As filed with the Securities and Exchange Commission, December 10, 2007

Registration No. _____

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ORIGINOIL, INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or Other Jurisdiction of
Incorporation or Organization)
3999
(Primary Standard Industrial
Classification Code Number)
26-0287664
(IRS Employer
Identification No.)

2020 Century Park East, 14 th Floor
Los Angeles, CA 93117
(404) 202-6944
(Address and telephone number of registrant’s principal offices)

T Riggs Eckelberry
Chief Executive Officer
ORIGINOIL, INC.
2020 Century Park East, 14 th Floor
Los Angeles, CA 93117
(404) 202-6944
(Name, address and telephone number of agent for service)

Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, NY 10006
(212) 930-9700
(212) 930-9725 Fax
 
Approximate date of commencement of proposed sale to the public: As soon as practical after the Registration Statement becomes effective.
 
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

 
 
CALCULATION OF REGISTRATION FEE
 
Title of each class
         
Proposed maximum
 
Amount of
 
of securities to
 
Amount to be
 
Proposed offering
 
aggregate offering
 
registration
 
be registered
 
registered
 
price per share
 
price
 
fee
 
 
 
 
 
 
 
 
 
 
 
Common Stock (1)
   
32,001,455 shares
 
$
0.10 per share
 
$
3,200,145.50
 
$
98.24
 
 
                 
Total:
   
32,001,455 shares
       
$
3,200,145.50
 
$
98.24
 

(1) 32,001,455 shares of common stock offered by selling shareholders

The proposed offering price per share for the selling security holders was estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of Regulation C.

Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
The information in this prospectus is not complete and may be changed. We may not sell these securities and the selling security holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
2
 

  PRELIMINARY PROSPECTUS    
  Subject to Completion dated December 10, 2007
   
ORIGINOIL, INC.
32,001,455 SHARES OF COMMON STOCK BY SELLING SHAREHOLDERS
$0.10 Per Share

This prospectus relates to 32,001,455 shares of common stock of OriginOil, Inc., a Nevada corporation. These shares have already been issued to the selling security holders in private placement transactions which were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended. We will not receive any of the proceeds from the sale of those shares being sold by the selling security holders. The selling security holders may sell their shares in sales in the open market or in privately negotiated transactions.

The resale of the shares or the sale of new shares is not being underwritten. The selling security holders may sell or distribute the shares, from time to time, depending on market conditions and other factors, through underwriters, dealers, brokers or other agents, or directly to one or more purchasers. The offering price may be the market price prevailing at the time of sale or a privately negotiated price. Pursuant to the registration rights granted by us to the selling security holders, we are obligated to register the shares held by the selling security holders. We are paying substantially all expenses incidental to registration of the shares.

There is no public trading market for our securities, and if a market develops for our securities, it will most likely be limited, sporadic and highly volatile. If no market develops, you will not be able to resell your shares publicly.
 
Your investment in our units involves a high degree of risk. See “Risk Factors” starting on page ___ for certain information you should consider before you purchase the shares.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
 
The date of this prospectus is ___________, 2007
 
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TABLE OF CONTENTS
 
Prospectus Summary
    5  
Risk Factors
    6  
Special Note Regarding Forward-Looking Statements
       
Use of Proceeds
    10  
Market for Common Equity and Related Stockholder Matters
    10  
Determination of Offering Price
    10  
Dilution
     
Management's Discussion and Analysis of Financial Condition and Results of Operations
    11  
Description of Business
    14  
Description of Property
    15  
Legal Proceedings
    15  
Directors, Executive Officers, Promoters and Control Persons
    16  
Executive Compensation
    17  
Certain Relationships and Related Transactions
    17  
Security Ownership of Certain Beneficial Owners and Management
    18  
Description of Securities
    18  
Selling Security Holders
    19  
Plan of Distribution
    26  
Limitation of Liability and Indemnification of Officer and Directors; Insurance
    27  
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
    27  
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    28  
Legal Matters
    28  
Experts
    28  
Additional Information
    28  
Financial Statements
     
 
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. This prospectus may be used only where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities.

4
 

PROSPECTUS SUMMARY
 
This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read the entire prospectus carefully, especially the “Risk Factors” section and our financial statements and the related notes appearing at the end of this, before deciding to invest in our common stock. As used throughout this prospectus, the terms “Origin,” “OriginOil”, the “Company,” “we,” “us,” and “our” refer to OriginOil, Inc.
 
ORIGINOIL, INC.

Our business focuses on developing a technology that it believes can transform algae into an alternative to petroleum. The Company’s patent-pending OriginOil System is an advanced bioreactor (growth vessel) system where microalgae can be rapidly grown and cracked to extract algae oil for fuel and chemical production. The OriginOil System can be configured to have many bioreactors for high volume round-the-clock oil production.

Our principal executive offices are located at 2029 Century Park East, 14 th Floor, Los Angeles, California 90067 . Our telephone number is (404) 202-6944. Our website address is www.originoil.com.   Our website and the information contained on our website are not incorporated into this prospectus or the registration statement of which it forms a part. Further, our references to the URLs for these websites are intended to be inactive textual references only.

Our Corporate History
 
OriginOil was incorporated in the State of Nevada on June 1, 2007.

We have only been engaged in our current and proposed business operations since June 2007, and to date, we have been primarily involved in research and development activities.
 
About this offering

This prospectus relates to a total of 32,001,455 shares of common stock of OriginOil, Inc., a Nevada corporation.

An aggregate of up to 32,001,455 shares of our common stock may be offered and sold pursuant to this Prospectus by the selling security holders. The selling security holders acquired these shares from us in a series of private placements conducted between June 2007 and October 2007.  

On July 12, 2007, we closed on a private placement offering in which we sold an aggregate of 28,000,000 shares of our common stock to certain accredited purchasers for aggregate gross proceeds of $420,000.

Additionally, on November 19, 2007, we closed on a private placement offering in which we sold an aggregate of 14,180,050 shares of our common stock to certain accredited purchasers for aggregate gross proceeds of $1,418,005.

Number of shares outstanding after this offering

There are currently 143,430,050 shares of our common stock issued and outstanding. We have no other securities issued or outstanding.
    
Estimated use of proceeds

We will not receive any of the proceeds resulting from the sale of the shares held by the selling security holders.
 
5
 

RISK FACTORS

You should carefully consider the following risk factors in evaluating our business before you buy any of our common stock. Buying our common stock is speculative and involves many risks. You should not buy our common stock unless you can afford to lose the entire amount of your investment.

Risks related to OriginOil’s financial results:

WE ARE A RECENTLY FORMED DEVELOPMENT STAGE COMPANY THAT HAS NOT ACHIEVED PROFITABLE OPERATIONS. IF OUR BUSINESS PLAN FAILS, YOU MAY LOSE YOUR ENTIRE INVESTMENT.

Our independent auditors, HJ Associates & Consultants, LLP, certified public accountants, have expressed substantial doubt concerning our ability to continue as a going concern. From inception to September 30, 2007, our net losses have been $207,978. Since we have no record of profitable operations, there is high a possibility that you may suffer a complete loss of your investment.

OUR LIMITED OPERATING HISTORY DOES NOT AFFORD INVESTORS A SUFFICIENT HISTORY ON WHICH TO BASE AN INVESTMENT DECISION.

Our Company was formed in June 2007 and is currently developing a new technology that has not yet gained market acceptance. There can be no assurance that at this time we will operate profitably or that we will have adequate working capital to meet our obligations as they become due.

Investors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. Such risks include the following:

 
·
competition;
     
 
·
need for acceptance of products;
     
 
·
ability to continue to develop and extend brand identity;
     
 
·
ability to anticipate and adapt to a competitive market;
     
 
·
ability to effectively manage rapidly expanding operations;
     
 
·
amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, and infrastructure; and
     
 
·
dependence upon key personnel.

We cannot be certain that our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING AND WHICH MAY FORCE US TO CEASE OPERATIONS.

In their report dated November 30, 2007, our independent auditors stated that our financial statements for the period ended June 30, 2007 were prepared assuming that we would continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of recurring losses from operations and cash flow deficiencies since our inception. We continue to experience net losses. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans and grants from various financial institutions where possible. If we are unable to continue as a going concern, you may lose your entire investment.
 
ORIGINOIL IS AT AN EARLY STAGE OF DEVELOPMENT AND HAS A LIMITED OPERATING HISTORY

OriginOil was formed in 2007 operating as a private company formed under the laws of the state of Nevada. As such, it has a limited operating history upon which you can base an evaluation of its business and prospects. As a start-up company in the early stage of development, there are substantial risks, uncertainties, expenses and difficulties that OriginOil is subject to. You should consider an investment in OriginOil in light of these risks, uncertainties, expenses and difficulties. To address these risks and uncertainties, OriginOil must do the following:

 
·
Successfully execute its business strategy;

 
·
Respond to competitive developments; and

 
·
Attract, integrate, retain and motivate qualified personnel.
 
6
 
OriginOil may be unable to accomplish one or more of these objectives, which could cause its business to suffer. In addition, accomplishing one or more of these objectives might be very expensive, which could harm its financial results.
 
OUR REVENUES ARE DEPENDENT UPON ACCEPTANCE OF OUR PRODUCTS BY THE MARKET; THE FAILURE OF WHICH WOULD CAUSE US TO CURTAIL OR CEASE OPERATIONS.

We believe that virtually all of our revenues will come from the sale or license of our products. As a result, we will continue to incur substantial operating losses until such time as we are able to generate revenues from the sale or license of our products. There can be no assurance that businesses and customers will adopt our technology and products, or that businesses and prospective customers will agree to pay for or license our products. In the event that we are not able to significantly increase the number of customers that purchase or license our products, or if we are unable to charge the necessary prices or license fees, our financial condition and results of operations will be materially and adversely affected.

Risks related to OriginOil’s business:

ORIGINOIL WILL NEED TO INCREASE THE SIZE OF ITS ORGANIZATION, AND MAY EXPERIENCE DIFFICULTIES IN MANAGING GROWTH.

OriginOil is a small company with minimal employees as of September 30, 2007. We expect to experience a period of significant expansion in headcount, facilities, infrastructure and overhead and anticipates that further expansion will be required to address potential growth and market opportunities. Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate managers. Our future financial performance and our ability to compete effectively will depend, in part, on our ability to manage any future growth effectively.

WE ARE SUBJECT TO COMPLIANCE WITH SECURITIES LAW, WHICH EXPOSES US TO POTENTIAL LIABILITIES, INCLUDING POTENTIAL RESCISSION RIGHTS.

We have offered and sold our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We have not received a legal opinion to the effect that any of our prior offerings were exempt from registration under any federal or state law. Instead, we have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves.

If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

THE AVAILABILITY OF A LARGE NUMBER OF AUTHORIZED BUT UNISSUED SHARES OF COMMON STOCK MAY, UPON THEIR ISSUANCE, LEAD TO DILUTION OF EXISTING STOCKHOLDERS.

We are authorized to issue 500,000,000 shares of common stock, $.0001 par value per share, of which, as of November 19, 2007, 143,430,050 shares of common stock were issued and outstanding. These shares may be issued by our Board of Directors without further stockholder approval. The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution to the interests of other stockholders. In addition, issuances of large numbers of shares may adversely affect the market price of our common stock.

WE MAY NEED ADDITIONAL CAPITAL THAT COULD DILUTE THE OWNERSHIP INTEREST OF INVESTORS.

We require substantial working capital to fund our business. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences or privileges senior to those of the rights of holders of our common stock and they may experience additional dilution. We cannot predict whether additional financing will be available to us on favorable terms when required, or at all. Since our inception, we have experienced negative cash flow from operations and expect to experience significant negative cash flow from operations in the future. The issuance of additional common stock by our management, may have the effect of further diluting the proportionate equity interest and voting power of holders of our common stock, including investors in this offering.

THE COMPANY MAY BE UNABLE TO MANAGE ITS GROWTH OR IMPLEMENT ITS EXPANSION STRATEGY.  

The Company may not be able to develop its product and service offerings or implement the other features of its business strategy at the rate or to the extent presently planned. The Company’s projected growth will place a significant strain on the Company’s administrative, operational and financial resources. If the Company is unable to successfully manage its future growth, establish and continue to upgrade its operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, the Company’s financial condition and results of operations could be materially and adversely affected.
 
7
 
WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE OUR TECHNOLOGIES WHICH WOULD RESULT IN CONTINUED LOSSES AND MAY REQUIRE US TO CURTAIL OR CEASE OPERATIONS.

We are currently developing our technology and a commercial product. We have not generated any revenues and we are unable to project when we will achieve profitability, if at all. As is the case with any new technology, we expect the development process to continue. We cannot assure that our engineering resources will be able to develop the product fast enough to meet market requirements. We can also not assure that our product will gain market acceptance and that we will be able to successfully commercialize the technologies. The failure to successfully develop and commercialize the technologies would result in continued losses and may require us to curtail or cease operations.

OUR ABILITY TO PRODUCE AND DISTRIBUTE COMMERCIALLY VIABLE BIO-FUEL IS UNPROVEN, WHICH COULD HAVE A DETRIMENTAL EFFECT ON OUR ABILITY TO GENERATE OR SUSTAIN REVENUES.

The technologies we will use to transform algae into a new form of oil have never been utilized on a commercial basis. The OriginOil System, through our Quantum Fracturing technology, while intended to create a new bio-fuel feedstock for many products such as diesel, gasoline, jet fuel, plastics and solvents, is in fact a new bio-fuel that may never achieve technical or commercial viability. All of the tests conducted to date by us with respect to the technology have been performed in a limited scale environment and the same or similar results may not be obtainable at competitive costs on a large-scale commercial basis. We have never utilized technology under the conditions or in the volumes that will be required for us to be profitable and cannot predict all of the difficulties that may arise. The technology, when used, may require further research, development, regulatory approvals, environmental permits, design and testing prior to commercialization. Accordingly, our technology may not perform successfully on a commercial basis and may never generate any revenues or be profitable.

OUR BUSINESS DEPENDS ON PROPRIETARY TECHNOLOGY THAT WE MAY NOT BE ABLE TO PROTECT AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

Our success will depend, in part, on our technology’s commercial viability and on the strength of our intellectual property rights. The technology is not patented and the only intellectual property rights that exist at present, if any, are trade secret rights. However, trade secrets are difficult to protect and others could independently develop substantially equivalent technology, otherwise gain access to trade secrets relating to the technology, Accordingly, we may not be able to protect the rights to our trade secrets. In addition, our agreements with our employees, consultants, advisors, customers and strategic partners restricting the disclosure and use of trade secrets, inventions and confidential information relating to the technology may not provide meaningful protection in the event of unauthorized use or disclosure.
 
We recently filed a U.S. patent application. It could take several years for the applications to be processed. However, patent protection may not be obtainable for the technology whether in the U.S. or internationally. Alternatively, any protection that is obtained may not be broad enough to be effective and of value, or it may not withstand challenges as to validity and enforceability.
 
Third parties may assert that the technology, or the products we or our customers or partners commercialize using the technology, infringes upon their proprietary rights. We have yet to complete an infringement analysis and, even if such an analysis were available at the current time, it is virtually impossible for us to be certain that no infringement exists, particularly in our case where our products have not yet been fully developed.
 
We may need to acquire additional licenses from third parties in order to avoid infringement. Any required license may not be available to us on acceptable terms, or at all.
 
We could incur substantial costs in defending ourselves in suits brought against us for alleged infringement of another party’s intellectual property rights as well as in enforcing our rights against others, and if we are found to infringe, the manufacture, sale and use of our or our customers’ or partners’ products could be enjoined. Any claims against us, with or without merit, would likely be time-consuming, requiring our management team to dedicate substantial time to addressing the issues presented. Furthermore, the parties bringing claims may have greater resources than we do.

TECHNOLOGICAL CHANGE MAY MAKE OUR PRODUCTS OBSOLETE OR DIFFICULT TO SELL AT A PROFIT.
 
To date, the market for alternative fuel technology systems and equipment has not, to our knowledge, been characterized by rapid changes in technology. However, there can be no assurance that new products or technologies, presently unknown to management, will not, at any time in the future and without warning, render our technology less competitive or even obsolete. Technology advances claimed by current competitors may ultimately prove to make our systems obsolete. Major companies, academic and research institutions, or others, for example, could develop new fuels or new devices which could be installed at the original equipment manufacturer level and which could potentially render our systems obsolete. Moreover, our technology could be susceptible to being analyzed and reconstructed by an existing or potential competitor. Although the Company may be the license holder of certain United States patents respecting its proprietary system, we may not have the financial resources to successfully defend such patent, were it to become necessary, by bringing patent infringement suits against parties that have substantially greater resources than those available to us.
 
8
 
In addition, competitors may develop technology and systems that can be sold and installed at a lower per unit cost. There can be no assurance that we will have the capital resources available to undertake the research which may be necessary to upgrade our equipment or develop new devices to meet the efficiencies of changing technologies. Our inability to adapt to technological change could have a materially adverse effect on our results of operations.
 
WE DO NOT MAINTAIN THEFT OR CASUALTY INSURANCE, LIABILITY OR PROPERTY INSURANCE COVERAGE AND THEREFORE WE COULD INCUR LOSSES AS A RESULT OF AN UNINSURED LOSS.

We do not maintain theft, casualty insurance, liability or property insurance coverage. We cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business. Any such uninsured or insured loss or liability could have a material adverse affect on our results of operations.

IF WE LOSE KEY EMPLOYEES AND CONSULTANTS OR ARE UNABLE TO ATTRACT OR RETAIN QUALIFIED PERSONNEL, OUR BUSINESS COULD SUFFER.

Our success is highly dependent on our ability to attract and retain qualified scientific, engineering and management personnel. We are highly dependent on our management, including T Riggs Eckelberry, who has been critical to the development of our technology and business. The loss of the services of Mr. Eckelberry could have a material adverse effect on our operations. We do not have an employment agreement with Mr. Eckelberry. Accordingly, there can be no assurance that he will remain associated with us. His efforts will be critical to us as we continue to develop our technology and as we attempt to transition from a development state company to a company with commercialized products and services. If we were to lose Mr. Eckelberry, or any other key employees or consultants, we may experience difficulties in competing effectively, developing our technology and implementing our business strategies.

THE LOSS OF STRATEGIC RELATIONSHIPS USED IN THE DEVELOPMENT OF OUR PRODUCTS AND TECHNOLOGY COULD IMPEDE OUR ABILITY TO COMPLETE OUR PRODUCT AND RESULT IN A MATERIAL ADVERSE EFFECT CAUSING THE BUSINESS TO SUFFER.

We may rely on strategic relationships with technology development partners to provide technology. A loss of these relationships for any reason could cause us to experience difficulties in completing the development of our product and implementing our business strategy. There can be no assurance that we could establish other relationships of adequate expertise in a timely manner or at all.
 
Risks related to OriginOil’s common stock and its market value:

OUR STOCK WILL LIKELY BE SUBJECT TO THE PENNY STOCK RULES, WHICH IMPOSE SIGNIFICANT RESTRICTIONS ON BROKER-DEALERS AND MAY AFFECT THE RESALE OF OUR STOCK.

A penny stock is generally a stock that:

·
 is not listed on a national securities exchange or NASDAQ,
   
·
 is listed in the "pink sheets" or on the NASD OTC Bulletin Board,
   
·
 has a price per share of less than $5.00 and
   
·
 is issued by a company with net tangible assets less than $5 million.

The penny stock trading rules impose additional duties and responsibilities upon broker-dealers and salespersons effecting purchase and sale transactions in common stock and other equity securities, including:

·
determination of the purchaser's investment suitability,

·
delivery of certain information and disclosures to the purchaser, and

·
receipt of a specific purchase agreement before effecting the purchase transaction.
 
Many broker-dealers will not effect transactions in penny stocks, except on an unsolicited basis, in order to avoid compliance with the penny stock trading rules. In the event our common stock becomes subject to the penny stock trading rules,

·
such rules may materially limit or restrict the ability to resell our common stock, and

·
the liquidity typically associated with other publicly traded equity securities may not exist.
 
Because of the significant restrictions on trading penny stocks, a public market may never emerge for our securities. If this happens, you may never be able to publicly sell your shares.

9
 

USE OF PROCEEDS

We will not receive any proceeds for those shares sold by selling shareholders.
 
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information

Currently, there is no public market for our stock. Our securities are not listed for trading on any exchange or quotation service. We are not required to comply with the disclosure policies of any exchange or quotation service. The requirements to which we would be subject if our securities were so listed typically include the timely disclosure of a material change or fact with respect to our affairs and the making of required filings.

111,428,595 shares of our common stock could potentially be sold pursuant to Rule 144 promulgated under the Securities Act of 1933.

Currently, Rule 144 provides, among other things, that persons holding restricted securities for a period of one year may each sell, assuming all of the conditions of Rule 144 are satisfied, in brokerage transactions every three months an amount of restricted securities equal to one percent of our outstanding shares of common stock, or the average weekly reported volume of trading during the four calendar weeks preceding the filing of a notice of proposed sale, whichever is greater. Rule 144 also provides that, after holding such securities for a period of two years, a non-affiliate of the company may sell those securities without restriction, other than the requirement that we are current with respect to our information reporting requirements.

The SEC announced on November 15, 2007 that, effective January 15, 2008, the holding period for the resale of restricted securities of reporting companies will be shortened from one year to six months. Additionally, the SEC substantially simplified Rule 144 compliance for non-affiliates by allowing non-affiliates of reporting companies to freely resell restricted securities after satisfying a six-month holding period (subject only to the Rule 144(c) public information requirement until the securities have been held for one year) and by allowing non-affiliates of non-reporting companies to freely resell restricted securities after satisfying a 12-month holding period.
 
There are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock. There are no outstanding shares of our common stock that we have agreed to register under the Securities Act of 1933 for sale by security holders.

Holders of the Common Stock

As of the date of this registration statement, we have 143,430,050 shares of our $.0001 par value common stock issued and outstanding. There are approximately 212 shareholders of record that hold our common stock.

Dividends

We have never declared nor paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate declaring or paying any dividends on our common stock. Dividends are declared at the sole discretion of our Board of Directors.
 
DETERMINATION OF OFFERING PRICE
 
We have proposed a selling price of $0.10 per share. The offering price has no relationship to any established criteria of value, such as book value or earnings per share. Consequently, we cannot determine what the actual value of our common stock will be either now or at the time of sale. The selling security holders may sell all or a portion of their shares in the over-the-counter market at prices prevailing at the time of sale, or related to the market price at the time of sale, or at other negotiated prices.

10
 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Some of the information in this prospectus contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:
 
·
discuss our future expectations;
 
·
contain projections of our future results of operations or of our financial condition; and
 
·
state other "forward-looking" information.
 
We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors," "Business" and elsewhere in this prospectus. See "Risk Factors."
 
OVERVIEW
 
Our business focuses on developing a technology that it believes can transform algae into an alternative to petroleum. The Company’s patent-pending OriginOil System is an advanced bioreactor (growth vessel) system where microalgae can be rapidly grown and cracked to extract algae oil for fuel and chemical production. The OriginOil System can be configured to have many bioreactors for high volume round-the-clock oil production.

We intend to be a technology provider to the growing alternative energy and biofuel industry. Therefore, while we intend to sell complete algae oil production systems, we will also pursue co-ventures and licensing agreements with large-scale producers. As a technology company, we do not plan on becoming a marketer of end products such as biodiesel and other fuels.

We were incorporated in the State of Nevada on June 1, 2007. Our principal executive offices are located at 2029 Century Park East, 14 th Floor, Los Angeles, California 90067 . Our telephone number is (404) 202-6944. Our website address is www.originoil.com. Our fiscal year end is December 31.
 
Critical Accounting Policies
 
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Black Scholes option pricing model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.
 
Revenue Recognition

Revenue on product sales is recognized when persuasive evidence of an arrangement exists, such as when a purchase order or contract is received from the customer, the selling price is fixed, title to the goods has changed and there is a reasonable assurance of collection of the sales proceeds.  We obtain written purchase authorizations from our customers for a specified amount of product at a specified price and consider delivery to have occurred at the time of shipment.  Revenue is recognized at shipment and we record a reserve for estimated sales returns, which is reflected as a reduction of revenue at the time of revenue recognition. We defer revenue on products sold directly to the consumer with a fifteen day right of return. Revenue is recognized upon the expiration of the right of return.

Revenues from research and development activities relating to firm fixed-price contracts are generally recognized on the percentage-of-completion method of accounting as costs are incurred (cost-to-cost basis).  Revenues from research and development activities relating to cost-plus-fee contracts include costs incurred plus a portion of estimated fees or profits based on the relationship of costs incurred to total estimated costs.  Contract costs include all direct material and labor costs and an allocation of allowable indirect costs as defined by each contract, as periodically adjusted to reflect revised agreed upon rates. These rates are subject to audit by the other party. 
 
11
 
Use of Estimates

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to recording net revenue, collectibility of accounts receivable, useful lives and impairment of tangible and intangible assets, accruals, income taxes, inventory realization, stock-based compensation expense and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

Fair Value of Financial Instruments

The Company's cash, cash equivalents, investments, accounts receivable and accounts payable are stated at cost which approximates fair value due to the short-term nature of these instruments.

Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued two FASB Staff Positions - FSP FAS 109-1, Application of FASB Statement 109 "Accounting for Income Taxes" to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004, and FSP FAS 109-2 Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004. Neither of these affected the Company as it does not participate in the related activities.
 
In May 2005, the FASB issued FASB Statement No. 154, “Accounting Changes and Error Corrections.” This new standard replaces APB Opinion No. 20, “Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,” and represents another step in the FASB’s goal to converge its standards with those issued by the IASB. Among other changes, Statement 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. Statement 154 also provides that (1) a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a “restatement.” The new standard is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Early adoption of this standard is permitted for accounting changes and correction of errors made in fiscal years beginning after June 1, 2005. The Company has evaluated the impact of the adoption of Statement 154 and does not believe the impact will be significant to the Company's overall results of operations or financial position
 
Liquidity and Capital Resources

As of September 30, 2007, we had $870,593 of working capital as compared to a working deficit of $(31,265) from inception (June 1, 2007) through June 30, 2007. This increase of $901,858 was due primarily to private placements of shares of common stock pursuant to Subscription Agreements which we entered into with accredited and/or institutional buyers.

Cash flow used in operating activities was $145,363 for the three months ended September 30, 2007, as compared to cash used of $46,199 from inception (June 1, 2007) through June 30, 2007. This increase of $99,164 was primarily attributable to an increase in professional fees and salaries.

Cash provided from financing activities during the three months ended September 30, 2007 was $985,750 as compared to $97,563 from inception (June 1, 2007) through June 30, 2007. From inception to September 30, 2007, we received a total of $1,083,313 from the sale of shares of common stock through private placements pursuant to Subscription Agreements which we entered into with accredited and/or institutional buyers.

Our financial statements for the period June 30, 2007 have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has issued their report dated November 30, 2007 that included an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
PLAN OF OPERATION AND FINANCING NEEDS

Our business focuses on developing a technology that it believes can transform algae into an alternative to petroleum. We plan to productize this technology and thereafter focus our efforts on establishing algae producer alliances and global market distribution by 2010.
 
12
 
Initially, we will build a series of test systems and carry out test scenarios to determine what configurations are most effective in improving the algae growth and extraction processes. We will document these as best practices for cost-effective production. We will also look for opportunities to develop additional intellectual property around these processes.

We have budgeted $300,000 and six months for this testing, documentation and further invention. This includes the test equipment. One additional full-time employee and a part-time contractor will be required to execute this phase.

Once this is done, we will negotiate co-ventures and partnerships with algae producers and refiners. We will seek these partnerships throughout the world. We have budgeted $400,000 for the negotiation and implementation of these ventures. Existing staff will carry out the negotiations and oversee the implementations. We expect these ventures to generate some limited revenue but the amount is not known.

After contingencies, we expect to complete the year’s operations with $300,000 remaining in cash. This will enable us to keep a reserve as we pursue additional financing for the second and subsequent years of operation.
 
Operating Expenses

Operating expenses for the three months ended September 30, 2007 and from inception (June1, 2007) through September 30, 2007 were $156,702 and $209,883 respectively, and consisted primarily of general and administrative expenses.
 
Net Loss

Our net loss for the three months ended September 30, 2007, and from inception (June 1, 2007) through September 30, 2007 were $154,800 and $207,978 respectively. Currently the Company is in its development stage and had no revenues.
 
Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures. 

13
 
 
DESCRIPTION OF BUSINESS
 
Organizational History

The Company was incorporated in the State of Nevada on June 1, 2007.

We have only been engaged in our current and proposed business operations since June 2007, and to date, we have been primarily involved in research and development activities. Accordingly, we have no operating history, nor have we achieved any revenues to date.

Overview of Business

OriginOil, Inc. is developing a technology that it believes can transform algae into an alternative to petroleum. The Company’s patent-pending OriginOil System is an advanced bioreactor (growth vessel) system where microalgae can be rapidly grown and cracked to extract algae oil for fuel and chemical production. The OriginOil System can be configured to have many bioreactors for high volume round-the-clock oil production.

There are three primary challenges in cultivating algae for oil:

1. Algae growth is dependent on a calm fluid environment; it does not like agitation. One of the primary challenges is how to optimally introduce carbon dioxide (CO2) and nutrients needed by the growing algae culture without disrupting or over-aerating it.

2. Algae requires light as a source of energy to fuel its growth and oil production facilities. Algae cultivation systems need to cost-effectively and evenly distribute light within the algae culture.

3. Algae organisms are protected by a tough cell wall. That wall must be cracked - an energy-expensive process - to extract the oil. The challenge is to maximize oil yield by cracking as many of the algae cells as possible with the smallest amount of energy.

Within the OriginOil System is the Company’s patent pending technology, Quantum Fracturing™. The technology, based on the science of mass transfer and fluid fracturing, addresses these primary challenges. In Quantum Fracturing, water, carbon dioxide and other nutrients are ‘fractured’ (alternatively, ‘micronized’) to create a slurry of micron-sized bubbles, which is then injected into the algae culture growing in a lower-pressure bioreactor. This process achieves improved distribution of nutrients in the algae culture without excessive fluid disruption or aeration. Pressure differentials between the two zones substantially increase contact and exchange between the micronized nutrients and the algae culture. We believe that it is this increased contact interface that we can exploit to enable very high absorption of CO2 and nutrients in the growth phase and very efficient cracking of the cell membranes in the extraction phase.

The OriginOil System starts with the Quantum Fracturing Unit injecting a micronized nutrient mix into an incubated algae culture in each bioreactor. Inside the bioreactor, a proprietary rod and paddle mechanism continuously diffuses the algae/nutrient mix for best nutrient contact and access to light for all algae cells.

Inside the bioreactor is an intricate network of low energy light emitting diodes (LED) and other lighting technologies that are placed close to the algae culture and controlled through a light diffuser to ensure proper distribution. We believe this greatly enhances the energy and growth efficiency of our bioreactor.

Once it has reached the desired level of oil potential, the mature algae is harvested. In this process the system causes the algae cells to rotate and float to the top of the water line where they can be collected for extraction.

In extraction, the Quantum Fracturing Unit again goes to work, fracturing a solution of proprietary catalysts that is injected into the extraction tank. The fracturing effect is so intense that it can create an ultrasonic effect that literally “cracks” the algae cell wall open and releases the oil.

We believe that using Quantum Fracturing, the amount of energy used to crack the algae is many times less than other extraction technologies.

Next, the oil, water and remaining algae mass are separated. The water is recycled back into the system, the oil is packaged for refining and distribution, and the algae mass can be used for other environmentally-friendly applications like ethanol, animal feed, and construction materials.

Marketing Strategy
 
We plan to market our technology to help producers scale systems from the smallest single bioreactor unit to large refinery scale operations. As part of our marketing plan, we will target existing energy and fuel producers who desire a replacement for petroleum in their production of gasoline, diesel, jet fuel, heating oil and other products.
 
Our marketing communications strategy will include media and analyst communication, on-line promotions, weblogs, and selected trade show attendance. We will be using every opportunity to place our brand in general and industry specific publications, using press releases, white papers and authored articles and Internet publications.
 
14
 
Compliance with Environmental Laws and Regulations

Our operations are subject to local, state and federal laws and regulations governing environmental quality and pollution control . To date, our compliance with these regulations has had no material effect on our operations, capital, earnings, or competitive position, and the cost of such compliance has not been material. We are unable to assess or predict at this time what effect additional regulations or legislation could have on our activities.
 
Manufacturing and Distribution

The Company will use licensing and partnering strategies to enter the market. The Company intends to manufacture and distribute its technology through licensing agreements and partnering strategies with unidentified third parties.

Intellectual Property

We have filed a patent application with the U.S. Patent and Trademark Office to protect the intellectual property rights for “Algae Growth System for Oil Production”. The inventors listed on the patent application are Nicholas Eckelberry and T Riggs Eckelberry, the Company’s founders. The Company is listed as the assignee.

Competition

We have identified other companies producing algae for the purpose of creating feedstocks for fuel. Several of these companies have advertised technology which they claim will enable the efficient production of algal oil and other algae culture derivatives. There is no guarantee that our company’s technology will produce more efficiently or cost-effectively than these other technologies.

The market for the manufacture, marketing and the sale of alternative fuels is highly competitive. Such competition could drive up the cost of retaining qualified engineers, chemists and other key employees, as well as other operating expenses. Moreover, if production capacity in the industry increases faster than demand for alternative fuels, sales prices could be depressed. Increases in the alternative energies as well as falling oil prices may negatively affect demand and the competitive position of our technology.

Competition from other alternative fuels will likely increase if prices of energy on the commodities markets, including oil and bio-diesel, rise, as they have in recent years. Additionally, new companies are constantly entering the market, thus increasing the competition. This could also have a negative impact on us or our customers’ ability to obtain additional capital from investors. Larger foreign owned and domestic companies which have been engaged in the alternative energy business for substantially longer periods of time may have access to greater financial and other resources. These companies may have greater success in the recruitment and retention of qualified employees, as well as in conducting their own fuel manufacturing and marketing operations, which may give them a competitive advantage. In addition, actual or potential competitors may be strengthened through the acquisition of additional assets and interests. If we or our customers are unable to compete effectively or adequately respond to competitive pressures, this may materially adversely affect our results of operation and financial condition.

Facilities
 
Our principal offices are located at 2029 Century Park East, 14 th Floor, Los Angeles, California 90067 .

Employees
 
As of the date of this Form SB-2, the Company has 2 full-time employees. The Company has not experienced any work stoppages and the Company considers relations with its employees to be good.

DESCRIPTION OF PROPERTY

Our principal offices are located at 2029 Century Park East, 14 th Floor, Los Angeles, California 90067 . We rent space on a month to month basis in a corporate office center and the rent is $211.25 monthly.

LEGAL PROCEEDINGS

From time to time we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material pending legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, management is not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Should any liabilities incurred in the future, they will be accrued based on management’s best estimate of the potential loss. As such, there is no adverse effect on our financial position, results of operations or cash flow at this time. Furthermore, Management of the Company does not believe that there are any proceedings to which any director, officer, or affiliate of the Company, any owner of record of the beneficially or more than five percent of the common stock of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
 
15
   
MANAGEMENT
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our directors and executive officers will manage our business.

A list of our current officers and directors appears below. The directors are elected annually by the shareholders. They do not presently receive any fees or other remuneration for their services as directors, although they are reimbursed for expenses associated with attending meetings of the board of directors. The board of directors appoints our officers.

Name
 
Age
 
Position
T Riggs Eckelberry
 
55
 
Chief Executive Officer and Director
Nicholas Eckelberry
 
51
 
Director
Ivan Ivankovich
 
41
 
Director

Executive Biographies

T Riggs Eckelberry - Chief Executive Officer and President

T Riggs Eckelberry, co-inventor of the Company’s technology, brings his veteran technology management skills to the alternative energy sector. As President and COO of CyberDefender Corporation from 2005 to 2006, he was instrumental in building the company and its innovative product line, helping to achieve initial funding and a public company filing. From 2001 to mid-2005, he helped launch and turn around technology companies as founder and President of TechTransform, a technology consulting firm. In 2004, he was a key member of the team that turned around YellowPages.com, resulting in its sale for $100 million to SBC/BellSouth. In 2003, he helped make Panda Software a key player in the US market as the General Manager of its US unit. During the high tech boom of the 1990s, he was responsible for the global brand success of the software product, CleanSweep; as Chief Operating Officer of MicroHouse Technologies, he drove record sales and a modernization of the company’s technology, helping to achieve a successful sale of the company to Earthweb; and as VP Marketing of venture-backed TriVida, he was a key member of the team that commercialized the company’s technology and achieved the sale of this technology company to BeFree, Inc. (now part of ValueClick: VCLK).

Nicholas Eckelberry - Director

Nicholas Eckelberry, the Company’s Director of Development, is the lead inventor of the Company’s technology to transform algae into oil. He has been a technology inventor and entrepreneur for over 30 years. In 1978, he personally drove the adoption of a technology for in-ear sound monitoring. Most recently, from 2005 to 2006, he was the President of APS Inc., the research and development arm of Mag Power Ltd. From 2002 to 2005, he was a consultant to various alternative energy companies in the areas of business and capital formation. In 2003, he launched Nano-Cal, a product line based around a unique biological form of calcium. In 2001, he was granted a patent for the mixing of fluids at micron level levels for mixing applications.

Ivan Ivankovich - Director

Ivan Ivankovich has over 19 years of financial and operational expertise. He is currently a consulting Chief Financial Officer and advisor to several technology companies. From 2005 to 2006, he served as the managing director of VisionPoint Capital, a boutique investment bank, advising clients in the middle market. From 2003 to 2005, he served as the Chief Financial Officer of YellowPages.com, an on-line directory of national and local merchants. Prior to YellowPages.com, from 2001 to 2003, he served as Vice President of Portfolio Operations at Platinum Equity, a global acquisition firm where he managed and operated certain of its portfolio companies. Over the years, he also served as a senior financial executive for venture-backed companies such as, HealthAllies and TriVida Corporation, which was acquired by Befree Inc. (now part of ValueClick: VCLK). He started his career with Ernst & Young in their audit practice in Los Angeles. A Certified Public Accountant and a member of the California Society of CPAs, he earned his B.A. in Business Economics with an emphasis in accounting from the University of California, Santa Barbara.

Board of Directors:

The Directors of the Company are elected by the vote of a majority in interest of the holders of the voting stock of the Company and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.
 
16
 
A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.

Directors receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. The Company’s directors currently do not receive monetary compensation for their service on the Board of Directors.

Code of Ethics
 
We have not adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-B of the Securities Exchange Act of 1934.
 
EXECUTIVE COMPENSATION
 
The following table sets forth the cash compensation (including cash bonuses) paid or accrued by us to our Chief Executive Officer and our four most highly compensated officers other than the Chief Executive Officer from inception (June 1, 2007) to September 30, 2007: 

Name and Principal Position
 
Year
 
 
Salary
 
 
Bonus
 
Option
Awards
 
Non-Equity Incentive Plan Compensation
 
Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)
 
All other Compensation
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
T. Riggs Eckelberry
Chief Executive Officer
   
2007
   
80,000
   
0
   
0
   
0
   
0
   
0
   
80,000
 

Director Compensation

None of the directors have received compensation for their respective services rendered to the Company.

Employment Agreements

The Company currently has no employment agreements with its executive officers.

Employee Benefit Plans

The Company has no employee benefit plans.
Stock Option Plan

The Company has no stock option plan.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company is currently not party to any related party transactions.
 
17
 
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the beneficial ownership of our common stock as of November 19, 2007, by (i) each director, (ii) each executive officer, (iii) all directors and executive officers as a group, and (iv) each person who beneficially owns more than five percent of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC. The percentage ownership of each beneficial owner is based on 143,430,050 outstanding shares of common stock. Except as indicated, each person listed below has sole voting and investment power with respect to the shares set forth opposite such person’s name.
 
Name and Title of Beneficial Owner
 

Number of Shares
Beneficially
Owned(1)
 
Percentage
Ownership
 
 
 
 
 
 
 
T. Riggs Eckelberry
   
40,000,000
   
27.9
%
Chief Executive Officer, and Director
         
 
         
Nicholas Eckelberry
   
15,000,000
    10.5 %
Director
         
 
         
Ivan Ivankovich
   
1,000,000
   
0.7
%
Director
         
 
         
Directors and executive officers
   
56,000,000
   
39.0
%
as a group (3 persons)
         

(1)
Unless otherwise indicated and subject to applicable community property laws, to our knowledge each stockholder named in the table possesses sole voting and investment power with respect to all shares of common stock, except for those owned jointly with that person’s spouse.
 
DESCRIPTION OF SECURITIES

Common Stock

The Company is authorized to issue 500,000,000 shares of Common Stock, par value $.0001 per share. As of the date of this Registration Statement, the Company had 143,430,050 shares of Common Stock outstanding.

The holders of the shares of Common Stock have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors and are entitled to share ratably in all of the assets of the Company available for distribution to holders of Common Stock upon the liquidation, dissolution or winding up of the affairs of the Company. Holders of shares of Common Stock do not have preemptive, subscription or conversion rights.

Holders of shares of Common Stock are entitled to one vote per share on all matters which shareholders are entitled to vote upon at all meetings of shareholders. The holders of shares of Common Stock do not have cumulative voting rights, which mean that the holders of more than 50% of the Company’s outstanding voting securities can elect all of the directors of the Company.

The payment by the Company of dividends, if any, in the future rests within the discretion of its Board of Directors and will depend, among other things, upon the Company’s earnings, capital requirements and financial condition, as well as other relevant factors. The Company has not paid any dividends since its inception and does not intend to pay any cash dividends in the foreseeable future, but intends to retain all earnings, if any, for use in its business.

Transfer Agent

The Company’s transfer agent is ComputerShare Trust Company, 350 Indiana Street, Suite 800, Golden Colorado 80401.

18
 
 
SELLING SECURITY HOLDERS
 
We are registering 32,001,455 shares in this offering. We will not receive any of the proceeds from the sale of those shares being sold by the selling security holders. All of these shares have already been issued to the selling security holders in private placement transactions which were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933. The selling security holders may sell their shares in sales in the open market or in privately negotiated transactions.

All costs, expenses and fees in connection with the registration of the selling stockholders' shares will be borne by us. All brokerage commissions, if any, attributable to the sale of shares by selling stockholders will be borne by selling stockholders.

The following table sets forth the number of shares that the selling security holders may offer for sale from time to time. The shares offered for sale constitute all of the shares known to us to be beneficially owned by the selling security holders. None of the selling security holders has held any position or office with us, except as specified in the following table. Other than the relationships described below, none of the selling security holders had or have any material relationship with us.

SELLING STOCKHOLDERS

The table below sets forth information concerning the resale of the shares of common stock by the selling stockholders. We will not receive any proceeds from the resale of the common stock by the selling stockholders. We will receive proceeds from the exercise of the warrants. Assuming all the shares registered below are sold by the selling stockholders, none of the selling stockholders will continue to own any shares of our common stock.

The following table also sets forth the name of each person who is offering the resale of shares of common stock by this prospectus, the number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in this offering and the number of shares of common stock each person will own after the offering, assuming they sell all of the shares offered.

   
Shares Beneficially Owned
Prior to the Offering
     
Shares Beneficially Owned
After the Offering(1)
 
 
Name
 
 
Number
 
 
Percent
 
Total
Shares Registered
 
 
Number
 
 
Percent
 
Abdellah El Hajoui
   
15,000
   
*
   
15,000
   
0
   
0
 
Adam E. Marquis
   
15,500
   
*
   
15,500
   
0
   
0
 
Alcaro Family LP
   
16,000
   
*
   
16,000
   
0
   
0
 
Alexander Claus Wahnsiedler
   
15,000
   
*
   
15,000
   
0
   
0
 
Alexei Gavriline
   
15,000
   
*
   
15,000
   
0
   
0
 
Amy A. Pietrofesa
   
15,000
   
*
   
15,000
   
0
   
0
 
Andrew Berk
   
18,500
   
*
   
18,500
   
0
   
0
 
Andries J.H. Van Schalkwyk
   
15,500
   
*
   
15,500
   
0
   
0
 
Andromeda Trumbull
   
15,000
   
*
   
15,000
   
0
   
0
 
Angelo Soriano and Angelica Soriano
   
15,000
   
*
   
15,000
   
0
   
0
 
Ann Thaw
   
15,000
   
*
   
15,000
   
0
   
0
 
Arden S. Law
   
16,500
   
*
   
16,500
   
0
   
0
 
Arthur Altounian and Kelli Altounian
   
22,350
   
*
   
22,350
   
0
   
0
 
B&B Family Trust (2)
   
23,500
   
*
   
23,500
   
0
   
0
 
Blair Capital, Inc. (3)
   
3,500,000
   
2.44
%
 
3,500,000
   
0
   
0
 
Blaise Holdings, LLC (4)
   
23,500
   
*
   
23,500
   
0
   
0
 
Blumhouse Productions, Inc. (5)
   
23,500
   
*
   
23,500
   
0
   
0
 
Bradford Creger or Sheri Creger,
Trustees of B&S Creger Living Trust
DTD 10/30/04 (6)
   
33,500
   
*
   
33,500
   
0
   
0
 
 
19
 
Bradley A. Waller & Charlotte Waller
   
18,000
   
*
   
18,000
   
0
   
0
 
Brian Altounian
   
25,750
   
*
   
25,750
   
0
   
0
 
Byron Knight
   
23,500
   
*
   
23,500
   
0
   
0
 
Chad Fitzgerald & Jennifer Fitzgerald
   
15,000
   
*
   
15,000
   
0
   
0
 
Charles Jeannel
   
23,500
   
*
   
23,500
   
0
   
0
 
Cheryl D. Hilliard Separate
Property Trust, September 13, 2005 (7)
   
63,500
   
*
   
63,500
   
0
   
0
 
Cheryl Kennard
   
15,500
   
*
   
15,500
   
0
   
0
 
Chris Jennings and Sheri Jennings
   
16,000
   
*
   
16,000
   
0
   
0
 
Chris Miller
   
15,000
   
*
   
15,000
   
0
   
0
 
Christopher Marquis
   
49,500
   
*
   
49,500
   
0
   
0
 
Chuck M. Liu
   
15,000
   
*
   
15,000
   
0
   
0
 
Colin Friend
   
18,500
   
*
   
18,500
   
0
   
0
 
Colin Miyajima
   
15,000
   
*
   
15,000
   
0
   
0
 
Dane H. Madsen L.P.
   
16,000
   
*
   
16,000
   
0
   
0
 
Daniel Pitlik
   
15,000
   
*
   
15,000
   
0
   
0
 
Daniel S. Spear
   
113,500
   
*
   
113,500
   
0
   
0
 
Darius Madjzoub and Mahnaz Madjzoub
   
15,000
   
*
   
15,000
   
0
   
0
 
David D. Lee
   
25,900
   
*
   
25,900
   
0
   
0
 
David Diekmann
   
16,600
   
*
   
16,600
   
0
   
0
 
David H. Naves
   
15,000
   
*
   
15,000
   
0
   
0
 
David Ohman and Desiree Ohman
   
18,500
   
*
   
18,500
   
0
   
0
 
David Pitlik
   
15,000
   
*
   
15,000
   
0
   
0
 
Denise Cheng
   
16,200
   
*
   
16,200
   
0
   
0
 
Dennis H. Peterson
   
15,000
   
*
   
15,000
   
0
   
0
 
Derek Johansen & Susan McConnell
   
18,500
   
*
   
18,500
   
0
   
0
 
Diane L. Griffith
   
16,500
   
*
   
16,500
   
0
   
0
 
Dongqi Tan
   
15,000
   
*
   
15,000
   
0
   
0
 
Donna J. Altounian, Inc. Profit Sharing Plan (8)
   
17,500
   
*
   
17,500
   
0
   
0
 
Dorothy Sarkozy
   
15,000
   
*
   
15,000
   
0
   
0
 
Douglas C. O'Rear
   
113,500
   
*
   
113,500
   
0
   
0
 
Drew Bolton
   
15,000
   
*
   
15,000
   
0
   
0
 
E.S. Lippert
   
15,000
   
*
   
15,000
   
0
   
0
 
Edan and Melinda Portaro
   
16,000
   
*
   
16,000
   
0
   
0
 
Edward Bouryng & Esther Bouryng
   
33,500
   
*
   
33,500
   
0
   
0
 
EGATNIV, LLC (9)
   
38,500
   
*
   
38,500
   
0
   
0
 
Elizabeth Swolgaard
   
15,000
   
*
   
15,000
   
0
   
0
 
Emmanuel C. Vasilomanolakis
   
16,000
   
*
   
16,000
   
0
   
0
 
Entrust Administration FBO Homero Garcia IRA # 33142 (10)
   
16,000
   
*
   
16,000
   
0
   
0
 
Epic Innovations (11)
   
15,000
   
*
   
15,000
   
0
   
0
 
 
20
 
Eric D. Spratt
   
17,500
   
*
   
17,500
   
0
   
0
 
Erik C. Brandin
   
15,000
   
*
   
15,000
   
0
   
0
 
Evan Rubin
   
17,500
   
*
   
17,500
   
0
   
0
 
Ezra Freedman
   
15,000
   
*
   
15,000
   
0
   
0
 
Four T's (12)
   
21,000
   
*
   
21,000
   
0
   
0
 
Franklin Frazer and Amy Frazer
   
15,000
   
*
   
15,000
   
0
   
0
 
Franklyn E. De Foe
   
15,000
   
*
   
15,000
   
0
   
0
 
Gary Saxer
   
15,000
   
*
   
15,000
   
0
   
0
 
Gary Wien
   
21,000
   
*
   
21,000
   
0
   
0
 
Genevieve Del Lusher
   
23,500
   
*
   
23,500
   
0
   
0
 
Gerardo Broussi
   
16,000
   
*
   
16,000
   
0
   
0
 
Grant Parisi
   
15,000
   
*
   
15,000
   
0
   
0
 
Greg Diekmann
   
15,000
   
*
   
15,000
   
0
   
0
 
Haggis Family Trust (13)
   
15,000
   
*
   
15,000
   
0
   
0
 
Hal Grussmeyer & Teri Grussmeyer
   
15,000
   
*
   
15,000
   
0
   
0
 
Hilton T. Brown
   
16,500
   
*
   
16,500
   
0
   
0
 
Howard H. Thaw
   
15,000
   
*
   
15,000
   
0
   
0
 
Howard K. Brodwin
   
15,000
   
*
   
15,000
   
0
   
0
 
Hye Sook Jo
   
18,500
   
*
   
18,500
   
0
   
0
 
Hyman Kanner
   
19,500
   
*
   
19,500
   
0
   
0
 
Invest West Financial Corp. (14)
   
113,500
   
*
   
113,500
   
0
   
0
 
J.D. Kensington, LLC (15)
   
15,000
   
*
   
15,000
   
0
   
0
 
Jack Waltrip and Gigi Spratley
   
16,500
   
*
   
16,500
   
0
   
0
 
James Standaert
   
15,000
   
*
   
15,000
   
0
   
0
 
Janie Jordan & John Jordan
   
15,500
   
*
   
15,500
   
0
   
0
 
Jason C. Spratt & Jennifer L. Tellefsen
   
20,500
   
*
   
20,500
   
0
   
0
 
Jason M. Gustafson
   
23,300
   
*
   
23,300
   
0
   
0
 
Jason Sabolic
   
15,000
   
*
   
15,000
   
0
   
0
 
Jean-Louis Kindler
   
23,500
   
*
   
23,500
   
0
   
0
 
Jeff Morreale
   
18,500
   
*
   
18,500
   
0
   
0
 
Jennifer Cheng
   
15,000
   
*
   
15,000
   
0
   
0
 
Jerry Darakjian
   
18,500
   
*
   
18,500
   
0
   
0
 
Jessica Gordon
   
15,000
   
*
   
15,000
   
0
   
0
 
Joel S. Picker
   
16,500
   
*
   
16,500
   
0
   
0
 
John A. Sanderson
   
15,000
   
*
   
15,000
   
0
   
0
 
John C. Beifuss
   
3,613,500
   
2.52
%
 
3,613,500
   
0
   
0
 
John C. Diekmann & Betty J. Diekmann TRS of The Diekman Trust Agreement Dated November 29, 1991 (16)
   
15,000
   
*
   
15,000
   
0
   
0
 
John Hayward
   
15,000
   
*
   
15,000
   
0
   
0
 
John Hui
   
28,500
   
*
   
28,500
   
0
   
0
 
 
21
 
John Lund
   
28,500
   
*
   
28,500
   
0
   
0
 
Jon E. von Gunten
   
15,000
   
*
   
15,000
   
0
   
0
 
Joseph Ball and Pam Ball
   
18,500
   
*
   
18,500
   
0
   
0
 
Joshua Smith and Emily Smith
   
18,500
   
*
   
18,500
   
0
   
0
 
Julie Rogers
   
17,500
   
*
   
17,500
   
0
   
0
 
Justin Gordon
   
15,000
   
*
   
15,000
   
0
   
0
 
Justin J. Parisi
   
15,000
   
*
   
15,000
   
0
   
0
 
Justin Krauss
   
15,000
   
*
   
15,000
   
0
   
0
 
Kari Negri
   
15,000
   
*
   
15,000
   
0
   
0
 
Karl Adler
   
15,500
   
*
   
15,500
   
0
   
0
 
Kathleen M. Spear
   
15,000
   
*
   
15,000
   
0
   
0
 
Kathryn Bailey
   
15,000
   
*
   
15,000
   
0
   
0
 
Katrina Muniz
   
15,000
   
*
   
15,000
   
0
   
0
 
Kenneth M. Nepove
   
143,500
   
*
   
143,500
   
0
   
0
 
Kenneth Schneider
   
15,900
   
*
   
15,900
   
0
   
0
 
Kerry Ward
   
23,500
   
*
   
23,500
   
0
   
0
 
Kevin Burke & Kim Burke
   
15,500
   
*
   
15,500
   
0
   
0
 
Kevin J. Miller
   
18,500
   
*
   
18,500
   
0
   
0
 
Kimberlee Beifuss
   
15,000
   
*
   
15,000
   
0
   
0
 
Kohanya Ranch
   
15,000
   
*
   
15,000
   
0
   
0
 
Larry A. Woodard
   
15,000
   
*
   
15,000
   
0
   
0
 
Larry Velez and Lorrie Velez
   
15,000
   
*
   
15,000
   
0
   
0
 
Lawrence de Almeida
   
15,000
   
*
   
15,000
   
0
   
0
 
Lewis D. Roth and Karen L. Graham
   
15,000
   
*
   
15,000
   
0
   
0
 
Linda D. Lombardo
   
15,000
   
*
   
15,000
   
0
   
0
 
Lisa CS Wong, Revocable Trust (17)
   
23,500
   
*
   
23,500
   
0
   
0
 
Lloyd Sax
   
15,000
   
*
   
15,000
   
0
   
0
 
Louis E. Law
   
30,000
   
*
   
30,000
   
0
   
0
 
Marc Eckelberry
   
15,800
   
*
   
15,800
   
0
   
0
 
Marcus Dantus
   
16,000
   
*
   
16,000
   
0
   
0
 
Margaret Shannon Lietz
   
15,000
   
*
   
15,000
   
0
   
0
 
Maria A. Bruzzese
   
15,000
   
*
   
15,000
   
0
   
0
 
Mark J. Richardson
   
38,500
   
*
   
38,500
   
0
   
0
 
Martin Gordon & Marie Gordon
   
15,000
   
*
   
15,000
   
0
   
0
 
Martin Leufray III
   
16,500
   
*
   
16,500
   
0
   
0
 
Martin Roy Mervel
   
15,000
   
*
   
15,000
   
0
   
0
 
Matthew Kou
   
15,000
   
*
   
15,000
   
0
   
0
 
Michael B. Roberts & Nancy E. Simmons
   
15,000
   
*
   
15,000
   
0
   
0
 
Michael Berlin
   
15,500
   
*
   
15,500
   
0
   
0
 
Michael Brown and Linda
Engelsiepen JTWROS
   
16,500
   
*
   
16,500
   
0
   
0
 
 
22
 
Michael Evans Jr
   
15,000
   
*
   
15,000
   
0
   
0
 
Michael J. McKinney and Lee L. McKinney
   
28,500
   
*
   
28,500
   
0
   
0
 
Michael Pitlik
   
15,000
   
*
   
15,000
   
0
   
0
 
Mike Muncy
   
23,500
   
*
   
23,500
   
0
   
0
 
Mikel Delzangles
   
15,000
   
*
   
15,000
   
0
   
0
 
M-Venture, Inc.
   
10,500
   
*
   
10,500
   
0
   
0
 
Nelson Custom Travel, Inc. (18)
   
23,500
   
*
   
23,500
   
0
   
0
 
Patrick D. Morgan - Revocable Inter Vivos Trust (19)
   
15,000
   
*
   
15,000
   
0
   
0
 
Paul G.W. Fetscher
   
38,500
   
*
   
38,500
   
0
   
0
 
Paula Joukhadar
   
15,000
   
*
   
15,000
   
0
   
0
 
Peggy Lickert
   
15,000
   
*
   
15,000
   
0
   
0
 
Peter Wolfgang Schlicht
   
15,000
   
*
   
15,000
   
0
   
0
 
Peterson Family Trust (20)
   
15,000
   
*
   
15,000
   
0
   
0
 
Phillip C. Colson
   
16,500
   
*
   
16,500
   
0
   
0
 
Pierre Tauzinat
   
23,500
   
*
   
23,500
   
0
   
0
 
Portofino Capital Inc. (21)
   
38,555
   
*
   
38,555
   
0
   
0
 
Ralph Ribaya
   
15,000
   
*
   
15,000
   
0
   
0
 
Ramin Ramhormozi and Jennifer E. Romeyn
   
18,500
   
*
   
18,500
   
0
   
0
 
Ray Lawson
   
23,500
   
*
   
23,500
   
0
   
0
 
Reed A. Hatkoff
   
18,500
   
*
   
18,500
   
0
   
0
 
Reid Harrison
   
31,500
   
*
   
31,500
   
0
   
0
 
Renee Duke
   
15,400
   
*
   
15,400
   
0
   
0
 
Reza Nabavian
   
16,500
   
*
   
16,500
   
0
   
0
 
Ricardo DeVengoechea
   
15,000
   
*
   
15,000
   
0
   
0
 
Robert Christopher De Sales
   
15,000
   
*
   
15,000
   
0
   
0
 
Robert D. King and Pamela M. King
   
16,500
   
*
   
16,500
   
0
   
0
 
Robert DeFoe and Beth DeFoe
   
15,000
   
*
   
15,000
   
0
   
0
 
Robin Cheng and Miranda Cheng
   
15,000
   
*
   
15,000
   
0
   
0
 
Royce Shimanmoto
   
18,500
   
*
   
18,500
   
0
   
0
 
Russell D. Wong, Revocable Trust (22)
   
43,500
   
*
   
43,500
   
0
   
0
 
Scott D. Picker
   
15,900
   
*
   
15,900
   
0
   
0
 
Scott Gordon
   
4,000
   
*
   
4,000
   
0
   
0
 
Scott Piwonka-Totten
   
15,000
   
*
   
15,000
   
0
   
0
 
Sean P. McElroy
   
15,000
   
*
   
15,000
   
0
   
0
 
Shane Barr
   
23,500
   
*
   
23,500
   
0
   
0
 
Simon Bowler
   
15,000
   
*
   
15,000
   
0
   
0
 
Simon C. Crane
   
15,000
   
*
   
15,000
   
0
   
0
 
Simone Rayden
   
23,500
   
*
   
23,500
   
0
   
0
 
Stanley B. Levy
   
15,000
   
*
   
15,000
   
0
   
0
 
Stephanie Schestag
   
15,000
   
*
   
15,000
   
0
   
0
 
 
23
 
Steven C. Bartling and Yvonne C. Bartling
   
23,500
   
*
   
23,500
   
0
   
0
 
Steven Marc Ferry
   
16,500
   
*
   
16,500
   
0
   
0
 
Susan Ashbrook
   
18,500
   
*
   
18,500
   
0
   
0
 
Tener Riggs Eckelberry
   
15,000
   
*
   
15,000
   
0
   
0
 
The Mostafa-Karimbeik-Hamedani Family Trust (23)
   
15,000
   
*
   
15,000
   
0
   
0
 
The Prodigious Proclivities Inc. Retirement Trust DTD 01/01/2003 (24)
   
15,000
   
*
   
15,000
   
0
   
0
 
Thomas O. Lind
   
15,500
   
*
   
15,500
   
0
   
0
 
Thunder Innovations, LLC (25)
   
7,000,000
   
4.88
%
 
7,000,000
   
0
   
0
 
Toni R. Cina
   
15,000
   
*
   
15,000
   
0
   
0
 
Tram Richards
   
15,000
   
*
   
15,000
   
0
   
0
 
Trisha Speer
   
15,000
   
*
   
15,000
   
0
   
0
 
Virginia Parisi
   
15,000
   
*
   
15,000
   
0
   
0
 
Virginia Parisi as custodian for the benefit of Trevor Bolton
   
15,000
   
*
   
15,000
   
0
   
0
 
Viviane Amyoony
   
15,300
   
*
   
15,300
   
0
   
0
 
W. Alan Wallace
   
15,000
   
*
   
15,000
   
0
   
0
 
William C. Miller and Lisa A. Miller
   
15,000
   
*
   
15,000
   
0
   
0
 
William E. Beifuss, Jr. and Alice Beifuss
   
7,006,000
   
4.88
%
 
7,006,000
   
0
   
0
 
William F. Povondra Jr.
   
16,500
   
*
   
16,500
   
0
   
0
 
William J. Goode
   
15,500
   
*
   
15,500
   
0
   
0
 
Wings Fund, Inc. (26)
   
7,000,000
   
4.88
%
 
7,000,000
   
0
   
0
 
Total
   
32,001,455
         
32,001,455
             

* Less than 1%

(1)
Assumes that all securities will be sold.
   
(2)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Robert S. Leff and Buckita Leff, as trustee, may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(3)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Neil C.Sullivan may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(4)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Daniel R. Blaise may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(5)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Jason Blum may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(6)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Bradford Creger and Sheri Creger, as trustees, may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(7)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Cheryl D. Hilliard, as trustee, may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
 
24
 
(8)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Donna J. Altounian may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(9)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Seth Farbman may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(10)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Homero Garcia may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(11)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Scott Gordan may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(12)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Bruce Tashjian, Edward Tashjian Jr., Greg Tashjian and Bryan Tashjian may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(13)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Paul E. Haggis & Deborah Haggis, as trustees, may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(14)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Matthew Marquis may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(15)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Jonathan Alcaro may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(16)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, John C. Diekmann & Betty J. Diekmann, as trustees, may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(17)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Lisa CS Wong, as trustee, may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(18)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, David Rappel may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(19)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Patrick D. Morgan, as trustee may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(20)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Dennis Peterson and Maria Bruzzese, as trustees, may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(21)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Neil C. Sullivan may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(22)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Russell D. Wong, as trustee, may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(23)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Mostafa Karimbeik-Hamedani, as trustee, may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(24)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Michael Siteman, as trustee, may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
   
(25)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Elaine Lei may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
 
25
 
(26)
In accordance with Rule 13d-2 under the Securities Exchange Act of 1934, Karen M. Graham may be deemed a control person of the shares owned by such entity, with final voting power and investment control over such shares.
 
PLAN OF DISTRIBUTION

This prospectus relates to a total of 32,001,455 shares of common stock of OriginOil, Inc., a Nevada corporation.

An aggregate of up to 32,001,455 shares of our common stock may be offered and sold pursuant to this Prospectus by the selling security holders. The selling security holders acquired these shares from us in a series of private placements conducted between June and Novmeber of 2007. We will not receive any of the proceeds resulting from the sale of the shares held by the selling security holders.

We have proposed a fixed selling price of $0.10 per share. Non-affiliated selling shareholders must sell at this price until a public market is established for our shares or until the prevailing market dictates otherwise. At such time, the selling security holders may sell our common stock in the over-the-counter market; on any securities exchange on which our common stock is or becomes listed or traded; in negotiated transactions; or otherwise. The selling security holders may sell our common stock at market prices prevailing at the time of sale, or at prices related to the market price, or at other negotiated prices. The shares will not be sold in an underwritten public offering.

The 32,001,455 shares may be sold directly or through brokers or dealers. Each of the selling security holders and any broker-dealers participating in their sales of our stock may be deemed underwriters within the meaning of Section 2(11) of the Securities Act of 1933. Any profit on the sale of shares by the selling security holders and any commissions or discounts given to participating broker-dealers may be deemed underwriting commissions or discounts. Underwriters must comply with time and volume restrictions on sales of stock under Rule 144 of the Securities Act of 1933. Rule 144 restricts sales by underwriters, brokers, dealers and affiliates of the registrant. Subject to Rule 144, any selling security holders who are deemed underwriters would be prevented from selling their shares for a period of one year after the shares were paid for and would not be able to sell more that 10% of the total outstanding shares during any ninety day period. These regulations could impact the ability of the shareholders to sell their shares.
 
Penny Stock Regulation

Our common stock is subject to Securities and Exchange Commission rules regulating broker-dealer transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system. The penny stock rules require a broker-dealer, before a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:

·
 a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

·
 a description of the broker's or dealer's duties to the customer and of the customer’s rights and remedies with respect to violation of such duties;

·
 a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

·
 a toll-free telephone number for inquiries on disciplinary actions;

·
 definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and

·
 such other information in such form—including language, type, size and format—as the Securities and Exchange Commission shall require by rule or regulation.

 Before effecting any transaction in a penny stock, the broker-dealer must also provide the customer the following:

·
 the bid and ask quotations for the penny stock;

·
 the compensation of the broker-dealer and its salesperson in the transaction;
 
26
 
·
 the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

·
 monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that before a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.
 
Limitation of Liability and Indemnification of Officers and Directors; Insurance
 
Our Articles of Incorporation limit the liability of directors to the maximum extent permitted by Nevada law. Nevada law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for:
 
 
·
any breach of their duty of loyalty to the corporation or its shareholders;
 
 
·
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
 
 
·
unlawful payments of dividends or unlawful stock repurchases or redemptions; or
 
 
·
any transaction from which the director derived an improper personal benefit.
 
Our Bylaws provide that we will indemnify our directors, officers, employees and other agents to the fullest extent permitted by law. We believe that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. Our Bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our Bylaws permit such indemnification.
 
There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
 
Insofar as an indemnification for liabilities arising under the Securities Act, may be permitted for directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission each indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
 
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our articles of incorporation provide that no director or officer shall be personally liable for damages for breach of fiduciary duty for any act or omission unless such acts or omissions involve intentional misconduct, fraud, knowing violation of law, or payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes.

Our bylaws provide that we shall indemnify any and all of our present or former directors and officers, or any person who may have served at our request as director or officer of another corporation in which we own stock or of which we are a creditor, for expenses actually and necessarily incurred in connection with the defense of any action, except where such officer or director is adjudged to be liable for negligence or misconduct in performance of duty. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that he shall be indemnified against reasonable expenses incurred in connection therewith.

To the extent that indemnification may be available to our directors and officers for liabilities arising under the Securities Act of 1933, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and therefore unenforceable. If a claim for indemnification against such liabilities—other than our paying expenses incurred by one of our directors or officers in the successful defense of any action, suit or proceeding—is asserted by one of our directors or officers in connection with the securities being registered in this offering, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by us is against public policy as expressed in the Act, and we will be governed by the final adjudication of such issue.
 
27
 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
LEGAL MATTERS
  
The validity of the common stock offered hereby will be passed upon for OriginOil, Inc. by Sichenzia Ross Friedman Ference LLP, 61 Broadway New York, New York 10006.

EXPERTS

The financial statements as of for OriginOil, Inc. included in this prospectus and elsewhere in the registration statement have been audited by HJ Associates & Consultants, LLP, an independent registered public accounting firm, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in auditing and accounting in giving said reports.
ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, which includes exhibits, schedules and amendments, under the Securities Act, with respect to this offering of our securities. Although this prospectus, which forms a part of the registration statement, contains all material information included in the registration statement, parts of the registration statement have been omitted as permitted by rules and regulations of the Securities and Exchange Commission. We refer you to the registration statement and its exhibits for further information about us, our securities and this offering. The registration statement and its exhibits, as well as our other reports filed with the Securities and Exchange Commission, can be inspected and copied at the Securities and Exchange Commission’s public reference room at 100 F Street, N.E., Washington, D.C. 20549-1004. The public may obtain information about the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330. In addition, the Securities and Exchange Commission maintains a web site at http://www.sec.gov, which contains the Form SB-2 and other reports, proxy and information statements and information regarding issuers that file electronically with the Securities and Exchange Commission.
 
28
 
 
ORIGINOIL, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2007
 
29
 
 
ORIGINOIL, INC.
(A Development Stage Company)
BALANCE SHEET
SEPTEMBER 30, 2007
(UNAUDITED)

ASSETS
     
       
CURRENT ASSETS
     
Cash & cash equivalents
 
$
891,751
 
Advances to employees
   
500
 
         
Total Current Assets
   
892,251
 
         
OTHER ASSETS
       
Trademark
   
4,467
 
Security deposit
   
650
 
         
Total Other Assets
   
5,117
 
         
TOTAL ASSETS
 
$
897,368
 
         
LIABILITIES AND SHAREHOLDERS' DEFICIT
       
         
CURRENT LIABILITIES
       
Accrued expenses
 
$
8,364
 
Credit card payable
   
526
 
Payroll taxes payable
   
12,768
 
         
TOTAL LIABILITIES
   
21,658
 
         
SHAREHOLDERS' DEFICIT
       
Preferred stock, $.0001 par value;
       
50,000 authorized preferred shares
       
Common stock, $.0001 par value;
       
500,000,000 authorized common shares
       
129,250,000 shares issued and outstanding
   
12,925
 
Additional Paid in Capital
   
432,763
 
Common stock payable
   
638,000
 
Deficit accumulated during the development stage
   
(207,978
)
 
       
TOTAL SHAREHOLDERS' DEFICIT
   
875,710
 
         
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
 
$
897,368
 
 
The accompanying notes are an integral part of these financial statements
 
F-1

ORIGINOIL, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)

   
 
 
From Inception
 
 
 
 
 
June 1,
 
 
 
Three Months
Ended
 
2007
through
 
 
 
September 30,
2007
 
September 30,
2007
 
           
REVENUE
 
$
-
 
$
-
 
               
TOTAL COST & ADMINISTRATIVE EXPENSES
   
156,702
   
209,883
 
               
LOSS FROM OPERATIONS BEFORE OTHER INCOME
   
(156,702
)
 
(209,883
)
               
OTHER INCOME
             
Interest income
   
2,277
   
2,280
 
Interest expense
   
(375
)
 
(375
)
               
TOTAL OTHER INCOME
   
1,902
   
1,905
 
               
NET LOSS
 
$
(154,800
)
$
(207,978
)
               
BASIC AND DILUTED LOSS PER SHARE
 
$
(0.02
)
     
               
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
             
BASIC AND DILUTED
   
6,866,848
       

The accompanying notes are an integral part of these financial statements
 
F-2
 
ORIGINOIL, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY

   
 
 
 
 
 
 
 
 
Deficit
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
Additional
 
Common
 
during the
 
 
 
 
 
Common stock
 
Paid-in
 
Stock
 
Development
 
 
 
 
 
Shares
 
Amount
 
Capital
 
Payable
 
Stage
 
Total
 
Balance at June 30, 2007
   
-
 
$
-
 
$
-
 
$
22,563
 
$
-
 
$
22,563
 
                                     
Issuance of founders shares in September 2007 for cash (90,250,000 common shares issued at $0.0025 per share ) (unaudited)
   
90,250,000
   
9,025
   
13,538
   
(22,563
)
 
-
   
-
 
                                     
Issuance of common shares in September 2007 for cash (11,000,000 common shares issued at $0.00025 per share ) (unaudited)
   
11,000,000
   
1,100
   
1,650
   
-
   
-
   
2,750
 
                                     
Issuance of common shares in September 2007 for cash (28,000,000 common shares issued at $0.015 per share ) (unaudited)
   
28,000,000
   
2,800
   
417,200
   
-
   
-
   
420,000
 
                                       
Shares to be issued (unaudited)
   
-
   
-
   
-
   
638,000
   
-
   
638,000
 
                                       
Contributed capital by investor (unaudited)
   
-
   
-
   
375
   
-
   
-
   
375
 
                                       
Net Loss for the period ended September 30, 2007 (unaudited)
                               
(207,978
)
 
(207,978
)
                                       
Balance at September 30, 2007 (unaudited)
   
129,250,000
 
$
12,925
 
$
432,763
 
$
638,000
 
$
(207,978
)
$
875,710
 

The accompanying notes are an integral part of these financial statements
 
F-3
 
ORIGINOIL, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
 
 
From Inception
 
 
 
 
 
June 1,
 
 
 
Three Months
Ended
 
2007
through
 
 
 
September 30,
2007
 
September 30,
2007
 
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net loss
 
$
(154,800
)
$
(207,978
)
Adjustment to reconcile net loss to net cash
             
used in operating activities
             
Contributed capital by investor
   
375
   
375
 
(Increase) Decrease in:
             
Prepaid expenses
   
15,000
   
-
 
Advances to officers
   
2,250
   
(500
)
Other assets
   
(4,467
)
 
(5,117
)
Increase (Decrease) in:
             
Accounts payable
   
(11,612
)
 
-
 
Accrued expenses
   
8,364
   
8,364
 
Credit card payable
   
248
   
526
 
Payroll taxes payable
   
(721
)
 
12,768
 
               
NET CASH USED IN OPERATING ACTIVITIES
   
(145,363
)
 
(191,562
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Proceeds from note payable
   
-
   
75,000
 
Payment of loan payable
   
(75,000
)
 
(75,000
)
Proceeds from investors to purchase common stock
   
615,437
   
638,000
 
Proceeds for issuance of common stock
   
445,313
   
445,313
 
               
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
985,750
   
1,083,313
 
               
NET INCREASE IN CASH
   
840,387
   
891,751
 
               
CASH, BEGINNING OF PERIOD
   
51,364
   
-
 
               
CASH, END OF PERIOD
 
$
891,751
 
$
891,751
 
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
             
Interest paid
 
$
-
 
$
-
 
Taxes paid
 
$
-
 
$
-
 
               
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
             
Contributed capital by investor
 
$
375
       

The accompanying notes are an integral part of these financial statements
 
F-4
 
ORIGINOIL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS-UNAUDITED
SEPTEMBER 30, 2007
1.   ORGANIZATION AND LINE OF BUSINESS

Organization

OriginOil, Inc. (the "Company") was incorporated in the state of Nevada on June 1, 2007. The Company, based in Los Angeles, California, began operations on June 1, 2007 to develop and market a renewable oil technology .

The accompanying interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further information, refer to the audited financial statements for the period ended June 30, 2007 and the notes thereto included in the Company’s Report.

Line of Business
 
The Company is currently in the stage of developing a technology that will transform algae, the most promising source of renewable oil, into a competitor to petroleum.  The technology was invented by the two founders, Nicholas Eckelberry and T Riggs Eckelberry. By the terms of their Employee Confidentiality and Inventions Agreements, their inventions are the company’s property. The technology will produce "new oil" from algae, through a cost-effective, high-speed manufacturing process. This supply of new oil can be used for many products such as diesel, gasoline, jet fuel, plastics and solvents without the global warming effects of petroleum.
 
Going Concern
 
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds from its shareholders since its’ inception through the period ended September 30, 2007. Management believes this funding will continue, and has also obtained funding from new investors in the amount of $1,083,313. Management believes the existing shareholders and the prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core of business.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of OriginOil, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
 
F-5

ORIGINOIL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS-UNAUDITED
SEPTEMBER 30, 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Development Stage Activities and Operations
 
The Company has been in its initial stages of formation and for the period ended September 30, 2007, had no revenues. FASB #7 defines a development stage activity as one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.

Revenue Recognition
 
The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. To date, the Company has had no revenues and is in the development stage.

Cash and Cash Equivalent
 
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  

Loss per Share Calculations
 
The Company adopted Statement of Financial Standards (“SFAS”) No. 128 for the calculation of “Loss per Share”. SFAS No. 128 dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the period ended September 30, 2007 as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

3.
CAPITAL STOCK

 
During the period ended September 30, 2007, the Company issued 90,250,000 founders shares of common stock at a price of $0.00025 for cash of $22,563; 11,000,000 shares of common stock issued through a private placement at the price of $0.00025 for cash of $2,750; 28,000,000 shares of common stock were issued through a private placement at a price of $0.015 for cash of $420,000; the private placement was made pursuant to Rule 506 of Regulation D promulgated under section 4(2) of the Securities Act of 1933, as amended; the Company received $638,000 for the purchase of 6,380,000 shares of common stock at a price of $0.10 per share.
 
4.
RELATED PARTY

 
During the period ended September 30, 2007, the Company repaid the investor loan in the amount of $75,000. The interest of $375 was forgiven was by the related party.
 
7.
SUBSEQUENT EVENTS

 
During November 2007, the Company issued 14,180,050 shares of common stock for $0.10 per share in the amount of $1,418,005, pursuant to a private placement made pursuant to Rule 506 of Regulation D promulgated under section 4(2) of the Securities Act of 1933, as amended.

F-6
 
ORIGINOIL, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 2007
 
F-7
 
Report of Independent Registered Public Accounting Firm

To the Board of Directors
OriginOil, Inc.
(A Development Stage Company)
Los Angeles, California

We have audited the balance sheet of OriginOil, Inc. (a development stage company) as of June 30, 2007, and the related statements of operations, stockholders’ equity, and cash flows for the period from inception on June 1, 2007 through June 30, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of OriginOil, Inc. (a development stage company) as of June 30, 2007, and the results of its operations and its cash flows for the period from inception on June 1, 2007 through June 30, 2007, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern . Management’s plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


HJ Associates & Consultants, LLP
Salt Lake City, UT
November 30, 2007
 
F-8
 
ORIGINOIL, INC.
(A Development Stage Company)
BALANCE SHEET
JUNE 30, 2007
 
ASSETS
     
       
CURRENT ASSETS
     
Cash & cash equivalents
 
$
51,364
 
Prepaid expenses
   
15,000
 
Advances to officers
   
2,750
 
         
Total Current Assets
   
69,114
 
         
TOTAL OTHER ASSETS
       
Security deposit
   
650
 
         
TOTAL ASSETS
 
$
69,764
 
         
         
LIABILITIES AND SHAREHOLDERS' DEFICIT
       
         
CURRENT LIABILITIES
       
Accounts payable
 
$
11,612
 
Credit card payable
   
278
 
Payroll taxes payable
   
13,489
 
Loan payable, related party
   
75,000
 
         
TOTAL LIABILITIES
   
100,379
 
         
SHAREHOLDERS' DEFICIT
       
Preferred stock, $.0001 par value;
       
50,000 authorized preferred shares
       
Common stock, $.0001 par value;
       
500,000,000 authorized common shares
       
Common stock subscription payable
   
22,563
 
Deficit accumulated during the development stage
   
(53,178
)
         
TOTAL SHAREHOLDERS' DEFICIT
   
(30,615
)
 
       
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
 
$
69,764
 

The accompanying notes are an integral part of these financial statements
 
F-9

ORIGINOIL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS

   
 
 
From Inception
 
 
 
 
 
June 1, 2007
 
 
 
Period Ended
 
through
 
 
 
June 30, 2007
 
June 30, 2007
 
           
REVENUE
 
$
-
 
$
-
 
               
TOTAL COST & ADMINISTRATIVE EXPENSES
   
53,181
   
53,181
 
               
LOSS FROM OPERATIONS BEFORE OTHER INCOME
   
(53,181
)
 
(53,181
)
               
OTHER INCOME
             
Interest income
   
3
   
3
 
               
TOTAL OTHER INCOME
   
3
   
3
 
               
NET LOSS
 
$
(53,178
)
$
(53,178
)
 
The accompanying notes are an integral part of these financial statements
 
F-10
 
ORIGINOIL, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' DEFICIT

   
 
 
 
 
 
 
 
 
Deficit
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
Additional
 
Common
 
during the
 
 
 
 
 
Common stock
 
Paid-in
 
Stock
 
Development
 
 
 
 
 
Shares
 
Amount
 
Capital
 
Payable
 
Stage
 
Total
 
Balance at June 1, 2007
   
-
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 
                                       
Shares to be issued
   
-
   
-
   
-
   
22,563
   
-
   
22,563
 
                                       
Net Loss for the period ended June 30, 2007
                                
(53,178
)
 
(53,178
)
                                       
Balance at June 30, 2007
   
-
 
$
-
 
$
-
 
$
22,563
 
$
(53,178
)
$
(30,615
)

The accompanying notes are an integral part of these financial statements
 
F-11

ORIGINOIL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
 
   
 
 
From Inception
 
 
 
 
 
June 1, 2007
 
 
 
Period Ended
 
through
 
 
 
June 30, 2007
 
June 30, 2007
 
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net loss
 
$
(53,178
)
$
(53,178
)
Adjustment to reconcile net loss to net cash
             
used in operating activities
             
(Increase) Decrease in:
             
Prepaid expenses
   
(15,000
)
 
(15,000
)
Deposits
   
(650
)
 
(650
)
Advances to Officers
   
(2,750
)
 
(2,750
)
Increase (Decrease) in:
             
Accounts payable
   
11,612
   
11,612
 
Credit card payable
   
278
   
278
 
Payroll taxes payable
   
13,489
   
13,489
 
               
NET CASH USED IN OPERATING ACTIVITIES
   
(46,199
)
 
(46,199
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Proceeds from loan payable
   
75,000
   
75,000
 
Proceeds from investors to purchase common stock
   
22,563
   
22,563
 
               
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
97,563
   
97,563
 
               
NET INCREASE IN CASH
   
51,364
   
51,364
 
               
CASH, BEGINNING OF PERIOD
   
-
   
-
 
               
CASH, END OF PERIOD
 
$
51,364
 
$
51,364
 
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
             
Interest paid
 
$
-
 
$
-
 
Taxes paid
 
$
-
 
$
-
 

The accompanying notes are an integral part of these financial statements
 
F-12
 
ORIGINOIL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007
 
1.   ORGANIZATION AND LINE OF BUSINESS

Organization

OriginOil, Inc. (the "Company") was incorporated in the state of Nevada on June 1, 2007. The Company, based in Los Angeles, California, began operations on June 1, 2007 to develop and market a renewable oil technology .

Line of Business
 
The Company is currently in the stage of developing a technology that will transform algae, the most promising source of renewable oil, into a competitor to petroleum.  Our technology will produce "new oil" from algae, through a cost-effective, high-speed manufacturing process. This supply of new oil can be used for many products such as diesel, gasoline, jet fuel, plastics and solvents without the global warming effects of petroleum.
 
Going Concern
 
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds from its shareholders since its’ inception through the period ended June 30, 2007. Management believes this funding will continue, and has also obtained funding from new investors in the amount of $25,313. Management believes the existing shareholders and the prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core of business.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of OriginOil, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Development Stage Activities and Operations
 
The Company has been in its initial stages of formation and for the period ended June 30, 2007, had insignificant revenues. FASB #7 defines a development stage activity as one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.

Revenue Recognition
 
The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. To date, the Company has had no revenues and is in the development stage.

 
F-13

ORIGINOIL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalent
 
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, and the fair value of stock options. Actual results could differ from those estimates.

Property and Equipment
 
Property and equipment will be stated at cost, and will be depreciated using the modified accelerated cost recovery system (macrs) method over 3-10 years.

Fair Value of Financial Instruments
 
SFAS No. 107, “Disclosures About Fair Value of Financial Instruments”, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2007, the amounts reported for cash, accounts receivable, accounts payable, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities.

Loss per Share Calculations
 
The Company adopted Statement of Financial Standards (“SFAS”) No. 128 for the calculation of “Loss per Share”. SFAS No. 128 dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the period ended June 30, 2007 as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

Income Taxes
 
The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized.

Advertising Costs
 
The Company expenses the cost of advertising and promotional materials when incurred. Total advertising costs were $5,100 for the period ended June 30, 2007.

Recently Issued Accounting Pronouncements
 
In December 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS 148, Accounting for Stock-Based Compensation - Transition and Disclosure. This Statement amends SFAS 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on the reported results.
 
F-14
 
ORIGINOIL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Pronouncements (continued)

In November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment of ARB No. 43, Chapter 4. The amendments made by Statement 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and require the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The guidance is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 23, 2004. The Company has evaluated the impact of the adoption of SFAS 151, and does not believe the impact will be significant to the Company's overall results of operations or financial position.

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123R, Share-based Payment. SFAS 123R revises SFAS 123 and supersedes APB 25. SFAS 123R will be effective for the period ending December 31, 2006, and applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. Under SFAS 123R, we will be required to follow a fair value approach using an option-pricing model, such as the Black Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. The adoption of SFAS 123R is expected to have a material impact on our results of operations.

In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions."The amendments made by Statement 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. Previously, Opinion 29 required that the accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset should be based on the recorded amount of the asset relinquished. Opinion 29 provided an exception to its basic measurement principle (fair value) for exchanges of similar productive assets. The Board believes that exception required that some nonmonetary exchanges, although commercially substantive, be recorded on a carryover basis. By focusing the exception on exchanges that lack commercial substance, the Board believes this Statement produces financial reporting that more faithfully represents the economics of the transactions. The Statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges occurring in fiscal periods beginning after the date of issuance. The provisions of this Statement shall be applied prospectively. The Company has evaluated the impact of the adoption of SFAS 153, and does not believe the impact will be significant to the Company's overall results of operations or financial position.

 
In December 2004, the Financial Accounting Standards Board issued two FASB Staff Positions - FSP FAS 109-1, Application of FASB Statement 109 "Accounting for Income Taxes" to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004, and FSP FAS 109-2 Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004. Neither of these affected the Company as it does not participate in the related activities.

F-15

ORIGINOIL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007

Recently Issued Accounting Pronouncements (continued)

In March 2005, the SEC released Staff Accounting Bulletin No. 107, “Share-Based Payment” (“SAB 107”), which provides interpretive guidance related to the interaction between SFAS 123(R) and certain SEC rules and regulations. It also provides the SEC staff’s views regarding valuation of share-based payment arrangements. In April 2005, the SEC amended the compliance dates for SFAS 123(R), to allow companies to implement the standard at the beginning of their next fiscal year, instead of the next reporting period beginning after June 15, 2005. Management is currently evaluating the impact SAB 107 will have on our condensed financial statements.

In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 provides guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. The Interpretation requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The provision is effective no later than the end of fiscal years ending after December 15, 2005. The Company will adopt FIN 47 beginning the first period ending June 30, 2007, and does not believe the adoption will have a material impact on its financial position or results of operations or cash flows.

In May 2005, the FASB issued FASB Statement No. 154, “Accounting Changes and Error Corrections.” This new standard replaces APB Opinion No. 20, “Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,” and represents another step in the FASB’s goal to converge its standards with those issued by the IASB. Among other changes, Statement 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. Statement 154 also provides that (1) a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a “restatement.” The new standard is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Early adoption of this standard is permitted for accounting changes and correction of errors made in fiscal years beginning after June 1, 2005 . The Company has evaluated the impact of the adoption of Statement 154 and does not believe the impact will be significant to the Company's overall results of operations or financial position.

In February of 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”, which is intended to simplify the accounting and improve the financial reporting of certain hybrid financial instruments (i.e., derivatives embedded in other financial instruments). The statement amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a replacement of FASB Statement No. 125.” SFAS No. 155 is effective for all financial instruments issued or acquired after the beginning of an entity's first fiscal year that begins after September 15, 2006.. The Company is currently evaluating the impact SFAS No. 155 will have on its financial statements, if any.
 
F-16
 
ORIGINOIL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007  

3.
CAPITAL STOCK

At June 30, 2007, the Company’s authorized stock consists of 500,000,000 shares of common stock, par value $0.001 per share. During the period ended June 30, 2007, the Company issued no shares; the Company received $22,563 for the purchase of 90,250,000 shares of common stock at a price of $0.0025 per share.

4.
RENTAL LEASE

 
The Company leased office space for a three month term expiring on September 30, 2007. The rent paid for the period ended June 30, 2007was $211.

5.
DEFERRED TAX BENEFIT
   
 
At June 30, 2007, the Company had net operating loss carry-forwards of approximately $59,139 that may be offset against future taxable income from the year 2007 through 2027. No tax benefit has been reported in the June 30,2007 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended June 30, 2007 due to the following:
 
   
2007
 
Book Income
 
$
(20,739
)
Meals & Entertainment
   
15
 
Valuation Allowance
   
20,724
 
         
 
$
-  
 
 
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax liabilities consist of the following components as of June 30, 2007:

   
2007
 
Deferred tax assets:
     
NOL Carryover
 
$
20,724
 
         
Deferred tax liabilites:
       
Depreciation
   
-
 
         
Less Valuation Allowance
   
(20,724
)
         
Net deferred tax asset
 
$
-
 
 
 
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.
 
 
F-17
 
ORIGINOIL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007  
 
6.
RELATED PARTY

During the period ended June 30, 2007, an Investor loaned the Company $75,000 for operating expenses. The loan bears interest at the rate of 6% per annum. The balance at June 30, 2007 was $75,000. The principal and interest is due August 31, 2007
 
7.
SUBSEQUENT EVENTS

 
During July 2007, the Company repaid the investor loan in the amount of $75,000. The interest was forgiven by the related party.

 
During August 2007, the Company issued 101,000,000 shares of common stock for $0.00025 per share in the amount of $25,250, pursuant to a private placement made pursuant to Rule 506 of Regulation D promulgated under section 4(2) of the Securities Act of 1933, as amended.

 
During August 2007, the Company issued 28,000,000 shares of common stock for $0.015 per share in the amount of $420,000, pursuant to a private placement made pursuant to Rule 506 of Regulation D promulgated under section 4(2) of the Securities Act of 1933, as amended.

 
During August 2007, the Company placed an offering of 6,380,000 shares of common stock at a price of $0.10 per share through a private placement.
 
 
F-18
 
ORIGINOIL, INC.
 
32,001,455 Shares
Common Stock
$0.001 Par Value
By Selling Shareholders
 
PROSPECTUS
 
December 10, 2007
 
30
 

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our articles of incorporation provide that no director or officer shall be personally liable for damages for breach of fiduciary duty for any act or omission unless such acts or omissions involve intentional misconduct, fraud, knowing violation of law, or payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes.

Our bylaws provide that we shall indemnify any and all of our present or former directors and officers, or any person who may have served at our request as director or officer of another corporation in which we own stock or of which we are a creditor, for expenses actually and necessarily incurred in connection with the defense of any action, except where such officer or director is adjudged to be liable for negligence or misconduct in performance of duty. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that he shall be indemnified against reasonable expenses incurred in connection therewith.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable.
 
Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
The following table sets forth the expenses in connection with this Registration Statement. We will pay all expenses of the offering. All of such expenses are estimates , other than the filing fees payable to the Securities and Exchange Commission.

Commission Filing Fee
 
$
98.24
 
Legal Fees and Expenses
   
40,000.00
*  
Accounting Fees and Expenses
   
20,000.00
*
Blue Sky Fees and Expenses
   
10,000.00
*
Miscellaneous
   
5,000.00
*  
TOTAL
 
$
75,098.24
*  

* Estimated
 
Item 26. RECENT SALES OF UNREGISTERED SECURITIES

In July 2007, the Company issued a total of 101,250,000 shares the Company’s common stock as founder's shares at a price per share of $0.00025 per share for an aggregate sum of $25,312.50.

In July 2007 the Company completed a private placement for up to 28,000,000 shares of common stock of the Company at a price of $0.015 per share for an aggregate sum of $420,000.00

On November 19, 2007 the Company completed a private placement for 14,180,050 shares of common stock of the Company at a price of $0.10 per share for an aggregate sum of $1,418,005.

All of the above offerings and sales were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of OriginOil or executive officers of OriginOil, and transfer was restricted by OriginOil in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings. Except as expressly set forth above, the individuals and entities to whom we issued securities as indicated in this section of the registration statement are unaffiliated with us.
 
31
 
Item 27. EXHIBITS
 
The following exhibits are included in this registration statement:
 
SEC Ref. No.
 
Title of Document
 
Location
3.1
 
Articles of Incorporation
 
Attached
         
3.3
 
By-laws
 
Attached
         
5.1
 
Legal Opinion of Sichenzia Ross Friedman Ference LLP
 
Attached
         
10.1
 
Form of Subscription Agreement, dated July 11, 2007
 
Attached
         
10.2
 
Form of Subscription Agreement, dated August 2007
 
Attached
         
23.1
 
Consent of Sichenzia Ross Friedman Ference LLP (attached as part of Exhibit 5.1)
   
         
23.2
 
Consent of HJ Associates & Consultants, LLP
 
Attached

32
 
 
ITEM 28. UNDERTAKINGS

The undersigned registrant hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
33
 

SIGNATURES

 In accordance with the requirements of the Securities Act of 1933, OriginOil, Inc. certifies that it has reasonable ground to believe that it meets all of the requirements of filing on Form SB-2 and authorizes this Registration Statement to be signed on its behalf, in the City of Los Angeles, State of California, on December 10, 2007.
     
 
ORIGINOIL, INC.
 
  		 
  		 
 
By:  
/s/ T Riggs Eckelberry
 
T Riggs Eckelberry
 
Chief Executive Officer (Principal Executive Officer)
and Acting Chief Financial Officer
(Principal Accounting and Financial Officer)
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed below by the following persons in the capacities and on the dates indicated.
 
     
Date: December 10, 2007
By:  
/s/ T Riggs Eckelberry
 
T Riggs Eckelberry
 
Director
 
     
Date: December 10, 2007  
By:  
/s/ Nicholas Eckelberry
 
Nicholas Eckelberry
 
Director
 
     
Date: December 10, 2007
By:  
/s/ Ivan Ivankovich
 
Ivan Ivankovich
 
Director
 
34

 
 
 

 
 
 

 
 
BYLAWS
OF
ORIGINOIL, INC.
 
Effective as of
 
June 1, 2007
 
 
BYLAWS
OF
ORIGINOIL, INC.
 
ARTICLE 1
OFFICES
 
Section 1.1   Offices . OriginOil, Inc., a Nevada corporation, (the “Corporation”), may have offices at such places both within and without the State of Nevada as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.
 
ARTICLE 2
MEETINGS OF STOCKHOLDERS
 
Section 2.1   Annual Meeting . An annual meeting of the stockholders for the election of directors shall be held at such place either within or without the State of Nevada as shall be designated on an annual basis by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Any other proper business may be transacted at the annual meeting.
 
Section 2.2   Notice of Annual Meeting . Written notice of the annual meeting stating the place, if any, date, hour of the meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
 
Section 2.3   Voting List . The officer who has charge of the stock ledger of the Corporation shall prepare and make, or cause a third party to prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
 
 
Section 2.4   Special Meetings . Special meetings of the stockholders of this Corporation, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation of the Corporation (as amended from time to time, the “Articles of Incorporation”), shall be called by the President or Secretary of the Corporation at the request in writing of (a) a majority of the members of the Board of Directors or (b) holders of at least ten percent of the total voting power of all outstanding shares of stock of the Corporation then entitled to vote, and may not be called absent such a request. Such request shall state the purpose or purposes of the proposed meeting.
 
Section 2.5   Notice of Special Meetings . As soon as reasonably practicable after receipt of a request as provided in Section 2.4 , written notice of a special meeting, stating the place, if any, date (which shall be not less than ten nor more than sixty days from the date of the notice), hour and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such special meeting and the purpose or purposes for which the special meeting is called, shall be given to each stockholder entitled to vote at such special meeting.
 
Section 2.6   Scope of Business at Special Meeting . Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
 
Section 2.7   Quorum . The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or by means of remote communication, if any, or represented by proxy, shall constitute a quorum at all meetings of stockholders of the Corporation for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or by means of remote communication, if any, or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as provided in Section 2.5 .
 
Section 2.8   Qualifications to Vote . The stockholders of record on the books of the Corporation at the close of business on the record date as determined by the Board of Directors and only such stockholders shall be entitled to vote at any meeting of stockholders or any adjournment thereof; provided, however, that the Board of Directors may fix a new record date for any adjourned meeting.
 
Section 2.9   Record Date . The Board of Directors may fix a record date for the determination of the stockholders entitled to notice of or to vote at any stockholders’ meeting and at any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action. The record date shall not be more than sixty nor less than ten days before the date of such meeting, and not more than ten days prior to any action without a meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for any adjourned meeting.
 
 
Section 2.10   Action at Meetings . When a quorum is present at any meeting, the vote of the holders of a majority of the shares of stock having voting power present in person, by means of remote communication, if any, or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.
 
Section 2.11   Voting and Proxies . Unless otherwise provided in the Articles of Incorporation and subject to applicable law, each stockholder shall, at every meeting of the stockholders of the Corporation, be entitled to one vote in person, by means of remote communication, if any, or by proxy, for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on or after three years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless and for so long and only to the extent it is coupled with an interest sufficient at law to support an irrevocable power.
 
Section 2.12   Action by Stockholders Without a Meeting .  Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Nevada (by hand or by certified or registered mail, return receipt requested), to its principal place of business or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation by delivery to its registered office in the State of Nevada (by hand or by certified or registered mail, return receipt requested), to its principal place of business or to an officer or agent of the Corporation having custody of the book in which proceedings or meetings of stockholders are recorded.
 
 
ARTICLE 3
DIRECTORS
 
Section 3.1   Powers . The business of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by applicable law or by the Articles of Incorporation or by these bylaws of the Corporation (as in effect from time to time, the “Bylaws”), directed or required to be exercised or done by the stockholders.
 
Section 3.2   Number; Election; Tenure and Qualification . The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors; provided that the number of directors shall be not less than three nor more than five. With the exception of the first Board of Directors, which shall be elected by the incorporator of the Corporation, and except as provided in the Articles of Incorporation or in Section 3.3 , the directors shall be elected at the annual meeting of stockholders by a plurality vote of the shares represented in person, by means of remote communication, if any, or by proxy and each director elected shall hold office until his or her successor is elected and qualified unless he or she shall resign, become disqualified, disabled, or otherwise removed. Directors need not be stockholders.
 
Section 3.3   Vacancies and Newly Created Directorships . Unless otherwise provided in the Articles of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall serve until the next annual election and until their successors are duly elected and qualified, unless he or she shall resign, become disqualified, disabled, or otherwise removed. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.
 
Section 3.4   Location of Meetings . The Board of Directors may hold meetings, both regular and special, either within or without the State of Nevada.
 
Section 3.5   Meeting of Newly Elected Board of Directors . The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting; provided that a quorum shall be present. In the event such meeting is not held at such time, the meeting may be held at such time and place as shall be specified in a notice given in the manner specified for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.
 
 
Section 3.6   Regular Meetings . Regular meetings of the Board of Directors may be held without notice at such time and at such place, if any, as shall from time to time be determined by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of such location, if any.
 
Section 3.7   Special Meetings . Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, if there be one, President of the Corporation or any director on two days’ notice to each director by mail or overnight courier service or one days’ notice to each director by telephone, facsimile, telegram or by a form of electronic transmission consented to by director to whom notice is given or such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstance. Notice may be waived in accordance with Section 78.375 of the Nevada Revised Statutes (as in effect from time to time, the “NRS”).
 
Section 3.8   Quorum and Action at Meetings . At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
 
Section 3.9   Action Without a Meeting . Unless otherwise restricted by the NRS, the Articles of Incorporation or the Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form (including a paper copy of an electronic transmission) if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
 
Section 3.10   Telephonic/Electronic Meeting . Unless otherwise restricted by the Articles of Incorporation or the Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
 
 
Section 3.11   Committees . The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, or in the Bylaws of the Corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by this chapter to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation.
 
Section 3.12   Committee Authority . Any such committee, to the extent allowed by law and provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.
 
Section 3.13   Committee Minutes . Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required to do so by the Board of Directors.
 
Section 3.14   Directors Compensation . Unless otherwise restricted by the Articles of Incorporation or the Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
 
Section 3.15   Resignation . Any director or officer of the Corporation may resign at any time. Each such resignation shall be made in writing or by electronic transmission and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the Board of Directors, the President of the Corporation or the Secretary of the Corporation. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.
 
Section 3.16   Removal . Unless otherwise restricted by the Articles of Incorporation, the Bylaws or applicable law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
 
 
ARTICLE 4
NOTICES
 
Section 4.1   Notice to Directors and Stockholders . Whenever, under the provisions of applicable law, the Articles of Incorporation or the Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his or her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or, by a form of electronic transmission consented to by stockholder or director to whom notice is given. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall in the absence of fraud, be prima facie evidence of the facts stated therein. Notice to directors may also be given by telephone, facsimile, telegram or electronic transmission.
 
Section 4.2   Waiver . Whenever notice is required to be given under applicable law, the Articles of Incorporation or the Bylaws, a written waiver, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The written waiver or any waiver by electronic transmission need not specify the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Attendance at the meeting is not a waiver of any right to object to the consideration of matters required by the NRS to be included in the notice of the meeting but not so included, if such objection is expressly made at the meeting.
 
ARTICLE 5
OFFICERS
 
Section 5.1   Enumeration . The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary, a Chief Financial Officer and such other officers with such other titles as the Board of Directors shall determine. The Board of Directors may elect from among its members a Chairman or Chairmen of the Board and a Vice Chairman of the Board. The Board of Directors may also choose one or more Vice Presidents and Assistant Secretaries. Any number of offices may be held by the same person, unless the Articles of Incorporation or the Bylaws otherwise provide.
 
Section 5.2   Election . The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a President, a Secretary, a Chief Financial Officer and such other officers with such other titles as the Board of Directors shall determine.
 
 
Section 5.3   Appointment of Other Agents . The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
 
Section 5.4   Compensation . The salaries of all officers of the Corporation shall be fixed by the Board of Directors or a committee thereof. The salaries of agents of the Corporation shall, unless fixed by the Board of Directors, be fixed by the President or any Vice President of the Corporation.
 
Section 5.5   Tenure . The officers of the Corporation shall hold office until their successors are elected and qualify or until such officer’s earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.
 
Section 5.6   Chairman of the Board and Vice-Chairman of the Board . The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders of the Corporation at which he or she shall be present. The Chairman shall have and may exercise such powers as are, from time to time, assigned to the Chairman by the Board of Directors and as may be provided by law. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders of the Corporation at which the Vice Chairman shall be present. The Vice Chairman shall have and may exercise such powers as are, from time to time, assigned to such person by the Board of Directors and as may be provided by law.
 
Section 5.7   President . The President shall be the Chief Executive Officer of the Corporation unless such title is assigned to another officer of the Corporation; in the absence of a Chairman and Vice Chairman of the Board, the President shall preside as the chairman of meetings of the stockholders of the Corporation and the Board of Directors; and the President shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President or any Vice President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
 
Section 5.8   Vice President . In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
 
 
Section 5.9   Secretary . The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders of the Corporation and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book on electronic record to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders of the Corporation and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be subject. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature.
 
Section 5.10   Assistant Secretary . The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
 
Section 5.11   Chief Financial Officer . The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and the Board of Directors may, by resolution, delegate such power of designation to any officer or officers of the Corporation. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or any officer of the Corporation to whom the Board of Directors may, by resolution, delegate such power, taking proper vouchers for such disbursements, and shall, upon request, render to the President and the Board of Directors, an account of all such transactions as Chief Financial Officer and of the financial condition of the Corporation. If required by the Board of Directors, Chief Financial Officer shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the Chief Financial Officer’s office and for the restoration to the Corporation, in case of the Chief Financial Officer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Chief Financial Officer that belongs to the Corporation.
 
 
ARTICLE 6
CAPITAL STOCK
 
Section 6.1   Certificates . The shares of capital stock of the Corporation shall be represented by a certificate, unless and until the Board of Directors adopts a resolution permitting shares to be uncertificated. Certificates shall be signed by, or in the name of the Corporation by, (a) the President or any Vice President, and (b)  the Secretary or an yAssistant Secretary, certifying the number of shares owned by such stockholder in the Corporation.
 
Section 6.2   Signature . Any of or all of the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile or conformed signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.
 
Section 6.3   Lost Certificates . The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
 
Section 6.4   Transfer of Stock . Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Corporation.
 
Section 6.5   Record Date . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for any adjourned meeting.
 
 
Section 6.6   Registered Stockholders . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Nevada.
 
ARTICLE 7
GENERAL PROVISIONS
 
Section 7.1   Dividends . The Board of Directors, subject to the applicable provisions, if any, of the Articles of Incorporation and the NRS, may declare and pay dividends upon the capital stock of the Corporation. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Articles of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purposes as the Board of Directors shall deem conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.
 
Section 7.2   Checks . All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
 
Section 7.3   Fiscal Year . The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
 
Section 7.4   Seal . The Board of Directors may adopt a corporate seal having inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Nevada.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
 
Section 7.5   Loans . The Board of Directors of this Corporation may, without stockholder approval, authorize loans to, or guaranty obligations of, or otherwise assist, including, without limitation, the adoption of employee benefit plans under which loans and guarantees may be made, any officer or other employee of the Corporation or of any of its subsidiaries, including any officer or employee who is a director of the Corporation or any of its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation.
 
 
ARTICLE 8
INDEMNIFICATION
 
Section 8.1   Scope . The Corporation shall, to the fullest extent permitted by the NRS, as it may be amended and supplemented from time to time, or any other applicable provision or law, indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by that section, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise.   Without limiting the generality of the foregoing, the Corporation is authorized to provide indemnification of agents in excess of that otherwise permitted by sections 78.7502 and 78.751 of the Nevada General Corporation Law for those agents of the Corporation for breach of duty to the Corporation and its stockholders; provided, however, that the Corporation is not authorized to provide indemnification of any agent for any acts or omissions or transactions from which a director may not be relieved of liability as set forth in section 78.037(1) of the NRS.
 
Section 8.2   Advancing Expenses . Expenses (including attorneys’ fees) incurred by a present or former director or officer of the Corporation in defending a civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized by relevant provisions of the NRS or other applicable provision or law; provided, however, the Corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors, or (ii) who is a party to an action, suit or proceeding brought by the Corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the Corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the Corporation or its stockholders.
 
Section 8.3   Liability Offset . If the Corporation provides indemnification under this  Article 8 such indemnification shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the Corporation, the indemnified party or any other person.
 
 
Section 8.4   Continuing Obligation . The provisions of this Article 8 shall be deemed to be a contract between the Corporation and each director of the Corporation who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.
 
Section 8.5   Nonexclusive . The indemnification and advancement of expenses provided for in this Article 8 shall (a) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, (b) continue as to a person who has ceased to be a director and (c) inure to the benefit of the heirs, executors and administrators of such a person.
 
Section 8.6   Other Persons . In addition to the indemnification rights of directors, officers, employees, or agents of the Corporation, the Board of Directors in its discretion shall have the power on behalf of the Corporation to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 78.7502 of the NRS or other applicable provision or law.
 
ARTICLE 9
AMENDMENTS
 
Section 9.1   Amendments . Except as otherwise provided in the Articles of Incorporation, the Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the holders of a majority of the outstanding voting shares of the Corporation or by the Board of Directors, when such power is conferred upon the Board of Directors by the Articles of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Articles of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.
 
 
CERTIFICATE OF SECRETARY
 
I, the undersigned, do hereby certify:
 
1.   That I am the duly elected and acting Secretary of OriginOil, Inc. , a Nevada corporation; and
 
2.   That the foregoing bylaws constitute a true copy of the bylaws of said corporation as duly adopted by the Board of Directors thereof.
 
IN WITNESS WHEREOF, I have hereunto subscribed my name this ____ day of June , 2007.
 
     
/s/ Riggs Eckelberry
 
Riggs Eckelberry, Secretary
 
 
EXHIBIT 5.1
 
SICHENZIA ROSS FRIEDMAN FERENCE LLP
61 Broadway, 32 nd Floor
New York, NY 10006
Telephone: (212) 930-9700
Facsimile: (212) 930-9725
 
December 7, 2007
 
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
 
RE: ORIGINOIL, INC.
FORM SB-2 EGISTRATION STATEMENT
 
Ladies and Gentlemen:
 
We refer to the above-captioned registration statement on Form SB-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed by OriginOil, Inc., a Nevada corporation (the "Company"), with the Securities and Exchange Commission.
 
We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.
 
Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable.
 
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.
     
 
Very truly yours,
 
  		 
 
/s/ Sichenzia Ross Friedman Ference LLP
 
Sichenzia Ross Friedman Ference LLP
 
 

SUBSCRIPTION AGREEMENT

ORIGINOIL, INC.

OriginOil, Inc. (the "Company") has authorized for sale to the subscribers set forth on the signature page attached hereto an aggregate of 101,250,000 shares of common stock (“Shares”), $.0001 par value common stock (“Common Stock”). T he undersigned hereby subscribes for __________ shares (the “Shares”) of common stock at a price of $_________ per share, representing a total purchase price of $_________ (the “Subscription Price”).

The undersigned agrees to pay the aggregate Subscription Price for the Shares being purchased hereunder. The entire purchase price is due and payable upon the submission of this Subscription Agreement and shall be payable by wire transfer or check.
   
The Company has the right to reject this subscription in whole or in part.
 
The undersigned acknowledges that the Shares being purchased hereunder and its component securities will not be registered under the Securities Act of 1933 (the "Act"), or the securities laws of any state (the “State Acts”), in reliance upon an exemption from the registration requirements of the Act and the State Acts; that absent an exemption from registration contained in the Act and the State Acts, the Shares, would require registration; and that the Company's reliance upon such exemptions is based, in material part, upon the undersigned's representations, warranties, and agreements contained in this Subscription Agreement (the "Subscription Documents").

1.   The undersigned represents, warrants, and agrees as follows:

a.   The undersigned agrees that this Subscription Agreement is and shall be irrevocable.

b.   The undersigned is intimately involved with the operations of the Company and understands its business operations (the “Business”). The undersigned has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Offering and the Business and to obtain such additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same as the undersigned reasonably desires in order to evaluate the investment. The undersigned understands the Business, and the undersigned has had the opportunity to discuss any questions regarding the Business with his counsel or other advisor. The undersigned has received no representations or warranties from the Company and its Business, its employees, agents or attorneys, in making this investment decision. The undersigned does not desire to receive any further information.
 
 
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c.   The undersigned is aware that the purchase of the Shares is a speculative investment involving a high degree of risk, that there is no guarantee that the undersigned will realize any gain from this investment, and that the undersigned could lose the total amount of this investment.

d.   The undersigned understands that no federal or state agency has made any finding or determination regarding the fairness of the Shares for investment, or any recommendation or endorsement of the Share.

e.   The undersigned is purchasing the Shares for the undersigned's own account, with the intention of holding the Shares with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Shares, and shall not make any sale, transfer, or pledge thereof without registration under the Act and any applicable securities laws of any state or unless an exemption from registration is available under those laws.

f.   The undersigned represents that if an individual, he has adequate means of providing for his or her current needs and personal and family contingencies and has no need for liquidity in this investment in the Shares. The undersigned has no reason to anticipate any material change in his or her personal financial condition for the foreseeable future.

g.   The undersigned is financially able to bear the economic risk of this investment, including the ability to hold the Shares indefinitely, or to afford a complete loss of his investment in the Shares.

h.   The undersigned represents that the undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and the undersigned's investment in the Shares will not cause such overall commitment to become excessive. The undersigned understands that the statutory basis on which the Shares are being sold to the undersigned and others would not be available if the undersigned's present intention were to hold the Shares for a fixed period or until the occurrence of a certain event. The undersigned realizes that in the view of the Securities and Exchange Commission, a purchase now with a present intent to resell by reason of a foreseeable specific contingency or any anticipated change in the market value, or in the condition of the Company, or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by the undersigned for the acquisition of the Shares, and for which such Shares may be pledged as security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, represent a purchase with an intent inconsistent with the undersigned's representations to the Company, and the Commission would then regard such sale as a sale for which the exemption from registration is not available. The undersigned will not pledge, transfer or assign this Subscription Agreement.
 
 
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i.   The undersigned represents that the funds provided for this investment are either separate property of the undersigned, community property over which the undersigned has the right of control, or are otherwise funds as to which the undersigned has the sole right of management. The undersigned is purchasing the Shares with the funds of the undersigned and not with the funds of any other person, firm, or entity and is acquiring the Shares for the undersigned's account. No person other than the undersigned has any beneficial interest in the Shares being purchased hereunder.

j.   The address shown under the undersigned's signature at the end of this Subscription Agreement is the undersigned's principal residence if he or she is an individual, or its principal business address if it is a corporation or other entity.

l.   The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares.

m.   The undersigned acknowledges that the certificates for the Shares which the undersigned will receive will contain a legend substantially as follows:

   
THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AS AMENDED, OR EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
 
The undersigned further acknowledges that a stop transfer order will be placed upon the certificates for the securities in accordance with the Act. The undersigned further acknowledges that the Company is under no obligation to aid the undersigned in obtaining any exemption from registration requirements.

n.   The undersigned represents that he is an “accredited investor” as that term is defined under the Act.

o.   The undersigned understands that, the Company intends to offer additional shares of common stock in one or more private offerings (the Private Offerings”). After the completion of the Private Offerings, the Company intends to file with the Securities and Exchange Commission (“SEC”) an SB-2 registration statement (the “Registration Statement”) to register certain shares of common stock sold in its Private Offerings and to exercise its reasonable best efforts to cause the Registration Statement to become effective. The Company has also agreed to request a broker-dealer to file the approval application with the National Association of Securities Dealers, Inc. (the “NASD”) to secure the listing or quotation of its Common Stock on the Over the Counter Bulletin Board market maintained by the NASD.
 
 
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As inducement to the purchasers of the Private Offerings and to NASD market makers to establish a public market for the common stock, the undersigned hereby agrees that from the date hereof and until two (2) years after the Registration Statement is declared effective by the SEC (the “Lock-up Term”), the undersigned will not sell or offer to sell any unregistered shares of the Company’s common stock which the undersigned owns as may be permitted pursuant to Rule 144 promulgated under the Act.

Any shares of common stock acquired by the undersigned in the Private Offerings and included in the Registration Statement will not be subject to the lock-up provisions of this Agreement.

Once the Lock-up Term has expired, the undersigned will be entitled to piggyback registration rights. If the Company proposes to file a registration statement under the Act with respect to an offering for its own account of any class of its equity securities (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 415 (or any successor provision) under the Act applies to an offering of securities solely to the Company’s existing shareholders), then the Company shall in each case give written notice of such proposed filing to the undersigned as soon as practicable (but no later than 20 business days) before the anticipated filing date, and such notice shall offer the undersigned the opportunity to register such number of Founders Shares the undersigned may request. The undersigned shall so advise the Company in writing within 10 business days after the date on which the Company’s notice is given, setting forth the number of Shares for which registration is requested. If the Company’s offering is to be an underwritten offering, the Company shall use its reasonable best efforts to cause the managing underwriter to permit the undersigned to include the requested of Shares in such offering on the same terms and conditions as any similar securities of the Company included therein. Once the registration statement is declared effective by the SEC, the undersigned will not sell or distribute more than 25% of their Shares included in the registration every ninety (90) days.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to remove restrictive legends from any share certificates held by the undersigned if such removal would constitute a violation or breach of this Agreement. An appropriate restrictive legend describing the Lock-up Term and this Agreement may be affixed to the certificate representing the Shares.
 
 
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2.   The undersigned expressly acknowledges and agrees that the Company is relying upon the undersigned's representations contained in the Subscription Documents.

3.   The Company has been duly and validly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Nevada. The Company represents that it has all requisite power and authority, and all necessary authorizations, approvals and orders required as of the date hereof to enter into this Subscription Agreement and to be bound by the provisions and conditions hereof.

4.   Except as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of his or its rights hereunder or under any other agreement, instrument or papers signed by any of them with respect to the subject matter hereof unless such waiver is in writing and signed by the party waiving said right. Except as otherwise specifically provided for hereunder, no delay or omission by any party in exercising any right with respect to the subject matter hereof shall operate as a waiver of such right or of any such other right. A waiver on any one occasion with respect to the subject matter hereof shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. All rights and remedies with respect to the subject matter hereof, whether evidenced hereby or by any other agreement, instrument, or paper, will be cumulative, and may be exercised separately or concurrently.

5.   The parties have not made any representations or warranties with respect to the subject matter hereof not set forth herein, and this Subscription Agreement, together with any instruments or documents executed simultaneously herewith in connection with this offering, constitutes the entire agreement between them with respect to the subject matter hereof. All understandings and agreements heretofore had between the parties with respect to the subject matter hereof are merged in this Subscription Agreement and any such instruments and documents, which alone fully and completely expresses their agreement.

6.   This Subscription Agreement may not be changed, modified, extended, terminated or discharged orally, but only by an agreement in writing, which is signed by all of the parties to this Subscription Agreement.

7.   The parties agree to execute any and all such other further instruments and documents, and to take any and all such further actions reasonably required to effectuate this Subscription Agreement and the intent and purposes hereof.

8.   This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York and the undersigned hereby consents to the jurisdiction of the courts of the State of New York and the United States District Courts situated therein.
 
 
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EXECUTION BY SUBSCRIBER

$______ ($________ per share) – ____ shares
 
Exact Name in Which Title is to be Held
 
(Signature)

Name and Title (if applicable)
 
Address: Number and Street
 
City
State
Zip Code
 
Social Security Number or Tax Identification Number
 
Accepted this 11th day of July, 2007 on behalf of OriginOil, Inc.

     
 
  		 
  		 
 
By:  
 
T Riggs Eckelberry , CEO

 
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SUBSCRIPTION AGREEMENT
 
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between OriginOil, Inc. (the “Company”), and the undersigned (the “Subscriber”).
 
WITNESSETH:
 
WHEREAS, the Company is conducting a private offering (the “Offering”) consisting of up to 1 5,000,000 shares of common stock, par value $.0001 per share (“Shares”); and
 
WHEREAS, the Subscriber desires to purchase that number of Shares set forth on the signature page hereof on the terms and conditions hereinafter set forth.
 
NOW, THEREFORE, in consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows:
 
I.
SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER
 
1.1   Subject to the terms and conditions hereinafter set forth and in the Confidential Offering Memorandum dated August 3, 2007 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the “Memorandum”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Shares, and the Company agrees to sell to the Subscriber as is set forth on the signature page hereof, at a per share price equal to $0.10 per Share. The purchase price is payable by personal or business check or money order made payable to “OriginOil, Inc.” contemporaneously with the execution and delivery of this Agreement by the Subscriber. Subscribers may also pay the subscription amount by, wire transfer of immediately available funds to:
 
Name:     OriginOil, Inc.
 
Bank:      
 
Account:  

Wiring ABA:  

1.2   The Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (a) the Company remains a development stage business with limited operating history and requires substantial funds in addition to the proceeds of the Offering; (b) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) the Subscriber may not be able to liquidate its investment; (d) transferability of the Shares (sometimes hereinafter collectively referred to as the “Securities”) is extremely limited; (e) in the event of a disposition, the Subscriber could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. Without limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed the section of the Memorandum captioned “Risk Factors.”
 
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1.3   The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as indicated by the Subscriber’s responses to the questions contained in Article VII hereof, and that the Subscriber is able to bear the economic risk of an investment in the Shares.
 
1.4   The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed, unregistered and/or not traded on a national securities exchange nor on the National Association of Securities Dealers, Inc. (the “NASD”) automated quotation system (“NASDAQ”), or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Shares to evaluate the merits and risks of such an investment on the Subscriber’s behalf; (b) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes.
 
1.5   The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum (which includes the Risk Factors), including all exhibits thereto, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Offering.
 
1.6 ( a)   In making the decision to invest in the Shares the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Shares hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber’s consideration of an investment in the Shares other than the Offering Materials.
 
(b)   The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Shares by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Shares were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.
 
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1.7   The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby.
 
1.8   The Subscriber hereby acknowledges that the Offering has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder. The Subscriber understands that the Securities have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available.
 
1.9   The Subscriber understands that the Securities comprising the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Subscriber’s investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the Securities.
 
1.10   The Subscriber understands that there is no public market for the Common Stock and that no market may develop for any of such Securities. The Subscriber understands that even if a public market develops for such Securities, Rule 144 (“Rule 144”) promulgated under the Securities Act requires for non-affiliates, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register any of the Securities under the Securities Act or any state securities or “blue sky” laws other than as set forth in Article V.
 
1.11   The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities that such Securities have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following:
 
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”
 
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1.12   The Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to call Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company, at its sole discretion, reserves the unrestricted right, without further documentation or agreement on the part of the Subscriber, to reject or limit any subscription, to accept subscriptions for fractional Shares and to close the Offering to the Subscriber at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to such Securities.
 
1.13   The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber’s principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity.
 
1.14   The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Shares. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms.
 
1.15   If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.
 
1.16   The Subscriber acknowledges that if he or she is a Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such firm in Section 7.4 below.
 
1.17   The Subscriber acknowledges that at such time, if ever, as the Securities are registered (as such term is defined in Article V hereof), sales of the Securities will be subject to state securities laws.
 
1.18 (a )   The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.
 
(b)   The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as required by law; provided, that the Company may use the name of the Subscriber for any offering or in any registration statement filed pursuant to Article V in which the Subscriber’s shares are included.
 
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1.19   The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of (a) any sale or distribution of the Securities by the Subscriber in violation of the Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained in Article VII herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

II.
REPRESENTATIONS BY AND COVENANTS OF THE COMPANY
 
The Company hereby represents and warrants to the Subscriber that:
 
2.1   Organization, Good Standing and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to conduct its business.
 
2.2   Capitalization and Voting Rights . The Company has authorized 500,000,000 shares of Common Stock, par value $.0001 per share, of which 129,250,000 shares are outstanding as of the date hereof. Except as set forth in the Offering Materials, there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase any shares of capital stock of the Company. Except as set forth in the Offering Materials and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Articles of Incorporation (the “Articles of Incorporation”), By-Laws or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound.
 
2.3   Authorization; Enforceability . The Company has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Company, its directors and stockholders necessary for the (i) authorization execution, delivery and performance of this Agreement by the Company; and (ii) authorization, sale, issuance and delivery of the Securities contemplated hereby and the performance of the Company’s obligations hereunder has been taken. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy. The Common Stock, when issued and fully paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and sale of the Common Stock contemplated hereby will not give rise to any preemptive rights or rights of first refusal on behalf of any person which have not been waived in connection with this offering.
 
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2.4   No Conflict; Governmental Consents .
 
(a)   The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any material law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound, or of any provision of the Articles of Incorporation or By-Laws of the Company, and will not conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company.
 
(b)   No consent, approval, authorization or other order of any governmental authority is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Shares, except such filings as may be required to be made with the SEC, NASD, NASDAQ and with any state or foreign blue sky or securities regulatory authority.
 
2.5   Licenses . Except as otherwise set forth in the Memorandum, the Company has sufficient licenses, permits and other governmental authorizations currently required for the conduct of its business or ownership of properties and is in all material respects in compliance therewith.
 
2.6   Litigation . The Company knows of no pending or threatened legal or governmental proceedings against the Company which could materially adversely affect the business, property, financial condition or operations of the Company or which materially and adversely questions the validity of this Agreement or any agreements related to the transactions contemplated hereby or the right of the Company to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which could materially adversely affect the business, property, financial condition or operations of the Company. There is no action, suit, proceeding or investigation by the Company currently pending in any court or before any arbitrator or that the Company intends to initiate.
 
2.7   Disclosure . The information set forth in the Offering Materials as of the date hereof contains no untrue statement of a material fact nor omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
 
2.8   Investment Company . The Company is not an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.
 
2.9   Intellectual Property .
 
(i)   To the best of its knowledge, the Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. Except as disclosed in the Memorandum, there are no material outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of “off the shelf” or standard products. The Company has not received any written communications alleging that the Company has violated or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.
 
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(ii)   Except as disclosed in the Memorandum, the Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company’s business as presently conducted.
 
(iii)   Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as presently conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any employee is now obligated.
 
(iv)   To the Company’s knowledge, no employee of the Company, nor any consultant with whom the Company has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company because of the nature of the business conducted by the Company; and to the Company’s knowledge the continued employment by the Company of its present employees, and the performance of the Company’s contracts with its independent contractors, will not result in any such violation. The Company has not received any written notice alleging that any such violation has occurred. Except as described in the Memorandum, no employee of the Company has been granted the right to continued employment by the Company or to any compensation following termination of employment with the Company except for any of the same which would not have a material adverse effect on the business of the Company. The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company, nor does the Company have a present intention to terminate the employment of any officer, key employee or group of employees.
 
2.10   Title to Properties and Assets; Liens, Etc . The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those resulting from taxes which have not yet become delinquent; (b) liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company; and (c) those that have otherwise arisen in the ordinary course of business. The Company is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
 
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2.11   Obligations to Related Parties . Except as described in the Memorandum, there are no obligations of the Company to officers, directors, stockholders, or employees of the Company other than (a) for payment of salary or other compensation for services rendered, (b) reimbursement for reasonable expenses incurred on behalf of the Company and (c) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company). Except as may be disclosed in the Memorandum, the Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

III.
TERMS OF SUBSCRIPTION
 
3.1   There is no requirement that any minimum number of Shares be sold and therefore no escrow will be established for subscription funds. Subscription funds may be deposited by the Company directly into its operating account for use as described in this Confidential Offering Memorandum.
 
3.2   Certificates representing the Common Stock purchased by the Subscriber pursuant to this Agreement will be prepared for delivery to the Subscriber within 15 business days following the Closing at which such purchase takes place. The Subscriber hereby authorizes and directs the Company to deliver the certificates representing the Common Stock purchased by the Subscriber pursuant to this Agreement directly to the Subscriber’s residential or business address indicated on the signature page hereto.

IV.
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS
 
4.1   The Subscriber’s obligation to purchase the Shares at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law:
 
(a)   Covenants . All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects.
 
(b)   No Legal Order Pending . There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.
 
(c)   No Law Prohibiting or Restricting Such Sale . There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Securities (except as otherwise provided in this Agreement).
 
V.
REGISTRATION RIGHTS
 
5.1   Definitions . As used in this Agreement, the following terms shall have the following meanings.
 
(a)   The term “Holder” shall mean any person owning or having the right to acquire Registrable Securities or any permitted transferee of a Holder.
 
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(b)   The terms “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or order of effectiveness of such registration statement or document.
 
(c)   The term “Registrable Securities” shall mean: (i) the Common Stock; and (ii) any other shares of Common Stock with respect to which the Company has granted or may in the future grant registration rights pursuant to separate agreements; provided, however, that securities shall only be treated as Registrable Securities if and only for so long as they (A) have not been disposed of pursuant to a registration statement declared effective by the SEC; (B) have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale; (C) are held by a Holder or a permitted transferee of a Holder pursuant to Section 5.10; and (D) may not be disposed of under Rule 144(k) under the Securities Act without restriction.
 
5.2   Piggy-Back Registration . The Holders will be entitled to “piggy-back” registration rights of the shares of Common Stock on registration statements (other than on Form S-8, S-4 or similar Forms) filed by the Company for certain Shares purchase by the Holder (“Piggy-Back Rights”). Piggy-back Rights will include the first 15,000 Shares purchased by the Holder plus 10% of all additional Shares purchased by the Holder. The Company shall use its best efforts to cause such Registration Statement to become effective as soon as possible.
 
5.3   Registration Procedures . Whenever required under this Article V to include Registrable Securities in a Company registration statement, the Company shall, as expeditiously as reasonably possible:
 
(a)   Use best efforts to (i) cause such registration statement to become effective, and (ii) cause such registration statement to remain effective until the earliest to occur of (A) such date as the sellers of Registrable Securities (the “Selling Holders”) have completed the distribution described in the registration statement and (B) such time that all of such Registrable Securities are no longer, by reason of Rule 144(k) under the Securities Act, required to be registered for the sale thereof by such Holders. The Company will also use its best efforts to, during the period that such registration statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the registration statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement.
 
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(b)   Prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.
 
(c)   Make available for inspection upon reasonable notice during the Company’s regular business hours by each Selling Holder, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such Selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Selling Holder, underwriter, attorney, accountant or agent in connection with such registration statement.
 
(d)   Furnish to the Selling Holders such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.
 
(e)   Use best efforts to register and qualify the securities covered by such registration statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the Selling Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.
 
(f)   In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Selling Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
 
(g)   Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (i) when the registration statement or any post-effective amendment and supplement thereto has become effective; (ii) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make every effort to obtain the withdrawal of any order suspending effectiveness of the registration statement at the earliest possible time or prevent the entry thereof); (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iv) of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.
 
(h)   Cause all such Registrable Securities registered hereunder to be listed on each securities exchange or quotation service on which similar securities issued by the Company are then listed or quoted or, if no such similar securities are listed or quoted on a securities exchange or quotation service, apply for qualification and use best efforts to qualify such Registrable Securities for inclusion on the New York Stock Exchange, American Stock Exchange or listing on a quotation system of the National Association of Securities Dealers, Inc.
 
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(i)   Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
 
(j)   Cooperate with the Selling Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold, which certificates will not bear any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters, if any, shall request at least two business days prior to any sale of the Registrable Securities to the underwriters.
 
(k)   In connection with an underwritten offering, cause the officers of the Company to provide reasonable assistance in the preparation of, any “road show” presentation to potential investors as the managing underwriter may determine.
 
(l)   Comply with all applicable rules and regulations of the SEC and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 50 calendar days after the end of any 3-month period (or 105 calendar days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering, and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company, after the effective date of a registration statement, which statements shall cover said period.
 
(m)   If the offering is underwritten and at the request of any Selling Holder, use its best efforts to furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) opinions dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and the transfer agent for the Registrable Securities so delivered, respectively, to the effect that such registration statement has become effective under the Securities Act and such Registrable Securities are freely tradable, and covering such other matters as are customarily covered in opinions of issuer’s counsel delivered to underwriters and transfer agents in underwritten public offerings and (ii) a letter dated such date from the independent public accountants who have certified the financial statements of the Company included in the registration statement or the prospectus, covering such matters as are customarily covered in accountants’ letters delivered to underwriters in underwritten public offerings.
 
5.4   Furnish Information . It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Article V with respect to the Registrable Securities of any Selling Holder that such Holder shall furnish to the Company such information regarding the Holder, the Registrable Securities held by the Holder, and the intended method of disposition of such securities as shall be reasonably required by the Company to effect the registration of such Holder’s Registrable Securities.
 
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5.5   Registration Expenses . The Company shall bear and pay all Registration Expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to registration pursuant to Section 5.2 for each Holder, but excluding underwriting discounts and commissions relating to Registrable Securities and excluding any professional fees or costs of accounting, financial or legal advisors to any of the Holders.
 
5.6   Underwriting Requirements . In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.
 
5.7   Delay of Registration . No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Article.
 
5.8   Indemnification . In the event that any Registrable Securities are included in a registration statement under this Article V:
 
(a)   To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation by the Company of the Securities Act, the Exchange Act, or any rule or regulation promulgated under the Securities Act, or the Exchange Act, and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 5.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.
 
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(b)   To the extent permitted by law, each Selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 5.8(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided , however , that the indemnity agreement contained in this Section 5.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided , further, that, in no event shall any indemnity under this Section 5.8(b) exceed the greater of the cash value of the (i) gross proceeds from the Offering received by such Holder or (ii) such Holder’s investment pursuant to this Agreement as set forth on the signature page attached hereto.
 
(c)   Promptly after receipt by an indemnified party under this Section 5.8 of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel selected by the indemnifying party and approved by the indemnified party (whose approval shall not be unreasonably withheld); provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 5.8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5.8.
 
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(d)   If the indemnification provided for in this Section 5.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.
 
(e)   Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in an underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall control.
 
(f)   The obligations of the Company and Holders under this Section 5.8 shall survive the completion of the Offering.
 
5.9   Reports Under Securities Exchange Act of 1934 . With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:
 
(a)   make and keep public information available, as those terms are understood and defined in Rule 144, at all times after 90 days after the effective date of the registration statement;
 
(b)   file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and
 
(c)   furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.
 
5.10   Permitted Transferees . The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under this Article V may be assigned in full by a Holder in connection with a transfer by such Holder of its Registrable Securities if: (a) such Holder gives prior written notice to the Company; (b) such transferee agrees to comply with the terms and provisions of this Agreement; (c) such transfer is otherwise in compliance with this Agreement; and (d) such transfer is otherwise effected in accordance with applicable securities laws. Except as specifically permitted by this Section 5.10, the rights of a Holder with respect to Registrable Securities as set out herein shall not be transferable to any other Person, and any attempted transfer shall cause all rights of such Holder therein to be forfeited.
 
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VI.
LOCK-UP AGREEMENT
 
6.1   The Subscriber understands that the Company may file with the Securities and Exchange Commission ("SEC") a registration statement on Form SB-2 (the "Registration Statement") to register certain shares of the Company’s common stock and to exercise its reasonable best efforts to cause the Registration Statement to become effective. The Company may also request a broker-dealer to file with the National Association of Securities Dealers (the "NASD") to secure the listing or quotation of its Common Stock on the Over the Counter Bulletin Board market maintained by the National Association of Securities Dealers, Inc.
 
6.2   Pursuant to Section 5.2 of this Agreement, the Subscriber has been granted piggy-back registration rights for the first 15,000 Shares purchased plus 10% of all additional Shares purchased in this Offering (the “Registration Shares”). Shares that Subscriber purchases in this Offering that do not qualify as Registration Shares will be subject to the lock-up provision in Section 6.3 below.
 
6.3   As an inducement to NASD market makers to establish a public market for the common stock, the Subscriber hereby agrees that from the date of the Confidential Offering Memorandum and until one (1) year after the Registration Statement is declared effective by the SEC, the Subscriber will not exercise any rights to sell any unregistered shares of the Company's Common Stock as may be permitted under SEC Rule 144.
 
VII.
MISCELLANEOUS
 
7.1   Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, or delivered by hand against written receipt therefor, addressed as follows:
 
if to the Company, to it at:
 
OriginOil, Inc.
2029 Century Park East, 14th Floor
Los Angeles, CA 90067
Attn: T Riggs Eckelberry, Chief Executive Officer

With a copy to:

Sichenzia Ross Friedman Ference LLP
61 Broadway, 32 nd Floor
New York, NY 10006
Attn: Gregory Sichenzia, Esq.
 
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if to the Subscriber, to the Subscriber’s address indicated on the signature page of this Agreement.
 
Notices shall be deemed to have been given or delivered on the date of mailing, except notices of change of address, which shall be deemed to have been given or delivered when received.
 
7.2   Except as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by the parties to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged.
 
7.3   Subject to the provisions of Section 5.10, this Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.
 
7.4   Upon the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber with respect to the purchase of Common Stock as herein provided, subject, however, to the right hereby reserved by the Company to enter into the same agreements with other subscribers and to add and/or delete other persons as subscribers.
 
7.5   NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW. IN THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE SUPREME COURT OF THE STATE OF NEVADA IN AND FOR CLARK COUNTY OF NEVADA OR THE FEDERAL COURTS FOR SUCH STATE AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE.
 
7.6   In order to discourage frivolous claims the parties agree that unless a claimant in any proceeding arising out of this Agreement succeeds in establishing his claim and recovering a judgment against another party (regardless of whether such claimant succeeds against one of the other parties to the action), then the other party shall be entitled to recover from such claimant all of its/their reasonable legal costs and expenses relating to such proceeding and/or incurred in preparation therefor.
 
7.7   The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other covenant or provision unless so expressed herein.
 
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7.8   It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.
 
7.9   The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
 
7.10   This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.
 
7.11   Nothing in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement, except (a) for the holders of Registable Securities.
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
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VIII.
CONFIDENTIAL INVESTOR QUESTIONNAIRE
 
8.1   The Subscriber represents and warrants that he, she or it comes within one category marked below, and that for any category marked, he, she or it has truthfully set forth, where applicable, the factual basis or reason the Subscriber comes within that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth below.
 
Category A ____
The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000.

Explanation. In calculating net worth you may include equity in personal property and real estate, including your principal residence, cash, short-term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property.

Category B ____
The undersigned is an individual (not a partnership, corporation, etc.) who had an income in excess of $200,000 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years (in each case including foreign income, tax exempt income and full amount of capital gains and losses but excluding any income of other family members and any unrealized capital appreciation) and has a reasonable expectation of reaching the same income level in the current year.

Category C ____
The undersigned is a director or executive officer of the Company which is issuing and selling the Securities.

Category D ____
The undersigned is a bank; a savings and loan association; insurance company; registered investment company; registered business development company; licensed small business investment company (“SBIC”); or employee benefit plan within the meaning of Title 1 of ERISA and (a) the investment decision is made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor, or (b) the plan has total assets in excess of $5,000,000 or (c) is a self directed plan with investment decisions made solely by persons that are accredited investors. (describe entity)
   
  ________________________________________________________________
  ________________________________________________________________
 
Category E ____
The undersigned is a private business development company as defined in section 202(a) (22) of the Investment Advisors Act of 1940. (describe entity)
   
  ________________________________________________________________
  ________________________________________________________________

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Category F ____
The undersigned is either a corporation, partnership, California or Nevada? business trust, or non-profit organization within the meaning of Section 501(c) (3) of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Common Stock and with total assets in excess of $5,000,000. (describe entity)
   
  ________________________________________________________________
  ________________________________________________________________
   
Category G ____ The undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, where the purchase is directed by a “sophisticated investor” as defined in Regulation 506(b)(2)(ii) under the Act.
   
Category H ____ The undersigned is an entity (other than a trust) in which all of the equity owners are “accredited investors” within one or more of the above categories.
   
  ________________________________________________________________
  ________________________________________________________________
 
The undersigned agrees that the undersigned will notify the Company at any time on or prior to the Closing Date in the event that the representations and warranties in this Agreement shall cease to be true, accurate and complete.
 
8.2   SUITABILITY (please answer each question)
 
(a)   For an individual Subscriber, please describe your current employment, including the company by which you are employed and its principal business:
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
 
(b)   For an individual Subscriber, please describe any college or graduate degrees held by you:
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
 
(c)   For all Subscribers, please list types of prior investments:
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
 
(d)   For all Subscribers, please state whether you have participated in other private placements before:
 
YES  o       NO o
 
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(e)   If your answer to question (d) above was “YES”, please indicate frequency of such prior participation in private placements of:
 
   
Public
Companies
 
Private
Companies
Frequently
  ________________________   ________________________
Occasionally
  ________________________   ________________________
Never
  ________________________   ________________________

(f)   For individual Subscribers, do you expect your current level of income to significantly decrease in the foreseeable future:
 
YES  o       NO o
 
(g)   For trust, corporate, partnership and other institutional Subscribers, do you expect your total assets to significantly decrease in the foreseeable future:
 
YES  o       NO o
 
(h)   For all Subscribers, do you have any other investments or contingent liabilities which you reasonably anticipate could cause you to need sudden cash requirements in excess of cash readily available to you:
 
YES  o       NO o
 
(i)   For all Subscribers, are you familiar with the risk aspects and the non-liquidity of investments such as the securities for which you seek to subscribe?
 
YES  o       NO o
 
(j)   For all Subscribers, do you understand that there is no guarantee of financial return on this investment and that you run the risk of losing your entire investment?
 
YES  o       NO o
 
8.3   MANNER IN WHICH TITLE IS TO BE HELD . (circle one)
 
(a)   Individual Ownership
 
(b)   Community Property
 
(c)   Joint Tenant with Right of Survivorship (both parties must sign)
 
(d)   Partnership*
 
(e)   Tenants in Common
 
(f)   Company*
 
(g)   Trust*
 
(h)   Other*
 
*If Securities are being subscribed for by an entity, the attached Certificate of Signatory must also be completed.
 
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8.4   NASD AFFILIATION .
 
Are you affiliated or associated with an NASD member firm (please check one):
 
Yes o     No o
 
If Yes, please describe:
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________

*If Subscriber is a Registered Representative with an NASD member firm, have the following acknowledgment signed by the appropriate party:
 
The undersigned NASD member firm acknowledges receipt of the notice required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.
 
_________________________________
Name of NASD Member Firm

By: ______________________________
Authorized Officer

Date: ____________________________

8.5   The undersigned is informed of the significance to the Company of the foregoing representations and answers contained in the Confidential Investor Questionnaire contained in this Article VII and such answers have been provided under the assumption that the Company will rely on them.
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
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NUMBER OF SHARES __________ X $0.10 = $__________ (the “Purchase Price”)  

       
   
Signature 		   
Signature (if purchasing jointly)
   
       
Name Typed or Printed 		   
Name Typed or Printed
       
   
Title (if Subscriber is an Entity) 		   
Title (if Subscriber is an Entity)
       
   
Entity Name (if applicable) 		   
Entity Name (if applicable
   
       
   
Address 		   
Address
   
       
City, State and Zip Code 		   
City, State and Zip Code
       
   
Telephone-Residence 		   
Telephone-Residence
   
       
Facsimile-Residence 		   
Facsimile-Residence
   
       
Telephone-Business 		   
Telephone-Business
   
       
Facsimile-Business 		   
Facsimile-Business
   
       
Email 		   
Email
   
       
Tax ID # or Social Security # 		   
Tax ID # or Social Security #
       
Name in which securities should be issued:     ___________________________________
 
Dated: _________________ , 2007

This Subscription Agreement is agreed to and accepted as of ________________   , 2007.
 
     
  OriginOil, Inc.
 
  		 
  		 
 
By:  
 
Name: T Riggs Eckelberry
  Title: President and CEO
 
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CERTIFICATE OF SIGNATORY

(To be completed if Shares are
being subscribed for by an entity)
 
I, ____________________________, am the ____________________________ of __________________________________________ (the “Entity”).

I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Common Stock, and certify further that the Subscription Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have set my hand this ________ day of _________________, 2007

       
   
   
(Signature)
 
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EXHIBIT 23   .2

 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

 
We consent to the use in this Registration Statement of OriginOil, Inc. on Form SB-2, of our report, dated November 30, 2007, which includes an emphasis paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to our Firm under the caption “Experts” in the Prospectus.


HJ Associates & Consultants, LLP
Salt Lake City, Utah
December 7, 2007