~

We(ii) Revenue ~~may be sued or become a party to litigation, which could require significant management time~~ and ~~attention~~expense ~~and~~items ~~result~~at 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~~average ~~course~~rate of ~~our~~exchange ~~business.~~prevailing Weduring ~~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~~period. 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.

26Translation adjustments are included as a separate component of stockholders’ equity (deficiency) as a component of comprehensive income or loss.

~~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~~subsidiaries ontranslate aforeign ~~day-to-day~~currency ~~basis. Additionally,~~transactions weinto ~~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~~Company’s ~~management~~functional ~~has~~currency ~~more~~at ~~experience~~the ~~than~~exchange ~~Messrs.~~rate ~~Saito~~effective ~~and~~on ~~Sakagami and our other members of management in~~ the ~~fuel~~transaction ~~industry~~date. InMonetary ~~addition,~~items ~~Mr.~~denominated ~~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~~foreign ~~other~~currencies ~~businesses,~~are ~~which~~translated ~~happens~~into ~~from~~the ~~time~~functional tocurrency ~~time. This may place us~~ at aexchange ~~competitive~~rates ~~disadvantage because we will greatly rely on these relationships~~ in ~~the~~effect ~~conduct~~at ~~of our proposed operations and~~ the ~~execution~~balance ofsheet ~~our business strategies~~date. ~~The~~Foreign ~~loss~~exchange ofgains ~~either~~and ~~Mr.~~losses ~~Saito~~are orincluded ~~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~~income. 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.

WeStock-based ~~are~~compensation ~~currently~~– ~~experiencing~~The aCompany ~~period~~records ofcompensation ~~rapid~~expense ~~growth~~for ~~that~~the isfair ~~imposing~~value aof ~~significant~~stock ~~burden~~options onthat ~~our~~are ~~current administrative and operational resources~~granted. Expense ~~Our~~is ~~ability~~recognized toon ~~effectively~~a ~~manage~~pro-rata ~~our~~basis ~~growth~~over ~~will require us to substantially expand~~ the ~~capabilities~~vesting ~~of our administrative and operational resources by attracting~~periods, ~~training,~~ ~~managing~~if ~~and retaining additional qualified personnel~~any, ~~including additional members~~ of ~~management,~~the ~~technicians and others~~options. The Tofair ~~successfully~~value ~~operate~~of ~~our~~stock ~~new~~options ~~facilities~~is weestimated ~~need~~using ~~to manage operations and production, as well as marketing and selling~~ the ~~end~~Black-Scholes ~~products~~option ~~generated~~pricing ~~by our facilities~~model. ~~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.~~

WeRecent ~~may~~Accounting 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.Pronouncements

~~While~~In weJune ~~are~~2009, ~~expending~~the ~~resources~~FASB inreleased ~~developing~~ the ~~necessary~~final ~~documentation~~version ~~and~~of ~~testing~~its ~~procedures~~new ~~required~~Accounting byStandards ~~SOX~~Codification ~~404,~~(the ~~there~~“Codification”) isas athe ~~risk~~single ~~that~~authoritative wesource ~~will~~for ~~not~~US ~~comply~~GAAP. ~~with~~The Codification replaces all ofprevious ~~the~~US ~~requirements~~GAAP ~~imposed~~accounting ~~thereby.~~standards Atas ~~present,~~described ~~there~~in isASC no105 ~~precedent~~(SFAS ~~available~~168 ~~with~~- ~~which~~The toFASB ~~measure~~Accounting ~~compliance~~Standards ~~adequacy.~~Codification ~~Accordingly,~~and ~~there~~the ~~can~~Hierarchy beof ~~no positive~~Generally ~~assurance~~Accepted ~~that~~Accounting wePrinciples). While ~~will~~not ~~receive~~intended ato ~~positive~~change ~~attestation~~US ~~from~~GAAP, ~~our~~the ~~independent~~Codification ~~auditors.~~significantly ~~However,~~changes ~~there~~the isway ~~recent~~in ~~legislation~~which ~~that~~the ~~has~~accounting ~~been~~literature ~~presented~~is inorganized. It ~~the~~is USstructured ~~Congress~~by ~~that~~accounting ~~will~~topic ~~eliminate~~to ~~the~~help ~~requirement~~accountants ~~for~~and ~~“small~~auditors ~~business~~more ~~issuers”~~quickly identify the guidance that applies to ~~comply~~a ~~with~~specific ~~SOX~~accounting ~~404~~issue. WeHowever, ~~intend~~because tothe ~~continue~~Codification tocompletely ~~monitor~~replaces ~~this~~existing ~~situation~~standards, ~~but~~it will ~~continue~~affect ~~our~~the ~~efforts~~way ~~herein~~US GAAP is referenced by companies in their financial statements and accounting policies. ItThe Codification is ~~also~~effective ~~possible~~for financial statements that wecover ~~will~~interim noand ~~longer~~annual beperiods ~~considered~~ending aafter ~~“small~~September 15, ~~business~~2009. ~~issuer”~~The inadoption of the ~~foreseeable~~Codification ~~future~~did ~~due~~not ~~to the~~have ~~growth~~a ofmaterial impact on our ~~revenue~~financial ~~base~~statements.

In May 2009, the ~~event~~ASC weguidance ~~identify~~for ~~significant~~subsequent ~~deficiencies~~events orwas ~~material~~updated ~~weaknesses~~to inestablish ~~our~~accounting ~~internal~~and ~~controls~~reporting standards for events that weoccur ~~cannot~~after ~~remediate~~the inbalance asheet ~~timely~~date ~~manner~~but orbefore wefinancial statements are ~~unable~~issued. The toguidance ~~receive~~was aamended ~~positive~~in ~~attestation~~February, ~~from~~2010. The ~~our~~update ~~independent~~sets ~~auditors~~forth: ~~with~~(i) the ~~respect~~period toafter ~~our~~the ~~internal~~balance ~~controls,~~sheet ~~investors~~date ~~and~~during ~~others~~which ~~may~~management ~~lose~~of ~~confidence~~a inreporting ~~the~~entity should evaluate events or transactions

2725

~~reliability~~that ofmay ~~our~~occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements, and ~~our~~(iii) the ~~ability~~disclosures tothat ~~obtain~~an ~~equity~~entity should make about events or ~~debt~~transactions ~~financing~~occurring ~~could~~after ~~suffer~~the balance sheet date in its financial statements. The Company adopted the updated guidance in 2009. The adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

~~RISKS~~In ~~RELATED~~January TO2010, ~~OUR~~ASU ~~COMMON~~No. ~~STOCK~~2010-06 amended existing disclosure requirements about fair value measurements by adding required disclosures about items transferring into and out of levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchase, sales, issuances, and settlements relative to level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of disaggregation. The ASU was adopted during the period ended March 31, 2010, and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

~~Holders~~ASU ofNo. ~~our~~2009-17 ~~Common~~revises ~~Stock~~the ~~may~~consolidation ~~suffer~~guidance ~~significant~~for ~~dilution~~variable-interest ~~in the future~~entities. InThe ~~order~~modifications toinclude ~~fully~~the ~~implement~~elimination ~~our~~of ~~business~~the ~~plan~~exemption ~~described~~for inqualifying ~~this~~special ~~Report~~purpose entities, ita isnew ~~probable~~approach ~~that~~for wedetermining ~~will~~who ~~require~~should ~~additional~~consolidate ~~capital,~~a ~~either~~variable-interest ~~debt or equity~~entity, orand ~~both.~~changes Asto awhen ~~result,~~ it is ~~possible~~necessary ~~that we may elect~~ to ~~raise~~reassess ~~additional~~who ~~equity~~should ~~capital~~consolidate ~~by selling~~a ~~shares~~variable-interest ofentity. ~~our~~The ~~Common~~ASU ~~Stock~~was oradopted ~~other~~during ~~securities in~~ the ~~future~~period toended ~~raise~~March ~~the~~31, ~~funds~~2010 ~~necessary~~and toits ~~allow~~adoption ushad tono ~~implement~~impact ~~our~~on ~~business~~the ~~plan.~~Company’s Ifconsolidated wefinancial ~~do so~~position, ~~our~~results ~~current~~of ~~shareholders~~operations ~~will~~or ~~suffer~~cash ~~significant dilution~~flows.

~~There~~Recently isIssued aAccounting ~~limited~~Standards 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.Updates

~~Our~~The ~~Common~~following ~~Stock~~accounting ~~also~~standards ~~trades~~updates onwere ~~the~~recently ~~Bermuda~~issued ~~Stock~~and ~~Exchange~~have ~~(“BSX”)~~not ~~International~~yet ~~Market.~~been Weadopted ~~have~~by ~~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~~Company. These ~~Our~~standards ~~newly~~are ~~formed~~currently ~~subsidiary,~~under ~~Grupo~~review ~~Odin SA is also planning~~ to ~~list~~determine ~~its~~their ~~securities~~impact on the ~~Bogota~~Company’s ~~Stock Exchange.~~consolidated Wefinancial ~~feel~~position, ~~these~~results ~~efforts~~of ~~will assist in developing a trading market for our securities~~operations, ~~but there can be no assurance that these efforts will be successful~~ or ~~have~~cash ~~the desired results~~flows.

WeASU doNo. ~~not~~2010-11 ~~have~~was ~~significant~~issued ~~financial~~in ~~reporting~~March ~~experience~~2010, ~~which~~and ~~may~~clarifies ~~lead~~that tothe ~~delays~~transfer inof ~~filing~~credit ~~required~~risk ~~reports~~that ~~with~~is ~~the~~only ~~Securities~~in ~~and~~the ~~Exchange~~form ~~Commission and suspension~~ of ~~quotation~~subordination of ~~our~~one ~~securities~~financial oninstrument ~~the OTCBB or a national exchange, which will make it more difficult for you~~ to ~~sell~~another ~~your securities.~~is ~~The~~an ~~OTCBB~~embedded ~~and~~derivative afeature ~~national exchange each limit quotations to securities of issuers~~ that ~~are~~should ~~current in their reports filed with the Securities and Exchange Commission. Because we do~~ not ~~have~~be ~~significant~~subject ~~financial~~to ~~reporting~~potential ~~experience,~~bifurcation ~~we may experience delays in filing required reports with the Securities~~ and ~~Exchange~~separate ~~Commission (the “SEC”)~~accounting. This ~~Because~~ASU ~~issuers~~will ~~whose~~be ~~securities~~effective ~~are qualified~~ for ~~quotation on~~ the ~~OTCBB~~first orfiscal ~~any~~quarter ~~other~~beginning ~~national~~after ~~exchange~~June ~~are~~15, ~~required~~2010, ~~to file these reports~~ with ~~the~~early ~~Securities~~adoption ~~and Exchange Commission in a timely manner, the failure to do so may result in a suspension of trading or delisting~~permitted.

~~There~~ASU ~~are~~No. no2010-13 ~~automated~~was ~~systems~~issued ~~for~~in ~~negotiating~~April ~~trades~~2010, ~~on the OTCBB~~ and itwill isclarify ~~possible for~~ the ~~price~~classification of aan ~~stock~~employee toshare gobased uppayment oraward ~~down~~with ~~significantly~~an ~~during~~exercise aprice ~~lapse~~denominated ofin ~~time~~the ~~between~~currency ~~placing~~of a market ~~order~~in ~~and its execution,~~ which ~~may~~the ~~affect~~underlying ~~your~~security trades ~~in our securities~~. ~~Because~~ This ~~there~~ASU ~~are~~will nobe ~~automated~~effective ~~systems~~ for ~~negotiating trades on~~ the ~~OTCBB,~~first ~~they~~fiscal ~~are~~quarter ~~conducted~~beginning ~~via~~after ~~telephone.~~December ~~In times of heavy market volume~~15, ~~the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore~~2010, ~~when~~with ~~investors~~early ~~place~~adoption 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 executionpermitted.

~~Our~~There ~~stock~~were ~~may~~various beother ~~considered~~updates arecently ~~“penny stock” if it trades below $5.00 per share. This can adversely affect its liquidity. As of the date of this Report~~issued, ~~our~~most ~~Common Stock trades in excess~~ of ~~$5.00~~which ~~per~~represented ~~share,~~technical ~~but~~corrections ~~there~~to ~~can be no assurance that this price will be maintained in~~ the ~~future.~~accounting Ifliterature ~~the~~or ~~trading~~application ~~price~~to ofspecific ~~our~~industries ~~Common~~and ~~Stock~~are ~~falls~~not ~~below~~expected ~~$5.00 per share, trading in our Common Stock will be subject~~ to ~~the~~a ~~requirements~~have ofa ~~Rule~~material ~~15g-9~~impact ~~under~~on the ~~Securities~~Company's ~~Exchange~~consolidated ~~Act~~financial ~~of 1934. Under this rule~~position, ~~broker/dealers~~results ~~who~~of ~~recommend~~operations ~~low-priced~~or ~~securities~~cash ~~to persons other than established customers and~~ flows.

28Inflation

~~accredited~~Although ~~investors~~our ~~must~~operations ~~satisfy~~are ~~special~~influenced ~~sales~~by ~~practice~~general ~~requirements.~~economic ~~The~~conditions, ~~broker/dealer~~we ~~must~~do ~~make~~not anbelieve ~~individualized~~that ~~written~~inflation ~~suitability~~had ~~determination~~a ~~for~~material ~~the~~effect ~~purchaser~~on ~~and~~our ~~receive~~results ~~the~~of ~~purchaser’s~~operations ~~written~~during ~~consent~~the ~~prior~~three tomonths ~~the~~ended ~~transaction~~March 31, 2010.

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, brokerOff-~~dealers~~Balance ~~must~~Sheet 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.Arrangements

We dohave not ~~anticipate~~entered ~~payment~~into ofany ~~dividends,~~off-balance ~~and~~sheet ~~investors~~arrangements ~~will~~that behave ~~wholly~~or ~~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~~reasonably bylikely ~~our Board of Directors out of retained earnings. We do not expect~~ to have ~~retained~~a ~~earnings~~current ~~available~~or ~~for declaration of dividends in the foreseeable~~ future. ~~There~~effect ison ~~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~~changes ~~requirements,~~in ~~reserve~~financial ~~needs~~condition, ~~and~~revenues ~~other circumstances.~~or

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.26

~~The~~expenses, ~~market~~results ~~price~~ of ~~our~~operations, ~~Common~~liquidity, ~~Stock~~capital ~~may~~expenditures ~~fluctuate~~or ~~significantly~~capital inresources ~~the~~and ~~future.~~would ~~The~~be ~~market~~considered ~~price~~material ~~of our Common Stock may fluctuate in response~~ to ~~one or more of the following factors, many of which are beyond our control:~~investors.

~~• the volume and timing of the receipt of orders for biodiesel from major customers;~~Trends

•Our ~~competitive~~primary ~~pricing~~business ~~pressures;~~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 ~~our~~addition, ~~ability~~we toare ~~produce~~also exploring the possibility of developing additional refineries, ~~sell~~including ~~and~~other ~~deliver~~refineries ~~biodiesel~~in oncoastal cities in Colombia. We have developed what we consider to be a ~~cost-effective~~strong working relationship with the government in Colombia and ~~timely~~have ~~basis;~~learned about the various aspects of developing refineries in that country. We believe that it therefore makes economic sense for us to consider expansion in this area.

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

•Management ~~the~~intends ~~introduction~~to pursue implementation of related businesses, including developing an oil resell business and ~~announcement~~an oil shipping business. We expect to finance the oil shipping business through a combination of ~~one~~using existing funds, if any, bank financing, private equity offering or ~~more~~funding ~~new~~through ~~alternatives~~affiliated entities. Oil trades conducted are expected to ~~biodiesel~~be byof ~~our~~a ~~competitors;~~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 ~~changing~~shipping ~~conditions~~business will be conducted through Great Voyages and will be implemented in conjunction with the implementation of production of our biodiesel fuel plant and ~~fuel~~petroleum ~~markets;~~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.

•ITEM ~~changes~~3. QUANTITATIVE inAND ~~market~~QUALITATIVE ~~valuations~~DISCLOSURES ofABOUT ~~similar~~MARKET ~~companies;~~RISK.

•We ~~stock~~are ~~market~~a ~~price~~smaller reporting company and ~~volume~~are ~~fluctuations~~not ~~generally;~~required to provide the information under this item pursuant to Item 305(e) of Regulation S-K.

•ITEM ~~regulatory~~4T. CONTROLS ~~developments;~~AND PROCEDURES

29Disclosure 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 ~~fluctuations~~controls are designed to ensure that information required to be disclosed in ~~our~~the ~~quarterly~~reports we file or ~~annual~~submit ~~operating~~pursuant ~~results;~~to the Securities Exchange Act of 1934 is recorded, processed, summarized and

~~• additions or departures of key personnel; and~~27

•reported ~~future~~within ~~sales~~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 ~~Common~~management, ~~Stock~~including orour ~~other~~CEO ~~securities~~and CFO, as appropriate, to allow timely decisions regarding required disclosure.

~~The~~Based ~~price~~on atthis ~~which~~evaluation, ~~you purchase shares of~~ our ~~Common~~CEO ~~Stock~~and ~~may~~CFO ~~not~~concluded ~~be indicative of the price~~ that ~~will~~our ~~prevail~~disclosure incontrols ~~the~~and ~~trading~~procedures ~~market.~~were ~~You~~effective ~~may~~as ~~be unable to sell your shares~~ of ~~Common~~March ~~Stock at or above your purchase price~~31, ~~which may result in substantial losses to you and which may include the complete loss of your investment. In the past~~2010, ~~securities~~at ~~class action litigation has often been brought against a company following periods of stock price volatility. We may be~~ the ~~target~~reasonable ofassurance ~~similar litigation in the future~~level. 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~~We ~~RELATED~~believe TOthat ~~OUR~~our ~~COMPANY~~consolidated unaudited financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.

~~Provisions~~Inherent ofLimitations - Our management, including our ~~Articles~~Chief ofExecutive ~~Incorporation~~Officer and ~~Bylaws~~Chief ~~may~~Financial ~~delay~~Officer, ordo not expect that our disclosure controls and procedures will prevent aall ~~take-over~~error ~~that~~and ~~may~~all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not beabsolute, inassurance that the ~~best~~objectives ~~interests~~ of ~~our~~the ~~stockholders~~control system are met. ~~Provisions~~The design of ~~our~~any ~~Articles~~system of ~~Incorporation~~controls is based in part upon certain assumptions about the likelihood of future events, and ~~Bylaws~~there ~~may~~can be ~~deemed~~no toassurance ~~have~~that ~~anti-takeover effects,~~any ~~which~~design ~~include~~will ~~when~~succeed ~~and~~in byachieving ~~whom~~its ~~special~~stated ~~meetings~~goals under all potential future conditions. Further, the design of ~~our~~a ~~stockholders~~control ~~may~~system bemust ~~called~~reflect the fact that there are resource constraints, and ~~may~~the ~~delay,~~benefits ~~defer~~of orcontrols ~~prevent~~must abe ~~takeover~~considered ~~attempt~~relative to their costs. InBecause ~~addition~~of the inherent limitations in all control systems, ~~certain~~no ~~provisions~~evaluation of ~~the~~controls ~~Nevada~~can ~~Revised~~provide ~~Statutes~~absolute ~~also~~assurance ~~may~~that beall ~~deemed~~control toissues and instances of fraud, if any, within our company have ~~certain~~been ~~anti-takeover~~detected. ~~effects~~These ~~which~~inherent limitations include the realities that ~~control~~judgments in decision-making can be faulty, and that breakdown can occur because of ~~shares~~simple ~~acquired~~error inor ~~excess~~mistake. In particular, many of ~~certain~~our ~~specified~~current ~~thresholds~~processes ~~will~~rely ~~not~~upon ~~possess~~manual ~~any~~reviews ~~voting~~and ~~rights~~processes ~~unless~~to ~~these~~ensure ~~voting~~that ~~rights~~neither ~~are~~human ~~approved~~error bynor asystem ~~majority~~weakness ofhas aresulted ~~corporation’s~~in ~~disinterested stockholders~~erroneous reporting of financial data.

InChanges ~~addition,~~in ~~our~~Internal ~~Articles~~Control ofover ~~Incorporation~~Financial ~~authorizes~~Reporting ~~the~~– ~~issuance~~There ofwere upno tochanges ~~25,000,000~~in ~~shares~~our ofinternal ~~Preferred~~control ~~Stock~~over ~~with~~financial ~~such~~reporting ~~rights~~during ~~and~~the ~~preferences~~three ~~determined~~month ~~from~~period ~~time~~ended toMarch ~~time~~31, by2010, ~~our~~which ~~Board~~were ofidentified ~~Directors.~~in Noconjunction ~~shares~~with ofmanagement’s ~~our~~evaluation ~~Preferred~~required ~~Stock~~by ~~are~~paragraph ~~currently~~(d) ~~outstanding.~~of ~~Our~~Rules ~~Board~~13a-15 ofand ~~Directors~~15d-15 ~~may,~~under ~~without~~the ~~stockholder~~Exchange ~~approval~~Act, ~~issue Preferred~~that ~~Stock~~have ~~with~~materially ~~dividends~~affected, ~~liquidation, conversion, voting~~ or ~~other~~are ~~rights~~reasonably ~~that~~likely ~~could~~to ~~adversely~~materially affect, ~~the~~our ~~voting~~internal ~~power~~control orover ~~other~~financial ~~rights of the holders of our Common Stock~~reporting.

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.28

~~Each~~PART 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 aboveII. OTHER INFORMATION

ITEM 21. LEGAL ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF~~PROCEEDINGS

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

~~None~~ITEM 1A. RISK FACTORS

30We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

ITEM 32. ~~DEFAULTS~~ UNREGISTERED ~~UPON~~SALES ~~SENIOR~~OF EQUITY SECURITIES AND USE OF

~~None~~PROCEEDS

~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.~~None

~~None~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~ITEM 5. OTHER INFORMATION~~None

~~None~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

~~ITEM 6. EXHIBITS~~None

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350

ITEM 5. OTHER INFORMATION

31None

~~SIGNATURES~~ITEM 6. EXHIBITS

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.

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350

	AMIWORLD, INC.
Dated: November 23, 2009	By:_s/Mamoru Saito______________________ Mamoru Saito, Chief Executive Officer
Dated: November 23, 2009	By: _s/Ingrely Veitia______________________ Ingrely Veitia, Chief Financial Officer

32SIGNATURES

	AMIWORLD, INC.

Dated: June 18, 2010	By:s/ Mamoru Saito______________________ Mamoru Saito, Chief Executive Officer

Dated: June 18, 2010	By:s/ David Garin________________________ David Garin, Chief Financial Officer

Filing Compare · Amiworld, Inc.