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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB
[X]   Annual Report Pursuant To Section 13 Or 15(d) Of The Securities
      Exchange Act Of 1934

      For the fiscal year ended July 31, 2006
                                ----------------
[ ]   Transition Report Under Section 13 Or 15(d) Of The Securities Exchange
      Act Of 1934

      For the transition period from

COMMISSION FILE NUMBER:          000-33391
                            ------------------

                        HYBRID TECHNOLOGIES, INC.
-------------------------------------------------------------------------------
               (Name of small business issuer in its charter)

                NEVADA                        88-0490890
-----------------------------------------     ---------------------------------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)


5001 East Bonanza Road, Suite 138-145
Las Vegas, Nevada                             89110
-----------------------------------------     ---------------------------------
(Address of principal executive offices)      (Zip Code)

                                 (818) 780-2403
                   -----------------------------------------
                           Issuer's telephone number

Securities registered under
Section 12(b) of the Exchange Act:  NONE

Securities registered under
Section 12(g) of the Exchange Act:  COMMON STOCK, PAR VALUE $0.001 PER SHARE

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

Yes  [X]   No  [__]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

<page>

State issuer's revenues for its most recent fiscal year:  $390,441.

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the  Exchange  Act.):  $64,887,015  based on the closing  price for our
shares of common stock of $5.41 on November 6, 2006.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.  25,895,130 shares of common stock as
at November 6, 2006.

Transitional Small Business Disclosure Format (check one): Yes  [   ]   No  [X]

<page>

                                     PART I



                    NOTE REGARDING FORWARD LOOKING STATEMENTS
        CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
             OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         This  Annual  Report  contains   historical   information  as  well  as
forward-looking  statements.  Statements looking forward in time are included in
this  Annual  Report  pursuant  to the safe  harbor  provisions  of the  Private
Securities  Litigation  Reform Act of 1995.  Such  statements  involve known and
unknown  risks and  uncertainties  that may cause our  actual  results in future
periods to be materially different from any future performance suggested herein.
We wish to caution readers that in addition to the important  factors  described
elsewhere in this Form 10-KSB, the following forward looking  statements,  among
others,  sometimes  have  affected,  and in the future could affect,  our actual
results and could cause our actual consolidated results during 2006, and beyond,
to differ materially from those expressed in any forward-looking statements made
by or on our behalf.

ITEM 1. DESCRIPTION OF BUSINESS.

Background
----------

      Hybrid   Technologies,   Inc.  ("we",   "us",  the  "Company"  or  "Hybrid
Technologies")  was incorporated  under the laws of the State of Nevada in April
2000.  We are a  development  stage  technology  company.  We are engaged in the
development and marketing of electric powered vehicles and products and, through
our  majority-owned  subsidiary  Zingo  Inc.,  in  providing  telecommunications
services through our VoIP system that utilizes the Internet.

         We  changed  our  name  from  Whistler  Investments,   Inc.  to  Hybrid
Technologies,  Inc. on March 9, 2005 to reflect our corporate  focus.  Since our
incorporation,  we evaluated various business opportunities  including a mineral
property in British  Columbia;  the Azra Shopping Center in Las Vegas,  which we
acquired on April 10,  2002,  and  disposed  of on January 1, 2003;  a Vancouver
based coffee  franchise;  oil and gas  properties in  California;  and a medical
software product company. We did not pursue several of these opportunities,  and
none of these business opportunities produced meaningful revenue.

         Following  the sale of the Azra shopping  center and our  determination
not to pursue  acquisition of a medical software company,  we began to focus our
efforts on the  development  and  marketing  of electric  powered  vehicles  and
products.

License Agreements with RV Systems.

         To take the steps  necessary  to begin  implementing  our new  business
strategy,  on June 27, 2003,  we entered into a licensing  agreement  with NuAge
Electric,  Inc.  ("NuAge"),  which on October 21, 2003, was terminated.  On that
date, we signed a licensing and  distribution  agreement  with RV Systems,  Inc.
("RV Systems") to acquire the worldwide  rights (with the exception of India for
the  two-and  three-wheeled  vehicle  technology)  to  sell,  distribute  and/or
manufacture specified products utilizing the portable power systems developed by
RV System's  affiliate,  Lithium House, Inc. ("Lithium House").  We also entered
into an  agreement  to retain the  services  of Mr.  Chaz Haba,  the  founder of

                                      -1-

<page>

Lithium House,  to provide  technical  advice to Hybrid  Technologies'  Board of
Directors.  Under the License Agreement, we paid license fees so to acquired the
rights to utilize the lithium ion and lithium polymer battery packs, proprietary
controllers and propulsion  systems developed by Lithium House. On July 2, 2005,
we  notified  RV  Systems  that it was in  material  default  under the  License
Agreement. On October 25, 2005, we filed suit against Lithium House, RV Systems,
Chaz Haba and related  parties,  in the California  Superior Court,  Los Angeles
County,  seeking recovery of amounts paid under the RV Systems License Agreement
for failure of  performance by RV Systems,  and for other  damages.  On June 23,
2006 Hybrid, Lithium House, RV Systems and all related parties signed settlement
documents.  Hybrid has recovered its prototype  vehicles and incurred no further
expense related to this litigation or the licensing agreement.

Recent Developments

         Acquisition   and   Subsequent    Disposition   of   Telecommunications
Subsidiary.  On November 24, 2004 we formed WhistlerTel,  Inc. under the laws of
the  State of  Nevada,  and on  December  3,  2004 we  purchased  (through  this
subsidiary)  the assets of  Tradewinds  Telecom LLC, Fort  Lauderdale,  Florida.
Tradewinds  Telecom was operated as  WhistlerTel  Inc through this  wholly-owned
subsidiary. The strategic initial objective of our telecommunications operations
is to develop a superior  multilevel  platform that provides highly reliable and
advanced VoIP  telecommunications  services. On August 18, 2005, we entered into
the Agreement and Plan of Reorganization (the "Agreement"), with Javakingcoffee,
Inc., a Nevada  corporation,  changing the name to Zingo, Inc. and on August 19,
2005,  selling  all of the  outstanding  shares of  Whistlertel  to  Zingo,  and
received in exchange  80,000,000  shares of Zingo's  common stock,  or 69.56% of
Zingo's outstanding common stock.  Effective August 30, 2005, Holly A. Roseberry
and Mehboob Charania, who are two of our directors, were appointed to constitute
the new Board of  Directors  of Zingo.  On August  30,  2005,  Zingo's  Board of
Directors  appointed Holly  Roseberry as President and Chief Executive  Officer,
and Mehboob Charania as Treasurer and Secretary, of the Company.

Liquidity and Capital Resources

      As of July 31, 2006,  we had cash on hand of  $519,181.  At that same date
our liabilities totaled  $1,678,281.  During the period since inception on April
12,  2000  to  July  31,  2006,  we  had  incurred   operating  losses  totaling
$34,305,268.  On July 31, 2006, we had a working capital surplus of $233,581 and
a stockholders' deficit of $34,792,011.

         We had 25,895,130  shares of common stock issued and  outstanding as of
September 29, 2006.  Our common stock is traded on the OTC Bulletin  Board.  The
Board of  directors  of Hybrid  has  approved  and issued  the  following  stock
dividends:  February  28,  2005 10%;  June 17,  2005 5%;  September  2, 2005 5%;
November 30, 2005 5%; February 28, 2006 10%; March 31, 2006 5%; May 31, 2006 5%.
We are  scheduled to issue the next stock  dividend on record date  November 30,
2006 10%. The Board also approved a ten for one stock split  effective  March 9,
2005.

                                      -2-
<page>

Risk Factors
------------

         You should be particularly  aware of the inherent risks associated with
our business plan. These risks include but are not limited to:

General

WE ARE A DEVELOPMENT STAGE BUSINESS

         We have had no appreciable revenues from joint ventures or sales of our
products,  nor  have we  signed  any  definitive  joint  venture  agreements  to
commercialize any of our products.  As of July 31, 2006, our liabilities totaled
$1,678,281.  During the period since our inception on April 12, 2000 to July 31,
2006, we have incurred operating losses totaling $34,305,268.  On July 31, 2006,
we had a stockholders'  deficit of $34,792,011.  We expect that we will continue
to incur  operating  losses  in the  future.  Failure  to  achieve  or  maintain
profitability may materially and adversely affect the future value of our common
stock.


IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL

         Our   current   operating   funds   are   less   than   necessary   for
commercialization  of our  products,  and  therefore  we  will  need  to  obtain
additional  financing to complete our business  plan. We do not  currently  have
arrangements  for  financing  and we may not find such  financing  if  required.
Market  factors may make the timing,  amount,  terms or conditions of additional
financing unavailable to us.


WE HAVE BEEN THE SUBJECT OF A GOING CONCERN OPINION FROM OUR INDEPENDENT
AUDITORS, WHICH MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS UNLESS WE
OBTAIN ADDITIONAL FUNDING

         Our independent  auditors have added an explanatory  paragraph to their
audit opinions, issued in connection with our financial statements, which states
our ability to continue as a going concern is uncertain.

Electric Vehicles

WE ARE SUBJECT TO ALL OF THE RISKS OF A NEW BUSINESS

         Because we have only recently commenced business operations,  we face a
potentially higher risk of business failure.  We have not earned any significant
revenues as of the date of this report.  Potential  investors should be aware of
the  difficulties  normally  encountered  by new  companies and the high rate of
failure of such  enterprises.  The  likelihood  of success must be considered in
light  of  the  problems,  expenses,  difficulties,   complications  and  delays
encountered  in connection  with the  commercialization  of our products.  These
potential  problems  include,  but are not  limited to,  unanticipated  problems
relating to product  development,  arranging and negotiating  with joint venture
partners,  and additional costs and expenses that may exceed current  estimates.
We have no history upon which to base any assumption as to the  likelihood  that
our business will prove successful,  and investors should be aware that there is
a  substantial  risk that we may not  generate  any  operating  revenues or ever
achieve profitable operations. If we are unsuccessful in addressing these risks,
our business will most likely fail.

         Because we have only recently commenced business operations,  we expect
to incur operating losses for the foreseeable future

                                      -3-
<page>

OUR MANAGEMENT HAS LIMITED EXPERIENCE IN PRODUCTS UTILIZING ELECTRIC BATTERY
POWER AND WITH NEGOTIATING COMMERCIAL ARRANGEMENTS FOR SUCH PRODUCTS

         Our management has limited experience in negotiating licenses
and joint ventures to commercialize the types of products we are developing.  As
a result of this inexperience, there is a high risk we may be unable to complete
our business plan and negotiate  profitable  licenses or joint  ventures for our
lithium ion battery powered products. Because of the intense competition for our
planned  products,  there is  substantial  risk  that we will  not  successfully
commercialize these products.

OUR PRODUCTS WILL BE HIGHLY REGULATED

         Our developmental  products,  are highly  regulated.  There are special
safety  standards in effect for vehicles  with a top speed of up to 25 miles per
hour. If we market vehicles that will compete with passenger cars, such vehicles
would be subject to the full federal  safety  standards.  Otherwise,  regulatory
review and compliance may consume  significant  time and resources and adversely
affect  the  timing  of  our  bringing  products  to  market,  as  well  as  the
profitability of such products once regulatory approvals are obtained.


OUR ELECTRIC POWERED VEHICLE BUSINESS IS SUBJECT TO SUBSTANTIAL RISKS

         The electric  battery  powered product market is competitive and risky.
We are competing against numerous  competitors with greater financial  resources
than us, and due to the  difficulties  of entry into  these  markets,  we may be
unsuccessful and not be able to complete our business plan.

WE INTEND TO RELY ON LITHIUM ION BATTERIES WHICH, IF NOT PROPERLY  MANAGED,  MAY
POSE A FIRE HAZARD.

         Another  manufacturer  of electric  motor  vehicles has  received  five
reports of the  batteries  overheating,  three of which caught  fire,  though no
injuries have been reported.  We will have to develop battery management systems
that  eliminate  the risk of fire from use of lithium ion  batteries  as a power
source. If we are not able to develop such systems our business will not develop
as planned.  If our battery management systems fail, we could be liable to those
who are harmed as a result of such failure.

Telecommunications

WE MAY NOT SUCCESSFULLY ENHANCE EXISTING OR DEVELOP NEW PRODUCTS AND SERVICES IN
A  COST-EFFECTIVE  MANNER TO MEET CUSTOMER DEMAND IN THE RAPIDLY EVOLVING MARKET
FOR INTERNET COMMUNICATIONS SERVICES.

         The  market   for   Internet   and   telecommunications   services   is
characterized  by rapidly  changing  technology,  evolving  industry  standards,
changes in customer needs and frequent new service and product introductions. We
are currently focused on developing and evaluating technologies and applications
associated with VoIP services.  Our future success will depend,  in part, on our
ability to use  leading  technologies  effectively,  to  continue to develop our
technical  expertise,  to enhance  our  existing  services  and to  develop  new
services that meet changing customer needs on a timely and cost-effective basis.
We may not be able to adapt  quickly  enough to  changing  technology,  customer
requirements  and  industry  standards.  If we  fail  to  use  new  technologies
effectively,  to develop our technical  expertise and new services or to enhance
existing services on a timely basis,  either internally or through  arrangements
with third parties,  our product and service offerings may fail to meet customer
needs which would adversely affect our revenues.

                                      -4-
<page>

OUR  TELECOMMUNICATIONS  SERVICE  OFFERINGS  MAY  FAIL  TO BE  COMPETITIVE  WITH
EXISTING AND NEW COMPETITORS.

We operate in the Internet  services  market,  which is  extremely  competitive.
Current and  prospective  competitors  include  many large  companies  that have
substantially greater market presence, financial, technical, marketing and other
resources  than  we  have.   Competition  is  likely  to  continue   increasing,
particularly  as large  diversified  telecommunications  companies  continue  to
provide VoIP services.  Because we operate in a highly competitive  environment,
the number of subscribers we are able to add may decline,  the cost of acquiring
new customers through our own sales and marketing  efforts may increase,  and/or
the number of  customers  who  discontinue  the use of our  service  (churn) may
increase.

SERVICE INTERRUPTIONS OR IMPEDIMENTS COULD HARM OUR BUSINESS.

         The networks of our  third-party  providers are  vulnerable to damaging
software programs, such as computer viruses and worms. Certain of these programs
have disabled the ability of computers to access the Internet,  requiring  users
to obtain  technical  support  in order to gain  access to the  Internet.  Other
programs  have had the  potential  to damage or delete  computer  programs.  The
development and widespread  dissemination  of harmful programs has the potential
to  seriously  disrupt  Internet  usage.  If  Internet  usage  is  significantly
disrupted for an extended period of time, or if the prevalence of these programs
results  in  decreased   residential  Internet  usage,  our  business  could  be
materially and adversely impacted.

OUR BUSINESS COULD BE HARMED BY SECURITY BREACHES.

         We depend on the security of our third-party telecommunications service
providers.  Unauthorized or  inappropriate  access to, or use of, these networks
could  potentially  jeopardize the security of  confidential  information of our
customers  and of third  parties.  Users or third  parties may assert  claims of
liability  against  us as a  result  of  any  failure  by us  to  prevent  these
activities.  Although we use security  measures,  there can be no assurance that
the measures we take will be  successfully  implemented  or will be effective in
preventing these activities.  Further,  the security measures of our third-party
network  providers may be inadequate.  These  activities may subject us to legal
claims, may adversely impact our reputation,  and may interfere with our ability
to provide our services,  all of which could have a material  adverse  effect on
our business, financial position and results of operations.

NATURAL DISASTER OR OTHER CATASTROPHIC EVENT.

Our operations and services depend on the extent to which our computer equipment
and the computer  equipment of our third-party  network  providers are protected
against damage from fire,  flood,  earthquakes,  power loss,  telecommunications
failures,  break-ins, acts of war or terrorism and similar events. Interruptions
in our services  could have a material  adverse effect on our ability to provide
VoIP  services  to our  customers  and,  in  turn,  on our  business,  financial
condition and results of operations.

NETWORK INFRASTRUCTURE.

We may  experience  increases  in our  telecommunications  usage that exceed our
available  telecommunications  capacity.  As a  result,  users  may be unable to
register or log on to use our services,  may  experience a general  slow-down in
their  Internet   connection  or  may  be  disconnected   from  their  sessions.
Inaccessibility,  interruptions or other limitations on the ability of customers
to access our  services  due to  excessive  user  demand,  or any failure of our
network to handle  user  traffic,  could have a material  adverse  effect on our
reputation.

                                      -5-
<page>

GOVERNMENT REGULATIONS COULD FORCE US TO CHANGE OUR BUSINESS PRACTICES.

         Changes in the  regulatory  environment  regarding  the Internet  could
cause our revenues to decrease and/or our costs to increase.  The FCC,  however,
is examining voice services (such as VoIP). As a result, we could become subject
to FCC and state  regulation.  The tax treatment of activities on or relating to
the Internet is currently unsettled. A number of proposals have been made at the
federal,  state and local  levels and by foreign  governments  that could impose
taxes on the online sale of goods and  services and other  Internet  activities.
Future  federal  and state laws  imposing  taxes on the  provision  of goods and
services over the Internet could make it substantially more expensive to operate
our business.

General
--------

         We are a development  stage technology  company.  We are developing and
plan to market electric powered vehicles and products.  Through a majority-owned
subsidiary, we provide highly reliable and advanced  telecommunications services
via VoIP system that utilizes the Internet.

         Our   telecommunications   operations   are  held  in  Zingo  Inc.,   a
publicly-traded company, in which we hold an approximate 69% equity interest.

Our Electric Battery Pack and Vehicle Technology
------------------------------------------------

         After the  termination of all licensing  relationships  with RV Systems
and Lithium House, we began  developing  portable  battery power pack technology
and effecting vehicle  conversions from  conventional  power systems to electric
power systems in our own facility which we have purchased in Mooresville,  North
Carolina.  We plan,  once  development is completed,  to market our own brand of
portable  battery power pack systems.  We also plan to complete  conversions  of
four-,  three- and  two-wheel  vehicles,  and to further  develop the  resulting
prototypes for limited commercial production, beginning in 2006-2007.

         In our Mooresville,  North Carolina,  facility we are in the process of
Converting and nearing final testing on Chrysler PT Cruisers, Mini Coopers,
a Chrysler Crossfire and Mercedes' Smart cars. We replace gasoline power systems
with all electric  power  systems,  some including  installed  solar cells,  and
battery management  systems.  We are also converting some large and small ATV's,
electric  bicycles  and  electric  scooters.  We have 85  electric  scooters  in
inventory  that  are  partially   converted.   We  have  begun   conversions  on
three-wheeled  vehicles,  such as  small  ATV's  and  vehicles  for  handicapped
persons.

          Our  Mooresville  facility  consists  of about  40,000  square feet of
space. Some equipment at the facility  includes a metal   working  lathe,  metal
welders, work    tables,  grinders,  a   metal  cutting   machine,  several  car
lifts,  power supplies and chargers. We are also setting up a battery lab.

The Battery Packs We Would Use

         The electric  vehicles'  battery pack performs the same function as the
gas tank in a conventional  vehicle:  it stores the energy needed to operate the
vehicle.

                                      -6-
<page>

      We are working with Kokam  (South  Korea),  other  battery  suppliers  and
several  independent  engineers to develop the best battery management  systems.
Our system  interconnects small battery cells with each other optimizing battery
cell  balancing  in terms of voltage  output.  In  addition,  our CAM bus system
allows monitoring of multiple  interconnected  batteries without separate wiring
for each battery  cell.  Our battery  packs can be produced in a wide variety of
sizes,   capacities  and  voltages  as  required  by  the   particular   product
application.

        We use individual lithium polymer cells that have 4.2 volts DC and 100AH
each and are  connected  in such a manner (in parallel and series) to provide up
to 336 volts DC and 30 KW (thus a battery pack can contain up to 160  individual
cells) depending on the performance required.  The battery pack may contain many
"packs"  of the cells  each in a ABS  protection  shell for  protection  against
abrasion  and  moisture  and will have a  separate  thermal  cut off  circuit to
prevent over heating and control  circuits that will monitor the voltage  during
discharge  and  charging  to  ensure  that the pack  does not go below a minimum
voltage or above a maximum.

Electric Motors

         We are using a variety of electric motors in our prototypes. We are not
reliant on any single manufacturer of electric motors.  There are a large number
of domestic and foreign  manufacturers of electric motors,  and we anticipate no
difficulties   in  obtaining   adequate   quantities  of  the  motors  with  the
specifications we require at reasonable commercial prices from a number of these
sources.

         We believe that an important  characteristic  of our  technology is the
lithium  battery  power source we intend to use is more  efficient  and powerful
than other battery power sources.  Vehicles  utilizing this  technology have the
ability to travel far  greater  distances,  can  recharge  in less time and also
benefit from weight  reduction,  as compared with  vehicles  using other battery
powered  systems.  One of the major  historic  hurdles facing  electric  vehicle
manufacturers  is that most power  sources would not allow the vehicle to travel
over 100 miles before  needing to be  recharged.  We believe that we can produce
electric powered vehicles with a travel range greater than 200 miles.

         A significant difference between electric vehicles and gasoline-powered
vehicles is the number of moving parts.  The electric vehicle motor has one
moving  part,  the  shaft,  which is very  reliable  and  requires  little or no
maintenance, reducing repair costs. Whereas the gasoline-powered vehicle's motor
has numerous moving parts, requiring a wide range of maintenance. The controller
and charger are electronic devices with no moving parts, and they require little
or no maintenance.  Electric vehicle  batteries are sealed and maintenance free,
However,  the life of these  batteries is limited,  and  batteries  will require
periodic  replacement.  New  batteries  are being  developed  that will not only
extend  the range of  electric  vehicles,  but will also  extend the life of the
battery pack which may eliminate the need to replace the battery pack during the
life of the vehicle.

Products Under Development
--------------------------

        We have products under development in the following categories.

        We  have  purchased  and  begun  conversion  of a golf  cart,  a type of
neighborhood electric vehicle (NEV). A NEV is a 4-wheeled vehicle, larger than a
go cart but smaller than most light-duty  passenger vehicles.  NEV's are usually

                                      -7-
<page>

configured to carry two or four  passengers with a pickup bed. NEV's are defined
by the United States National Highway Traffic Safety  Administration  as subject
to Federal Motor Vehicle Safety  Standard  (FMVSS} No. 500. Per FMVSS 500, NEV's
have top speeds  between 20 and 25 miles per hour and are  defined as "Low Speed
Vehicles". FMVSS 500 requires that NEV's be equipped with headlamps, stop lamps,
turn signal lamps,  tail lamps,  reflex  reflectors,  parking brakes,  rear view
mirrors,  windshields,  seat belts, and vehicle identification numbers. About 35
states have passed legislation or regulations  allowing NEV's to be licensed and
driven on roads that are  generally  posted at 35 miles per hour or less.  While
NEV's were initially used in gated communities, they have been increasingly used
by  the  general  public  for  school   transportation,   shopping  and  general
neighborhood  trips.  In  addition,  they are used at military  bases,  national
parks, commercial airports and for local government activities.

R Car

         Ron Cerven,  previously  of California  Cinema  Vehicles is currently a
full time  consultant  for  Hybrid.  The  Chrysler  Crossfire - R-Car - is being
re-done to use our new technology and battery management systems. This car would
carry four  passengers and reach speeds of up to 90 miles per hour, with a range
of approximately  200 miles. The R Car is subject to Federal approvals in effect
for passenger cars, including safety standards.

ATV's and Lawn and Garden Equipment

       We are currently  converting  ATV's,  including four small  two-passenger
ATV's  and a  four-wheel  drive,  two-passenger  ATV with a truck  bed.  We also
developed  what we view as a next  generation  ATV with  four-wheel  independent
suspension produced by a major ATV manufacturer. This is planned to be the first
"stealth"  (or totally  quiet)  ATV.  This ATV was  displayed  at the Globe 2004
exposition in Vancouver,  B.C.,  Canada.  We are not actively in  development of
lawn and garden equipment at this time. We plan to approach major  manufacturers
of these products with regard to joint product development.

Current Joint Venture Activities or Negotiations in Progress
------------------------------------------------------------

U.S. Navy

         On February 5, 2004 we announced the initiation of a lithium-ion
conversion  project with the United  States Navy. We have funded the initial 3kw
prototype for this project,  and the prototype has been  completed and delivered
to the Navy.


New York City Taxi Commission

The NYC Taxi Commission has agreed to test a PT Cruiser which has been
converted, painted yellow and is in the final testing stage.

Paratransit

         Paratransit,  Sacramento,  California,  a company  providing  community
transportation  services,  have ordered two PT Cruisers.  One has been converted
and is  being  tested.  It is  expected  to be  delivered  in the  fall of 2006.
Paratransit has paid 50% of the agreed price for the two vehicles.

                                      -8-
<page>

NASA

         We have signed a Space Act agreement with NASA and several vehicles are
being tested by NASA at the Kennedy Space Center in Florida.

China

         We are converting two wheel bicycles using Geely Corporation frames and
will discuss manufacturing these bicycles with Geely Corporation.


Solar House

         Our  Lithium  Solar  House  project  located  in Van  Nuys,  California
provides  a test  bed for an  alternative  source  of  power  to the home -- not
connected to the power grid.

         We are also constructing a "green" home in Calgary Alberta.


California Highway Patrol

         Hybrid  Technologies  funded a  lithium-powered  bike to honor officers
killed  in the line of duty.  This  bike,  produced  by Big Bear  Choppers,  was
displayed  throughout  California  during  the  first  week of May 2005 at media
events honoring slain troopers, and will be kept in the CHP museum.


Our Telecommunications Operations
---------------------------------

         Through our subsidiary,  Zingo, Inc., of which we own approximately 69%
of the  outstanding  common  stock,  we  offer  telecommunications  services  to
business and  residential  customers  utilizing VoIP  technology.  The strategic
initial objective of our telecommunications  operations is to develop a superior
multilevel    platform    that   provides    highly    reliable   and   advanced
telecommunications  services.  We plan to focus our efforts in many parts of the
globe where the area is equipped with  broadband  access for Internet  services.
The VoIP  system is  developed  to work via the  Internet  thus  allowing  those
destinations to have access to a highly advanced telephone system. The immediate
focus is Canada, Central, Latin America, Europe and developed countries in Asia.

         We have approximately 5,000 customers.  We are marketing our operations
both on the Internet  and by print  advertising,  reaching out to  international
markets.  Our success  will depend on our ability to  anticipate  and respond to
various factors affecting the industry,  including new technologies,  changes in
customer   preferences,   regulatory  changes,   demographic  trends,   economic
conditions, and pricing strategies of competitors.

Our VoIP Technology

         VoIP  uses  a  standard  Internet  connection  to  place  phone  calls,
bypassing the telephone company network  entirely.  Major carriers like AT&T are
already  setting  up VoIP  calling  plans in several  markets  around the United
States, and the FCC is looking seriously at the potential  ramifications of VoIP
service.

         In contrast to circuit  switching  that has  been   used   by telephone
networks for more than 100 years, data networks simply send and retrieve data as
needed. And, instead of routing the data over a dedicated line, the data packets
flow through a network along  thousands of possible paths. This is called packet
switching,

                                      -9-
<page>

where the sending  computer  chops data into small  packets,  with an address on
each one telling the network devices where to send them, then sending the packet
to a nearby  router,  which forwards the packet to another router that is closer
to the recipient  computer,  and so on. When the receiving computer finally gets
the packets (which may have all taken completely  different paths to get there),
it uses  instructions  contained  within the packets to reassemble the data into
its original state.  Packet switching  allows several  telephone calls to occupy
the amount of space occupied by only one in a circuit-switched network.

         Reliability or  compatibility  issues with VoIP include:  dependency on
wall electric  power;  home systems that may be  integrated  into the phone line
such as Digital  video  recorders,  digital  subscription  TV services  and home
security  systems  using a standard  phone  line to  operate  do not  operate or
integrate  with VoIP.  For  emergency  911 calls there is no way to  associate a
geographic  location with an IP address unless it has been  registered.  Because
VoIP uses an Internet connection, it is susceptible to all the problems normally
associated with home broadband services. These factors will affect call quality:
latency, jitter, packet loss. Phone conversations can become distorted,  garbled
or lost because of transmission  errors.  VoIP is susceptible to worms,  viruses
and hacking.  Some experts predict that within a short period of time that "spam
over Internet technology" will be used to produce a large numbers of bogus calls
and  messages,  and that phone  connections  could be used to steal  identities,
alter  messages  or  crash  computers.  All  phone  calls  are  subject  to  the
limitations of normal computer issues.

         We sell an analog  telephone  adaptor  (ATA)  that  allows  the user to
connect a standard  phone to his Internet  connection for use with VoIP. The ATA
is an analog-to-digital converter. It takes the analog signal from a traditional
phone and converts it into digital data for transmission over the Internet.

         We also sell IP Phones.  These specialized phones look just like normal
phones with a handset,  cradle and  buttons  but instead of having the  standard
phone  connectors,  IP phones  have an  ethernet  connector.  IP phones  connect
directly to a router and have all the hardware and software  necessary to handle
the IP call.  When a call is placed  using  VoIP,  a request is sent to the soft
switch asking which endpoint is associated with the dialed phone number and what
that endpoint's current IP address is. Once the IP address is found, an exchange
of data  between  the two  endpoints  can take  place.  We use the SIP  (Session
Initiation)  protocol,  developed  specifically for VoIP applications,  for this
communication.

         We offer monthly rate plans structured like cell phone plans for $14.95
per  month for home use.  On the  business  end,  we offer  unlimited  plans for
$49.95. Our VoIP plans include:

Caller ID
Call waiting
Call transfer
Repeat dial
Return call
Three-way calling

         There  are  also  advanced  call-filtering  options  available.   These
features  use caller ID  information  to allow the user make a choice  about how
calls from a particular number are handled.  The user can: forward the call to a
particular  number;  send the call directly to  voicemail;  or give the caller a
busy signal.

         With our VoIP service, the user can specify a stutter dial tone and can
also  check  voicemail  via the Web or have .WAV file  messages  attached  to an
e-mail sent to his computer or handheld.

                                      -10-
<page>

Regulatory Matters

         Internet-related  regulatory  policies are  continuing to develop.  For
example, the FCC could subject certain services offered by ISPs to regulation as
telecommunications  services.  Among  other  things,  the FCC  could  decide  to
regulate  voice  services   provided  over  the  Internet,   such  as  VoIP,  as
"telecommunications"  or a  "telecommunications  service"  even though  Internet
access itself might not be regulated.  Such a decision could result in our being
subject  to  universal  service  fees,  access  fees and other  fees  imposed on
regulated telecommunications providers as well as heightened costs of regulatory
compliance.  We could be adversely  affected by any regulatory change that would
result  in  the  imposition  of  access  charges  on  ISPs  because  this  would
substantially  increase the cost of using the  Internet.  State  public  utility
commissions   generally  have  declined  to  regulate  enhanced  or  information
services.   However,   some  state  commissions  continue  to  review  potential
regulation of these  services.  There can be no assurance that state  regulatory
authorities   will  not  seek  to  regulate   aspects  of  these  activities  as
telecommunications services.

         In June 2006, the FCC ruled that internet phone service  companies must
begin paying a  percentage  of their  revenue to a federal  program to subsidize
telephone service for rural and low-income customers.

Internet Taxation

         The Internet Tax  Non-Discrimination  Act, which was passed by Congress
in  November  2004 and signed into law in December  2004,  renewed and  extended
until  November  2007 a  moratorium  on taxes on Internet  access and  multiple,
discriminatory  taxes on electronic  commerce.  This  moratorium  had previously
expired in November  2003.  As with the  preceding  Internet  Tax  Freedom  Act,
"grandfathered"  states  which taxed  Internet  access prior to October 1998 may
continue to do so. Certain states have enacted  various taxes on Internet access
and/or electronic commerce,  and selected states' taxes are being contested on a
variety of bases. However, state tax laws may not be successfully contested, and
future state and federal laws imposing  taxes or other  regulations  on Internet
access and electronic  commerce may arise,  any of which could increase the cost
of  providing  Internet  services  and could  materially  adversely  affect  our
business.

Competition
-----------

         The discussion  below  identifies some of our principal  competitors in
the electric vehicle and bicycle areas.

      Daimler  Chrysler  AG's Global  Electric  Motorcars LLC sells GEM electric
vehicles with varying passenger capacities.

         Miles Automotive Group Ltd., Malibu, California, has commenced sales of
its two-passenger  model  manufactured in China with a top speed of 25 miles per
hour, and a range of up to 40 miles between charges.

Tesla Motors has begun taking orders on a battery-powered electric sports car,
with a projected top speed of 135 miles per hour.

         Wrightspeed  Inc.,  San Dimas,  California,  is  developing an electric
sports car with a target  top speed of 135 miles per hour and a  targeted  range
between charges of 250 miles.

                                      -11-
<page>

         Dynasty Electric Cars,  Delta, BC, Canada,  offers an  electric-powered
sedan in various configurations, with a maximum speed of 24 miles per hour and a
range of approximately 30 miles.

         The  Reva  Electric  Car  Company,  based  in  Bangalore,   India,  was
incorporated  in 1995 as a joint venture between the Bangalore based Maini Group
and AEVT Inc of Irvindale, California, to manufacture electric vehicles for city
mobility. This company produces a two-door sedan seating two adults in the front
and two  children  at the  back.  Today the  company  has more than 1000 cars on
Indian  roads and about 600 cars in global  markets.  This  company  has the EEC
(European Economic  Community)  Certification and is currently being exported to
UK and Malta and are being test marketed in other countries.

         ZAP World,  headquartered  in Santa  Rosa,  California,  is a principal
competitor in fuel cells, production electric cars that can go over 25 miles per
hour, electric bicycles, three-wheeled electric scooters, seascooters,  off-road
vehicles and other electric  products.  ZAP's Xebra, a three-four  door car, can
travel up to 40 miles per hour with a range of 40 miles between charges.

         Powabyke, headquartered in Bath, United Kingdom, offers a wide range of
electric bikes and scooters and is moving to offer lithium power,  in the UK and
worldwide.

            EV Global,  North Hills,  California,  is also a  competitor  in the
electric bicycle arena.

         Our telecommunications  services also face substantial competition from
other  companies which provide VoIP services,  most of which have  significantly
greater financial  resources than we do. VoIP services are available from a wide
range of companies including cable companies,  long-distance companies, national
VoIP providers and regional service providers.

Employees
---------

         As of the date of this report, we have several employees, our President
and CEO, Holly Roseberry, and her assistants at the corporate office, as well as
the conversion crew in Mooresville.  We have agreements with several consultants
also, both on the engineering side and in Marketing/Media.

Research and Development Expenditures
-------------------------------------

We incurred research and development expenditures of $1,983,947 in our fiscal
year ended July 31, 2006, of $374,843 in the six months ended July 31, 2005, and
of approximately $741,876 in our fiscal year ended July 31, 2005.

Patents and Trademarks
----------------------

         The Company does not own, either legally or  beneficially,  any patents
or trademarks.

                                      -12-
<page>

ITEM 2.     DESCRIPTION OF PROPERTY.

Our mailing address is 5001 East Bonanza Road, Suite 138-145, Las Vegas, Nevada,
89110,  for which we pay $10 per month,  on a month to month basis.  We also own
property at 7126 Sophia Ave, Van Nuys CA.

We are  building a home in Calgary  Alberta,  Canada  that will  showcase  green
technology.

We purchased, in May, 2006, a 40,000 square foot facility at 158 Rolling Hill in
Mooresville, North Carolina.

ITEM 3.     LEGAL PROCEEDINGS.

     Other than as described below, we are not a party to any material legal
proceedings  and to  our  knowledge,  no  such  proceedings  are  threatened  or
contemplated.  At  this  time we have no  bankruptcy,  receivership  or  similar
proceedings pending.

Securities and Exchange Commission Inquiry

         On July 30, 2004, we received a request for voluntary production of
documents  and  information  pursuant to a Securities  and  Exchange  Commission
informal  inquiry.  The documents  requested  include those related to our stock
issuances, major corporate transactions, including the Azra shopping center, the
Queens mineral property and the licensing agreements with RV Systems, agreements
with  consultants  and related  parties,  as well as those relating to potential
joint venture partners and customers. We fully cooperated with the Commission in
response to its request for information.

         On February  10,  2006,  we  received  another  request  for  voluntary
production of documents and  information  pursuant to a Securities  and Exchange
Commission  ("SEC")  informal  inquiry,  and on April 24,  2006,  we  received a
subpoena  from the SEC  issued  in an  investigation  initiated  by the SEC with
respect  to the  matters  covered  by the  inquiry  and a broad  range  of other
matters.  Our President  voluntarily  testified and all requested documents were
submitted.

Litigation against Lithium House, RV Systems, Chaz Haba and Related Parties

         On July 2, 2005, we notified RV Systems that it was in material default
under the License  Agreement.  Filing suit  October 25, 2005 against RV Systems,
and related parties,  in the California  Superior Court, we sought rescission of
the License Agreement,  recovery of amounts paid to RV Systems,  Inc., immediate
possession  of certain  prototype  vehicles and  inventory,  including the solar
house.  In  settlement  of the  lawsuit  and to  mutually  release  the  parties
involved,  on June 23,  2006,  the  parties  agreed to settle all matters and to
terminate the licensing agreement.  We have recovered our prototype vehicles and
are incurring no additional  expense by reason of this litigation or the license
agreement.

Depository Trust Company Suit

         On  November  23,  2004,  the Company  filed a Complaint  in the Eighth
Judicial District Court, County of Clark, State of Nevada, sitting in Las Vegas,
Nevada, styled "Whistler  Investments,  Inc., et al. v. The Depository Trust and
Clearing  Corporation,  et al.",  Case No. A495703.  The defendants  include The
Depository Trust Company and the National Securities Clearing  Corporation.  The
action  alleges  22  state  law  claims,  including  intentional  and  negligent
misrepresentation,  fraud, racketeering,  negligence,  conversion,  interference
with contractual relations and prospective economic advantages and conspiracy. A
motion to  dismiss  has been filed by  defendants.  Our case is on appeal at the
Ninth  Circuit.  Our  Opening  Brief  has been  filed  and we are  awaiting  the
Answering Brief from the DTC.

                                      -13-
<page>

Stones Choppers
On October 12, 2005,  the Company  filed a Complaint  in the Los Angeles  County
Superior  Court against Tony Stone,  individually  and doing business as Stone's
Choppers.  The action seeks  rescission of an agreement  between The Company and
defendants for the design/build of a prototype motorcycle. The Company seeks the
return of its $25,000 deposit payment and punitive damages for fraud. Defendants
have filed a cross-complaint against us for breach of contract and breach of the
covenant of good faith and fair dealing  seeking  general  damages "in excess of
$10,000" as well as unknown  special and  punitive  damages.  We have denied all
claims  by Stone  and have  asked the Court to  dismiss  such  claims.  Trial is
scheduled for February 26, 2006.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  The Company held an Annual Meeting of Stockholders on May 29, 2006, in
     Calgary, Alberta, Canada.

(b)  The following persons were elected directors of the Company at the Annual
     Meeting, to serve and hold office until the next annual meeting of
     stockholders and until their successors are elected and qualify: Holly A.
     Roseberry, Mehboob Charania, Brian Newman, Gregory Navone, and Shaffiq
     Kotadia.

(c)  At the Annual Meeting, a total of 22,156,767 shares were present in person
     or by proxy out of 24,650,563 shares outstanding. The following is the
     result of stockholder voting on the proposals before the meeting:

Proposal          Votes in Favor    Votes Against   Abstentions/ Broker Nonvotes

Election of
Holly Roseberry
as a Director       21,488,233          1,426                  18,850

Election of
Mehboob Charania
as a Director       21,488,233          7,233                  18,850

Election of
Brian Newman
as a Director       21,488,233          4,262                  18,850

Election of
Gregory Navone
as a Director       21,488,233          4,481                  18,850

Election of
Shaffiq Kotadia
as a Director       21,488,233          5,513                  18,850

Increase of authorized
Common Stock to
50,000,000 shares   21,398,557         76,043                 149,333


                                      -14-
<page>


ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our shares of common stock trade and have traded on the NASD OTC Bulletin  Board
since March 4, 2002. The OTC Bulletin Board is a network of security dealers who
buy and sell stock.  A computer  network that  provides  information  on current
"bids" and "asks",  as well as volume  information,  connects the  dealers.  The
following table sets forth for our last two fiscal years by quarter the high and
low closing prices of our common shares traded on the OTC Bulletin Board:

Period                                        High               Low
------                                        ----               ---

August 1, 2004 to October 31, 2004             $9.85             $5.15
November 1, 2004 to November 18, 2004          $11.55            $9.21
November 19, 2004 to January 31, 2004(1)       $13.45            $8.18
February 1, 2005 to February 28, 2005          $9.55             $8.64
March 1, 2005 to March 8, 2005(2)              $9.00             $6.50
March 9, 2005 to April 30, 2005(3)             $7.66             $3.85
May 1, 2005 to June 14, 2005                   $7.81             $5.24
June 15, 2005 to July 31, 2005(4)              $8.50             $7.10
August 1, 2005 to August 30, 2005              $9.00             $7.50
August 31, 2005 to October 31, 2005(5)         $8.70             $4.00
November 1, 2005 to November 29, 2005          $8.94             $4.85
November 30, 2005 to January 31, 2006(6)       $7.60             $4.75
February 1, 2006 to February 27, 2006          $14.35            $7.62
February 28, 2006 to March 31, 2006(7)         $14.05            $7.96
March 31, 2006 to April 30, 2006(8)            $11.40            $8.60
May 1, 2006 to May 30, 2006                    $11.20            $8.60
May 31, 2006 to July 31, 2006(9)               $9.43             $4.60

-------------
(1)  Following  three-for-one  forward  split  effective  November  19, 2004
(2) Following  the one-for-ten  stock  dividend  effective  February  28,  2005
(3) Following the  one-for-ten  reverse split  effective March 9, 2005
(4) Following the  one-for-twenty  stock  dividend  effective  June 15, 2005
(5) Following the one-for-twenty  stock  dividend  effective  August 31,  2005
(6)  Following  the one-for-twenty  stock  dividend  effective November 30, 2005
(7)  Following the one-for-ten  stock  dividend  effective  February  28,  2006
(8)  Following  the one-for-twenty  stock  dividend  effective  March  31,  2006
(9)  Following  the one-for-twenty stock dividend effective May 31, 2006



The above  quotations are taken from information  provided by Canada  Stockwatch
and reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not represent actual transactions.

Holders of Common Stock

As of July 31, 2006, we had 90 holders of record of our common stock.

Dividends

Our current  policy is to retain any earnings in order to finance the  expansion
of our operations.  Our board of directors will determine future declaration and
payment of dividends, if any, in light of the then-current conditions they deem
relevant and in accordance with the Nevada Revised Statutes. At the stockholders
meeting  held on March 7, 2005,  quarterly  stock  dividends  at the rate of 20%
annually or 5% per quarter were approved.

                                      -15-
<page>


Recent Sales of Unregistered Securities

<table>
<caption>

Date        Title and Amount            Purchasers       Principal     Total Offering Price/
                                                         Underwriter   Underwriting Discounts
--------    ----------------------      ----------       ----------    -----------------------

         <c>                         <c>              <c>           <c>

8/12/03    1,125,000 shares of Common    International       NA                  NA
           Stock issued in escrow in     Business
           connection with proposed      Consultants GMBH
           financing transaction
           (shares were subsequently
           returned to the Company's
           treasury)
--------   ----------------------------   ----------       ----------    -----------------------

12/09/03   1,250 shares of Common Stock*  Consultant         NA          $1.12 per share/NA
                                          (Christopher
                                           Gilcher)
--------   ----------------------------   ----------       ----------    -----------------------

12/09/03   1,250 shares of Common Stock*  Consultant         NA           $1.12 per share/NA
                                          (Seth Farber)
--------   -----------------------------   ----------       ----------    ----------------------

1/14/04    2,500 shares of Common Stock** Consultant         NA           $2.17 per share/NA
                                          (Pilot Capital)
--------   -----------------------------  ----------       ----------    -----------------------


3/16/04   141,177 shares of Common Stock  Private            NA          $____ per share/NA
                                          Investor***
--------  ------------------------------  ----------       ----------    -----------------------

2/10/05  9,000,000 shares of Common Stock Sterling           NA           $2.17 per share/NA
          issued to a Trustee to secure   Capital, Inc.
          the Company's obligations to
          Sterling Capital, Inc. under
          Loan Agreement dated February
          20, 2004
-------- ------------------------------   ----------       ----------    -----------------------

7/12/04   4,000 shares of Common Stock      Private Investor***   NA           $5.00 per share/NA
------- -------------------------------- ---------------------  ------------    ------------------
</table>

*The  shares  issued on  December  12,  2003 and January 14, 2004 were issued to
individual  consultants  for  consulting  services  related to  research  on the
Company's  potential  business in the lithium power area and potential  alliance
partners.  The exchange  value of their  services for the shares issued for such
services was determined by reference to the market price of Hybrid  Technologies
common stock. The transactions are viewed as exempt from registration  under the
Securities Act of 1933, as amended, under section 4(2) thereof, as a transaction
not involving any public offering.

**The  exchange  value of the  shares  issued  to  Pilot  Capital  for  business
development  consulting  services was determined by  negotiations  between Pilot
Capital  and Hybrid  Technologies.  This  transaction  is viewed as exempt  from
registration  under the Securities  Act of 1933, as amended,  under section 4(2)
thereof, as a transaction not involving any public offering.

***Exempt under Rule 506 under the Securities Act.

                                      -16-
<page>


Securities Authorized for Issuance under Equity Compensation Plans

         The  following  table sets forth as of July 31, 2006  information  with
respect to our common stock issued and available to be issued under  outstanding
options, warrants and rights.

<table>
<caption>
------------         ------------------------- ---------------------------- ------------------------
                            (a)                          (b)                          (c)
Plan category       Number of securities to be   Weighted-average exercise    Number of securities
                    issued upon exercise of      price of outstanding         remaining available for
                    outstanding options,         options, warrants and        future issuance under
                    warrants and rights          rights                       equity compensation
                                                                              plans
                                                                              (excluding
                                                                              securities
                                                                              reflected in
                                                                              column (a))

                  <c>                        <c>                           <c>
------------------    ------------------------- ---------------------------- ------------------------
Equity compensation
Plans approved by
security holders
------------------    -------------------------- ---------------------------- -----------------------
Equity compensation
plans not approved                  14,500                   $6.40                   5,000,000
by security holders
------------------    -------------------------- ----------------------------- ----------------------
Total                               14,500                                           5,000,000
------------------    -------------------------- ----------------------------- ----------------------
</table>

2003, 2005 and 2006 Restricted Stock Plans

On July 17,  2003,  the  Board of  Directors  of the  Company  adopted  the 2003
Restricted Stock Plan (the "Plan"), pursuant to which 1,800,000 shares of common
stock  (split-  adjusted)  were  reserved for issuance to eligible  participants
under the Plan.  All shares have been issued under this plan,  the provisions of
which were similar to those of the 2005 Restricted Stock Plan described below.

On April 21,  2005,  the Board of  Directors  of the  Company  adopted  the 2005
Restricted Stock Plan (the "Plan"), pursuant to which 2,000,000 shares of common
stock were reserved for issuance to eligible  participants  under the Plan. Such
eligible  participants include any person who is an employee of or consultant or
advisor to Hybrid  Technologies  and who provides  bona fide services for Hybrid
Technologies, where the services are not in connection with the offer or sale of
securities  in a capital  raising  transaction  and where  the  services  do not
directly or  indirectly  promote or  maintain a market for Hybrid  Technologies'
common  stock.  In no case may an award be made  under the Plan where the common
stock granted in the award is not eligible for registration pursuant to Form S-8
(or  any  successor  form  promulgated  for the  same  general  purposes  by the
Securities  and  Exchange  Commission)  under  the  Securities  Act of 1933,  as
amended.  All shares have been issued  under this plan,  with the  exception  of
14,500 shares subject to outstanding options.

The 2006  Restricted  Stock Plan has been  adopted  by the board with  5,000,000
shares reserved.  No options have been granted to date. The Plan is administered
by the Board of Directors of the Company.  Subject to the express limitations of
the Plan,  the Board has  authority in its  discretion to determine the eligible
persons to whom, and the time or times at which,  restricted stock awards may be
granted,  the number of shares subject to each award, the time or times at which
an award will become vested, the performance  criteria,  business or performance
goals or other  conditions  of an award,  and all other terms of the award.  The
Board  also has  discretionary  authority  to  interpret  the Plan,  to make all
factual  determinations  under  the Plan,  and to make all other  determinations
necessary or advisable for Plan administration.  The Board may prescribe, amend,
and rescind rules and  regulations  relating to the Plan.  All  interpretations,
determinations, and actions by the Board are final, conclusive, and binding upon
all parties.

                                      -17-
<page>

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

This annual report  contains  forward-looking  statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in this section.

Results Of Operations for the Year Ended July 31, 2006

We incurred a net loss of $13,126,909 the   year   ended   July 31, 2006, and of
approximately $4,814,477 for the year ended  July 31, 2005, including $7,577,275
in stock based compensation in the   year   ended July 31, 2006, relating to our
grant of stock options to  consultants  during  the  year, and in the year ended
July 31, 2006, general  and  administrative costs  of $11,440,129, and  interest
expense of $102,082.

Our net loss for the year ended July 31, 2006 increased  substantially  from the
comparative  period  in  fiscal 2005 (from  approximately  $4,814,477 in 2005 to
$13,126,909 in 2006). This was primarily due to the  previously  mentioned stock
based compensation in 2006  recorded at $7,577,275; general  and  administrative
costs of $11,440,129 in fiscal  2006 (including  the previously  mentioned stock
based compensation), as compared with approximately $3,654,648  in 2005. We also
had reduced   interest  expense  in  the  twelve  months  ended July 31, 2006 of
$102,082, as compared with approximately   $468,900 in the  comparable period in
2005.

PLAN OF OPERATION

During the period since inception on April 12, 2000 to July 31, 2006, we have
incurred  operating losses aggregating  $34,305,268.  At July 31, 2006, we had a
working capital surplus of $233,581 and a stockholders' deficit of $34,792,011.

The  continuation  of the  Company  as a going  concern  is  dependent  upon the
continued  financial  support  from our  shareholders,  our  ability  to  obtain
necessary  equity  financing  to  continue  operations,  and the  attainment  of
profitable operations.  Our auditors have expressed substantial doubt concerning
our ability to continue as a going concern.

As of July 31, 2006, we had cash on hand of $519,181. Our liabilities at the
same date totaled $1,678,281. We do not have sufficient cash on hand to complete
commercialization of our planned products.

Electric Vehicles

We have terminated the License Agreement with RV Systems.

We are converting  vehicles in our own facility in Mooresville,  North Carolina.
We have a team of highly  qualified  Engineers who oversee  groups of electrical
and mechanical  staff. With the purchase of our new facility and the renovations
to the building we are able to work on many projects and vehicles  concurrently.
The 40,000 square foot facility has room for both  conversions  and storage with
the potential for future growth.

                                      -18-
<page>

Commercial Initiatives

On February 5, 2004 we announced the initiation of a lithium-ion
conversion  project with the United  States Navy. We have funded the initial 3kw
prototype for this project,  and the prototype has been  completed and delivered
to the Navy.  The New York City Taxi  Commission has agreed to test a PT Cruiser
which has been  converted,  painted  yellow and is in the final  testing  stage.
Paratransit,  a company providing community  transportation  services located in
Sacramento,  California,  has agreed to  purchase  two of our lithium PT Cruiser
vehicles.  We have signed a Space Act agreement  with NASA and several  vehicles
are being  tested by NASA at the Kennedy  Space  Center in Florida.  Our Lithium
Solar House project located in Van Nuys,  California  provides a test bed for an
alternative  source of power to the home -- not connected to the power grid. For
a discussion  of our  commercial  initiatives,  please  refer to "Current  Joint
Venture Negotiations in Progress" above under "Item 1. Description of Business".

Telecommunications Services

We offer  telecommunications  services to  business  and  residential  customers
utilizing   VoIP   technology.   The   strategic   initial   objective   of  our
telecommunications  operations is to develop a superior multilevel platform that
provides  highly  reliable  and  advanced   telecommunications   services.   Our
telecommunications operations are conducted through our subsidiary, Zingo, Inc.,
of which we own  approximately  69% of the outstanding  common stock. We plan to
focus  our  efforts  in many  parts of the  globe  where  the  area is  equipped
broadband access for Internet services. The VoIP system is developed to work via
the  Internet  thus  allowing  those  destinations  to have  access  to a highly
advanced  telephone  system.  The immediate  focus is Canada,  Central and Latin
America, Europe and developed countries in Asia.


5.2     Liquidity and Capital Resources

Since our incorporation, we have financed our operations almost exclusively
through the sale of our common shares to investors and borrowings.  We expect to
finance  operations  through the sale of equity in the foreseeable  future as we
receive  minimal  revenue  from our  current  business  operations.  There is no
guarantee that we will be successful in arranging financing on acceptable terms.

On February 24, 2004, we announced receipt of $1 million dollars of a $3 million
dollar  non-recourse  loan to be  collateralized by stock. On April 14, 2004, we
drew down an additional  $1,000,000 on this loan, and on April 22, 2004, we drew
down the final  $1,000,000 of the loan. The lender was Sterling  Capital,  Inc.,
and the loan was  collateralized  by 9,000,000 shares of restricted common stock
(split adjusted), which shares, together with shares issuable by reason of stock
splits and  dividends,  totaling  12,732,500  shares,  were   issued to Sterling
Capital at the maturity of the loan,  since the recourse of Sterling  Capital in
the event of nonpayment of the loan at maturity was solely to the shares held in
escrow as collateral.

         We have raised equity capital through issuances of common stock and
debt.  During the twelve  months  ended July 31, 2006,  we received  proceeds of
$9,436,000 from the exercise of  stock options. We  also received   net advances
from related parties of $83,529.

         At July 31, 2006,  we had $519,181  cash on hand.  Our ability to raise
additional capital is affected by trends and uncertainties beyond our control.

         Our   current   operating   funds   are   less   than   necessary   for
commercialization of our planned products,  and therefore we will need to obtain
additional  financing in order to complete our business plan. We anticipate that
up to $2,000,000 of additional working capital will be required over the next 12
months for market  introduction of these products through joint venture partners
or otherwise.  We do not have sufficient cash on hand to meet these  anticipated
obligations.

                                      -19-
<page>

         We do not currently have any  arrangements for financing and we may not
be able to find such financing if required. Obtaining additional financing would
be subject to a number of factors, including investor sentiment.  Market factors
may  make the  timing,  amount,  terms or  conditions  of  additional  financing
unavailable to us.

         Our auditors  are of the  opinion  that  our  continuation  as a going
concern is in doubt.  Our  continuation  as a going  concern is  dependent  upon
continued financial support from our shareholders and other related parties.

                                      -20-
<page>

ITEM 7. FINANCIAL STATEMENTS.




             Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of
Hybrid Technologies, Inc.

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Hybrid
Technologies,  Inc. (a development  stage company) as of July 31, 2006, July 31,
2005 and January 31, 2005 and the related consolidated statements of operations,
stockholders' equity and cash flows for the year ended July 31, 2006, the period
ended July 31, 2005 and the year ended  January 31, 2005 and from April 12, 2000
(Inception)   through  July  31,  2006.  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  audits  provide  a
reasonable basis for our opinion.

                  In our opinion, the consolidated financial statements referred
to above present  fairly in all material  respects,  the  financial  position of
Hybrid  Technologies,  Inc. as of July 31,  2006,  July 31, 2005 and January 31,
2005,  and the results of  consolidated  operations  and cash flows for the year
ended July 31, 2006,  the period ended July 31, 2005 and the year ended  January
31, 2005 and from April 12, 2000 (Inception) through July 31, 2006 in conformity
with U.S. generally accepted accounting principles.


The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the consolidated
financial statements,  the Company incurred a net loss of $33,278,605 from April
12, 2000 (Inception)  through July 31, 2006. This and other factors discussed in
Note 2 raise  substantial  doubt  about the  Company's  ability to continue as a
going  concern.  The  consolidated  financial  statements  do  not  include  any
adjustments  relating  to the  recoverability  and  classification  of  recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.


/s/ Mason Russell West, LLC
Littleton, CO
October 27, 2006

                                      -21-
<page>

HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

 Consolidated Balance Sheets

<table>
<caption>

                                                                                     July 31,             July 31,
  ASSETS                                                                               2006                 2005
------------------------------------------------------------------------------------------------------------------------

                                                                             <c>                  <c>
Current assets:

Cash                                                                            $         519,181    $        166,215
          Accounts receivable                                                              22,620               9,392
          Inventories                                                                     282,969              21,892
          Other current assets                                                             61,799              10,295
                                                                                -------------------- -------------------
                   Total current assets                                                   886,569             207,794

Property and equipment, net                                                             2,091,617              44,151

Other assets                                                                            1,534,766              43,885
                                                                                -------------------- -------------------
                                                                                 $      4,512,952    $        295,830
                                                                                ==================== ===================


 LIABILITIES AND STOCKHOLDERS' DEFICIT
------------------------------------------------------------------------------------------------------------------------

Current liabilities:
          Note payable - related party                                                          -              80,000
          Current portion of long-term debt                                               224,442           3,000,000
          Accounts payable and accrued expenses                                           345,017           1,267,505
          Advances from related parties                                                    83,529                   -
                                                                                -------------------- -------------------
                          Total current liabilities                                       652,988           4,347,505


Long-term debt                                                                          1,025,293                   -

Commitments and contingencies                                                                   -                   -

Minority interest                                                                           2,377               2,377

Stockholders' equity (deficit)
          Preferred stock, $.001 par value, 5,000,000 shares authorized,

          no shares issued                                                                      -                   -
          Common stock, $.001 par value, 50,000,000 authorized
            7,683,515 issued and outstanding at July 31, 2005
            25,895,130 shares issued and outstanding at July 31,
          2006                                                                             25,895               7,684
          Additional paid in capital                                                   37,598,410          17,603,366
          Deficit accumulated during the development stage                            (34,792,011)        (21,665,102)
                                                                                -------------------- -------------------
                                                                                        2,832,294          (4,054,052)
                                                                                -------------------- -------------------

                                                                                 $      4,512,952    $        295,830
                                                                                ==================== ===================
</table>

See Notes to the Financial Statements


                                      -22-
<page>


HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

 Consolidated Statements of Operations

<table>
<caption>
                                                                                    unaudited                          Inception
                                                                Six months         Six months        Year ended        through
                                             Year ended           ended              ended          January 31,        July 31,
                                            July 31, 2006      July 31, 2005     July 31, 2004         2005             2006
---------------------------------------------------------------------------------------------------------------------------------

                                        <c>                <C>               <c>                 <c>               <c>
Sales                                      $     390,441      $           -      $            -     $             -   $   390,441
Cost of sales                                    842,825                  -                   -                   -       842,825
                                           --------------------------------------------------------------------------------------
    Gross Profit (loss)                         (452,384)                 -                   -                   -      (452,384)
                                           --------------------------------------------------------------------------------------

Costs and expenses:
      General and administrative              11,440,129          2,246,539           8,877,850          10,285,959    28,892,751
      Research and development                 1,983,947            374,843           1,770,642           2,137,675     4,960,133
                                           --------------------------------------------------------------------------------------
                                              13,424,076          2,621,382          10,648,492          12,423,634    33,852,884
                                           --------------------------------------------------------------------------------------

       (loss from operations)                (13,876,460)        (2,621,382)        (10,648,492)        (12,423,634)  (34,305,268)

Other income (expense)
       Interest expense                         (102,082)          (325,159)            (60,084)           (203,834)     (655,145)
       Interest income                            19,670                  -                   -                   -        19,670
      Other income                               831,963             27,699              18,059              24,493       888,933
                                           --------------------------------------------------------------------------------------

      Net (loss) before discontinued operations
      and minority interest                   (13,126,909)       (2,918,842)        (10,690,517)        (12,602,975)  (34,051,810)

      Loss from discontinued operations                 -                 -                   -                   -      (757,024)
                                           --------------------------------------------------------------------------------------
                                              (13,126,909)       (2,918,842)        (10,690,517)        (12,602,975)  (34,808,834)

      Minority interest in net loss                     -               103                   -              16,720        16,823
                                           --------------------------------------------------------------------------------------

Net loss                                   $  (13,126,909)    $  (2,918,739)     $  (10,690,517)    $   (12,586,255) $(34,792,011)
                                           =======================================================================================

 Net (loss) per share before
  discontinued operations                     $   (1.22)         $    (0.43)        $     (1.82)       $     (2.20)

(Loss) per share from
  discontinued operations                     $       -          $        -         $         -        $         -
                                           -------------------------------------------------------------------------
 Net (loss) per share,
  Basic and Fully diluted                     $   (1.22)         $    (0.43)        $     (1.82)       $     (2.20)
                                           =========================================================================

Weighted number of shares                     10,753,799          6,856,100            5,887,200          5,725,500

</table>



See Notes to Financial Statements

                                      -23-
<page>

HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

 Consolidated Statement of Stockholder's Equity (Deficit)

<table>
<caption>

                                                                               Deficit
                                                                             Accumulated
                                                               Additional    during the
                                             Common stock       Paid-in      Development  Subscription   Deferred
                                          Shares      Amount    Capital         Stage      receivable   compensation    Total
                                      ------------- ---------- ----------- -------------- ------------ ------------   ----------

                                   <c>           <c>        <c>           <c>           <c>         <c>            <c>
 Balance February 1, 2004              6,125,183       6,125     5,947,425     (6,160,108)   (50,000)    (266,000)    (522,558)

Return of non-cash issuance           (1,012,500)     (1,013)        1,013              -        -              -            -
Stock redemption                        (900,000)       (900)          900              -        -              -            -
Employee stock based compensation              -           -     7,071,467              -        -              -     7,071,467
Exercise of options                    1,072,892       1,073       924,222              -        -              -       925,295
Collection of receivable                       -           -             -              -     50,000            -        50,000
Stock re-issuance                        900,000         900          (900)             -        -              -            -
Amortization of deferred stock
  compensation                                 -           -             -              -        -        266,000       266,000
Basis of assets acquired less
  than purchase price                          -           -       (54,656)             -        -              -       (54,656)
Stock dividend                           618,558         619          (619)             -        -              -             -
Net (loss) for the year                        -           -             -    (12,586,255)       -              -   (12,586,255)
                                      ------------- ---------- ----------- -------------- ------------ ------------   ----------

     Balance January 31, 2005          6,804,133       6,804    13,888,852    (18,746,363)       -              -    (4,850,707)
Stock issuances
  Exercise of options                      9,500          10        60,790              -        -              -        60,800
  Sale of stock for cash                   4,000           4        19,996              -        -              -        20,000
  Stock issued for related
    party advances                       500,000         500     3,384,094              -        -              -     3,384,594
  Stock dividend                         365,882         366          (366)             -        -              -             -
  Options issued for expenses                  -           -       250,000              -        -              -       250,000
Net (loss) for the year                        -           -             -     (2,918,739)       -              -    (2,918,739)
                                      ------------- ---------- ----------- -------------- ------------ ------------   ----------
     Balance July 31, 2005             7,683,515       7,684    17,603,366    (21,665,102)       -              -    (4,054,052)

Stock issuances (See Notes 9 & 10)
     Value of stock options issues             -           -     7,577,255              -        -              -     7,577,255
     Exercise of options               1,470,500       1,471     9,434,530              -        -              -     9,436,000
     Stock issued for debt            12,732,500      12,733     2,987,268              -        -              -     3,000,000
     Stock dividends                   4,008,615       4,008        (4,008)             -        -              -             -
Net (loss) for the year                        -           -             -    (13,126,909)       -              -   (13,126,909)
                                      ------------- ---------- ----------- -------------- ------------ ------------   ----------
     Balance July 31, 2006            25,895,130     $25,895   $37,598,410  $ (34,792,011)  $    -      $       -    $2,832,294
                                      ============= ========== =========== ============== ============ ============ ============
</table>

See Notes to Financial Statements


                                      -24-
<page>


HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

 Consolidated Statements of Cash Flows

<table>
<caption>

                                                                                   unaudited                        Inception
                                                                   Six months      Six months       Year ended       through
                                                  Year ended         ended          ended          January 31,       July 31,
                                                 July 31, 2006    July 31, 2005  July 31, 2004         2005            2006
---------------------------------------------------------------------------------------------------------------------------------

                                            <c>              <c>            <c>              <c>              <c>
Cash (used in) Operating Activities:
Net (loss) for the period                      $  (13,126,909)  $  (2,918,739) $  (10,690,517)  $  (12,586,255)  $  (34,792,011)
Adjustments to reconcile net (loss) to cash
  Depreciation & Amortization                          58,665         160,889          62,044          359,718          586,083
  Minority interest in loss                                 -            (103)              -          (16,720)         (16,823)
  Stock-based compensation                          7,577,255               -       7,071,467        7,071,467       19,042,042
 (Increase) decrease in accounts
    receivable                                        (13,228)         (3,696)              -           (5,696)         (22,620)
 (Increase) decrease in inventories                  (261,077)         (2,989)              -          (18,903)        (282,969)
 (Increase) decrease in prepaid expenses
    and other assets                                  (51,504)            842         (14,000)         (11,137)         (61,799)
 (Increase) decrease in other assets                  (50,000)              -               -                -          (50,000)
  Increase (decrease) in accounts payable
    and accrued expenses                             (922,488)      1,014,324          54,386          370,164          345,017
  Write off of mineral property                                             -               -                -            5,150
  Loss from discontinued operations                         -               -               -                -          757,024
                                               -----------------------------------------------------------------------------------
    Cash (used in) operating activities            (6,789,286)     (1,749,472)     (3,516,620)      (4,837,362)     (14,490,906)


Cash (used in) Investing Activities:
  Increase in other assets                         (1,440,881)              -               -         (160,420)      (1,484,766)
  Increase in restricted cash                               -         (40,215)                               -          (40,215)
  Purchase of mineral property                              -               -               -                -           (5,150)
  Purchase of property and equipment                 (806,131)        (28,624)              -          (11,479)        (872,880)
                                               -----------------------------------------------------------------------------------
     Cash (used in) investing activities           (2,247,012)        (68,839)              -         (171,899)      (2,403,011)

Cash provided by Financing Activities:
  Sale of minority interest in subsidiaries                 -               -               -           19,200           19,200
  Proceeds from the exercise of stock options       9,436,000          60,800         876,098          925,295       11,011,595
  Collection of stock receivable                            -               -          50,000           50,000           50,000
  Proceeds from the issuance of debt                        -               -       2,920,000        2,920,000        2,920,000
 Advances from related parties                      2,195,715       1,800,008          31,384        1,029,056        5,395,454
  Payments of related party advances               (2,112,186)              -               -                -       (2,112,186)
  Payments of debt                                   (130,265)              -               -                -         (130,265)
  Proceeds from the issuance of common stock                -          20,000               -                -          259,300
                                               -----------------------------------------------------------------------------------
      Cash provided by financing
      activities                                    9,389,264       1,880,808       3,877,482        4,943,551       17,413,098

Net increase (decrease) in cash                       352,966          62,497         360,862          (65,710)         519,181

Cash at beginning of period                           166,215         103,718         169,428          169,428                -
                                               -----------------------------------------------------------------------------------

Cash at end of period                           $     519,181     $   166,215    $    530,290     $    103,718     $    519,181
                                               ===================================================================================
</table>

See Notes to Financial Statements

                                      -25-
<page>

HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 1.  Nature of Operations and Summary of Significant Accounting Policies

The summary of  significant  accounting  policies is  presented to assist in the
understanding of the financial  statements.  The financial  statements and notes
are the  representations  of management.  These  accounting  policies conform to
accounting  policies generally accepted in the United States of America and have
been consistently applied in the preparation of the financial statements..

Nature of operations and organization
Hybrid Technologies,  Inc., (The Company) was incorporated under the laws of the
State of  Nevada  April  12,  2000.  The  Company's  original  business  was the
exploration and development of mineral  interests.  The Company  abandoned these
interests in 2003.

The Company is currently  pursuing  the  development  and  marketing of electric
powered vehicles and products based on the advanced  lithium battery  technology
it has developed.  Additionally,  one of the Company's  subsidiaries is pursuing
the sale and installation of internet based telecommunications. At July 31, 2006
the Company  deems itself as a development  stage  company as planned  principal
operations  have not commenced in its primary lines of business and there are no
significant revenues from its subsidiary operations compared to the consolidated
group  as a  whole.  To  date  revenues  generated  are  solely  related  to the
telecommunications operations.

Basis of consolidation

The consolidated financial statements included the accounts and records of the
Company and its majority owned subsidiaries, Zingo, Inc., Zingo Telecom Inc.,
Global Hybrid Corp., R.-Electric Car, Co. and Solium Power Corp. All significant
intercompany accounts and transactions have been eliminated. The Company does
not have any special purpose entities.

The following is a listing of the Company's subsidiaries and its ownership
interests

              Zingo, Inc. (consolidated)                        69.60%
              Global Hybrid Corp.
              (consolidated)                                    71.40%
              R Electric Car, Co.                               71.40%
              Solium Power, Corp                                71.40%

Change in reporting year

In 2005,  the Company  adopted  July 31 as its fiscal  year.  In addition to the
audited information for the year ended July 31, 2006, the accompanying financial
statements  include audited  operating results and cash flows for the six months
ended July 31, 2005 and the year ended January 31, 2005.  Unaudited  information
as of July  31,  2004  and for  the six  months  then  ended  is  presented  for
comparative purposes.

Estimates

The  preparation  of  financial  statements  prepared  in  accordance  with  the
accounting standards generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the  financial  statements.  Actual  results could differ from those
estimates.

                                      -26-
<page>



HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 1.  Nature of Operations and Summary of Significant Accounting Policies
         - continued

Summary of Significant Accounting Policies

Cash and cash equivalents

Cash and cash  equivalents  consist  of  highly  liquid  investments,  which are
readily convertible into cash with original maturities of three months or less.

Financial instruments

The fair value of accounts  receivables,  accounts  payable and accrued expenses
and advances from related parties  approximates  fair value based on their short
maturities.  The fair value of notes payable approximate fair value based on the
value of other  notes  having  the same or  similar  terms,  interest  rates and
collateral.

Licensing fees

Licensing fees related to prior Product  Licensing  Agreements  were expensed as
incurred.

Accounts receivables

The Company  provides  credit to customer in the normal  course of business.  An
allowance for accounts  receivable  is estimated by management  based in part on
the aging of receivables and historical transactions.

Inventories

Inventories  are  stated  at the lower of cost or  market.  Cost is based on the
specific  identification  method.  Inventories  consist of the following at July
31,:
                                              2006              2005
                                        ---------------- -----------------
 Raw materials and work in progress      $    234,785      $       -
 Finished goods                                48,184         21,892
                                        ---------------- -----------------
                                         $    282,969      $  23,897
                                        ================ =================

Raw materials and work in progress is related to the Company's  planned sales of
electric  powered  products.  Finished  goods  relate  to its  telecommunication
operations.

Property and equipment
Property  and  equipment  are  recorded at cost.  Depreciation  of property  and
equipment are accounted for by methods over the following estimated useful lives
as follows:

                                                   Lives      Methods
                                              -------------- -------------
          Furniture and equipment              5-10 years    Accelerated
                                                             Straight
          Software                              3-5 years    line
                                                             Straight
           Buildings                             40 years     line

Stock based compensation

We issue stock  options to our employees  and other  certain  service  providers
under  stockholder  approved  stock option  programs  that provides the right to
purchase  our stock  pursuant  to stock  purchase  programs.  We account for our
stock-based compensation plans under the intrinsic value method of accounting as
defined by  Accounting  Principles  Board Opinion No. 25,  Accounting  for Stock
Issued to  Employees  , and  related  interpretations.  See note 10 for  further
disclosures and discussions.


                                      -27-
<page>

HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 1.  Nature of Operations and Summary of Significant Accounting Policies
          - continued

Significant Accounting Policies - continued

Revenue Recognition

Service  revenues are recognized at the time that service is completed.  Product
sales are recorded when title has passed to the customer.

Shipping & Handling

Shipping & handling  costs related to services and product sales are expensed as
cost of sales.

Advertising

Advertising costs are generally expensed as incurred are included in general and
administrative  expenses. Total advertising expenditures for the year ended July
31, 2006 amounted to approximately $350,000.

Research and development costs

Research and development costs are charged to expense as incurred.

Concentration of risk

The Company  maintains cash deposit  accounts and certificates of deposits which
at times may exceed federally  insured limits.  The Fund has not experienced any
losses in such accounts and believes it is not exposed to any significant credit
risk related to cash. As of July 31, 2006 and 2005, the Company had $391,602 and
$60,821, respectively, in excess of the federally insured limits.

One of the  Company's  subsidiaries  obtains a majority  of its  supplies,  that
comprise a major source of its operations,  form a sinlge vendor. As a result of
this  concentration,  events that may effect the future ability to purchase from
this supplier may cause a material  adverse effect on the ability of the Company
to deliver goods and services in this line of business.

Income taxes

The Company  records Income taxes under the provisions of Statement of Financial
 Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes" ("SFAS No.
 109"). SFAS No. 109 requires recognition of deferred income
tax assets and  liabilities  for the expected  future  income tax  consequences,
based on enacted  tax laws,  of  temporary  differences  between  the  financial
reporting  and and tax  bases of  assets  and  liabilities.  SFAS  No.  109 also
requires  recognition of deferred tax assets for the expected future tax effects
of all  deductible  temporary  differences,  loss carry  forwards and tax credit
carry forwards.  Deferred tax assets are then reduced, if deemed necessary, by a
valuation  allowance for the amount of any tax benefits which,  more likely than
not based on  current  circumstances,  are not  expected  to be  realized.  As a
result,  no  tax  benefit  is  reflected  in  the  accompanying   statements  of
operations.  Should the  Company  achieve  sufficient,  sustained  income in the
future,  management  may conclude  that some or all of the  valuation  allowance
should be reversed (Note 13).

Comprehensive income (loss)

The  Company  reports   comprehensive  income  (loss)  in  accordance  with  the
requirements  of Statement of Financial  Accounting  Standards  No. 130. For the
periods  presented  there are no  differences  between  net  income  (loss)  and
comprehensive income (loss).

                                      -28-
<page>


HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 1.  Nature of Operations and Summary of Significant Accounting Policies
          - continued

Significant Accounting Policies - continued

Long-lived assets

The Company  accounts for  long-lived  assets in  accordance  with  Statement of
Financial  Accounting  Standard No. 144 (SFAS 144)  "Accounting  for  Long-Lived
Assets". The carrying value of long-lived assets are reviewed on a regular basis
for the existence of facts and circumstances  that may suggest  impairment.  The
Company recognizes an impairment when the sum of undiscounted  future cash flows
is less than the  carrying  amount of the asset.  The write down of the asset is
charged to the period in which the impairment occurs.

Foreign currency translation

The consolidated  financial statements are presented in United States dollars in
accordance  with Statement of Financial  Accounting  Standards No. 52, (SFAS 52,
"Foreign  Currency   Translation".   Foreign  denominated  monetary  assets  are
translated to United States  dollars using foreign  exchange  rates in effect at
the  balance  sheet date.  Non-  monetary  items are  translated  at  historical
exchange  rates except for items carried at market value which are translated at
the rate of exchange in effect at the balance sheet date.  Revenues and expenses
are translated at the average rate of exchange during the period. Gain or losses
arising on foreign currency  transactions  are included in the  determination of
operating results for the period.

Recently issued pronouncements

In December 2004,  the FASB issued SFAS No. 123R " Share-Based  Compensation - a
replacement for FASB 123  Stock-Based  Compensation".  This statement  addresses
standards  for the  accounting  transactions  in which  entities  exchanges  its
"Accounting  for equity  instruments  for goods and services.  It also addresses
transactions  in which an entity  incurs  liabilities  in exchange for goods and
services or that may be settled by the issuance of those equity instruments.
The statement  requires a public entity to measure the cost of employee  related
service  received in the award of an equity  instrument on the  grant-date  fair
value of the award. The cost will be recorded when the employee vests his or her
rights for the award.  This  statement  eliminates  the  alternative  to use APB
Opinion No. 25. The  statement is effective  for "small  business  issuers" (the
Company) for annual  reporting  periods that begin after  December 15, 2005. The
statement  applies to all awards granted after the transition date. As indicated
in Note 1,
 the Company has  provided  for early  adoption of 123R  effective  for the year
beginning February 1, 2005.

In May 2005,  the FASB issued SFAS No.  154,  "Accounting  for Changes and Error
Corrections  - a  replacement  of APB No.  20 and FASB  Statement  No.  3." This
statement   modifies  the  reporting  of  changes  in   accounting   principles,
reclassifies  changes  and  principle  in the  absence  of  explicit  transition
guidance.   This  statement  also  provides  guidance  for  determining  whether
retrospective  application of a change in accounting principle is impracticable.
This statement is effective for accounting  changes and  corrections  for fiscal
years beginning after December 15, 2005.
 Management  does not  believe  that the  adoption  of this policy will have any
effect on its financial statements.

In February 2006, The FASB issued SFAS No. 155 "Accounting for Certain Hybrid
Financial Instruments - an amendment of FASB Statements No. 133 and 140." This
statement amends FASB 133, Accounting for Derivative Instruments and Hedging
Activities and Statement and No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities.


                                      -29-
<page>


HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 1.  Nature of Operations and Summary of Significant Accounting Policies
          - continued

Significant Accounting Policies - continued

Recently issued pronouncements - continued

The  statement  permits  fair  value  remeasurement  for  any  hybrid  financial
instrument that contains an embedded  derivative  that would  otherwise  require
bifurcation,  clarifies which interest only strips and principal are not subject
to
 the  requirements  of Statement  133,  establishes  a  requirement  to evaluate
interest in  securitized  financial  assets,  clarifies that  concentrations  of
credit risk in the form of subordination are not embedded derivatives and amends
statement  140 to eliminate  the  prohibition  on a  qualifying  special-purpose
entity from holding a derivative  financial  instrument to a beneficial interest
other than another derivative financial  instrument.  The statement is effective
for fiscal years beginning after September 15, 2006.  Management does not expect
this statement to have any material effect on its financial statements.

In March  2006 the FASB  issued  SFAS No.  156 "  Accounting  for  Servicing  of
Financial  Instruments - an amendment of FASB No.140,  Accounting  for Transfers
and Servicing of Financial  Instruments and Extinguishments of Liabilities.  The
statement  requires  an entity  to  recognize  a  servicing  asset or  servicing
liability  each time it undertakes an obligation to service an asset by entering
into a servicing contract,  requires all separately  recognized servicing assets
and servicing liabilities to be initially measured at fair market value, permits
an  entity  to choose  either  the  amortization  method  or fair  market  value
measurement  method  for  subsequent  measurement  periods  for  each  class  of
separately  recognized  servicing  assets and servicing  liabilities,  permits a
one-time reclassification of available-for-sale securities to trading securities
by  entities  with  recognized  servicing  rights at its initial  adoption,  and
requires  separate  presentation of servicing  assets and servicing  liabilities
subsequently measured at fair value. The statement is effective for fiscal years
beginning after September 15, 2006. Management does no expect this statement to
have any material effect on its financial statements.

Reclassification

Certain   reclassifications  have  been  made  to  the  prior  year's  financial
statements   to   conform   with   the   current   year   presentation.    These
reclassifications  have had no impact on the net  equity or income  (loss)  from
operations.

Note 2. Going concern

The  Company's  financial  statements  are prepared  based on the going  concern
principle.  That principle anticipates the realization of assets and payments of
liabilities  through the ordinary course of business.  No adjustments  have been
made to reduce the value of any assets or record additional liabilities, if any,
if the Company were to cease to exist.  The Company's  ability to remain a going
concern is dependant  upon its ability to raise  additional  capital as required
and the forbearance of the Company's creditors. There are no guarantees that the
Company  will be able to meet its  capital  needs until as such time as a viable
business  is  established.  Additionally,  the lack of  capital  may  limit  the
Company's ability to establish a viable business.


                                      -30-
<page>


HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 3. Business combination and subsequent event

Effective  December 3, 2004,  Zingo, Inc,  (formerly  Whistler Tel, Inc.) then a
wholly-owned  subsidiary  of the  Company  acquired  the  assets of Trade  Winds
Telecom,  LLC (Trade Winds) a company owned  indirectly by a shareholder  of the
Company for a cash payment of $20,175 and a note in the amount of $80,000 due in
December  2005.  The  acquisition  was accounted  for as a purchase.  Due to the
relationship,  the assets were  recorded  at their  historical  cost basis.  The
purchase price in excess of the cost bases of the assets, approximately $55,000,
was charged against additional paid in capital.

Trade Winds was organized in 2003 and is engaged in selling internet based voice
communication products and services to international customers.

Trade  Winds had no  operations  prior to January  31,  2004.  Accordingly,  the
following  unaudited  pro-forma  summary statement of operations gives effect to
the transaction as had Trade Winds been part of the  consolidated  group for the
year ended January 31, 2004.

<table>
<caption>
                                                                          Pro-forma            Pro-forma
                                               As reported               adjustments             (loss)
                                       ----------------------------- --------------------- -------------------

                                    <c>                           <c>                   <c>
Costs and expenses                      $   (12,423,635)              $    (97,311)         $ (12,520,946)

Other income (expense)                         (179,340)                                        (179,340)
                                       ----------------------------- --------------------- -------------------

                                             (12,602,975)                 (97,311)           (12,700,286)

Minority interest in losses                       16,720                                          16,720
                                       ----------------------------- --------------------- -------------------
Net loss                                $   (12,586,255)              $   (97,311)          $ (12,683,566)
                                       ============================= ===================== ===================
</table>

In order to have a market  for its  stock  separate  from the  parent  company's
stock, the Company entered into an agreement  whereby the Company  exchanged its
100% ownership of Whistler Tel, Inc. for 80,000,000 shares of Javakingcoffe Inc.

The business  combination  has been  accounted for as a reverse  acquisition  as
Hybrid has  acquired  sufficient  stock to  control  the  Company.  As a reverse
acquisition,  the capital  structure  (i.e.)  common stock  Javakingcoffee  Inc.
remains in existence,  but the reported  historical  operations and  accumulated
deficit are those of WhistlerTel from inceptions (November 2004). No goodwill or
other intangible asset with value was identified in the acquisition.

The following  unaudited  pro-forma  summary  balance  sheets give effect to the
transaction with Javakingcoffee  Inc. as had the transaction  occurred effective
February 1, 2004:

<table>
<caption>
                                                                        July 31, 2005
                                       ----------------------------- --------------------- ------------------
                                                                          Pro-forma            Pro-forma
                                               As reported               adjustments            (loss)
                                       ----------------------------- --------------------- ------------------

                                    <c>                            <c>                  <c>
Current assets                          $         200,368             $    1,233            $ 201,601
Equipment                                          59,077                      -               59,077
Other assets                                        3,853                      -                3,853
                                       ----------------------------- --------------------- ------------------
                                        $         263,298            $     1,233            $ 264,531
                                       ============================= ===================== ==================

Current liabilities                     $      4,456,581             $    74,936            $ 4,531,517
Long term debt                                         -                       -                      -
Other                                              2,377                       -                  2,377

Equity (deficit)                              (4,195,660)                (73,703)            (4,269,363)
                                       ----------------------------- --------------------- ------------------
                                        $         263,298            $    1,233             $   264,531
                                       ============================= ===================== ==================
</table>

                                      -31-
<page>



HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 3. Business combination and subsequent event - continued

The following  unaudited pro forma  statements of operations  give effect to the
Javakingcoffee Inc. transaction had it occurred effective February 1, 2004:

<table>
<caption>
                                                                   Six months ended July 31, 2005
                                             -------------------- ------------------------------- --------------------
                                                                            Pro-forma                  Pro-forma
                                                  As reported               adjustments                  (loss)
                                             -------------------- ------------------------------- --------------------

                                           <c>                 <c>                             <c>
Costs and expenses                            $     (2,662,800)    $             (25,029)          $  (2,687,829)
Other income (expense)                                (147,650)                        -                (147,650)
                                             -------------------- ------------------------------- --------------------
                                                    (2,810,450)                  (25,029)             (2,835,479)
Minority interest                                          103                         -                     103
                                             -------------------- ------------------------------- --------------------
Net loss                                      $     (2,810,347)    $             (25,029)          $   (2,835,376)
                                             ==================== =============================== ====================

                                                                       Year ended January 31, 2005
                                             -------------------- ------------------------------- --------------------
                                                                             Pro-forma                  Pro-forma
                                                  As reported               adjustments                  (loss)
                                             -------------------- ------------------------------- --------------------
Costs and expenses                             $   (12,520,946)     $             (11,180)          $  (12,532,126)
Other income (expense)                                (179,340)                         -                 (179,340)
                                             -------------------- ------------------------------- --------------------
                                                   (12,700,286)                   (11,180)             (12,711,466)
Minority interest                                       16,720                          -                   16,720
                                             -------------------- ------------------------------- --------------------
Net loss                                       $   (12,683,566)     $             (11,180)          $  (12,694,746)
                                             ==================== =============================== ====================

</table>
Note 4. Property and equipment

Property and equipment at July 31, consists of:

                                            2006                    2005
                                     ----------------           ------------
Furniture and Equipment                $     289,576            $    45,576
Software costs                                19,993                 19,993
Buildings and improvements                 1,155,254                      -
Land                                         700,000                      -
                                     ----------------           ------------
                                           2,164,823                 65,569
less accumulated depreciation                (73,206)               (21,418)
                                     ----------------           ------------
                                     $     2,091,617            $    44,151
                                     =================          ============

For the year ended July 31, 2006 depreciation amounted to approximately $60,000.

Note 5. Other assets

Other assets at July 31, consist of:

                                            2006                    2005
                                     ----------------           ------------
Property under construction          $     1,113,762             $        -
Restricted cash                               41,239                 40,215
Deposits                                     329,765                 3,670
Other notes receivable - net                  50,000                     -
                                     ----------------           ------------
                                     $     1,534,766            $    43,885
                                     =================          ============


                                      -32-
<page>

HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 5. Other assets - continued

Property under  construction  consists of a solar powered  demonstration home in
Calgary,  Canada.  The value includes the value of the underlying real estate in
addition to construction  and conversion  costs.  The underlying real estate was
purchased by the Company for approximately $240,000.

Note 6. Advances from related parties and related party transactions

During the year ended July 31, 2006, the Company received and repaid  additional
advances from Del Mar Ventures  Corp, a Company owned by Aarif Jamani (a Company
stockholder) of approximately $2,195,000 and $2,112,000, respectively.

During the six months  ended July 31,  2005,  the  Company  received  additional
advances of  approximately  $1,800,000  for the payment of day to-day  operating
expenses.  At July 27,  2005,  500,000  shares  of  stock  were  issued  for all
outstanding advance of $3,384,594.

Advances  are  reported as  currently  payable.  The advances are not subject to
written  agreements and have no specific  repayment  terms but are deemed due on
demand. Additionally, the advances are not interest bearing.

As  discussed  in Note 3. the Company  acquired  the major assets of Trade Winds
Telecom,  LLC for the payment of approximately  $20,000 in cash and the issuance
of an $80,000 note to a company under the control of Aarif Jamani, a stockholder
of the Company.

Note 7. Note payable - related party

Note payable - related party at July 31, consists of:

                                                  2006              2005
                                            ---------------- ------------------
10% note  payable to the former  member of
Trade  Winds  Telecom,  LLC, a company
related by certain common ownership,
                                            $          -       $       80,000
                                            ================ ==================

Note 8.  Long-term debt

Long-term debt at July 31, consists of:
                                                 2006              2005
                                            ---------------- ------------------
5% note payable to Sterling Capital, Inc.
(Sterling) payable in April, 2006,
collateralized by 9,900,000 shares of the
shares of the Company's common stock        $          -      $     3,000,000


8% note  payable to Richard  Howard,
payable in monthly installments of
approximately $26,350 including interest,
collateralized by real property
due in full on or before June 2011             1,249,735                   -
                                             ---------------- ------------------
                                               1,249,735           3,000,000
               Less current portion             (224,442)         (3,000,000)
                                             ---------------- ------------------
                                            $  1,025,293      $           -
                                             ================ ==================


                                      -33-
<page>


HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 8.  Long-term debt - continued

Principal  maturities  on  continuing  operations  are as follows as of July 31,
2006:

       Year ending July 31, :
                                2007                         $  224,442
                                2008                            243,040
                                2009                            263,245
                                2010                            285,094
                                2011                            233,914
                                                             -----------
                                                             $ 1,249,735
                                                             ============

Note 9. Stockholders' equity (deficit)

During the year ended January 31, 2005:

       The  Company  received  the return of shares  issued  pursuant  to the RS
       financing agreement.

       The Company issued  1,072,892 shares resulting from the exercise of stock
       options totaling $706,525.

       The Company entered into a Stock Redemption and Re-issuance  Agreement on
       February 10, 2004 with Salim S. Rana  Investment,  Corp  (SSRIC)  whereby
       900,000  shares of the Company's  common stock  (adjusted for splits) was
       returned to the Company's treasury at no cost to the Company. The Company
       had the ability  under the  Redemption  Agreement,  and did,  utilize the
       shares for proper  corporate  purposes,  including  option  exercises and
       issuances to  consultants.  Under the terms of the Redemption  Agreement,
       the Company was obligated to, and did, return the 900,000 shares to SSRIC
       on June 3, 2004.

       Shares related to a stock dividend  declared  subsequent to year end were
       recorded for the shares that were  otherwise  issued and  outstanding  at
       January 31, 2005

During the six months ended July 31, 2005:

       The Company  issued 500,000 shares of stock in exchange for cash advanced
       by a related party (See Note 7).

       The Company issued 4,000 shares of its stock for cash.

       The Company issued 9,500 shares of stock under the terms of stock options
       that had been awarded (See Note 10).

       The Company issued a five percent stock dividend in June 2005.

During the year ended July 31, 2006:

       The Company issued  1,476,000  shares of stock under the terms of options
       awarded (See Note 10).

       12,732,500 shares previously held as collateral for debt of $3,000,000
       were issued.
       original pledge of 9,000,000 shares and accumulated stock dividends.

       The Company issued stock dividends totaling 4,008,615 shares.

                                      -34-
<page>

HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 10.  Stock Options and Deferred stock-based compensation

The Company  established the 2003 Restricted  Stock Plan ("the Plan") during the
year ended  January 31, 2004 and filed an S-8  Registration  Statement  with the
Securities and Exchange Commission that was declared effective.  The Plan allows
the Company's Board of Directors to issue up to 1,800,000 common shares pursuant
to the Plan as compensation for services to the Company.  The Company's Board of
Directors has the discretion to set the price,  term vesting schedules and other
terms and conditions for options granted under the plan.

A summary of the Company's 2003 Resticted Stock Plan activity is follows:

                                                         Weighted average
                                                            grant date
                                        shares             price/share
                                   ------------------- -----------------------
Balance February 1, 2003              1,800,000   $              0.833
Options granted                        -945,000   $              0.833
Options cancelled/expired                  -
                                   -------------------
Balance January 31, 2004                855,000   $              0.833
Options granted                        -855,000   $              0.833
                                   -------------------
Balance January 31, 2005                   -
                                   ===================

                                     Number of shares
                                  -------------------
Options granted                          945,000
Options exercised during the year
ended January 31, 2004                  -707,400
Options granted during the period
ended January 31, 2005                   855,000
Options exercised during the
period
ended January 31, 2005                -1,092,600
                                  -------------------

Unexercised options                        -
                                  ===================


In  connection  with the  issuance to certain  employees of options in February,
2004,  the  Company   reported   deferred  stock   compensation   of  $7,020,787
representing the difference  between the intrinsic value of the common stock and
the  exercise  price  at the  date  of the  grant.  The  grants  were  exercised
immediately  and,  accordingly,  no amount of the stock based  compensation  was
deferred and there is no significant  difference in the reporting between APB 25
and SFAS 123.

                                      -35-
<page>


HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 10.  Stock Options and Deferred stock-based compensation - continued

The following is the pro-forma information regarding stock-based compensation
required under SFAS 123

<table>
<caption>
                                                                                    (unaudited)
                                                                   Six months        Six months          Year ended
                                                Year ended           ended            ended             January 31,
                                               July 31, 2006     July 31, 2005    July 31, 2004            2005
                                            ----------------   ---------------- ------------------- --------------------

                                         <c>                <c>              <c>                 <c>
Net (loss) as reported                      $    (13,126,909)  $   (2,918,739)   $    (10,690,517)   $    (12,586,255)

Add stock based loss compensation included
in net loss                                         -                   -               7,020,787           7,020,787
Deduct stock-based compensation determined
under fair value method                             -                   -              (7,071,467)         (7,071,467)
                                            ----------------   ---------------- ------------------- --------------------
Pro-forma net (loss)                        $    (13,126,909)  $   (2,918,739)   $    (10,741,197)   $    (12,636,935)
                                            ================   ================ =================== ====================

Net loss per share (basic and diluted)
  as reported                                   $  (1.22)          $     (0.43)   $      (1.82)       $       (2.20)

Net loss per share (basic and diluted)
   pro-forma                                    $  (1.22)          $     (0.43)   $      (1.82)       $       (2.21)

</table>

The Company utilized the  Black-Scholes  model in determining fair value.  Among
other factors, the Black Scholes model considers the expected life of the option
and the  expected  volatility  of the  Company's  stock  price in arriving at an
option  valuation.  For  pro-forma  purposes,  the  estimated  fair value of the
Company's  stock  based  awards  is  amortized  over the  vesting  period of the
underlying instruments.  For the periods presented the fair value of the options
granted using Black Scholes was determined using the following assumptions.

                           Expected dividend yield                         0%
                           Risk-free interest rate                        1-5%
                           Expected volatility                            100%
                           Expected life from the vesting date           1 year

The  Company  established  the 2005  Restricted  Stock Plan ("the 2005 Plan") in
April,  2005 and filed an S-8  Registration  Statement  with the  Securities and
Exchange  Commission  that was  declared  effective.  The 2005 Plan  allows  the
Company's  Board of Directors to issue stock options for up to 2,000,000  common
shares as  compensation  for services to the  Company.  The  Company's  Board of
Directors has the discretion to set the price, vesting schedules and other terms
and conditions for options granted under the 2005 Plan.

During the period ended July 31, 2005,  the Company  awarded 36,000 options with
an option price of $6.40 per share to three  consultants  as additional  payment
for their services. The fair market value of the options as determined under the
Black-Scholes  formula  was  determined  to be  approximately  $100,000  and  is
included in expenses for the six-month period.

During the period ended July 31, 2005, the Board of Directors  awarded an option
to Del-Mar  Corporation  to exchange the  previously  advanced funds for 500,000
shares of stock at a value of  approximately  $6.76 per  share.  The  option was
immediately  exercised.  The  market  value of the  stock was  determined  to be
approximately  $7.00 per share.  The  difference of  approximately  $150,000 was
recorded as interest expense.

                                      -36-
<page>

HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 10.  Stock Options and Deferred stock-based compensation - continued

During the year ended July 31, 2006, the Company awarded  1,474,000 options with
an option price of $6.40 per share to various consultants. During the year ended
July 31, 2006,  1,373,000 options were vested the fair market value of which was
determined under the Black-Scholes formula to be approximately $7,568,000 and is
included in general and administrative expenses.

A summary of the Company's 2005 Restricted Stock Plan follows:


                                                           Weighted average
  Authorized but ungranted options                            Grant date
                                        shares             price/share
                                     ----------------- ------------------------
  Balance April 22, 2005               2,000,000              $   6.74
  Options granted                       -536,000              $   6.74
  Options cancelled/expired                -
                                     -----------------
  Balance July 31, 2005                1,464,000


  Option granted                      -1,464,000             $6.40
                                     -----------------
  Balance July 31, 2006                   -
                                     =================

 Options granted but unexercised                          Weighted average
                                                            exercise
                                       shares             price/share
                                     ----------------- ------------------------
 Balance July 31, 2005                   21,000              $   6.40
 Options granted                      1,474,000              $   6.40
 Options exercised or
 cancelled                           (1,480,500)             $   6.40
                                     -----------------
 Balance July 31, 2006                   14,500              $   6.40
                                     =================

Note 11. Commitments and Contingencies

Leases
The  Company   leases   certain  real  property   under  the  terms  of  certain
non-cancelable operating leases.

Future minimum lease payments under these leases are approximately:


          Year ending July 31, 2007           $   20,500
                                          ====================

Total rent expenses amounted to approximately  $67,000 and $24,000 for the years
ended July 31, 2006 and 2005, respectively.

Litigation
The Company was served with a complaint on October 2003 by Michael McDermott, as
a stockholder of Planet Electric,  Inc. Seeking injunctions against the Company,
Lithium  House  and  other  defendants   prohibiting  their  continued  business
arrangements  and alleged transfer of trade secrets and/or  processes.  The case
was dismissed by stipulation of the parties in June 2004. One of the individuals
in this suit has brought an action against Planet  Electric,  Inc. for breach of
his employment  agreement.  Planet Electric has filed a cross complaint  against
the Company.  The cross  complaint  adds claims for conversion and conspiracy to
convert  assets of Plant  Electric Inc. The parties  reached a settlement in May
2006 that settled all matters.

                                      -37-
<page>


HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 11. Commitments and Contingencies - continued

Litigation continued
In December 2004, the Company and its subsidiary  Global  Electric,  Corporation
(GEC) was served with a  complaint  by Electric  Global  Motorcars,  LLC seeking
relief  for  trademark  infringement,   unfair  competition,  Federal  Trademark
dilution  and  other  remedies  by the use of the  Company  and GEC of the  term
"Global  Electric"  by the Company and GEC.  The  Company  believes  that it has
reached a  settlement  of this matter  (although  not yet signed) by agreeing to
change the name from Global Electric to Global Hybrid Corp.

In June  2003 the  Company  had  entered  into a  licensing  agreements  with RV
Systems,  Inc. a Nevada corporation for the worldwide rights (with the exception
of certain products in India) to sell, distribute and/or manufacture (or arrange
for the sale of)  specified  products  using the portable  power  systems  ("the
Licensed Technologies") developed by Lithium House.

In 2005 the Company  notified RV Systems that it was in breach of the  licensing
agreement and instituted legal  proceedings.  In June 2006 the Company agreed to
settle all matters and to terminate  the  licensing  agreement.  The Company had
previously accrued unpaid minimum licensing fees of approximately  $775,000.  In
June 2006 when the matters were settled,  no additional  monies were due and the
original  accruals were reversed into other income in the financial  statements.
Pursuant to the  settlement  agreement  the Company  received  promissory  notes
totaling  $100,000  payable in 5 years.  The Company has established a loan loss
reserve of $50,000 to cover any anticipated  defaults or valuation  issues.  The
net promissory notes are reflected in other assets.

Legal Contingencies
The  Company is  currently  involved  in various  claims and legal  proceedings.
Quarterly,  the Company reviews the status of each significant matter and assess
its potential  financial  exposure and if the  potential  loss from any claim or
legal  proceeding  is  considered  probable  and the  amount  can be  reasonably
estimated, the Company accrues a liability for the estimated loss.

Letter of credit
The Company through its subsidiary has obtained a letter of credit in the amount
of $40,000 from a financial institution to guarantee certain creditors payments.
The vendor has required the Company maintain  deposits  totaling $40,000 be kept
on  deposit  as  collateral  for the  letter of credit  and  related  fee.  This
restricted cash is included in other assets.

Note 12. (Loss) per share

The Company accounts for income (loss) per share in accordance with Statement of
Financial  Accounting  Standards  No. 128 (SFAS 128)  "Earning per Share".  SFAS
requires the  presentation  of both basic and fully  diluted  earnings per share
(EPS) on the face of the  statement  of  operations.  Basic EPS is  computed  by
dividing the net income (loss) available to common  shareholders  (numerator) by
the weighted average common shares outstanding  (denominator) during the period.
Diluted EPS gives effect to all dilutive  potential  common  shares  outstanding
during the period  including  stock  options.  The  treasury  method is used for
computing  Diluted  EPS,  the  average  stock  price  for the  period is used in
determining  the number of net shares to be purchased  from options or warrants.
Diluted EPS  excludes  all  dilutive  potential  shares if their effect is anti-
dilutive.


                                      -38-
<page>


HYBRID TECHNOLOGIES, INC.
 A Development Stage Company

Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Note 13. Income taxes

The Company has deferred tax assets of approximately  $12,100,000 as a result of
the net operating  losses incurred from inception  through July 31, 2006.  These
deferred tax assets are reduced by a valuation allowance as discussed in note 1,
equal  to  the  deferred  tax  asset  as  it  is  unlikely,   based  on  current
circumstances, that the Company will ever realize a tax benefit.

Under current tax laws, the operating  losses incurred by the Company will begin
to expire in 2015.

Note 14. Other required cash flow disclosures

<table>
<caption>
                                                                                unaudited
                                                               Six months       Six months      Year ended         Inception
                                             Year ended           ended            ended        January 31,         through
                                           July 31, 2006     July 31, 2005    July 31, 2004       2005          July 31, 2006
                                          ---------------- ------------------ -------------- ---------------- ------------------

                                          <c>              <c>               <c>            <c>               <c>
Supplemental disclosures of non-cash
   transactions:

  Issuance of common stock for
   financing transaction                       $  -            $    -            $      -       $       -         $       -
  Return of common stock form cancellation
    of financing transactions                   $  -           $    -            $      -       $   (3,375)       $       -
  Assumption of mortgage payable                $  -           $    -            $      -       $       -         $       -
  Promissory note payable                       $  -           $    -            $      -       $       -         $       -
  Expenses settled with stock and/ or options   $  -           $     250,000            -       $       -         $       -
Notes and mortgages assumed in disposal
     of discontinued operations                 $  -           $    -            $      -       $       -         $       -
Deferred financing costs acquired with debt     $  -           $    -            $   80,000     $    80,000       $       -
Other current assets acquired by issuance
   of debt                                      $  -           $    -            $      -       $     5,633       $       -
Fixed assets acquiered by the issuance of debt  $ 1,300,000                                                       $   1,300,000
Reduction of additional paid in capital from
     from issuance of debt                      $  -           $     -           $      -       $     74,367      $       -
Shares issued for related party advances        $ 3,000,000    $  3,384,594      $      -       $          -      $    3,000,000


Other required disclosures:                     $  -

 Interest paid                                  $   287,977    $     -           $      -       $    (90,084)     $     287,977

 Income taxes paid                              $  -           $    -            $      -       $       -         $       -

</table>


                                      -39-
<page>


ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES.

         As of the end of the fiscal year ended July 31, 2006,  covered by
this Form 10-KSB,  the Company carried out an evaluation,  under the supervision
and with the  participation  of Holly  Roseberry,  the Company's Chief Executive
Officer and Principal  Financial and Accounting Officer, of the effectiveness of
the design and operation of the Company's  disclosure controls and procedures as
defined in Rule 13a-15 of the Securities  Exchange Act of 1934.  Based upon that
evaluation,  the Chief Executive Officer and Principal  Financial and Accounting
Officer  concluded  that the Company's  disclosure  controls and  procedures are
effective in timely alerting her to material information relating to the Company
(including its consolidated subsidiaries) required to be included in this Annual
Report on Form 10-KSB.  The Company has  increased  the number of Directors  and
formed an  internal  audit  committee  enabling us to more  effectively  monitor
financial matters and inventory controls.

ITEM 8B. OTHER INFORMATION.

Not applicable.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

Our executive  officers and directors and their respective ages as of October 1,
2006 are as follows:

               Name                         Age         Position

Holly A. Roseberry.....................     54          Chief Executive Officer,
                                                        President and Director

Mehboob Charania.......................     50          Director

Brian Newman...........................     55          Director

Greg Navone............................     59          Director

Shaffiq Kotadia........................     49          Director

     The  following  information  with  respect to  the  principal occupation or
employment  of  each  officer  and  director,  the  principal  business  of  the
corporation  or other  organization  in which such  occupation  or employment is
carried on, and such person's  business  experience  during the past five years,
has been furnished to the Company by the respective officers and director:

HOLLY A. ROSEBERRY was appointed as our secretary, treasurer and chief financial
officer on February 20, 2002.  On November  15,  2002,  she resigned  from these
positions and was appointed as our president,  chief executive  officer and as a
director.  From 2001 to 2003, she acted as manager for the Azra Shopping Center.
She  obtained  a  Bachelor  of Arts  degree  from  Sacred  Heart  University  in
Bridgeport, Connecticut in 1973. Ms. Roseberry was employed from 1993 to 1996 as
human resources  manager,  and from 1997 to 1999 as business office manager,  of
the Las Vegas location of Wards  Department  Store.  Ms.  Roseberry has held the
positions  of  President,   Chief  Executive  Officer  and  a  Director  of  our
majority-owned subsidiary, Zingo, Inc. since August 30, 2005.

                                       40

<page>

MEHBOOB CHARANIA  has  acted  as  our secretary,  treasurer  and chief financial
officer since November 15, 2002. Since June 2001,  Mr.  Charania  has  been  the
owner and operator of Infusion Bistro, a restaurant located in Calgary, Alberta.
From 1998 to 2001, he acted  as a manager at IBM's Calgary office. Mr.  Charania
has held the  position  of  Secretary  and  a  Director  of  our  majority-owned
subsidiary, Zingo, Inc. since August 30, 2005.

BRIAN  NEWMAN,  age 55,  graduated  with a Bachelor of Commerce  degree from the
University of Calgary in 1978,  and received a degree as a Chartered  Accountant
from the  Institute of Chartered  Accountants  in Alberta in 1982. He has been a
director  and  President  of Brian  Newman  Professional  Corporation,  a public
accounting  firm located in Calgary,  Alberta for the past 25 years.  Mr. Newman
has  served  since  September  2004 to the  present  as a  director  of  Olympia
Financial  Group,  and since  September 2004 to the present has also served as a
director of Albury Resources Ltd. Both of these companies are publicly traded in
Canada, but neither is a reporting company under the Securities  Exchange Act of
1934.

GREGORY NAVONE, age 59, graduated from St. Mary's College in Morgan, California,
in 1968, with a Bachelor of Arts degree.  For the past two years, Mr. Navone has
been the owner and President of First  Interstate  Mortgage,  a mortgage banking
firm.  Since 1987,  Mr. Navone has been the owner and President of First Capital
Financial.  Both these firms are located in Las Vegas,  Nevada.  Mr.  Navone was
appointed a director of the Company shortly following its incorporation in April
2000, and served as a director until February, 2002.

SHAFFIQ  KOTADIA,  age 49,  a  computer  infrastructure  specialist,  has been a
director and President  since 1990 of The Dolphin  Project Inc., an  information
technology  consulting firm located in Calgary,  Alberta.  Mr. Kotadia graduated
from the  University  of British  Columbia  in 1979 with a  Bachelor  of Science
degree in physics/geophysics.

Directors Fees

Commencing June 1, 2006, we have paid  Brian  Newman, Gregory Navone and Shaffiq
Kotadia directors' fees of $1,000 per month.  Mr.  Charania receives  directors'
fees of $1,500  per  month.  Ms. Roseberry  is  compensated  as  Chief Executive
Officer, and receives no  additional directors fees  from the Company for acting
as a director.  In our fiscal year  ended July 31, 2006,  Ms. Roseberr  received
$5,000 in directors fees from Zingo, Inc., our majority-owned telecommunications
subsidiary.

Term of Office

Our  directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting  of  our  shareholders  or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.

Committees

We have  recently  formed an audit  committee,  with an  independent  "financial
expert"  member  as  defined  in  the  rules  of  the  Securities  and  Exchange
Commission.


                                       41

<page>

Corporate Code of Conduct

We are reviewing a proposed  corporate code of conduct,  which would provide for
internal procedures concerning the reporting and disclosure of corporate matters
that are material to our business and to our stockholders. The corporate code of
conduct  would  include a code of ethics for our  officers  and  employees as to
workplace  conduct,  dealings with  customers,  compliance  with laws,  improper
payments,   conflicts  of  interest,   insider  trading,   company  confidential
information, and behavior with honesty and integrity.

Significant Employees

We have no significant employees other than the officers and directors described
above.

Section 16(A) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Exchange Act requires the Company's  executive officers and
directors,  and  persons  who  beneficially  own more  than ten  percent  of the
Company's  equity  securities,  to file  reports  of  ownership  and  changes in
ownership with the Securities and Exchange Commission.  Officers,  directors and
greater than ten percent  shareholders are required by SEC regulation to furnish
the  Company  with copies of all  Section  16(a)  forms they file.  Based on its
review of the copies of such forms  received  by it, the Company  believes  that
during  the  fiscal  year  ended  July 31,  2006 all  such  filing  requirements
applicable to its officers and directors were complied with except as follows:

                                    Number      Transactions   Known Failures
                                    Of late     Not Timely     To File a
Name and principal position         Reports     Reported       Required Form
---------------------------        -----------  ------------   --------------
Brian Newman, Director                                               1
Gregory Navone, Director                                             1
Shaffiq Kotadia, Director                                            1


ITEM 10.     EXECUTIVE COMPENSATION

The following table sets forth certain information as to the Company's  highest
paid executive  officers and directors for the Company's fiscal years ended July
31,  2006 and  2005.  No other  compensation  was  paid to any such  officer  or
director other than the cash compensation set forth below.

Annual  Compensation                          Awards           Payouts
-------------------------------         -----------------    -------------------
(a)       (b)    (c)     (d)     (e)      (f)          (g)       (h)   (i)
Name                             Other   Restricted  Securities
and                              Annual  Stock       Underlying  LTIP  All Other
Principal Year  Salary  Bonus    Comp.   Awards      Options/   Payouts  Comp.
Position   (1)    ($)    ($)     ($)      ($)         SARs(#)     ($)     ($)
--------- -----  ----  ------    -----   ---------   ---------- -------  -------

Holly     2006  $48,300.61
Roseberry 2005  $50,965
President **
 -----------------
* Years ended July 31, 2006 and July 31, 2005.

** Holly Roseberry has held the office of President since November 15, 2002. Ms.
Roseberry's  functions as President have included, in addition to accounting and
regulatory  filing  oversight,  management  and the  sale of the  Azra  shopping
center,  general  management  of our  day-to-day  operations,  working  with the
attorneys and accountants for the Company,  general  oversight of the agreements
with and oversight of  consultants  to the Company and  correspondence  with the
Company's  transfer  agent.  Ms.  Roseberry,  as President  and Chief  Executive
Officer,  receives  management fees of $1,100 per week, or $57,200 per year. Her
compensation for 2006 included $5,000 of directors fees paid by Zingo, Inc., our
wholly-owned telecommunications subsidiary.

                                       42

<page>

Option/SAR Grants in Last Fiscal Year

       There  were  no  grant of options  to  purchase  our common  stock to our
officers  or  directors  in fiscal  2006,  and there were no  exercises  of such
options  during or options  held at the end of such  fiscal  year by officers or
directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information concerning the number of
shares of our common  stock  owned  beneficially  as of October 21, 2006 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of any  class  of our  voting  securities,  (ii)  each  of  our  directors,  and
(iii)officers  and  directors  as  a  group.  Unless  otherwise  indicated,  the
shareholders listed possess sole voting and investment power with respect to the
shares shown.


                  Name and address              Number of Shares   Percentage of
Title of class    of beneficial owner          of Common Stock  Common Stock (1)
-------------     -------------------          ----------------   -----------
Common Stock      Holly Roseberry                    2,494            *
                  President, CEO,
                  Director
                  5001 E. Bonanza Rd.,
                  Suite 138-145
                  Las Vegas, Nevada 89019

                  All Officers and                   2,494             *
                  Directors  as a
                  Group that consists
                  of five persons

                  Sterling Capital Corp.           13,898,733       53.67%
                  200-675 West Hastings St.,
                  Vancouver, B.C., V6B 1N2
-------------------------
*        Less than 1%

(1) As of October 21,  2006,  there were  25,895,130  shares of our common stock
issued and outstanding.



CHANGE IN CONTROL

We are not aware of any arrangement  that might result in a change in control in
the future.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Commencing June 1, 2006, we have paid Brian Newman, Gregory  Navone  and Shaffiq
Kotadia directors' fees of $1,000 per month.  Mr. Charania  receives  directors'
fees of  $1,500  per  month. Ms. Roseberry is  compensated  as  Chief  Executive
Officer, and receives no additional directors fees  from  the Company for acting
as a director. In our fiscal  year  ended July 31, 2006,  Ms. Roseberry received
$5,000 in directors fees from Zingo, Inc., our majority-owned telecommunications
subsidiary.


                                       43

<page>

ITEM 13. EXHIBITS

-------------------- -----------------------------------------------------------
    Exhibit No.                                                  Description
-------------------- -----------------------------------------------------------

        3.1          Articles  of  Incorporation  of  the  Company.(Incorporated
                     herein  by  reference  to  Exhibit  3.1  to  the  Company's
                     Registration   Statement  on   Form  SB-2,  filed  with the
                     Commission on May 29, 2001.)

        3.1a         Certificate of Amendment to Articles of Incorporation filed
                     October 27, 2004.  (Incorporated  by  reference to  Exhibit
                     3.1a  to  the  Company's  Current Report on Form 8-K, filed
                     with the Commission on November 2, 2004.)

        3.1b         Form of Restatement  of  Articles of Incorporation  of  the
                     Company. (Incorporated by reference to Exhibit 3.1a to  the
                     Company's Quarterly  Report  on Form 10-QSB, filed with the
                     Commission on December 15, 2004.)

        3.1c         Certificate  of  Amendment  to  Articles of  Incorporation,
                     filed effective March 9, 2005. (Incorporated  by  reference
                     to Exhibit 3.1c  to the  Company's  Annual  Report  on Form
                     10-KSB,  filed  with  the  Commission  on May 23, 2005.)

        3.2          By-Laws of the Company.  (Incorporated  herein by reference
                     to Exhibit 3.2 to the Company's  Registration  Statement on
                     Form SB-2 filed with the Commission on May 29, 2001.)

        4.1          Specimen Common Stock Certificate, filed herewith.

        4.2          Whistler Investments,  Inc.  2003  Restricted  Stock  Plan.
                     (Incorporated  herein  by  reference to  Exhibit 4.2 to the
                     Company's  Registration  Statement on  Form S-8 filed  with
                     the Commission on July 18, 2003.)

        4.3          Hybrid  Technologies,  Inc.  2005  Restricted  Stock  Plan.
                     (Incorporated  herein  by  reference to  Exhibit 4. to the
                     Company's  Registration  Statement on  Form S-8 filed  with
                     the Commission on April 22, 2005.)

       4.4           Promissory Note,  dated  December 3, 2004, payable to Trade
                     Winds Telecom, LLC. (Incorporated by  reference  to Exhibit
                     4.4 ton the  Company's  Annual Report on Form 10-KSB, filed
                     with the Commission on May 23, 2005.)

       10.1          Mineral  Claim dated October 2, 2000.(Incorporated   herein
                     by  reference to Exhibit 10.1 to the Company's Registration
                     Statement  on Form SB-2 filed  with the Commission  on  May
                     29, 2001.)

       10.2          Mineral  Property  Staking  and  Sales   agreement,   dated
                     September 19, 2000,  between Mr. Edward McCrossan  and  the
                     Company. (Incorporated herein by reference to Exhibit  10.2
                     to the Company's Registration Statement on  Form SB-2 filed
                     with the Commission on May 29, 2001.)

       10.3          Office Services Agreement, dated May 1,  2000,  between the
                     Company and Dewey Jones.  (Incorporated herein by reference
                     to Exhibit 10.3 to the Company's Registration  Statement on
                     Form SB-2 filed  with  the Commission on May 29, 2001.)

                                       44


<page>

       10.4          Asset  Purchase  Agreement  dated  April 10,  2002  between
                     Salim S.  Rana Investments Corp. and Whistler  Investments,
                     Inc.  (Incorporated by reference to Exhibit No. 10.1 to the
                     Company's  Annual  Report  on  Form  10-KSB, filed with the
                     Commission on May 6, 2002.)

       10.5          Agreement   dated   January  1,   2003   between   Whistler
                     Investments, Inc. and Kim Larsen respecting the disposition
                     of Azra Shopping  Center.   (Incorporated  by  reference to
                     Exhibit 10.1 to the Company's Amendment No. 1 to its Annual
                     Report on Form 10-KSB filed May 8, 2003.)

       10.6          Amendment to Licensing Agreement,  dated October 21,  2003,
                     between Nu Age Electric Inc. and Whistler Investments, Inc.
                     (Incorporated by reference to Exhibit 10.3 to the Company's
                     Current  Report on Form 8-K,  filed with the  Commission on
                     November 21, 2003.)

       10.7          Agreement,dated October 21,2003, by and between RV Systems,
                     Inc.  and   Whistler  Investments,  Inc.  (Incorporated  by
                     reference to Exhibit 10.4 to  the  Company's Current Report
                     on  Form  8-K,  file  with  the  Commission on November 21,
                     2003.)

       10.8          Investment Agreement, dated as of January 19, 2004,  by and
                     between Whistler  Investments,  Inc. and  Dutchess  Private
                     Equities Fund, L.P. (Incorporated  by  reference to Exhibit
                     10.5  to  the  Company's  Current Report on Form 8-K, filed
                     with the Commission on January 23, 2004.)

       10.9          Registration Rights Agreement,dated as of January 19, 2004,
                     by  and  between  Whistler  Investments,  Inc. and Dutchess
                     Private Equities Fund, L.P.  (Incorporated  by reference to
                     Exhibit 10.6  to  the Company's Current Report on Form 8-K,
                     filed with the Commission on January 23, 2004.)


       10.10         Stock  Redemption  and Reissuance  Agreement,  dated  as of
                     February 10, 2004,  Between Whistler Investments,  Inc. and
                     Salim S.  Rana Investments, Inc. (Incorporated by reference
                     to Exhibit 10.10 to Amendment No. 1 to the Company's Annual
                     Report on Form 10-KSB, filed with the Commission on October
                     4, 2004.)

       10.11         Letter from City of Austin, Texas, dated February 27, 2004.
                     (Incorporated  by  reference  to Exhibit 10.11 to Amendment
                     No. 1 to the Company's Annual  Report on Form 10-KSB, filed
                     with the Commission on October 4, 2004.)

       10.12         Memorandum of Understanding, dated March 15, 2004,  between
                     Shanghai Geely Metop International  and the Global Electric
                     subsidiary of  Whistler  Investments, Inc. (Incorporated by
                     reference  to  Exhibit 10.12  to  Amendment  No. 1  to  the
                     Company's  Annual  Report  on  Form  10-KSB, filed with the
                     Commission on October 4, 2004.)

       10.13         Loan Agreement,  made as of the 20th day of February, 2004,
                     among Sterling Capital Inc.  and Whistler Investments, Inc.
                     (Incorporated by  reference  to  Exhibit 10.13 to Amendment
                     No. 1 to the Company's Annual  Report on Form 10-KSB, filed
                     with the Commission on October 4, 2004.)


                                       45

<page>

       10.14         Letter Agreement,  dated February 3, 2004, between Whistler
                     Investments, Inc.  and  RV  Systems,  Inc. (Incorporated by
                     reference  to  Exhibit  10.14  to  Amendment  No. 1 to  the
                     Company's  Annual  Report  on  Form  10-KSB, filed with the
                     Commission on October 4, 2004.)

       10.15         Purchase and Sale  Agreement,  made effective as of the 3rd
                     day of December, 2004,  between WhistlerTel, Inc. and Trade
                     Winds Telecom, LLC. (Incorporated by reference  to  Exhibit
                     10.15 to the Company's Current Report  on  Form  8-K, filed
                     with the Commission on December 8, 2004.)

       10.16         Bill of Sale and Assignment, dated as of December 3,  2004,
                     between  Trade  Winds  Telecom  LLC  and  Whistlertel, Inc.
                     (Incorporated  by   reference   to  Exhibit  10.16  to  the
                     Company's  Current  Report  on  Form 8-K,  filed  with  the
                     Commission on December 8, 2004.)

       10.17         Agreement  and  Plan  of Reorganization, dated as of August
                     18,  2005,  among  the  Company,   Whistlertel,  Inc.   and
                     Javakingcoffee,  Inc. (Incorporated by reference to Exhibit
                     10.17 to the Company's  Current  Report  on Form 8-K, filed
                     with the Commission on August 24, 2005.)

       10.18         Notice, dated  July 2, 2005, from Hybrid Technologies, Inc.
                     To RV  Systems,  Inc. (Incorporated by reference to Exhibit
                     10.18 to the Company's Annual Report on Form 10-KSB,  filed
                     with the Commission on October 26, 2005.)

       10.19         Nonreimbursable  Space  Act   Agreement   between  National
                     Aeronautics  and  Space  Administration,  John  F.  Kennedy
                     Space  Center  and  Hybrid Technologies, Inc. (Incorporated
                     by  reference  to  Exhibit 10.19 to the Company's Quarterly
                     Report  on  Form 10-QSB, filed with the Commission on March
                     17, 2006.

       10.20         Agreement  dated  March  30, 2006 between Paratransit, Inc.
                     and the Company, filed herewith.

       10.21         Request for  Pilot Approval, submitted May 31, 2006, to New
                     York City  Taxi  and  Limousine  Commission by the Company,
                     filed herewith.

       21.           Subsidiaries of Registrant. (Incorporated  by  reference to
                     Exhibit 21 to  the Company's Annual Report  on Form 10-KSB,
                     filed with the Commission on October 26, 2005.)

       31            Certification  of  Chief   Executive  Officer and Principal
                     Financial   Officer   Pursuant  to  Section  302   of   the
                     Sarbanes-Oxley Act of 2002, filed herewith.


       32            Certification   of Chief  Executive  Officer  and Principal
                     Financial Officer Pursuant  to  18 U.S.C.  Section 1350, as
                     Adopted Pursuant to  Section  906 of the Sarbanes-Oxley Act
                     of 2002, filed herewith.


                                       46

<page>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1)      Aggregate fees for the last two years:  2005-$21,000      2006-$20,000

(2)      Audit related fees:                     2005- NA          2006- NA

(3)      Tax fees:                               2005- NA          2006- NA

(4)      All other fees.                                               NA

(5)      Audit   committee  pre-approval  processes,  percentages  of  services
approved  by  audit  committee, percentage of hours spent on audit engagement by
persons other than principal accountant's full time employees.  NA


                                   SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


HYBRID TECHNOLOGIES, INC.


By:     /s/ Holly Roseberry
       ---------------------------------
       Holly Roseberry
       Chief Executive Officer and Principal Financial Officer

       Date: November  8, 2006



In  accordance  with the  Securities  Exchange  Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


By:    /s/ Holly Roseberry
       -------------------
       Holly Roseberry
       President and C.E.O.
       (President, Chief Executive Officer
       Principal Financial Officer and Director)
       Date: November 8, 2006


By:    /s/ Mehboob Charania
       -------------------
       Mehboob Charania
       (Secretary and Director)
       Date: November 8, 2006


                                       47

<page>

By:    /s/ Brian Newman
       -------------------
       Brian Newman
       (Director)
       Date: November 8, 2006


By:    /s/ Gregory Navone
       -------------------
       Gregory Navone
       (Director)
       Date: November 8, 2006


By:    /s/ Shaffiq Kotadia
       -------------------
       Shaffiq Kotadia
       (Director)
       Date: November 8, 2006