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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 January 31, 2005
                                ----------------
[  ]  Transition Report Under Section 13 Or 15(d) Of The Securities Exchange
      Act Of 1934

      For the transition period from _____ to _____

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 is not 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. [ ]

State issuer's revenues for its most recent fiscal year:  NIL

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.): $50,313,432 based on the closing price for our
shares of common stock of $3.85 on April 1, 2005.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 16,704,710 shares of common stock as
at April 30, 2005.

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

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                                     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 2004, 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 changed our name from Whistler Investments, Inc. to Hybrid
Technologies, Inc. on March 9, 2005. Since our incorporation, we have been
involved in the evaluation of various business opportunities including the
exploration of the Queen 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; producing oil and gas
properties in California; and a medical software product and services company.
To date, none of these business opportunities has resulted in our generation of
meaningful revenue.


         Following the sale of the Azra shopping center near the end of our
fiscal year ended January 31, 2003, and our determination made in the first
quarter of our that fiscal year 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.

      Lithium Portable Power System Technology

         In order to begin to take the necessary steps to begin to implement our
new business strategy, on June 27, 2003, we entered into a licensing agreement
with NuAge Electric, Inc. ("NuAge"), whereby we agreed to acquire a license,
subject to a 20% royalty interest retained by NuAge, to all of NuAge's rights
relating to the manufacture and sale of two and three wheel electric vehicles
using an electric power drive system technology licensed by NuAge from Nu Pow'r,
LLC. On October 21, 2003, the original licensing agreement between Hybrid
Technologies and NuAge was terminated. On the same date, we entered into a new
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"). RV Systems is the licensee of
Lithium House for all product development and applications of portable power
systems utilizing Lithium House's proprietary lithium battery technology.

         Our agreement with RV Systems includes licensed technologies in three
separate product groups: (i) two- and three-wheeled vehicles to be manufactured
and sold in all countries except India; (ii) lawn and garden equipment to be
manufactured and sold in all countries; and (iii) Neighborhood Electric Vehicles
(NEV's) to be manufactured and sold in all countries. We have also entered into
an agreement to retain the services of Mr. Chaz Haba, the founder of Lithium
House, to provide technical advice to Hybrid Technologies's Board of Directors.
Mr. Haba is the President of RV Systems, Inc. and the CEO of Lithium House. Mr.
Haba has a strong technology background, as one of the engineers involved in the
tooling of the microprocessor at the beginning of Intel, and one of the early
investors in Apple Computers in the 1970's.

         Telecommunications Services

         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 will be operated as WhistlerTel Inc through this wholly-owned
subsidiary. The strategic initial objective is to develop a superior multilevel
platform that provide highly reliable and advanced telecommunications services.
WhistlerTel will focus its efforts in many parts of the globe including
developing countries where most areas are equipped with simple cable broadband
internet services only, not telephone connections. 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 will be Mexico, Guatemala,
Honduras, Peru, Argentina, and mainland China. WhistlerTel currently services
customers in North America, Central America, Latin America and Europe.

                                       1
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         Liquidity and Capital Resources

         As of January 31, 2005, we had cash on hand of $103,718. As of January
31, 2005, our liabilities totaled $5,168,948 and primarily consisted of a
$3,000,000 loan payable to Sterling Capital, and notes payable in the amount of
$1,585,767 due to related parties. During the period since inception on April
12, 2000 to January 31, 2005, we had incurred operating losses totaling
$18,632,614. On January 31, 2005, we had a working capital deficiency of
$2,029,494 and a stockholders' deficit of $4,850,707.


         We had 16,704,710 shares of common stock issued and outstanding as of
April 30, 2005. Our common stock is traded on the OTC Bulletin Board. On
February 28, 2005, we effected a one-for-ten stock dividend, and on March 8,
2005, we announced that our Board of Directors had approved a ten-for-one
reverse stock split, which was effective Wednesday, March 9, 2005.


General
-------

         We are a development stage technology company. We are engaged in the
development and marketing of electric powered vehicles and products, which would
be the applications of advanced lithium battery technology developed by Lithium
House, utilizing the Lithium Portable Power System technology developed by Mr.
Chaz Haba. We have preliminary agreements with the Motorcycle Division and the
International Trade Division of Geely Corporation, China. We have also commenced
providing telecommunications services primarily in developing countries through
our WhistlerTel subsidiary.


                                       2
<PAGE>

         We have placed our lithium battery technology development into three
divisions, each a majority-owned subsidiary of the Company, and allocating the
licensing rights for the various applications into each applicable division.
Global Hybrid Corp. will hold the licensing rights for all product development
other than four-wheeled vehicles. R-Electric Car Co. will hold the licensing
rights for product development for all four-wheeled vehicles. Solium Power Corp.
will hold the rights for the advanced Lithium/Solar Power System technology
developed by Mr. Chaz Haba, for application to residential and commercial
properties.

         Under the license agreement with RV Systems, which we signed on October
21, 2003 (the "License Agreement"), we have the worldwide rights to
commercialize applications of Lithium House's lithium battery technology to
two-, three- and four- wheeled vehicles (except two- and three-wheeled vehicles
for India), lawn and garden equipment, watercraft, and the worldwide rights to
the advanced Lithium/Solar Power System technology for application to
residential and commercial properties.

         Lithium House was founded in 2002 by Charles Haba and designs and
builds lithium ion and lithium polymer battery packs and systems. Mr. Haba is
the CEO of Lithium House and President of RV Systems, Inc. Prior to the founding
of Lithium House, Mr. Haba was involved in the founding of Planet Electric, Inc.
(see description under "Item 3. Legal Proceedings" of litigation filed by a
stockholder of Planet Electric, Inc.). Lithium House is dedicated to applying
its proprietary methods of lithium battery technology to improve performance and
reliability for everyday power needs. With its substantial experience building
lithium battery systems, Lithium House can provide the exact battery and charger
configurations for virtually any application.

Our Licensed Technology
-----------------------

         Under the License Agreement, we own the rights to utilize the lithium
ion and lithium polymer battery packs, proprietary controllers and propulsion
systems developed by Lithium House in any two-wheel, three-wheel and four-wheel
vehicles, as well as any lawn and garden equipment (with the exception of India
for the two- and three-wheeled vehicle technology).


The Lithium House Battery Packs We Would Use

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

         We would not be in the business of building battery cells. Lithium
House stocks thousands of batteries and has relationships with manufacturers in
Korea and China that are capable of large scale production of battery packs.
Lithium House's battery packs can be produced in a wide variety of sizes,
capacities and voltages as required by the particular product application.


         Lithium House offers battery and charging solutions in seven broad
product areas: computers, portable power (such as portable generators ranging
from purse-size to rolling generators on wheels), cameras, lighting (including
lighting belts and power sources for motion picture cameras, video, sound and
production equipment with ranges of 4 to 120 volt applications),
recreational/transportation applications (including two- and three-wheeled
vehicles and small cars), camping (primarily power packs) and hobby and RC
control models.


                                       3
<PAGE>

         Lithium House uses individual lithium ion cells that have 4.2 volts DC
and 2.2 amps each and are welded in such a manner (in parallel and series) to
provide up to 224 volts DC and 86.016 KW (thus a battery pack can contain up to
thousands of the individual cells) depending on the voltage and number of amps
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.

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

         We have products under development in the following categories.

NEV's

         A neighborhood electric vehicle or NEV is a 4-wheeled vehicle, larger
than a go cart but smaller than most light-duty passenger vehicles. NEV's are
usually 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.

         We have developed the "R car" which carries four passengers and reaches
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.

         We believe that the most important characteristic of our technology is
that the Lithium House battery power source we intend to use is much 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.


                                       4
<PAGE>

         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, whereas the gasoline-powered vehicle's motor has
numerous moving parts. Fewer moving parts in the electric vehicle leads to
another important difference: the electric vehicle requires less periodic
maintenance and is more reliable. The gasoline-powered vehicle requires a wide
range of maintenance, from frequent oil changes filter replacements, periodic
tune ups, and exhaust system repairs, to the less frequent component
replacement, such as the water pump, fuel pump, alternator, etc. The electric
vehicle's maintenance requirements are fewer, and therefore the maintenance
costs are lower. The electric motor's one moving part, the shaft, is very
reliable and requires little or no 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 are 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.


Lawn and Garden Equipment

         We have not commenced active product development in the lawn and garden
equipment product category. We plan to approach major manufacturers of these
products with regard to joint product development.


ATV's

         We have completed conversion of ATV's that are now being tested.
Conversion of ATV's currently involves conversion of five small two-passenger
ATV's we purchased at Geely and a four-wheel drive, two-passenger ATV with a
truck bed. We have converted one of the Geely ATV's and the four-wheel drive,
two-passenger ATV, and plan to send them back to Geely in China for
pre-production and production manufacturing. We have 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.


Current Joint Venture Negotiations in Progress
----------------------------------------------

China

Upon invitation from Geely Corporation, we and Mr. Chaz Haba have traveled to
China and met with the Motorcycle Division and the International Trade Division
of Geely Corporation. We are currently in the process of incorporating in China
to position ourselves for pursuit of joint ventures. We have signed an agreement
with Geely for conversion of two-wheeled vehicles, which is planned to be
superseded by a proposed joint agreement. We have completed two prototypes, the
E-Cobra and the Jin Bike. Geely has given us prices to convert motorbikes and
for the molding, and we plan to send them a purchase order. We plan to use the
bikes for beta testing in the United States and China for rentals and other
niche markets. We have leased space near the Lithium House office in Van Nuys,
California, for this purpose.


                                       5
<PAGE>

India

         We are currently in discussions with Loveson of Bombay India for the
manufacture of bicycles to be converted into electric bikes.


U.S. Navy

         On February 5, 2004 we announced the initiation of a lithium-ion
conversion project with the United States Navy. The project will serve as a
trial, and the development and implementation of this project will take place
within our facilities in Van Nuys, California. We have funded the initial 3kw
prototype for this project, and the prototype has been completed and delivered
to the Navy.

Electric Cars

         We are working with California-based Cinema Vehicles to develop and
build what we have designated as the "R-Car". Cinema Vehicles is an established
motion picture vehicle service company. The anticipated use for the R-Car is for
medium to long-range trips, as well as neighborhood use.

         The motor was balanced, matched to a 6-speed transmission, and tested
in April 2004. Mr. Haba and his engineers have been working closely with Cinema
Vehicles regarding the mechanical aspects of this development -- we are
anticipating that this vehicle will be able to travel at speeds up to 90 mph
with a range of up to 200 miles. The vehicle is currently under testing. The
first R-Car was delivered to Jay Leno on April 30, 2005.

Solium Power Corp.

         Our Lithium Solar House ("LSH") project is under the direction of Chaz
Haba and is to provide a test bed for an alternative source of power to the home
-- not connected to the power grid. The power source will be Solar Panels for
charging of the Lithium Ion Batteries, which are used for storage of the power.
The system will supply DC power for the home and all appliances (using from 12
volts to 48 volts), lighting, heat, air, etc., and will involve a site in Van
Nuys, California. We have now received the plans approved by the City of Van
Nuys and are currently renovating this Solar House. The costs involved in
renovating the Solar House are $135,000. The Solar House is immediately adjacent
to Lithium House's facility in Van Nuys, California.

Movingpeople.net

We are working on a scooter (wheel-chair type) the motor powered by a lithium
power pack, which will have to be sent out for testing.

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.


                                       6
<PAGE>

Other Initiatives

         We believe that the keys to our success in the future will be to
aggressively pursue the most opportunistic markets and to concentrate our
resources on the market(s) that have the most return for the time and effort
expended. We have also initiated with the Mayor of Mexico City a project aimed
at converting pre-existing vehicles in Latin America to electric propulsion
units. Negotiations for the conversion of several vehicles are now underway. It
is anticipated that the first conversions will be taxi cabs located in Mexico
City. Mexico City has the world's worst air pollution, according to the United
Nations, due primarily to vehicle emissions. The zero-emission vehicle projects
are aimed at reducing harmful contaminants in the city's air, while providing
usable cost-efficient alternate energy sources in public transit vehicles. The
Mini Cooper being modified for the Mexico Embassy is scheduled to be delivered
in May 2005.

Manufacturing
-------------

         We intend to manufacture the lithium power paks in China and Korea, and
to market them by way of infomercials, as well as by utilizing distributors in
Canada and the United States. We have no agreements in place with distributors.

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

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

         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.

         ZAP World, headquartered in Santa Rosa, California, is a principal
competitor in electric cars, electric bicycles, electric scooters, seascooters,
and other electric products. ZAP World has developed a two wheel motorbike
similar to the product we are developing.

         Powabyke, headquartered in Bath, United Kingdom, offers a wide range of
electric bikes in the UK and worldwide.

            EV Global is also a competitor in the electric vehicle arena.


Our Portable Power System License Agreement
-------------------------------------------

         On October 21, 2003, the original Licensing Agreement between the
Company and Nu Age Electric Inc that we had entered into on June 27, 2003, was
terminated. This original Licensing Agreement covered the license to us, through
Nu Age Electric Inc., of certain of the products described below that we now
license directly from Lithium House. Each party to the amendment terminating
this licensing agreement agreed to indemnify the other party and hold it
harmless from and against any and all losses, damages, liabilities, costs and
expenses (including, but not limited to, any and all expenses reasonably
incurred in investigating or defending against any litigation commenced or
threatened or any claim whatsoever) which the indemnified Party may sustain or
incur resulting from actions of the indemnifying party in connection with that
licensing agreement or the breach by the indemnifying party of any material
representation, warranty, or covenant made by it in that licensing agreement.

         On October 21, 2003, we entered into our current License Agreement with
RV Systems, Inc., a Nevada corporation, for the worldwide arena (with the
exception of India for the two- and three-wheeled vehicle technology) to sell,
distribute and/or manufacture (or arrange for the sale, distribution or
manufacture of) specified products utilizing the portable power systems (the
"Licensed Technologies"), developed by Lithium House, with principal offices
located in Van Nuys, California. Lithium House is an affiliate of RV Systems,
and has licensed all product development to RV Systems for the two-, three- and
four- wheel vehicles, watercraft, the solar house and a non-exclusive license
for battery power packs.


                                       7
<PAGE>

         The License Agreement with RV Systems covers Licensed Technologies in
three separate product groups: two- and three-wheeled vehicles to be
manufactured and sold in all countries of the world except India; lawn and
garden equipment to be manufactured and sold in all countries of the world; and
Neighborhood Electric Vehicles to be manufactured and sold in all countries of
the world.


Two- and Three-Wheeled Vehicles

  1.     Motorcycle product - Identification/model: Stealth H (Harley type)
  2.     Two-Wheel Vehicle - Identification/model: Stealth V (Vespa-type
         scooter)
  3.     Two-Wheel Bicycle - Recumbent style with motor in the front wheel and
         batteries in the bicycle frame
  4.     Three-wheel bicycle or a three-wheel motorcycle, commonly referred to
         as trikes or Tuk-Tuk's (as in the Thailand style three-wheel taxis).


Lawn and Garden Equipment

Lawn and garden will include two and four wheel electric mowers. It will also
include leaf blowers and any electric rotating lawn tool (e.g., edgers,
roto-tillers).


Neighborhood Electric Vehicles

Neighborhood electric vehicles include four wheel neighborhood electric vehicles
("NEV's")

         Subject to the terms of this License Agreement, RV Systems, as
Licensor, has granted to us, during the term of the License Agreement, and upon
the terms and conditions set forth in the License Agreement, a non-assignable
right and license to market, sell, manufacture, and distribute the Licensed
Technologies in all countries of the world, with the exception of India for two-
and three-wheeled vehicles. We have the right, upon receipt of written approval
and due diligence by the Licensor, to sublicense any of the rights and licenses
granted in the License Agreement to or enter into distribution agreements with
third parties ("Sublicensees") with the written consent of Licensor to the
sublicense or distribution agreement and the approval of Licensor of the related
agreement or agreements with the particular Sublicensee, which consent or
approval shall not unreasonably be withheld.

         The term of the License Agreement commenced on October 21, 2003, and
continues for a period of five License Years. NEV's were added to the Licensed
Technologies on November 14, 2003. The term is automatically renewed for three
succeeding License Years unless earlier terminated by either party upon not less
than 90 days prior written notice to the other of intent to terminate.


                                       8
<PAGE>

License Payments

         The Company is required to pay the Licensor the technology payments
(the "Technology Payments") (to be paid to Lithium House) as specified in the
License Agreement ($100,000 for two- and three-wheeled vehicles, and $50,000 for
lawn and garden equipment) to be paid on or before October 31, 2003. For NEV's
we are required to pay $250,000 no later than December 31, 2003, with a weekly
minimum of $15,000. We are also required to pay Licensor product development
payments of $400,000, on or before December 31, 2003, with a weekly minimum of
$15,000, for two- and three-wheeled vehicles; $200,000 for lawn and garden
equipment, on or before December 31, 2003, with a weekly minimum of $15,000; and
$1,000,000, payable no later than March 31, 2004, with a weekly minimum of
$35,000 for NEV's ("Product Development Payments"). We have signed additional
amendments to the License Agreement as of January 5, February 2 and March 20,
2004, covering power systems for watercraft, solar houses and lithium battery
power packs, respectively. These additional agreements require Technology and
Product Development Payments of $2,500,000 ($250,000 for watercraft, due no
later than March 31, 2004; $2,000,000 for solar houses, $500,000 of which was
payable no later than March 31, 2004, and $1,500,000, due no later than October
31, 2004; and $250,000 for lithium battery power packs, $50,000 of which is
payable no later than June 30, 2004 and $200,000 of which is payable no later
than September 30, 2004.

         As of January 31, 2005, we had paid approximately $2,300,000 in license
fees. Total license fees payable under the License Agreement and amendments are
$4,500,000, leaving approximately $2,200,000 in license fees payable subsequent
to January 31, 2005.

         Pursuant to a letter agreement dated February 3, 2004, Hybrid
Technologies was required to pay to RV Systems, Inc. a minimum of $35,000 per
week, notwithstanding any payments required under licensing agreements. This
letter agreement was supplemented by a letter from RV Systems dated May 10,
2005, confirming that RV Systems has received all of the Technology Payments
($1,000,000) and the two and three wheel Product Development License payments
have been paid in full as of January 31, 2005. The letter further states that
all licenses under the licensing agreements are in good standing.

       As reimbursement to the Company, Licensor is required to pay to us the
proceeds from any sales by Licensor of product inventory manufactured with the
financing provided by the Product Development Payments as and when that product
inventory is sold by Licensor.

       We (or our Sublicensees) are required to pay royalties to Licensor as to
be specified for each of the Licensed Technologies, or products or applications
utilizing such Licensed Technology, in the License Agreement ("Royalties"). The
particular royalty payment levels are to be agreed upon when we enter into
sublicense agreements or commence manufacturing or distribution operations
ourselves. We are responsible for the collection of any Royalty payments due
from our Sublicensees and remittance of such royalty payments to the Licensor,
unless direct payment of royalties to Licensor by a Sublicensee is provided for
in the applicable Addendum to the License Agreement.

       If the Company fails to make any payment due under the License Agreement,
(a) we are obligated to pay interest thereon from and including the date such
payment becomes due until the entire amount is paid in full at a rate equal to
three percent (3%) per annum over the prime rate charged by CitiBank, N.A., New
York as of the close of business on the date the payment first becomes due, but
in no event greater than the highest rate permitted by law; (b) if such a
default shall continue uncured for a period of sixty (60 days) after written
notice is received by the Company, the Licensor then shall have the right to
terminate the License Agreement immediately upon notification to us by the
Licensor to terminate. If such default is by a Sublicensee, we shall provide the
notice referred to above and shall follow Licensor's instructions as to
termination of the particular Sublicensee's rights as to the Licensed
Technologies.


                                       9
<PAGE>

         We shall have the option of preventing the termination of the License
Agreement by taking corrective action that cures the default, if such corrective
action is taken prior to the end of the 60-day cure period and if there are no
other defaults during such time period. If the Licensor or the Company otherwise
fails to perform any of the material terms, conditions, agreements or covenants
in the License Agreement on its part to be performed (hereinafter referred to as
"other default") and such other default is not curable, or if such default is
curable but continues uncured for a period of sixty (60) days after notice
thereof has been given to the defaulting party in writing by the other party or
all reasonable steps necessary to cure such other default have not been taken by
the defaulting party within sixty (60) days after notice thereof has been given
to the defaulting party in writing by the other party or all reasonable steps
necessary to cure such other default have not been taken by the defaulting party
within such sixty (60) day period, the other party at its sole election may
terminate the License Agreement forthwith by written notice. If we file a
petition in bankruptcy, are adjudicated as bankrupt or file a petition or
otherwise seek relief under or pursuant to any bankruptcy, insolvency or
reorganization statute or proceeding or if a petition in bankruptcy is filed
against us, which is not vacated within sixty (60 ) days, or we become insolvent
or make an assignment for the benefit of its creditors or a custodian receiver
or trustee is appointed for us or a substantial portion of our business assets,
which is not discharged within sixty (60) days, the License Agreement by its
terms terminates automatically and forthwith. No assignee for the benefit of
creditors, custodian, trustee in bankruptcy or any official charged with taking
over custody of our assets or business shall have any right to continue the
License Agreement or to exploit or in any way use the Licensed Technologies if
the License Agreement terminates; provided, however, that a termination under
the License Agreement as to a particular Sublicensee and Licensed Technologies
to that Sublicensee would not affect the validity of the License Agreement or
our status under the License Agreement or that of other Sublicensees not in
default.

Subsidiaries

         We have restructured by putting in place three divisions, each a
majority-owned subsidiary of Hybrid Technologies, and allocating the licensing
rights for the various applications into each applicable division. Global Hybrid
Corp. will hold the licensing rights for all product development other than
four-wheeled vehicles. R-Electric Car Co. will hold the licensing rights for
product development for all four-wheeled vehicles. Solium Power Corp. will hold
the rights for the advanced Lithium/Solar Power System technology developed by
Mr. Chaz Haba, for application to residential and commercial properties.

Employees

         As of the date of this report, we do not have any employees other than
our President and CEO, Holly Roseberry.

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

         We incurred research and development expenditures of $66,822 in our
fiscal year ended January 31, 2005, and of $20,268 in our fiscal year ended
January 31, 2004.


                                       10
<PAGE>

Patents and Trademarks

         Neither the Company, nor Lithium House or RV Systems, owns, either
legally or beneficially, any patents or trademarks.

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

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

WE ARE A DEVELOPMENT STAGE BUSINESS

         We have had no 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 January 31, 2005, we had cash on hand of $103,718. As of
January 31, 2005, our liabilities totaled $5,168,948 and primarily consisted of
a loan payable in the amount of $3,000,000 and notes payable to related parties
in the amount of $1,585,767. During the period since our inception on April 12,
2000 to January 31, 2005, we have incurred operating losses totaling
$18,632,614. On January 31, 2005, we had a working capital deficiency of
$2,029,494 and a stockholders' deficit of $4,850,707. 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 to complete the
license payments to RV Systems for commercialization of products utilizing
Lithium House portable power systems under the License Agreement, and therefore
we will need to obtain additional financing in order to complete our business
plan. Our business plan will require substantial additional financing in
connection with the initial commercialization of the products under the License
Agreement. We do not currently have any arrangements for financing and we may
not be able to 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
that our ability to continue as a going concern is uncertain.


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

         Because we have only recently commenced business operations, we face a
high risk of business failure. We have not earned any 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 the products under the License Agreement. These potential
problems include, but are not limited to, unanticipated problems relating to
product development, problems arranging and negotiating arrangements with
sublicensees or 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 would not
generate any operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely fail.


                                       11
<PAGE>

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


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

         Our management has only limited experience in negotiating sublicenses
or joint ventures for and commercializing the types of products covered by the
License Agreement. As a result of this inexperience, there is a higher risk of
our being unable to complete our business plan to negotiate profitable
sublicenses or joint ventures for our lithium ion battery powered products.
Because of the intense competition for our licensed products under the License
Agreement, there is substantial risk that we will not successfully commercialize
these products.


WE ARE CURRENTLY IN LITIGATION WITH A FORMER EMPLOYER OF CHAZ HABA

        We are currently in litigation, with Michael McDermott, as a stockholder
of Planet Electric, Inc. and purportedly on behalf of Planet Electric in the Los
Angeles Superior Court. Charles Haba, a consultant to the Company, was one of
the founders of Planet Electric and is the plaintiff in this case along with
Lithium House and other entities. If the relief requested by the plaintiffs in
the cross complaint of the defendants in this suit were granted, we could be
liable for damages as requested by defendants for conversion of Planet Electric
assets and conspiracy to convert such assets. See "ITEM 3--Pending Legal
Proceedings" for a description of this case.


OUR PRODUCTS WILL BE HIGHLY REGULATED

         Our products in development, particularly the NEV's, are highly
regulated. There is a possibility that the regulatory review and compliance
process could 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 BUSINESS IS SUBJECT TO SUBSTANTIAL RISKS

         The electric battery powered product market is extremely competitive
and risky. We are competing against numerous competitors with substantially
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.


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 have an office at 7126 Sophia Ave, Van Nuys CA, for which we pay as rent
the monthly mortgage payment of $2009.58 to the owner of the property,
Sophiahouse Inc. and an office at 595 Hornby St. Suite 603, Vancouver, BC.
Canada, for which we also pay monthly rent of $2,000, where we do not have a
lease. We have leased on a month-to-month basis approximately 5,000 square feet
of space near the Lithium House offices for the planned retrofitting of 100
motor bikes shipped by Geely to us. The lease commenced July 1, 2004, at a
monthly rental of $3,500.


                                       12
<PAGE>

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, its major corporate transactions, including the Azra shopping center,
the Queens mineral property and the licensing agreements with RV Systems, and to
its agreements with consultants and related parties, as well as those relating
to potential joint venture partners and customers. We are fully cooperating with
the Commission in response to its request for information.


Planet Electric, Inc. Stockholder Litigation

         On October 17, 2003, we were served with a complaint filed on October
15, 2003, by Michael McDermott, as a stockholder of Planet Electric, Inc. and
purportedly on behalf of Planet Electric in the United States District Court for
the Central District of California. Charles (Chaz) Haba was one of the founders
of Planet Electric, and was associated with that company from until early 2002.
The complaint lists Charles Haba, other individuals, Lithium House, Inc.,
Nupow'r LLC, Nu Age Electric, Inc., Dynamic Concepts aka NPDI, and Whistler
Investments, Inc. as defendants. The complaint sought an injunction prohibiting
certain defendants from continuing their business relationship and transfer of
alleged Planet Electric trade secrets or processes and also seeks damages for:
patent infringement against Charles Haba, companies that Mr. Haba has been
associated with since his involvement with Planet Electric, and us; breach of
fiduciary duty against Mr. Haba; breach of confidential relationship against Mr.
Haba; conversion against Mr. Haba and certain other individual defendants;
various business torts against Mr. Haba, Lithium House, NuPow'r and Nu Age;
trade secret misappropriation against all defendants.

    On June 29, 2004, the parties stipulated to dismiss this case.

Charles Haba v. Planet Electric, Inc.

         In this action, Charles Haba, is suing for breach of his employment
agreement and breach of a note against his former employer, Planet Electric,
Inc. in the Los Angeles County Superior Court. Planet Electric, Inc. has filed a
cross-complaint against same defendants, including Hybrid Technologies, Inc.,
and the same causes of action as the above-mentioned shareholder derivative
suit. The cross-complaint adds claims for conversion and conspiracy to convert
assets of Planet Electric, Inc. against Whistler Investments, Inc. The
cross-defendants, including Hybrid Technologies, Inc. intend to move for
dismissal of the cross complaint.


                                       13
<PAGE>

Global Electric Cars LLC

        On December 9, 2004, we were served with a complaint by Global Electric
Motorcars LLC, Fargo, North Dakota, naming Hybrid Technologies, Inc., and its
subsidiary, Global Electric Corporation ("GEC"), seeking relief for trademark
infringement, unfair competition, Federal trademark dilution, and other state
remedies, by reason of our and GEC's use of the "Global Electric" designation in
our business. The suit was filed in the United States District Court,
Southeastern Division, District of North Dakota. The complaint seeks, inter
alia, an injunction against the Company's and GEC's use of the term "Global
Electric", committing unfair trade practices, requiring delivery by the Company
to the plaintiff of all materials of any type referring to "Global Electric" and
assignment of the Internet domain name, globalelectric.com. The complaint also
seeks an accounting for unspecified damages sustained by the plaintiff and for
Whistler's profits, with an order that the amount of damages be increased three
times the amount thereof, as well as attorneys' fees. We have changed the name
of the former Global Electric subsidiary to Global Hybrid, and the Global
Electric domain name is not being used.

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.
Although the action has been filed, service has not yet been effected on
defendants, and no answer or other pleading has been filed by defendants.

Michael McGee Suit

        On April 13, 2005, the Company filed a Complaint in the Los Angeles
County Superior Court against Michael McGee (Case No. BC330649). The action
seeks compensatory and punitive damages based on fraud and breach of contract
against Michael McGee. Although the action has been filed, service has not yet
been effected on defendant, and no answer or other pleading has been filed by
defendant


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

No matters were submitted to our security holders for a vote during the fourth
quarter of our fiscal year ending January 31, 2004.




                                       14
<PAGE>


                                     PART II

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 the high and low closing prices of our common shares
traded on the OTC Bulletin Board:

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

March 4, 2002 to April 30, 2002              no trades
May 1, 2002 to July 31, 2002                 $1.07             $0.20
August 1, 2002 to October 31, 2002           $1.01             $0.08
November 1, 2002 to January 31, 2003         $0.14             $0.08
February 1, 2003 to April 30, 2003           $0.30             $0.08
May 1, 2003 to July 10, 2003                 $0.29             $0.08
July 11, 2003 to July 31, 2003*              $4.00             $1.29
August 1, 2003 to October 31, 2003           $7.00             $3.65
November 1, 2003 to January 31, 2004         $8.50             $3.65
February 1, 2004 to March 9, 2004            $12.35            $7.90
March 10, 2004 to April 30, 2004**           $7.39             $3.45
May 1, 2004 to July 31, 2004                 $17.15            $6.18
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***     $13.45            $8.18
February 1, 2005 to February 28, 2005        $9.55             $8.64
March 1, 2005 to March 8, 2005****           $9.00             $6.50
March 9, 2005 to April 30, 2005*****         $7.66             $3.85


-------------
* Following ten-for-one reverse split effective July 11, 2003 ** Following
three-for-one forward split effective March 10, 2004 *** Following three-for-one
forward split effective November 19, 2004 **** Following the one-for-ten stock
dividend effective February 28, 2005 ***** Following the one-for-ten reverse
split effective March 9, 2005

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 April 29, 2005, we had 58 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 OfferingPrice/
                                                                                 Underwriter   Underwriting Discounts
--------------       ----------------                   ----------             -------------   ----------------------
<S>                  <C>                              <C>                       <C>            <C>
April 15, 2002       40,000,000 shares of Common      Salim S. Rana                 NA          $.01 per share/NA
                     Stock issued to the vendor of    Investments Corp.
                     the  Azra Shopping Center.*
--------------       -----------------------------    -----------------        --------------  ----------------------

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*
--------------       -------------------------------  -----------------        --------------  ----------------------

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

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

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


3/16/04              141,177 shares of Common Stock   Private Investor             NA           $4.25 per share/NA

--------------       -------------------------------  -----------------        --------------  ----------------------

2/10/05              90,000,000 shares of Common Stock Sterling Capital, Inc.       NA          $2.17 per share/NA
                     issued to a Trustee to secure
                     the Company's obligations to
                     Sterling Capital, Inc. under
                     Loan Agreement dated February
                     20, 2004
--------------       -------------------------------  -----------------        --------------  ----------------------
</TABLE>

*These shares were issued pursuant to Section 4(2) of the Securities Act to a
limited number of indivicuals and are restricted shares as defined in the
Securities Act. With regard to the shares issued to Salim S. Rana Investments
Corp. ("SSRIC"), the vendor of the Azra Shopping Center, SSRIC is owned by one
individual, Salim R. Rana, an accredited investor, and that therefore the
transaction was 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 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.


                                       16
<PAGE>

Securities Authorized for Issuance under Equity Compensation Plans


         The following table sets forth 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))
------------------------------- ---------------------------- --------------------------   -------------------------
<S>                                       <C>                           <C>                            <C>
Equity compensation plans
approved by security holders
------------------------------- ---------------------------- --------------------------   -------------------------
Equity compensation plans not
approved by security holders              19,708                        $.83                          -0-
------------------------------- ---------------------------- --------------------------   -------------------------
Total                                     19,708                        $.83                          -0-
------------------------------- ---------------------------- --------------------------   -------------------------
</TABLE>


                                       17
<PAGE>

2003 and 2005 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.

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.


                                       18
<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 January 31, 2005

We  incurred  a net loss of  $12,586,255 for the year  ended  January  31,  2005
including $7,071,467 in stock based compensation relating to our grant of stock
options to consultants during the year, license fee and permit expense of
$2,070,853, management and consulting fees of $1,339,114, general and
administrative costs of $1,609,373, professional fees of $266,005, and interest
expense of $203,834. The stock based compensation of $7,071,467 is based on
granting of 855,000 options (adjusted for two 3:1 forward splits effective March
10, 2004 and November 19, 2004, and the one-for-ten reverse stock split
effective March 9, 2005) with an exercise price of $.83 (split adjusted).

Our net loss for the  twelve-month  period  ended  January  31,  2005  increased
substantially from the comparative period in fiscal 2004 (from $5,261,224 in
2004 to $12,586,255 in 2005). This was primarily due to the previously mentioned
stock based compensation in 2005 recorded at $7,071,467 and 2005 license and
permit fee expense of $2,070,853, compared with $4,394,000 and $443,400,
respectively, in those categories in 2004, and increases in administrative costs
from $97,515 in 2004 to $1,609,373 in 2005, and management and consulting fees
from $178,996 in 2004 to $1,339,114 in 2005, resulting from a general increase
in our business activities. We also incurred interest expense of $203,834
related to the Sterling Capital $3,000,000 loan and on amounts owing on overdue
notes payable to related parties.


PLAN OF OPERATION

During the period since inception on April 12, 2000 to January 31, 2005, we have
incurred operating losses aggregating $18,632,614. At January 31, 2005, we had a
working capital deficiency of $2,029,494 and a stockholders' deficit of
$4,850,707.

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 January 31, 2005, we had cash on hand of $103,718. Our liabilities at the
same date totaled $5,168,948. We anticipate that our license fee expense to
acquire the licenses from RV Systems, Inc. will be in excess of $2,200,000, if
we secure rights to all licensed products. We do not have sufficient cash on
hand to meet these anticipated obligations.


                                       19
<PAGE>

Distribution and Licensing Agreement With RV Systems, Inc.

         On October 21, 2003, we entered into the new License Agreement with RV
Systems for the worldwide arena (with the exception of India for the two- and
three-wheeled vehicle technology) to sell, distribute and/or manufacture (or
arrange for the sale, distribution or manufacture of) specified products
utilizing the portable power systems (the "Licensed Technologies"), developed by
Lithium House. Lithium House is an affiliate of RV Systems, and has licensed all
product development to RV Systems for products and applications of portable
power systems utilizing Lithium House's proprietary lithium battery technology.
The License Agreement with RV Systems covers Licensed Technologies in three
separate product groups: two- and three-wheeled vehicles to be manufactured and
sold in all countries of the world except India; lawn and garden equipment to be
manufactured and sold in all countries of the world; and NEV's to be
manufactured and sold in all countries of the world.

         Subject to the terms of the License Agreement, RV Systems, as Licensor,
has granted to us, during the term of the License Agreement, and upon the terms
and conditions set forth in the License Agreement, a non-assignable right and
license to market, sell, manufacture, and distribute the Licensed Technologies
in all countries of the world, with the exception of India for two- and
three-wheeled vehicles. We have the right, upon receipt of written approval and
due diligence by the Licensor, to sublicense any of the rights and licenses
granted in the License Agreement to or enter into distribution agreements with
third parties ("Sublicensees") with the written consent of Licensor to the
sublicense or distribution agreement and the approval of Licensor of the related
agreement or agreements with the particular Sublicensee, which consent or
approval shall not unreasonably be withheld.

         The term of the License Agreement commenced on October 21, 2003, and
continues for a period of five License Years. NEV's were added to the Licensed
Technologies on November 14, 2003. The term is automatically renewed for three
succeeding License Years unless earlier terminated by either party upon not less
than 90 days prior written notice to the other of intent to terminate.

The Company is required to pay the Licensor the technology payments (the
"Technology Payments") (to be paid to Lithium House) as specified in the License
Agreement ($100,000 for two- and three-wheeled vehicles, and $50,000 for lawn
and garden equipment) to be paid on or before October 31, 2003. For NEV's we are
required to pay $250,000 no later than December 31, 2003, with a weekly minimum
of $15,000. We are also required to pay Licensor product development payments of
$400,000, on or before December 31, 2003, with a weekly minimum of $15,000, for
two- and three-wheeled vehicles; $200,000 for lawn and garden equipment, on or
before December 31, 2003, with a weekly minimum of $15,000; and $1,000,000,
payable no later than March 31, 2004, with a weekly minimum of $35,000 for NEV's
("Product Development Payments"). We have signed additional amendments to the
License Agreement as of January 5, February 2 and March 20, 2004, covering power
systems for watercraft, solar houses and lithium battery power packs,
respectively. These additional agreements require Technology and Product
Development Payments of $2,500,000 ($250,000 for watercraft, due no later than
March 31, 2004; $2,000,000 for solar houses, $500,000 of which was payable no
later than March 31, 2004, and $1,500,000, due no later than October 31, 2004;
and $250,000 for lithium battery power packs, $50,000 of which was payable no
later than June 30, 2004 and $200,000 of which was payable no later than
September 30, 2004. As of January 31, 2005, we had paid approximately $2,300,000
in license fees as of that date. Total license fees payable under the License
Agreement and amendments are $4,500,000, leaving approximately $2,200,000in
license fees payable subsequent to January 31, 2005.


                                       20
<PAGE>

Pursuant to a letter agreement dated February 3, 2004, Hybrid Technologies was
required to pay to RV Systems, Inc. a minimum of $35,000 per week,
notwithstanding any payments required under licensing agreements. This letter
agreement was supplemented by a letter from RV Systems dated May 10, 2005,
confirming that RV Systems has received all of the Technology Payments
($1,000,000) and the two and three wheel Product Development License payments
have been paid in full as of January 31, 2005. The letter further states that
all licenses under the licensing agreements are in good standing.


Commercial Initiatives

We  have  commercial initiatives  in  China  with  Geely  Corporation.  The
proposed joint venture agreement with Geely has been drafted. The  party to the
agreement for Hybrid Technologies would be a Chinese company owned by a Hybrid
Technologies Hong Kong subsidiary. The Chinese company is in the process of
being formed. We have completed two prototypes, the E-Cobra and the Jin Bike.
Geely has given us prices to convert motorbikes and for the molding, and we plan
to send them a purchase order. We plan to use the bikes for beta testing in the
United States and China for rentals and other niche markets. We are in
discussions with Loveson of Bombay, India, for the manufacture of bicycles to be
converted into electric bikes. We have also delivered a prototype to the U.S.
Navy, and have delivered a prototype "R-Car" to Cinema Vehicles. We have
converted a prototype 2004 Chrysler PT Cruiser pursuant to a letter received
from the City of Austin, relating to the conversion of vehicles for the City of
Austin, TX, and have displayed the vehicle at the CES tradeshow in Austin. We
are constructing a lithium power solar house in Van Nuys, California. For a
discussion of our commercial initiatives, please refer to "Current Joint Venture
Negotiations in Progress" above under "Item 1. Description of Business".


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. We expect to finance
operations through the sale of equity in the foreseeable future as we do not
receive 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 is Sterling Capital, Inc., and
the loan is collateralized by 9,000,000 shares of restricted common stock (split
adjusted).

         We have raised equity capital through issuances of common stock and
debt. During the year ended January 31, 2005, we received proceeds of $925,295
from the exercise of stock options and $50,000 from the issuance of common
stock.

         At January 31, 2005, we had $103,718 cash on hand. Our ability to raise
additional capital is affected by trends and uncertainties beyond our control.

                                       21
<PAGE>

         Our current operating funds are less than necessary to complete the
license payments to RV Systems for commercialization of products utilizing
Lithium House portable power systems under the License Agreement, and therefore
we will need to obtain additional financing in order to complete our business
plan. Our business plan will require substantial additional financing in
connection with the initial commercialization of the products under the License
Agreement. We anticipate that our license fee expense to acquire the licenses
from RV Systems, Inc. will be in excess of $2,200,000, if we secure rights to
all licensed products, and 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.

         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.



                                       22
<PAGE>

ITEM 7. FINANCIAL STATEMENTS.









                            HYBRID TECHNOLOGIES, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                January 31, 2005










                                       23
<PAGE>


                            Hybrid Technologies, Inc.
                          (A Development Stage Company)

                          Index to Financial Statements

Report of Independent Auditors                                             25

Balance Sheets as of January 31, 2005 and January 31, 2004                 26

Consolidated Statements of operations for the years ended
January 31, 2005 and January 31, 2004                                      27

Consolidated Statements of stockholders' (deficit) for the period
from February 1, 2003 to January 31, 2005                                  28

Consolidated Statements of cash flows for the years ended
January 31, 2005 and January 31, 2004 and for the period from
Inception through January 31, 2005                                         29


Notes to the financial statements                                          30





                                       24
<PAGE>

             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. as of January 31, 2005 and 2004, and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
ended January 31, 2005 and 2004 and from April 12, 2000 (Inception) through
January 31, 2005. 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 January 31, 2005 and 2004, and the results of consolidated operations
and cash flows for the years ended January 31, 2005 and 2004, and from April 12,
2000 (Inception) through January 31, 2005 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 $18,746,363 from April
12, 2000 (Inception) through January 31, 2005. At January 31, 2005, current
liabilities exceeded current assets by $2,029,494 and total liabilities exceeded
total assets by $4,848,227. These factors, and others 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
May 21, 2005


                                       25
<PAGE>

HYBRID TECHNOLOGIES, INC.
(formerly Whistler Investments, Inc.)
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED BALANCE SHEETS
JANUARY 31,

<TABLE>
<CAPTION>
  ASSETS                                                                              2005            2004
-----------------------------------------------------------------------------------------------------------------

<S>                                                                             <C>                  <C>
Current assets:
 Cash                                                                           $    103,718         $    169,428
 Accounts receivable                                                                   5,696                    -
 Inventory                                                                            18,903                    -
 Other current assets                                                                 11,137                    -
                                                                                ------------         ------------
                         TOTAL CURRENT
                         ASSETS                                                      139,454              169,428

Property and equipment, net                                                           27,596                3,219
Other assets                                                                         153,671                    -
                                                                                ------------         ------------
                                                                                $    320,721         $    172,647
                                                                                ============         ============

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

Current liabilities:
 Note payable                                                                   $     80,000         $          -
 Current portion of long-term debt                                                         -                    -
 Accounts payable and accrued expenses                                               503,181              133,017
 Advances from related parties                                                     1,585,767              562,188
                                                                                ------------         ------------
                         TOTAL CURRENT
                         LIABILITIES                                               2,168,948              695,205


Long-term debt                                                                     3,000,000                    -

Commitments and contingencies                                                              -                    -

Minority interest                                                                      2,480                    -

Stockholders' deficit
 Preferred stock, $.001 par value, 5,000,000 shares authorized,
  no shares issued                                                                         -                    -
 Common stock, $.001 par value, 27,000,000 authorized
  6,804,133 shares issued and outstanding in 2005
  6,125,183 shares issued and outstanding in 2004                                      6,804                6,125

 Additional paid in capital                                                       13,888,852            5,947,425

 Deficit accumulated during the development stage                                (18,746,363)          (6,160,108)
                                                                                ------------         ------------
                                                                                  (4,850,707)            (206,558)

Less subscriptions receivable                                                              -              (50,000)

Less deferred compensation                                                                 -             (266,000)
                                                                                ------------         ------------
                                                                                  (4,850,707)            (522,558)
                                                                                ------------         ------------
                                                                                $    320,721         $    172,647
                                                                                ============         ============
</TABLE>

SEE NOTES TO THE FINANCIAL STATEMENTS




                                       26


<PAGE>

HYBRID TECHNOLOGIES, INC.
(formerly Whistler Investments, Inc.)
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                        Year ended                    Inception
                                                                               --------------------------------        through
                                                                               January 31,         January 31,        January 31,
                                                                                  2005                2004               2005
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>                    <C>
Costs and expenses:

  General and administrative                                                   $  1,609,373        $    116,239           1,780,432
  Management and consulting fees                                                  1,339,114             178,996           1,532,110
  License and permits                                                             2,070,853             443,400           2,514,253
  Other professional fees                                                           266,005              87,635             428,074
  Research and development                                                           66,822              20,268              87,090
  Stock-based compensation                                                        7,071,467           4,394,000          11,465,467
                                                                               ------------        ------------        ------------
                         (loss from operations)                                 (12,423,634)         (5,240,538)        (17,807,426)

Other income (expense)
  Interest                                                                         (203,834)            (24,070)           (114,155)
  Other income                                                                       24,493               3,384              29,271
                                                                               ------------        ------------        ------------

                         Net (loss) before discontinued
                         operations and minority interest                      $(12,602,975)       $ (5,261,224)       $(17,892,310)

                         Loss from discontinued
                         operations                                                      --                  --            (757,024)
                                                                               ------------        ------------        ------------
                                                                                (12,602,975)         (5,261,224)        (18,649,334)

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

                         Net loss                                               (12,586,255)       $ (5,261,224)       $(18,632,614)
                                                                               ============        ============        ============

 Net (loss) per share before discontinued operations                           $      (2.20)       $      (1.05)

(Loss) per share from discontinued operations                                  $         --        $         --
                                                                               ------------        ------------
 Net (loss) per share, Basic and Fully diluted                                 $      (2.20)       $      (1.05)
                                                                               ============        ============

Weighted number of shares                                                         5,725,500           5,006,700
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS

                                       27
<PAGE>

HYBRID TECHNOLOGIES, INC.
(formerly Whistler Investments, Inc.)
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)

<TABLE>
<CAPTION>
                                                                            Deficit
                                                                          Accumulated
                                     Common stock             Additional   during the
                               --------------------------      Paid-in     Development   Subscription      Deferred
                                  Number        Amount         Capital        Stage       receivable    compensation       Total
                               ------------  ------------   ------------  ------------   ------------   ------------   ------------
<S>                               <C>        <C>            <C>           <C>            <C>            <C>            <C>
Balance February 1, 2003          4,360,500  $      4,361   $    490,939  $   (898,884)  $         --   $         --   $   (403,584)

Issuance of common stock
  for cash                           42,533            42        199,958            --        (50,000)            --        150,000

Exercise of options
  split adjusted                    707,400           707        588,793            --             --             --        589,500

Non-cash issuance of stock        1,012,500         1,013         (1,013)           --             --             --             --

Expense paid with stock               2,250             2          8,748            --             --             --          8,750

Non-employee stock-based
  compensation                           --            --      4,660,000            --             --     (4,660,000)            --

Amortization of deferred
  stock compensation                     --            --             --            --             --      4,394,000      4,394,000

Net loss for the year                    --            --             --    (5,261,224)            --             --     (5,261,224)
                               ------------  ------------   ------------  ------------   ------------   ------------   ------------

     Balance January 31, 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            --             --             --             --

Non-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)
                               ============  ============   ============  ============   ============   ============   ============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                       28
<PAGE>

HYBRID TECHNOLOGIES, INC.
(formerly Whistler Investments, Inc.)
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          Year ended                  Inception
                                                                              ------------------------------------     through
                                                                                January 31,        January 31,       January 31,
                                                                                    2005              2004               2005
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>                 <C>
Cash (used in) Operating Activities:
Net (loss) for the period                                                      $(12,586,255)       $ (5,261,224)       $(18,604,756)
Adjustments to reconcile net (loss) to cash
  Depreciation                                                                        3,718               2,420               9,529
  Amortization                                                                      356,000                  --             356,000
  Minority interest in loss                                                         (16,720)                 --             (16,720)
  Stock-based compensation                                                        7,071,467           4,394,000          11,464,787
  Increase in accounts receivable                                                    (5,696)
  Increase in inventories                                                           (18,903)
  Increase in prepaid expenses and other assets                                     (11,137)                 --             (15,742)
  Increase in accounts payable and accrued expenses                                 370,164             102,551             334,521
  Expense settled with the issuance of stock                                             --               8,750               8,750
  Contributed expenses                                                                   --                  --               6,000
  Write off of mineral property                                                          --                  --               5,150
  Loss from discontinued operations                                                      --                  --             757,024
                                                                               ------------        ------------        ------------
              CASH (USED IN) OPERATING ACTIVITIES                                (4,837,362)           (753,503)         (5,695,457)

Cash (used in) Investing Activities:
Increase in other assets                                                           (160,420)                 --            (160,420)
Purchase of mineral property                                                             --                  --              (5,150)
Purchase of property and equipment                                                  (11,479)                 --             (21,309)
                                                                               ------------        ------------        ------------
              CASH (USED IN) INVESTING ACTIVITIES                                  (171,899)                 --            (186,879)

Cash provided by Financing Activities:
  Sale of minority interest in subsidiaries                                          19,200                  --              19,200
  Proceeds from the exercise of stock options                                       925,295             589,500           1,514,795
  Collection of stock receivable                                                     50,000                  --              50,000
  Proceeds from the issuance of debt                                              2,920,000                  --           2,920,000
  Advances from related parties                                                   1,029,056             183,327           1,234,219
  Proceeds from the issuance of common stock                                             --             150,000             239,300
                                                                               ------------        ------------        ------------
              CASH PROVIDED BY FINANCING ACTIVITIES                               4,943,551             922,827           5,977,514

Net increase (decrease) in cash                                                     (65,710)            169,324              95,178

Cash at beginning of period                                                         169,428                 104                  --
                                                                               ------------        ------------        ------------
Cash at end of period
                                                                               $    103,718        $    169,428        $     95,178
                                                                               ============        ============        ============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                       29
<PAGE>

NOTE 1.  NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND HISTORY

Hybrid Technologies, Inc., Inc. (formerly Whistler Investments, Inc.) was
incorporated under the laws of the State of Nevada, April 12, 2000. The Hybrid
Technologies, Inc.'s (the Company) original business was the exploration and
development of mineral interests. The Company abandoned these interests in 2003.
The Company does not have any operating business and is classified as a
development stage company.

The Company is currently pursuing the development and marketing of electric
powered vehicles and products which would be the application of advanced lithium
battery technology developed by Lithium House.

On January 19, 2004 the Company entered into an agreement and a Registration
Rights Agreement (the Agreement) with Duchess Private Equities Fund, L.P.
(Duchess). Under the terms of the agreement, the Company may periodically "put"
or require Duchess to purchase shares of common stock at below market prices in
exchange for the utilization of a ten million dollar equity line of credit. The
Agreement required the Company to file an SB-2 with the Securities Exchange
Commission to register for resale by Duchess shares of common stock purchased.
The registration statement was required to be filed thirty days after the
January 31, 2004 audited financial statements were completed. The registration
statement has not been completed.

BASIS OF CONSOLIDATION
The consolidated financial statements included the accounts and records of the
Company and its wholly owned subsidiary WhistlerTel, Inc. and its majority
controlled subsidiaries, Global Electric, 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:

                  WhistlerTel, Inc.                       100.00%
                  Global Electric, Corp.
                  (consolidated)                           67.60%
                  R Electric Car, Co.                      71.40%
                  Solium Power, Corp                       71.40%

ESTIMATES
The preparation of financial statements prepared in accordance with the
accounting standards generally accepted 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.

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.

Licensing fees
Licensing fees related to Product Licensing Agreements are expensed as incurred.

                                       30
<PAGE>

NOTE 1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES - CONTINUED

SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Accounts receivable
At December 31, 2004, management considers all accounts fully collectable and no
allowance for doubtful accounts has been provided.

Inventories
Inventories are stated at the lower of cost or market. Cost is based on the
specific identification method.

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

                                                             Lives
                                                     -----------------------
                  Furniture and fixtures                    10 years
                  Purchased software                       3-5 years
                  Computers                                  5 years

Amortization
Amortization of financing costs included in other assets are amortized over the
life or the related loan , two years.

Stock based compensation
The Company accounts for stock-based awards using the intrinsic value method of
accounting in accordance with Accounting Principles Board Opinion No. 25.
"Accounting for Stock Issued to Employees" (APB 25). Under the intrinsic value
method of accounting, compensation expense is recorded when the exercise price
of the stock is less than the market price of the underlying common stock at the
date of the grant.

Statement of Financial Accounting Standards No.123, "Accounting for Stock-Based
Compensation, " (SFAS 123) established a fair value based method of accounting
for stock-based awards. Under the provisions of SFAS 123, companies that elect
to account for stock-based awards in accordance with the provisions of APB 25
are required to disclose pro-forma net income (loss) that would have resulted
from the use of the fair value method under SFAS 123.

The Company has recorded stock-based compensation expense in accordance with APB
25 and adopted the disclosure provisions only of SFAS 123.

Income taxes
Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities recognized for future tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and operating loss and tax
credit carry forwards. Deferred tax assets and credits are measured using
enacted tax rates expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the
consolidated financial statements in the period that includes the enactment
date.

                                       31
<PAGE>

NOTE 1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES - CONTINUED

SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Financial instruments
The fair value of accounts receivable, payable and accrued expenses approximates
fair value based on their short maturities.

Comprehensive income (loss)
The Company reports comprehensive income (loss) in accordance with the
requirements of Statement of Financial Accounting Standards No. 130. For the
years ended January 31, 2005 and 2004 and inception through January 31, 2005
there are no differences between net income (loss) and comprehensive income
(loss).

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.

Research and development costs
Research and development costs are charged to expense as incurred.

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 January 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No.132 "Employers'
Disclosures about Pensions and Other Post-Retirement Benefits", an amendment of
FASB statements No. 87, 88 and 106. The Statement revises employers' disclosures
about pension plans and other post retirement benefit plans. Management does not
believe this pronouncement will have any effect on the financial statements of
the Company. In November 2004, the FASB issued SFAS No. 151, "Inventory Costs an
Amendment of Accounting Research Bulletin No.43, Chapter 4." This statement
provides clarification for the accounting of abnormal idle facility expense,
freight handling costs, and waste materials. This statement is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
Management does not believe this pronouncement will have any effect on the
financial statements of the Company.

                                       32
<PAGE>

NOTE 1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES - CONTINUED

SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Recently issued pronouncements - continued
In December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67." This
statement references financial accounting and reporting guidance for real estate
time- sharing transactions that is provided in AICPA Statement of Position
04-02, "Accounting for Real Estate Time-Sharing Transactions". This statement
also states that the guidance for incidental operations and costs incurred to
sell real estate projects does not apply to real estate time-sharing
transactions. This statement is effective with fiscal years beginning after June
15, 2005. Management does not believe that this statement will have any material
effect on its real estate operations.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets
- an amendment of Accounting Principles Board Opinion No. 29." This statement
eliminates the exception for non-monetary exchanges of similar productive assets
and replaces it with a general exception for the exchange of non-monetary assets
that do not have commercial substance. A non-monetary exchange has commercial
substance, if the future cash flows of the entity are expected to significantly
change as a result of the exchange. This statement is effective for non-monetary
exchanges occurring in fiscal years beginning after June 15, 2005. Management
does not believe the application of this pronouncement will have any material
effect on the financial statements of the Company.


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 the Company's ability to establish a viable business.


NOTE 3. BUSINESS COMBINATION

Effective December 3, 2004, Whistler Tel, Inc. 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 has
been 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.

                                       33
<PAGE>

NOTE 3. BUSINESS COMBINATION - CONTINUED

Trade Winds had no operations prior to January 31, 2004, Accordingly, the
following unaudited pro-forma summary statement of operations gives effect to
the Tradewinds came into existence;

     Year ended January 31, 2005 (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    Pro-forma            Pro-forma
                                                                                As reported         adjustments            (loss)
                                                                               ------------        ------------        ------------
<S>                                                                            <C>                 <C>                 <C>
Costs and expenses:                                                            $(12,423,635)       $    (97,311)       $(12,520,946)
Other income (expense)
   Interest                                                                        (203,834)                 --            (203,834)
  Other income                                                                       24,494              29,077              53,571
                                                                               ------------        ------------        ------------
Net (loss) before discontinued operations
   and minority interest                                                        (12,602,975)            (68,234)        (12,671,209)
Loss from discontinued operations                                                        --                                      --
Minority interest in net loss                                                        16,720                                  16,720
                                                                               ------------        ------------        ------------
Net loss                                                                       $(12,586,255)       $    (68,234)       $(12,654,489)
                                                                               ============        ============        ============
</TABLE>

NOTE 4. PROPERTY AND EQUIPMENT

At January 31, property and equipment consists of:

<TABLE>
<CAPTION>
                                                                                                     2005                 2004
                                                                                                 ------------         ------------
<S>                                                                                              <C>                  <C>
                  Furniture and fixtures                                                         $      4,819         $      4,819
                  Software costs                                                                       28,095                   --
                  Computer equipment                                                                    5,211                5,211
                                                                                                 ------------         ------------

                                                                                                       38,125               10,030
                  less accumulated
                  depreciation                                                                        (10,529)              (6,811)
                                                                                                 ------------         ------------
                                                                                                 $     27,596         $      3,219
                                                                                                 ============         ============
</TABLE>

NOTE 5. OTHER ASSETS

At January 31, other assets consist of:

<TABLE>
<CAPTION>
                                                                                                      2005                2004
                                                                                                  ------------        ------------
<S>                                                                                               <C>                 <C>
                  Deferred financing costs                                                        $    240,000        $         --
                  less accumulated amortization                                                        (90,000)                 --
                                                                                                  ------------        ------------
                                                                                                       150,000                  --

                  Deposits                                                                               3,671                  --
                                                                                                  ------------        ------------
                                                                                                  $    153,671        $         --
                                                                                                  ============        ============
</TABLE>

                                       34
<PAGE>

NOTE 6. ADVANCES FROM RELATED PARTIES AND RELATED PARTY TRANSACTIONS

During the year ended January 31, 2004, the Company received advances from
related parties totaling approximately $1,235,000 for the payment of day-to-day
operating expenses. Del Mar Venture Corp. is owned by Aarif Jamani, a major
shareholder and Ms. Roseberry is a shareholder and an officer.

Advances from related parties at January 31, consist of:

<TABLE>
<CAPTION>
                                                                                                2005                        2004
                                                                                             ----------                  ----------
<S>                                                                                          <C>                         <C>
                  Advance from Del Mar Venture Corp                                          $1,580,974                  $  551,362

                  Advance from Holly Roseberry                                                    4,793                      10,826
                                                                                             ----------                  ----------
                                                                                             $1,585,767                  $  562,188
                                                                                             ==========                  ==========
</TABLE>

The above 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 major
stockholder of the Company.

NOTE 7.  NOTE PAYABLE

The note payable at January 31, 2005 consists of:

<TABLE>
<S>                                                                                       <C>
                  10% note payable to the former member
                  of Trade Winds Telecom, LLC, a company
                  related by certain common ownership, (SEE NOTE 3.)                      $    80,000
                                                                                          ===========
</TABLE>

NOTE 8.  LONG-TERM DEBT

Long-term debt at January 31, 2005 consists of:

<TABLE>
<S>                                                                                       <C>
                  5% note payable to Sterling Capital, Inc.
                  payable in April, 2006, collateralized by
                  90,000,000 shares of the Company's common stock                         $ 3,000,000
                                                                                          ===========
</TABLE>

The following is a schedule by year of required debt maturities

<TABLE>
<S>                                                                                       <C>

                                                     Year ended January 31,  2006         $        --
                                                                             2007           3,000,000
                                                                                          -----------
                                                                                          $ 3,000,000
                                                                                          ===========
</TABLE>

                                       35
<PAGE>

NOTE 9. STOCKHOLDERS' (DEFICIT)

On March 10, 2004, the Board of Directors authorized a three for one (3-1) stock
split of the Company's common stock. Additionally, on November 19, 2004, the
Board authorized an additional three for one (3-1) split of its common stock.
All disclosures of stock have been restated to give effect to the stock splits.


During the year ended January 31, 2004:

              The Company issued 1,012,500 of restricted common shares to RS
              International Consultants, GMBH, ("RS") an international business
              consulting company pursuant to a $5,000,000 financing agreement.
              The financing agreement did not close and the shares were returned
              in May 2004.

              The Company issued 42,533 shares for $150,000 cash and a $50,000
              receivable. The receivable was collected during the year ended
              January 31, 2005.

              The Company issued 2,250 shares for consulting services with a
              deemed market value of $8,750.

              The Company issued 707,400 shares resulting from the exercise of
              stock options totaling $589,500.


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 $925,295

              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.

Subsequent to year end, in February, 2005, the Board of Directors authorized a
one for ten (10%) stock dividend. The stock dividend has been reflected in the
accompanying Statement of Stockholders' Deficit. On March 9, 2005, the Board
authorized a one for ten (1-10) reverse stock split. The financial statements
have been adjusted to give retroactive effect to this split as had it occurred
on February 1, 2003.

                                       36
<PAGE>

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 stock option activity is follows:

<TABLE>
<CAPTION>
                                                                             Weighted average
                                                                                 exercise
                                                                  shares       price share
                                                                ------------ ----------------
<S>                                                               <C>            <C>
                   Balance February 1, 2003                       1,800,000      $ 0.083
                   Options granted                                 -945,000      $0.083
                   Options cancelled/expired                             --
                                                                -----------
                   Balance January 31, 2004                         855,000      $0.083
                   Options granted                                 -855,000      $0.083
                   Options cancelled/expired                             --
                                                                -----------
                   Balance January 31, 2005                              --
                                                                ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                 Number of
                                                                  shares
                                                                ------------
<S>                                                               <C>
                   Options granted                                  945,000
                   Options exercised during the year
                     ended January 31, 2004                        -707,400
                   Options granted during the year
                     ended January 31, 2005                         855,000
                     ended January 31, 2005                      -1,072,892

                                                                -----------
                   Unexercised options                               19,708
                                                                ===========
</TABLE>

In connection with the grant of certain options to employees during the year
ended January 31, 2004, the Company reported deferred stock compensation of
$4,660,000, representing the difference between the intrinsic value of the
common stock and the exercise price at the date of the grant. The deferred
compensation is presented as a reduction of the stockholders' equity and
amortized over the vesting period of stock options on a straight-line basis.
During the year ended January 31, 2004, the Company amortized $4,394,000 of
deferred compensation that had been recorded as stock-based compensation and
charged to operations. 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 grant 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.


                                       37
<PAGE>

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>
Year ended January 31,                                                                            2005                      2004
                                                                                             ------------              ------------
<S>                                                                                          <C>                       <C>
Net (loss) as reported                                                                       $(12,586,255)             $ (5,261,224)
Add stock based loss compensation included
in net loss                                                                                     7,071,467                 4,394,000
Deduct stock-based compensation determined
under fair value method                                                                        (7,071,467)               (4,439,960)
                                                                                             ------------              ------------
Pro-forma net (loss)                                                                         $(12,586,255)             $ (5,307,184)
                                                                                             ============              ============


Net loss per share (basic and diluted) as reported                                           $      (2.20)             $      (1.05)

Net loss per share (basic and diluted) pro-forma                                             $      (2.20)             $      (1.05)
</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 year ended January 31, 2004, the fair value of
the options granted using Black Scholes was determined using the following
assumptions.

<TABLE>
<S>                                                              <C>
                  Expected dividend yield                           0%
                  Risk-free interest
                  rate                                             1-5%
                  Expected volatility                              100%
                  Expected life from the vesting date             1 year
</TABLE>

NOTE 11. COMMITMENT AND CONTINGENCIES

LICENSING AGREEMENTS
On October 21, 2003 the original licensing agreement that the Company had
entered into with Nu Age Electric in June 2003 was terminated. At the same time
the Company entered into its current licensing agreement 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. The agreement is for five years and
automatically renews for three years unless terminated by either party with a
ninety day written notice.

The Company is required to pay to the Licensor various payments based on the
sale of various products. Pursuant to a letter agreement dated February 3, 2004,
the Company is required to pay a minimum licensing fee of $35,000 per week
($1,820,000 annually).


                                       38
<PAGE>

NOTE 11. COMMITMENT AND CONTINGENCIES - CONTINUED

Remaining minimum annual payments at January 31, 2005 under the terms of the
February 23, 2004 letter are as follows:

<TABLE>
<S>                                                     <C>
                   Year ending January 31, 2006         $1,820,000
                                           2007            416,600
                                                        ----------
                                                        $2,236,600
                                                        ==========
</TABLE>

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 the above 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 Planet Electric, Inc. The Company
is unable at this time to determine the ultimate outcome of this matter.

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 July 2004 the Company received a request for voluntary production of
documents and information related to a Securities and Exchange Commission (SEC)
informal inquiry. The documents requested include those related to the issuance
of stock and its major corporate transactions, including the Queen's mineral
property and Azra shopping (discontinued in the year ended January 31, 2003) and
its current licensing agreements with RV Systems. Additionally, agreements with
the Company's consultants and related parties potential partners and joint
venturers was requested. The Company is fully co-operating in response to the
document request.

LEASES
The Company leases office space under operating leases with terms of one year or
less.


NOTE 12. INCOME TAXES

The Company has deferred tax assets of approximately $6,000,000 as a result of
the net operating losses incurred through January 31, 2005. These deferred tax
assets are reduced by a valuation allowance in an equal amount due to the
uncertainty as to whether the net operating losses will be utilized.


                                       39
<PAGE>

NOTE 13. (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.

NOTE 14. OTHER REQUIRED CASH FLOW DISCLOSURES

<TABLE>
<CAPTION>
                                                                                                                         Inception
                                                                                                        Year ended        through
                                                                                       January 31,      January 31,      January 31,
                                                                                          2005             2004            2005
                                                                                        ---------        ---------        ---------
<S>                                                                                     <C>              <C>              <C>
Supplemental disclosures of non-cash transactions:

  Deferred financing costs acquired with debt                                           $  80,000        $      --        $  80,000

  Other current assets acquired by issuance of debt                                     $   5,633        $      --        $   4,013

  Reduction of additional paid in capital from issuance of debt                         $  74,367        $      --        $  74,367

  Net assets acquired by issuance of debt                                               $  25,344        $      --        $  25,344

  Return of common stock form cancellation of financing transaction                     $  (3,375)       $      --        $  (3,375)

  Issuance of common stock for financing transaction                                    $      --        $   3,375        $   3,375

  Assumption of mortgage payable                                                        $      --        $      --        $ 400,000

  Promissory note payable                                                               $      --        $      --        $ 377,960

  Expenses settled with stock                                                           $      --        $      --        $   8,750

  Notes and mortgages assumed in disposal of discontinued operations                    $      --        $      --        $(777,960)

Other required disclosures:

 Interest paid                                                                          $ (90,084)       $ (24,070)       $(114,154)

 Income taxes paid                                                                      $      --        $      --        $      --
</TABLE>


                                       40
<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 January 31, 2005, 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. There have been no changes in the Company's internal
controls or in other factors which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.

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 May 1, 2005
are as follows:


Name                           Age                   Office
--------------------          -----                  ------
Holly Roseberry                 53           President, Chief Executive
                                             Officer and Director
Mehboob Charania                50           Secretary, Treasurer, and
                                             Director


The following describes the business experience of our directors and executive
officers, including other directorships held in reporting companies:

Ms. Holly 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 24/7 Drycleaning
Laundromat, a private Las Vegas business. 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 was not employed from 1999-2001.

Mr. 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.


                                       41
<PAGE>

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 do not have an audit committee, although we intend to establish such a
committee, with an independent "financial expert" member as defined in the rules
of the Securities and Exchange Commission.

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.

Salim R. Rana, although not a director, officer or employee of the Company, has
worked extensively with our management and Lithium House on developing and
commercializing our electric powered vehicles and products, as well on our
negotiations with potential joint venture partners.

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 January 31, 2005 all such filing requirements
applicable to its officers and directors were complied with.


                                       42
<PAGE>

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 year ended
January 31, 2005. No other compensation was paid to any such officer or
directors other than the cash and stock option compensation set forth below.

<TABLE>
<CAPTION>
          Annual  Compensation                                          Awards                   Payouts
-------------------------------------                             ----------------------  ---------------------
<S>               <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
(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          *           ($)         ($)         ($)         ($)         SARs(#)     ($)         ($)
--------          ----        ------      -----       ------      ----------  ----------  -------     ---------
Holly   .         2005        $48,926
Roseberry         2004        $6,225
President **
</TABLE>

-----------------
* Fiscal years ended January 31, 2005 and January 31, 2004.

** 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.


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 2005, and there were no exercises of such
options during or options held at the end of such fiscal year by officers or
directors.


                                       43
<PAGE>

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 April 30, 2005 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.

All share information in the following table reflects the one-for-ten reverse
split of out common stock effective March 9, 2005.

<TABLE>
<CAPTION>
                  Name and address                   Number of Shares     Percentage of
Title of class    of beneficial owner                of Common Stock      Common Stock (1)
-------------     -------------------                ----------------     ----------------
<S>               <C>                                <C>                  <C>

Common Stock      Salim S. Rana Investments Corp.      3,621,419           21.68%
                  5001 E. Bonanza Rd., Suite
                  138-145, Las Vegas,
                  Nevada 89110 (2)

Common Stock      Holly Roseberry                         14,850             *
                  President, CEO, Director
                  5001 E. Bonanza Rd.,
                  Suite 138-145
                  Las Vegas, Nevada 89019

Common Stock      All Officers and Directors              14,850              *
                  as a Group that consists of
                  two people
</TABLE>

-------------------------

*        Less than 1%

(1) As of April 30, 2005, there were 16,704,710 shares of our common stock
issued and outstanding.

(2) Salim R. Rana controls the investment decisions and voting power of Salim S.
Rana Investments Corp.


                                       44
<PAGE>

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

Acquisition and Disposition of Azra Shopping Center

By an agreement dated April 10, 2002, we acquired from Salim S. Rana Investments
Corp., a private Nevada company ("SSRIC"), a 100% interest in the real property
and all buildings and improvements situated thereon, known as the Azra Shopping
center, located in Las Vegas, Nevada. The purchase price was $4,150,000 and was
paid as follows:

1.   We issued 40,000,000 shares of common stock for $0.01 per share;

2.   We assumed a first mortgage on the Azra Shopping Center for $3,150,000;
     and

3.   We issued a promissory note for $600,000 to SSRIC.

     The purchase of the Azra shopping center was negotiated with SSRIC and
approved by our Board, based on the Board's view of the possible value of the
Azra shopping center. The Company believes that these were arms-length
negotiations.

         We completed the acquisition through our wholly-owned subsidiary,
Whistler Commercial Holding, Inc., on April 15, 2002, with operations
transferring effective May 1, 2002.

         On January 1, 2003, we sold the Azra shopping center. In connection
with the disposition of the Azra shopping center, the Company sold the stock,
valued at $100, of Whistler Commercial Holding, Inc., the subsidiary holding
title to the property, for $100 to Kim Larsen, an unrelated third party
purchaser, as an investment property. Mr. Larson assumed the mortgage debt. The
assumption of the mortgage debt represented the purchase price negotiated for
the property, hence the minimal price attributed to the sale of the subsidiary's
stock. The Company then assumed the unpaid balance of $377,960 of the $600,000
note to SSRIC, since the Company's subsidiary was liable on this debt and the
purchaser was not willing to assume the debt to SSRIC in connection with its
purchase of the Azra property.

     The basis for the Company's decision regarding the sale of the Azra
property and the assumption of debt by the Company in connection with the sale
of this property are that the prospects for the shopping center became much less
favorable, due to the continuing economic decline following the terrorist
attacks on September 11, 2001. The vacancy rate in May 2002 was approximately
10%, and by the end of the year was about 35%. The rents had declined from
approximately $30,000 per month to approximately $26,000 per month, and the
property was losing money.

     We incurred a loss of $757,024 during the fiscal year from these
discontinued operations.

     During our fiscal year ended January 31, 2004, SSRIC advanced approximately
$175,000 additionally to the Company. We have repaid this debt and all
subsequent advances by this stockholder as of February 25, 2004.

     During the year ended January 31, 2004, interest in the amount of $24,070
relating to the Azra shopping center debt was paid to SSRIC (see Footnote 5(b)to
the Financial Statements). Since the amount due was not repaid in the required
$200,000 installments due on January 31, 2003 and January 31, 2004, the debt was
subject to simple interest at 10%; by agreement with SSRIC interest was accrued
through October 31, 2003, only and not thereafter.


                                       45
<PAGE>

     We entered into a Stock Redemption and Reissuance Agreement (the
"Redemption Agreement"), dated as of February 10, 2004, with SSRIC, our major
stockholder, pursuant to which SSRIC on February 10, 2004, contributed 1,000,000
shares of our common stock (3,000,000 shares adjusted for the three-for-one
forward split effective March 10, 2004) owned by SSRIC (the "Shares") to our
treasury. At that time, we had only 6,000 authorized but unissued shares of
common stock available for issuance upon exercise of options or for consultants
or potential private investors in the Company. Under the Redemption Agreement,
SSRIC contributed the Shares 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 Redemption Agreement, the Company was
obligated to return the Shares, at no cost, to SSRIC upon the first to occur of
the following events: (1) the return to the Company of the certificate for
3,375,000 shares of common stock held improperly by International Business
Consultants GMBH in escrow for a financing that had not closed and had no
prospect of closing, or (2) an increase in the Company's authorized common stock
of at least 3,000,000 shares as contemplated by the Company's information
statement referred to above. On May 20, 2004, International Business Consultants
GMBH redelivered to the Company the certificate for 3,375,000 shares, and our
suit against this company and others associated with it will be withdrawn. Based
on the return of these shares, on June 3, 2004, the Company reissued the
3,000,000 shares contributed to the Company's treasury by SSRIC.


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. (Filed herewith.)

        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. (Incorporated herein by
                     reference to Exhibit 4 to the Company's Registration
                     Statement on Form SB-2, filed with the Commission on
                     May 29, 2001.)


                                       46
<PAGE>

        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., filed herewith.

       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.)

       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, filed 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.)


                                       47
<PAGE>

       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.)

      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.)

      21             Subsidiaries of Registrant (Filed herewith.)

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

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

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

      32.2           Certification of Chief 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.

                                       48
<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1) Aggregate fees for the last two years:           2004-$16,450  2005-$21,000

(2) Audit related fees:                              2004- NA      2005- NA

(3) Tax fees:                                        2004- NA      2005- 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: May 23, 2005


                                       49
<PAGE>

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
       and Director)
       Date: May 23, 2005


                                       50
<PAGE>

EXHIBIT INDEX

     3.1c      Certificate of Amendment to Articles of Incorporation, filed
               effective March 9, 2005.

     4.4       Promissory Note, dated December 3, 2004, payable to Trade
               Winds Telecom, LLC.

    21         Subsidiaries of Registrant.

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

    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.