UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

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

Date of Report (Date of earliest event reported): ~~September 20~~ April 6, ~~2007~~ 2008

O2DIESEL CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 001-32228

Delaware (State of incorporation)	91-2023525 (I.R.S. Employer Identification No.)
Delaware		91-2023525
100 Commerce Drive, Suite 301 Newark, DE (Address of principal executive offices)	19713 (Zip Code)
(State of incorporation)		(I.R.S. Employer Identification No.)

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

(302) 266-6000

(Registrant’s telephone number, including area code)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

oSECTION 1 — ~~Soliciting material~~REGISTRANT’S ~~pursuant~~BUSINESS toAND ~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~OPERATIONS

~~o Pre-commencement communications~~Item ~~pursuant~~1.01 toEntry ~~Rule 14d-2(b)~~into ~~under~~a ~~the~~Material ~~Exchange~~Definitive ~~Act (17 CFR 240.14d-2 (b))~~Agreement

~~o Pre-commencement communications~~The ~~pursuant~~disclosure required to ~~Rule 13e-4(c)~~be ~~under~~provided ~~the~~herein ~~Exchange~~is incorporated ~~Act~~by ~~(17~~reference ~~CFR~~to ~~240~~Item 3.~~13e-4~~02 ~~(c))~~below.

~~-1-~~SECTION 3 — SECURITIES AND TRADING MARKET

~~SECTION 8~~Item -3.02 ~~OTHER~~Unregistered ~~EVENTS~~Sales of Equity Securities

~~Item 8.01.~~On April ~~Other~~6, 2008, ~~Events~~O2Diesel Corporation (the “Company”) entered into a binding Letter of Intent (the “Agreement”) to acquire all the outstanding shares of YellTec GmbH (“YellTec”), a German company which specializes in biofuels distribution. YellTec is focused on small to medium size truck fleets and operates an exclusively German based network of its own strategically located fueling points with sales estimated to be approximately € 34 million or $50 million at current exchange rates for the year ended December 31, 2007.

~~Annual~~The Company is acquiring all ~~Meeting~~the outstanding shares of YellTec for € 3 million or $4.7 million at current exchange rates subject to a purchase price adjustment as described in the Agreement and is issuing 5.3 million shares of the Company’s common stock. The Company expects the transaction to close during the second quarter.

~~O2Diesel Corporation’s~~The ~~(the~~common ~~“Company”)~~stock ~~Annual~~will ~~Meeting~~be ~~of Stockholders was held on~~issued ~~September~~to ~~20,~~the ~~2007,~~accredited investor in ~~Montchanin,~~a ~~Delaware.~~transaction Ofthat ~~the~~will ~~83,915,341~~be ~~shares~~exempt ~~of common~~from ~~stock~~registration ~~outstanding~~pursuant asto Section 4(2) of the ~~record~~Securities ~~date~~Act of ~~August 16~~1933, ~~2007, 43,226,227 shares~~ ~~or 51.5%~~as ~~percent~~amended of (the ~~Company’s~~“Securities ~~capital~~Act”), ~~stock were present~~ and/or ~~represented by~~ ~~proxy~~Regulation atD ~~the~~promulgated ~~meeting~~under ~~constituting a quorum. The results of~~ the ~~matters~~Securities ~~submitted to the stockholders were as follows:~~Act.

1.A ~~Elect two directors~~copy of the Agreement will be filed as an exhibit to the Company’s ~~board~~Form 10-Q on ofor ~~directors~~about August 15, ~~each~~2008. A tocopy of ~~serve~~the ~~for~~Company’s aApril 9, ~~term~~2008 ofPress ~~three years~~Release orannouncing ~~until~~the atransaction ~~successor~~is filed ~~has~~hereto ~~been~~as ~~elected~~Exhibit 99.1 to this report and ~~qualified~~is incorporated herein by reference.

Name	Votes For	Votes Against	Votes Abstained
Alan R. Rae	42,832,053	40,633	353,541
E. Holt Williams	42,870,307	2,379	353,541

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

~~Continuing Directors~~Item ~~whose~~9.01. ~~terms~~Financial ~~expire~~Statements inand ~~2008:~~Exhibits.

~~Karim Jobanputra, Arthur E. Meyer and Hendrik Rethwilm~~ (d) Exhibits:

Continuing Directors whose terms expire in 2009:

Exhibit No.		Description

99.1		Text of Press Release, issued by O2Diesel Corporation on April 9, 2008. Filed herewith.

~~David L. Koontz, Gerson Santos-Leon and Jeffrey L. Cornish~~2

~~2. Ratify the~~S ~~appointment~~I ofG ~~Mayer~~N ~~Hoffman McCann P.C. to serve as the Company’s~~A ~~independent~~T ~~registered~~U ~~public~~R ~~accounting firm for the fiscal year ending December 31, 2007. This proposal received 42,801,939 votes for, 251,442 votes against and 172,846 votes abstained.~~E

~~-2-~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

S I G N A T U R E

	O2DIESEL CORPORATION


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

~~Pursuant to the requirements of the Securities Exchange Act of 1934~~Date: April 9, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2008

	O2DIESEL CORPORATION
	By:	/s/ Alan R. Rae
		Alan R. Rae
		Chief Executive Officer

Date: September 24, 2007

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