Odyne Corp - Amended Quarterly Report of Financial Condition (10QSB/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB/A

(Amendment No. 1)

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended June 30, 2007

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

	For the transition period from to

Commission File Number: 33-130768

ODYNE CORPORATION

(Exact Name Of Small Business Issuer As Specified In Its Charter)

Delaware		13-4050047
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

89 Cabot Court, Suite L, Hauppauge, NY 11788

(Address of Principal Executive Offices)

(631) 750-1010

(Issuer’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

As of November 5, 2007, 21,794,628 shares of the issuer’s Common Stock, par value $.001 per share, were outstanding.

Transitional Small Business Disclosure Format (Check one): Yes ¨ No x

EXPLANATORY NOTE

Odyne Corporation is filing this Amendment No. 1 to its Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007, which was originally filed on November 14, 2007, solely to amend and replace Item 6 of the Form 10-QSB and attach Exhibits 31.1, 31.2 and 32.1, which exhibits were inadvertently omitted from the original filing.

ITEM 6. EXHIBITS.

Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

Exhibit 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Odyne Corporation

December 6, 2007	By:	/s/ Alan Tannebaum
		Alan Tannenbaum Chief Executive Officer (Principal Executive Officer)

December 6, 2007	By:	/s/ Daniel Bartley
		Daniel Bartley Chief Financial Offer (Principal Financial and Accounting Officer)