U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-K


x
            Annual
                Report Pursuant To Section 13 Or 15(d) Of The SecuritiesExchange
                Act Of 1934





For
      the
      fiscal year ended July 31, 2008





 ̈
            Transition
                Report Under Section 13 Or 15(d) Of The Securities ExchangeAct
                Of 1934





For
      the
      transition period from





COMMISSION
      FILE NUMBER:    000-33391





HYBRID
      TECHNOLOGIES, INC.


(Exact
      Name of Registrant as Specified in Its Charter)





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








4894
                Lone Mountain #168, Las Vegas NV
            
            89130(Address
                of principal executive offices)
            
            (Zip
                Code)





(702)
      425-7376


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





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.  Yes  ̈ No x





Indicate
      by checkmark if the registrant is not required to file reports to Section 13
      or
      15(d)Of the Act.   ̈ Yes x No





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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.  x Yes   ̈ No




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
      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-K
      or any amendment to this Form 10-K.  x









Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a smaller reporting company. (Check One):





Large
                accelerated filer ̈
            
            Accelerated
                filer ̈Non-accelerated
                filer ̈
            
            Smaller
                reporting companyx


(Do
      not
      check if a smaller reporting company)





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





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates as of the last business day of the registrant’s most recently
      completed second fiscal quarter was $27,988,214.




Number
      of
      shares of Common Stock outstanding as of October 15, 2008:
      23,347,257.




Documents
      incorporated by reference: None





**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-K, 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 2008, and beyond, to differ
      materially from those expressed in any forward-looking statements made by or
      on
      our behalf.




**Item
      1. Business.**





Background





Hybrid
      Technologies, Inc. ("we", “us", the "Company" or "Hybrid Technologies") was
      incorporated under the laws of the State of Nevada in April 2000. We are a
      development stage technology company. We are engaged in the development and
      marketing of electric powered vehicles and products.





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





Recent
      Developments





Effective
      April 15, 2008, we entered into two material agreements with respect to our
      subsidiary Zingo, Inc., the name of which was subsequently changed to
      Superlattice Power, Inc. (“Superlattice”).





*Sale
      of Our Subsidiary*





Pursuant
      to a Stock Purchase Agreement dated April 15, 2008 (the “Stock Purchase
      Agreement”), with Blue Diamond Investments Inc. (the “Purchaser”), at a closing
      held on April 18, 2008, we sold the 80,000,000 shares of common stock of
      Superlattice held by us to the Purchaser for $215,000. The sale price
      approximated the independent valuation of $214,921 for our interest in
      Superlattice that we received from a certified general appraiser as of December
      10, 2007. Our stockholders, at our annual meeting held on December 21, 2007,
      discussed and approved the sale of our interest in Superlattice for this price.
      Pursuant to the Stock Purchase Agreement, we also assigned to the Purchaser
      all
      receivables or debt obligations of Superlattice owing to or held by us at March
      31, 2008.


1


*License
      Agreement for Our Lithium Ion Battery Technology*





Effective
      April 15, 2008, we entered into a License Agreement (the “License Agreement”)
      with Superlattice providing for our license to Superlattice of our patent
      applications and technologies for rechargeable lithium ion batteries for hybrid
      vehicles and other applications (“Licensed Products”).





Under
      the
      License Agreement, we have the right to purchase our requirements of lithium
      ion
      batteries from Superlattice, and our requirements of lithium ion batteries
      shall
      be supplied by Superlattice in preference to, and on a priority basis as
      compared with, supply and delivery arrangements in effect for other customers
      of
      Superlattice. Our cost for lithium ion batteries purchased from Superlattice
      shall be Superlattice’s actual manufacturing costs for such batteries for the
      fiscal quarter of Superlattice in which our purchase takes place.





Superlattice
      has agreed to invest a minimum of $1,500,000 in each of the next two years
      in
      development of the technology for the Licensed Products.





Effective
      May 1, 2008, Superlattice leased approximately 5,000 square feet of space
      (“Leased Space”) in our North Carolina facility, such Leased Space to be
      suitable for, and utilized by Superlattice for, Superlattice’s developmental and
      manufacturing operations for Licensed Products pursuant to the License
      Agreement. The Leased Space is leased on a month-to-month basis at a monthly
      rental of $2,500, the monthly rental to be escalated five (5%) percent annually.
      Effective April 16, 2008, we also sold to Superlattice for the purchase price
      of
      $29,005, specified equipment and supplies related to the Licensed
      Field.





Liquidity
      and Capital Resources





As
      of
      July 31, 2008, we had cash on hand of $101,095. At that same date our
      liabilities totaled $6,685,173. During
      the period since inception on April 12, 2000 to July 31, 2008, we had incurred
      net operating losses from continuing operations totaling $50,736,407. On July
      31, 2008, we had a working capital deficit of $78,640 and a stockholders'
      deficit of $4,127,965.





We
      had
      23,347,257 shares of common stock issued and outstanding as of October 15,
      2008.
      Our common stock is traded on the OTC Bulletin Board.





General





We
      are a
      early stage technology company. We are developing and marketing electric powered
      vehicles and products.





Our
      Electric Battery Pack and Vehicle Technology





After
      the
      termination of all licensing relationships with RV Systems and Lithium
      House, our
      initial licensor of battery technology, we began developing portable battery
      power pack technology and effecting vehicle conversions from conventional power
      systems to electric power systems in our own facility which we have purchased
      in
      Mooresville, North Carolina. We have commenced marketing conversions of
      four-wheel vehicles in 2007 and 2008.


2


In
      our
      Mooresville, North Carolina, facility we have Converted and tested vehicles
      based on Chrysler PT Cruiser, Crossfire, Mini Cooper, Pontiac Vibe and Mercedes’
Smart car. We replaced the gasoline power systems with all electric power
      systems and battery management systems. We also convert some large and
      small ATV's, electric bicycles and electric scooters. We are converting
      three-wheeled vehicles, such as small ATV's and vehicles for handicapped
      persons. We are developing a rapid charge system that we anticipate reducing
      charge time by 65%.





Our
      Mooresville facility consists of about 40,000 square feet of space.Some
      equipment at the facility includes a metal working lathe, metal welders, work
      tables, grinders, a metal cutting machine, several car lifts, power supplies
      and
      chargers. We are also setting up a battery lab that Superlattice will use of
      approximately 5,000 square feet, which is 80% completed.





The
      Battery Packs We Would Use





The
      electric vehicles’ battery pack performs the same function as the gas tank in a
      conventional vehicle: it stores the energy needed to operate the vehicle. We
      use
      battery packs created in-house from Kokam cells in our converted vehicles.
      We
      anticipate using cells created by Superlattice by late 2009.





Electric
      Motors





We
      are
      using a variety of electric motors in our converted vehicles. 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 the
      motors with the specifications we require will be available at reasonable
      commercial prices from a number of these sources.





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





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


3


Products
      Under Development





We
      have
      products under development in the following categories.





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





ATV's
      and
      Lawn and Garden Equipment





We
      have
      converted ATV's, including four small two-passenger ATV's and a four-wheel
      drive, two-passenger ATV with a truck bed. We also developed what we view as
      a
      next generation ATV with four-wheel independent suspension produced by a major
      ATV manufacturer. This is planned to be the first “stealth" (or totally quiet)
      ATV. This ATV was displayed at the Globe 2004 exposition in Vancouver, B.C.,
      Canada. We have also converted some lawn and garden equipment.





Converted
      Vehicles Currently Being Marketed





All
      of
      our converted vehicles that we offer for sale are displayed on our corporate
      website http:/www.hybridtechnologies.com. All of our vehicles are converted
      from
      models currently offered by automobile manufacturers. We have sold 11 vehicles
      as of the date of this report, including the following models: the LiV (Lithium
      Vehicle) Dash, a small (only 98 inches long) two-seater capable of 80 mph and
      a
      range of 120-150 miles on a full charge); the LiV Surge, a small four-door
      vehicle converted from a U.S. manufacturer with acceleration from 0-60 in under
      10 seconds and a range of 100-120 miles; the LiV Rush, a converted two-seater
      sports car that does 0-60 in five seconds with a range of approx 150 miles;
      the
      LiV Wise, a compact two door, able to reach speeds over 75 mph and with a range
      of approx 120 miles; and the LiV Flash, our most popular model, a two door
      compact converted from a European model that is able to cruise at well over
      80
      mph with a range of 110-120 miles.





We
      also
      offer the LiV
      Ryder
      converted motorcycle, custom
      made to the customer’s specifications, attainable speeds of over 70 mph and a
      range of over 40 miles; the LiV Cruz, an ergonomically correct bicycle with
      pedal power for back-up that is capable of speeds over 20 mph when using battery
      power; the LiV Bulldog, an ATV able to reach 45 mph with a range of over 40
      miles and seating for two, four-wheel drive and a cargo area;


4


Current
      Joint Venture Activities or Negotiations in Progress





U.S.
      Navy





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





New
      York
      City Taxi Commission





The
      NYC
      Taxi Commission agreed to test a PT Cruiser which was delivered January 2007.
      The converted PT Cruiser Taxi was driven for two months in New York City. The
      project was stopped early due to several factors, the primary being that an
      electric vehicle cannot be run 24 hours a day, seven days a week. Daily down
      time is required to charge the vehicle. The vehicle has been returned and the
      project is completed.





Paratransit





Paratransit,
      Sacramento, California, a company providing community transportation services,
      purchased two converted PT Cruisers. The two vehicles were delivered in November
      2006.





NASA





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





Solar
      House




We
      are
      also participating to showcase our technology in a “green” home in Calgary,
      Alberta.





California
      Highway Patrol





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





Arcadis





In
      September 2007, we signed a contract and have converted and delivered a PT
      Cruiser to Arcadis, a contractor to the U.S. Environmental Protection
      Administration.





Canadian
      Ministry of Transportation





We
      signed
      an agreement in June 2007, pursuant to which the Canadian Ministry of
      Transportation purchased a Smart Car and PT Cruiser, both of which have been
      delivered. The Smart Car has been returned and we are refunding the purchase
      price, since the vehicle did not fall within the criteria for Canadian
      testing.


5


Holiday
      2007





Hybrid
      was featured as Sam’s Club’s once in a lifetime package and a Smart Car with a
      trip to NASA was sold to a Sam’s Club member. Other members were allowed to
      purchase similar Smart Car conversions at reduced pricing, with one other Smart
      Car sold at that price.





Competition





The
      discussion below identifies some of our principal competitors in


the
      electric vehicle and bicycle areas.





General
      Motors’ Chevrolet division is developing its model named “Volt”, an electric
      car, with a scheduled launch in the 2011 model year.





The
      Lightning GT is a battery powered sports car manufactured by the UK company
      British Lightning Car Company that is scheduled to go on sale in 2009. The
      expected price is about $200,000.





The
      Buddy
      is a Norwegian electric car manufactured by Elbil Norge AS.  The car is
      capable of 40-80 km range per charge.





The
      Joule
      is a South African 6-seater electric car produced by Optimal Energy that is
      scheduled to go on sale in 2010.





The
      Phoenix SUV and SUT are produced by Phoenix Motorcars in Ontario,
      California.  Both models use lithium titanate batteries and have a range of
      approximately 130 miles.





The
      Smart
      EV is modified by Zytek Electric Vehicles with a range of about 62
      miles.





The
      Tesla
      Roadster is the first production car by Tesla Motors.  It is capable of a
      range of 200 miles with a top speed of 135 mph.  The first were scheduled
      to be delivered in 2008, but as of yet deliveries have not
      commenced.





The
      Th!nk
      City is the only crash tested and highway certified electric car in the
      world.  The vehicles are manufactured in Aurskog, Norway and are capable of
      a 190mi range.





The
      Venturi Fétish is a two-seater electric sports car produced by Venturi in
      Monaco.





The
      Commuter Car T600 is a three-wheeled $108,000 car with a range of 80 miles
      manufactured by Commuter Car Corporation.





Employees





As
      of the
      date of this report, we have 35 employees, including our President and CEO,
      Holly Roseberry, and her assistants at the corporate office, as well as the
      conversion crew in Mooresville, North Carolina.





Research
      and Development Expenditures





We
      incurred research and development expenditures of $1,009,483 in our fiscal
      year
      ended July 31, 2007, and of approximately $1,402,077 in our fiscal year ended
      July 31, 2008.


6


Patents
      and Trademarks





The
      Company has filed provisional patent applications with the U.S. Patent and
      Trademark Office (“USPTO”) for three of our inventions relating to our battery
      management system, cathode material and an ultracapacitor. We have filed a
      trademark application with the USPTO for “Hybrid Technologies”, and a revised
      filing in April 2007, which received an initial refusal office action by the
      USPTO staff in May 2007. We plan to appeal this decision.





**Item
      1A. Risk Factors.**





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





General





WE
      ARE A
      DEVELOPMENT STAGE BUSINESS





We
      have
      had minimal revenues from joint ventures and sales of our products. We have
      not
      signed any definitive joint venture agreements to commercialize any of our
      products .
      As of
      July 31, 2008, we had cash on hand of $101,095. At that same date our
      liabilities totaled $6,685,173. During the period since inception on April
      12,
      2000 to July 31, 2008, we had incurred net operating losses from continuing
      operations totaling $50,736,407. On July 31, 2008, we had a working capital
      deficit of $78,640 and a stockholders' deficit of $4,127,965.





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





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





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





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





Our
      business operations are relatively recent; therefore we face a potentially
      higher risk of business failure. Our sales revenues are still not significant
      as
      of the date of this report. Potential investors should be aware of the
      difficulties normally encountered by newer companies and the high rate of
      failure of such enterprises. The likelihood of success must be considered in
      light of the many problems including expenses, difficulties, complications,
      delays encountered in connection with the commercialization of our products.
      unanticipated problems relating to product development, arranging and
      negotiating with joint venture partners, additional costs and expenses that
      may
      exceed current estimates. We have limited history upon which to base any
      assumption as to the likelihood that our business will prove successful, and
      investors should be aware that there is a substantial risk that we may not
      generate any significant operating revenues or ever achieve profitable
      operations. If we are unsuccessful in addressing these risks, our business
      will
      most likely fail.


7


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





OUR
      PRODUCTS WILL BE HIGHLY REGULATED





Our
      products are highly regulated. There are special safety standards in effect
      for
      vehicles with a top speed of up to 25 miles per hour. Marketing vehicles that
      compete with passenger cars, requires compliance with the full federal safety
      standards. Regulatory reviews and compliance has already consumed significant
      time and resources and will continue to do so as we work towards obtaining
      a
      dealership license. This may adversely affect the timing of bringing products
      to
      market, as well as the profitability of such products once regulatory approvals
      are obtained.





OUR
      ELECTRIC POWERED VEHICLE BUSINESS IS SUBJECT TO SUBSTANTIAL RISKS





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





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





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





**Item
      1B. Unresolved Staff Comments.**





Not
      applicable.


8


**Item
      2. Properties.**





We
      rent
      office space of approximately 1,500 square feet in Las Vegas, for which we
      pay
      $1,500 monthly, pursuant to a one-year lease expiring March 2009. Our mailing
      address is 4894
      Lone
      Mountain #168, Las Vegas ,
      Nevada 89130 ,
      for
      which we pay $25 per month, on a month to month basis.





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




**Item
      3. Legal Proceedings.**





Other
      than as described below, we are not a party to any material legal proceedings
      and to our knowledge, no such proceedings are threatened or contemplated.





On
      June
      3, 2008, we were notified of a case filed on June 2, 2008, by Peter Strojnik,
      Attorney at Law, in the Federal Court for the District of Arizona (Peter
      Strojnik, P.C. v. The Energy Bull et al.). On June 24, 2008, the plaintiff
      amended the complaint to include the Company as a defendant. The complaint
      seeks
      damages against The Energy Bull and other defendants based on transmission
      of
      unsolicited facsimiles illegally promoting the stock of the Company to the
      plaintiff and members of the class that the plaintiff purports to represent. The
      lawsuit seeks damages estimated in the complaint to be between $333 million
      and
      $3 billion, as well as injunctive relief for the alleged sending of unsolicited
      faxes. The Company denies these allegations and has filed a
      motion to dismiss to exclude the Company from the lawsuit. The Company
      disclaims, and has continually disclaimed on its web site and its communications
      with the investing public, all responsibility for authorizing in any manner
      unsolicited facsimiles issued by The Raging Bull or other parties that seek
      to
      promote the Company’s stock.




**Item
      4. Submission of Matters to a Vote of Security Holders.**





Not
      applicable.


9


**PART
      II**




**Item
      5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer
      Purchases of Equity Securities.**





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





Period
            
            High
            
            LowAugust
                1, 2006 to October 31, 2006
            
            $
            7.41
            
            $
            3.30November
                1, 2006 to January 31, 2007 (1)
            
            $
            5.42
            
            $
            3.52February
                1, 2007 to April 30, 2007 (2)(3)
            
            $
            4.77
            
            $
            4.11May
                1, 2007 to July 31, 2007 (4)
            
            $
            4.35
            
            $
            2.50August
                1, 2007 to October 31, 2007
            
            $
            2.78
            
            $
            1.85November
                1, 2007 to January 31, 2008 (5)
            
            $
            17.43
            
            $
            4.55February
                1, 2008 to April 30, 2008
            
            $
            5.15
            
            $
            2.05May
                1, 2008 to July 31, 2008
            
            $
            6.30
            
            $
            3.35August
                1, 2008 to October 14, 2008
            
            $
            3.35
            
            $
            1.12







(1)A
      one-for-ten stock dividend was effective November 30, 2006.


(2)Following
      the one-for-twenty stock dividend effective January 31, 2007.


(3)A
      one-for-twenty stock dividend was effective March 30, 2007.


(4)A
      one-for-ten stock dividend was effective May 31, 2007.


(5)A
      one-for-seven reverse split was effective January 17, 2008.





The
      above
      quotations are taken from information provided by Yahoo 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
      October 15, 2008, we had 104 holders of record of our common stock.





Dividends





Our
      current policy is to retain earnings in order to finance 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.


10


Securities
      Authorized for Issuance under Equity Compensation Plans





The
      following table sets forth as of July 31, 2008 information with respect to
      our
      common stock issued and available to be issued under outstanding options,
      warrants and rights.





(c)Number of securitiesremaining available forfuture issuance under(a)
            
            (b)
            
            equity compensationNumber of securities to be
            
            Weighted-average exercise
            
            plans (excludingissued upon exercise of
            
            price of outstanding
            
            securitiesoutstanding options,
            
            options, warrants and
            
            reflected inPlan category
            
            warrants and rights
            
            rights
            
            column (a))Equity
                compensation Plans approved by security holdersEquity
                compensation plans not approved by security holders
            
            
            1,019,000
            
            $
            2.90
            
            
            2,575,000Total
            
            
            1,019,000
            
            $
            2.90
            
            
            2,575,000





2003,
      2005 and 2006 Restricted Stock Plans





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





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





The
      2006
      Restricted Stock Plan has been adopted by the board with 5,000,000 shares
      reserved. Options covering 2,000,000 shares were granted to Salim Rana, a
      shareholder of the Company, of which options covering 1,206,000 shares have
      been
      exercised. 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.


11


**Item
      6. Selected Financial Data.**




Not
      applicable.




**Item
      7. Management's Discussion and Analysis or Plan of
      Operations.**





FORWARD
      LOOKING STATEMENTS





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





Results
      Of Operations for the Year Ended July 31, 2008





We
      incurred a net loss from continuing operations of $6,064,840 for the year ended
      July 31, 2008, and of approximately $9,866,877 for the year ended July 31,
      2007,
      and in the year ended July 31, 2008, general and administrative costs of
      $3,477,077 and interest expense of $231,114.





We
      had
      sales from continuing operations of $199,801 in the year ended July 31, 2008.
      Our net loss from continuing operations for 2008 decreased from fiscal 2007
      (from $9,866,877 in 2007 to approximately $6,064,840 in 2008). This was
      primarily due to general and administrative costs of $8,383,310 in fiscal 2007,
      as compared with approximately $3,477,077 in 2008. We also had increased
      interest expense in the twelve months ended July 31, 2008 of $231,114, as
      compared with approximately $86,292 in the comparable period in 2007, and stock
      based compensation of $804,652 in 2008 as compared with -0- in 2007.





PLAN
      OF
      OPERATION





During
      the period since inception on April 12, 2000 to July 31, 2008, we had incurred
      net operating losses from continuing operations totaling $50,736,407. On July
      31, 2008, we had a working capital deficit of $78,640 and a stockholders'
      deficit of $4,127,965.





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.


12


As
      of
      July 31, 2008, we had cash on hand of $101,095. At that same date our
      liabilities totaled $6,685,173. We do not have sufficient cash on hand to
      complete commercialization of our current and planned products.





Electric
      Vehicle Operations





We
      convert vehicles in our developmental facility in Mooresville, North Carolina.
      Our team of highly qualified engineers oversee groups of electrical and
      mechanical staff. This 40,000 square foot facility has room for both conversions
      and storage with the potential for future growth, enabling us to work on many
      projects and vehicles concurrently.





With
      the
      license of our lithium battery technology described below, we are concentrating
      on sales of our vehicles. We have initiated several nationwide newspaper
      advertising campaigns which have generated orders for our vehicles, and we
      are
      also seeing as a result a significant increase in inquiries about our electric
      vehicle products.





Effective
      April 15, 2008, we entered into a License Agreement (the “License Agreement”)
      with Superlattice Power, Inc. (formerly our subsidiary, Zingo, Inc., “SPI”)
      providing for our license to SPI of our patent applications and technologies
      for
      rechargeable lithium ion batteries for hybrid vehicles and other applications
      (“Licensed Products”). Under the License Agreement, we have the right to
      purchase our requirements of lithium ion batteries from SPI, and our
      requirements of lithium ion batteries shall be supplied by SPI in preference
      to,
      and on a priority basis as compared with, supply and delivery arrangements
      in
      effect for other customers of SPI. Our cost for lithium ion batteries purchased
      from SPI shall be SPI’s actual manufacturing costs for such batteries for the
      fiscal quarter of SPI in which our purchase takes place.





SPI
      has
      agreed to invest a minimum of $1,500,000 in each of the next two years in
      development of the technology for the Licensed Products.





Effective
      April 16, 2008, SPI agreed to lease approximately 5,000 square feet of space
      (“Leased Space”) in our North Carolina facility, such Leased Space to be
      suitable for, and utilized by SPI for, SPI’s developmental and manufacturing
      operations for Licensed Products pursuant to the License Agreement. The Leased
      Space is leased on a month-to-month basis at a monthly rental of $2,500, the
      monthly rental to be escalated five (5%) percent annually. Effective April
      16,
      2008, we also sold to SPI for the purchase price of $29,005, specified equipment
      and supplies related to the Licensed Field.





Commercial
      Initiatives





On
      February 5, 2004 we announced the initiation of a lithium-ion conversion project
      with the United States Navy. We have funded the initial 3kw prototype for this
      project, and the prototype has been completed and delivered to the Navy. The
      NYC
      Taxi Commission agreed to test a PT Cruiser which was delivered January 2007.
      The converted PT Cruiser Taxi was driven for two months in New York City. The
      vehicle has been returned and the project is completed. Paratransit,
      Sacramento, California, a company providing community transportation services,
      purchased two converted PT Cruisers. We have signed a Space Act agreement with
      NASA and several vehicles are being tested by NASA at the Kennedy Space Center
      in Florida. We
      are
      also participating to showcase our technology in a “green” home in
      Calgary, Alberta. We signed an agreement in June 2007, pursuant to which the
      Canadian Ministry of Transportation purchased a Smart Car and PT Cruiser, both
      of which have been delivered. The Smart Car was not suited to their needs,
      has
      been returned and we will be refunding the purchase price. In September 2007,
      we
      signed a contract to provide and delivered a PT Cruiser to Arcadis, a contractor
      to the U.S. Environmental Protection Administration.


13


5.2
      Liquidity and Capital Resources





Since
      our
      incorporation, we have financed our operations almost exclusively


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





During
      the year ended July 31, 2008, we received net proceeds of $5,123,112 from the
      issuance of promissory notes for debt.





*Wyndom
      Capital Loan Agreement*





On
      October 29, 2007, we entered into a Loan Agreement with Wyndom Capital
      Investments, Inc. (referred to in this paragraph as the “Lender”). The Loan
      Agreement provides for loans to the Company of up to $4,000,000, with a minimum
      initial loan of $500,000 the disbursement of which to us took place in late
      October, 2007. The notes evidencing the installments of the loans bear interest
      payable monthly in arrears at the rate of 10% per annum, and mature and are
      due
      and payable three years from the date of issuance. The loans under the Loan
      Agreement are secured by shares of our common stock held by the Lender. We
      are
      required to issue shares as collateral at the rate of two and one half shares
      of
      our common stock for each dollar principal amount of the loan advanced to us.
      If
      there is a trading halt in our common stock or we file for bankruptcy or
      reorganization, the Lender has full recourse against the Company to collect
      the
      unpaid amounts owing under the Loan Agreement and notes issued pursuant thereto,
      including a first priority lien on all of our assets. In the event of the
      occurrence of another type of default, which we do not cure in a timely fashion,
      the Lender, as its sole recourse, is entitled to take possession for its sole
      benefit of the shares of common stock designated as collateral for the principal
      amount of the Loan that is in default. After the Lender has disbursed the first
      $1,000,000 principal amount of the Loan to us, the Lender is entitled to receive
      a certificate for the balance of the 7,500,000 shares of common stock
      representing the collateral for the $3,000,000 balance of the funds that may
      be
      disbursed under the Loan Agreement. To the extent the $3,000,000 balance of
      funds are not delivered, we are entitled to cancel such certificate, with the
      Lender retaining the appropriate number of shares as collateral for advances
      in
      excess of $1,000,000. Following disbursement of the first $1,000,000 of funds
      pursuant to the Loan Agreement, on November 19, 2007, we issued 10,000,000
      shares of common stock as collateral to the Lender. Following the one-for-seven
      reverse split effective in January 2008, we issued 8,571,427 shares of common
      stock to Wyndom to bring the number of their collateral shares back up to
      10,000,000, as required by the Wyndom Loan Agreement.




We
      have
      been disbursed loans in the aggregate amount of $3,971,150 under the Wyndom
      Capital Loan Agreement as of July 31, 2008.


14




*Crystal
      Capital Ventures Loan Agreement*





On
      May 5,
      2008, we entered into a Loan Agreement with Crystal Capital Ventures Inc.
      (referred to in this paragraph as the “Lender”). The Loan Agreement provides for
      loans to the Company of up to $3,000,000, with a minimum initial loan of
      $500,000 the disbursement of which to us took place on May 19, 2008. The notes
      evidencing the installments of the loans bear interest payable monthly in
      arrears at the rate of 10% per annum, and mature and are due and payable three
      years from the date of issuance. The loans under the Loan Agreement are secured
      by shares of our common stock held by the Lender. We are required to issue
      shares as collateral at the rate of two and one half shares of our common stock
      for each dollar principal amount of the loan advanced to us. If there is a
      trading halt in our common stock or we file for bankruptcy or reorganization,
      the Lender has full recourse against the Company to collect the unpaid amounts
      owing under the Loan Agreement and notes issued pursuant thereto, including
      a
      priority lien on all of our assets. In the event of the occurrence of another
      type of default, which we do not cure in a timely fashion, the Lender, as its
      sole recourse, is entitled to take possession for its sole benefit of the shares
      of common stock designated as collateral for the principal amount of the Loan
      that is in default. After the Lender has disbursed the first $1,000,000
      principal amount of the Loan to us, the Lender is entitled to receive a
      certificate for the balance of the 5,000,000 shares of common stock representing
      the collateral for the $2,000,000 balance of the funds that may be disbursed
      under the Loan Agreement. To the extent the $2,000,000 balance of funds are
      not
      delivered, we are entitled to cancel such certificate, with the Lender retaining
      the appropriate number of shares as collateral for advances in excess of
      $1,000,000. Following disbursement of the first $1,000,000 of funds pursuant
      to
      the Loan Agreement, on May 27, 2008, we issued 7,500,000 shares of common stock
      as collateral to the Lender.





We
      have
      been disbursed loans in the aggregate amount of $1,211,000 under the Crystal
      Capital Loan Agreement as of July 31, 2008, and received net advances of $62,505
      from related parties in the year ended July 31, 2008.





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





Apart
      from the Wyndom Capital and Crystal Capital Loan Agreements, which may not
      furnish us with all of the capital that we will require, we do not currently
      have any other 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.





CRITICAL
      ACCOUNTING ISSUES




The
      Company's discussion and analysis of its financial condition and results of
      operations are based upon the Company's financial statements, which have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America. The preparation of the financial statements requires
      the Company to make estimates and judgments that affect the reported amount
      of
      assets, liabilities, and expenses, and related disclosures of contingent assets
      and liabilities. On an on-going basis, the Company evaluates its estimates,
      including those related to intangible assets, income taxes and contingencies
      and
      litigation. The Company bases its estimates on historical experience and on
      various assumptions that are believed to be reasonable under the circumstances,
      the results of which form the basis for making judgments about carrying values
      of assets and liabilities that are not readily apparent from other sources.
      Actual results may differ from these estimates under different assumptions
      or
      conditions.


15


Other
      Matters




Accounting
      Pronouncements





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which
      enhances existing guidance for measuring assets and liabilities using fair
      value.  The new Statement provides a single definition of fair value,
      together with a framework for measuring it, and requires additional disclosure
      about the use of fair value to measure assets and liabilities.  SFAS No.
      157 also emphasizes that fair value is a market-based measurement, not an
      entity-specific measurement, and sets out a fair value hierarchy with the
      highest priority being quoted prices in active markets.  Under SFAS No.
      157, fair value measurements are disclosed by level within that hierarchy. 
While SFAS No. 157 does not add any new fair value measurements, it does change
      current practice.  SFAS No. 157 is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and interim periods
      within those fiscal years.  The Company does not believe that SFAS No. 157
      will have a material impact on its financial statements.




In
      July
      2006, the Financial Accounting Standards Board ("FASB") issued Interpretation
      No. 48 "Accounting for Uncertainty in Income Taxes" ("FIN 48"). The
      interpretation requires a two step approach for recognizing and measuring tax
      benefits based on a recognition threshold of "more likely than not." FIN 48
      also
      requires explicit disclosures about uncertainties in tax positions including
      a
      detailed rollforward of tax benefits that do not qualify for financial statement
      recognition. The adoption of FIN 48 is effective for fiscal years beginning
      after December 15, 2006, The implementation of FIN 48 could have a material
      effect on the consolidated balance sheets and results of operations but the
      effect of such implementation is not determinable at this time.




In
      December 2004 the FASB issued SFAS No. 153, an amendment of APB Opinion No.
      29,
      "Exchange of Nonmonetary Assets." SFAS No. 153 amends APB Opinion No.29 by
      eliminating the exception under APB No. 29 for nonmonetary assets of similar
      productive assets and replaces it with a general exception for exchanges on
      nonmonetary assets that do not have commercial substance. A nonmonetary exchange
      has commercial substance if the future cash flows of the entity are expected
      to
      change significantly as a result of the exchange. SFAS no. 153 is effective
      for
      fiscal years beginning after June 15, 2005. The adoption of SFAS No. 153 did
      not
      have a material effect on the Company's consolidated financial position or
      results of operations.




New
      Financial Accounting Standards





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 157 “Fair Value Measurements,” (“SFAS 157”) which enhances existing guidance
      for measuring assets and liabilities using fair value. This standard provides
      a
      single definition of fair value, together with a framework for measuring it,
      and
      requires additional disclosure about the use of fair value to measure assets
      and
      liabilities. SFAS 157 is effective for financial statements issued for fiscal
      years beginning after November 15, 2007, and interim periods within those fiscal
      years. The Company does not believe that SFAS 157 will have a material impact
      on
      its financial statements.





In
      February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial
      Assets and Financial Liabilities,” (“SFAS 159”) providing companies with an
      option to report selected financial assets and liabilities at fair value. The
      standard’s objective is to reduce both complexity in accounting for financial
      instruments and the volatility in earnings caused by measuring related assets
      and liabilities differently. It also requires entities to display the fair
      value
      of those assets and liabilities for which the Company has chosen to use fair
      value on the face of the balance sheet. SFAS 159 is effective for fiscal years
      beginning after November 15, 2007. The Company is currently evaluating the
      impact of the adoption of this Statement on its financial statements.


16


In
      December 2007, the FASB issued SFAS No. 141 (revised 2007) (“SFAS 141 (R)”)
“Business Combinations”, which replaces SFAS 141 “Business Combinations”. This
      Statement improves the relevance, completeness and representational faithfulness
      of the information provided in financial reports about the assets acquired
      and
      the liabilities assumed in a business combination. This Statement requires
      an
      acquirer to recognize the assets acquired, the liabilities assumed, and any
      noncontrolling interest in the acquiree at the acquisition date, measured at
      their fair values as of that date, with limited exceptions specified in the
      Statement. Under SFAS 141(R), acquisition-related costs, including restructuring
      costs, must be recognized separately from the acquisition and will generally
      be
      expensed as incurred. That replaces SFAS 141’s cost-allocation process, which
      required the cost of an acquisition to be allocated to the individual assets
      acquired and liabilities assumed based on their estimated fair values. SFAS
      141(R) shall be applied prospectively to business combinations for which the
      acquisition date is on or after the beginning of the first annual report period
      beginning on or after December 15, 2008. The Company will implement this
      Statement in 2009.




In
      December 2007, the FASB issued SFAS No. 160 “Non-Controlling Interests in
      Consolidated Financial Statements - An Amendment of ARB No. 51” (“SFAS 160”).
      SFAS 160 establishes new accounting and reporting standards for the
      non-controlling interest in a subsidiary and for the deconsolidation of a
      subsidiary. Specifically, this statement requires the recognition of
      non-controlling interests (minority interest) as equity in the consolidated
      financial statements and separate from parent’s equity. The amount of net income
      attributable to the non-controlling interest will be included in consolidated
      net income on the face of the income statement. SFAS 160 clarifies that changes
      in a parent’s ownership in a subsidiary that does not result in deconsolidation
      are equity transactions if the parent retains its controlling financial
      interest. In addition, this statement requires that a parent recognize a gain
      or
      loss in net income when a subsidiary is deconsolidated. Such gain or loss will
      be measured using the fair value of the non-controlling equity investment of
      the
      deconsolidation date. SFAS 160 also includes expanded disclosure requirements
      regarding the interest of the parent and its non-controlling interest. SFAS
      160
      is effective for fiscal years, and interim periods other than fiscal years,
      beginning on or after December 15, 2008. The Company is currently evaluating
      the
      impact of the adoption of this Statement on its financial
      statements.




In
      January 2008, Staff Accounting Bulletin (“SAB”) 110 “Share-Based Payment” (“SAB
      110”), was issued. Registrants may continue, under certain circumstances, to use
      the simplified method in developing estimates of the expected term of share
      options as initially allowed by SAB 107, “Share-Based Payments”. The adoption of
      SAB 110 should have no effect on the financial position and results of
      operations of the Company.




INTANGIBLES




In
      June
      2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets."
      SFAS
      No. 142 specifies the financial accounting and reporting for acquired goodwill
      and other intangible assets. Goodwill and intangible assets that have indefinite
      useful lives are not amortized but rather they are tested at least annually
      for
      impairment unless certain impairment indications are identified.


17


**Item
      7A. Quantitative and Qualitative Disclosures About Market
      Risk.**







Interest
      Rate Risk - Interest rate risk refers to fluctuations in the value of a security
      resulting from changes in the general level of interest rates. Investments
      that
      are classified as cash and cash equivalents have original maturities of three
      months or less. Our interest income is sensitive to changes in the general
      level
      of U.S. interest rates. We do not have significant short-term investments,
      and
      due to the short-term nature of our investments, we believe that there is not
      a
      material risk exposure. Our debt is at fixed interest rates.





Credit
      Risk - Our accounts receivables are subject, in the normal course of business,
      to collection risks. We regularly assess these risks and have established
      policies and business practices to protect against the adverse effects of
      collection risks. As a result we do not anticipate any material losses in this
      area.


18


**Item
      8. Financial Statements and Supplementary Data.**




**HYBRID
      TECHNOLOGIES, INC.**




**CONSOLIDATED
      FINANCIAL STATEMENTS**


**July
      31, 2007 and 2008**





**TABLE
      OF CONTENTS**




PageReport
                of Independent Registered Public Accounting Firm
            20Consolidated
                balance sheet
            22Consolidated
                statements of operations
            23Consolidated
                statements of stockholders’ equity
            24Consolidated
                statements of cash flows
            25Notes
                to consolidated financial statements
            26





19




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors of Hybrid Technologies, Inc.


4894
      Lone
      Mountain Rd., #168


Las
      Vegas, NV 89110





We
      have
      audited the consolidated balance sheet of Hybrid Technologies, Inc. and
      Subsidiaries (collectively, the “Company”) as of July 31, 2008, and the related
      consolidated statements of operations, stockholders’ deficiency, and cash flows
      for the year then ended. 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. The financial statements of Hybrid
      Technologies, Inc. as of July 31, 2007, were audited by other auditors whose
      report, dated November 7, 2007, expressed an unqualified opinion on those
      statements.





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





In
      our
      opinion, the consolidated financial statements of Hybrid Technologies, Inc.
      and
      Subsidiaries referred to above present fairly, in all material respects, the
      financial position of Hybrid Technologies, Inc. and Subsidiaries as of July
      31,
      2008, and the results of its operations and its cash flows for the year then
      ended in conformity with accounting principles generally accepted in the United
      States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      the
      company will continue as a going concern. As shown in the consolidated financial
      statements, the Company incurred a net loss of $6,535,683 for the year ending
      July 31, 2008. As of July 31, 2008, current liabilities exceeded current assets
      by $128,640. The Company is a defendant in a lawsuit in which the plaintiff
      is
      seeking damages up to $3 billion. The Company will vigorously defend itself
      but
      should the plaintiff succeed in obtaining a judgment, the Company does not
      have
      sufficient funds to pay the judgment. These factors and uncertainties, and
      others discussed in Note 1, raise substantial doubt about the Company’s ability
      to continue as a going concern.





These
      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/
      Wiener, Goodman & Company P.C.





October
      28, 2008





20


REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors and Stockholders of


Hybrid
      Technologies, Inc.





We
      have
      audited the accompanying consolidated balance sheets of Hybrid Technologies,
      Inc. (a development stage company) as of July 31, 2007 and 2006, and the related
      consolidated statements of operations, stockholders' equity and cash flows
      for
      the years ended July 31, 2007 and 2006, and from April 12, 2000 (Inception)
      through July 31, 2007. These financial statements are the responsibility of
      the
      Company's management. Our responsibility is to express an opinion on these
      financial statements based on our audit.





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





In
      our
      opinion, the consolidated financial statements referred to above present fairly
      in all material respects, the financial position of Hybrid Technologies, Inc.
      as
      of July 31, 2007 and 2006, and the results of consolidated operations and cash
      flows for the years ended July 31, 2007 and 2006, and from April 12, 2000
      (Inception) through July 31, 2007, 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 $45,411,768 from April
      12, 2000 (Inception) through July 31, 2007. This and other factors discussed
      in
      Note 2 raise substantial doubt about the Company's ability to continue as a
      going concern. The consolidated financial statements do not include any
      adjustments relating to the recoverability and classification of recorded
      assets, or the amounts and classification of liabilities that might be necessary
      in the event the Company cannot continue in existence.





/s/
      Haynie & Company


Littleton,
      CO


November
      13, 2007


21


**HYBRID
      TECHNOLOGIES, INC.**


**A
      Development Stage Company**




**Consolidated
      Balance Sheets**





**July
                31,****2008**
            
            2007**ASSETS**Current
                assets:Cash
            
            **$**
            **101,095**
            
            $
            3,775Marketable
                securities - restricted
            
            
            **-**
            
            
            41,224Accounts
                receivable, net of allowance fordoubtful
                accounts of $0 and $139,003
            
            
            **13,601**
            
            
            1,994Inventories
            
            
            **287,310**
            
            
            425,775Other
                current assets
            
            
            **69,119**
            
            
            60,233Due
                from related parties
            
            
            **-**
            
            
            24,505***Total
                current assets***
            
            
            **471,125**
            
            
            557,506Property
                and equipment, net
            
            
            **2,014,580**
            
            
            2,120,343Other
                long term assets:Other
                assets
            
            
            **51,600**
            
            
            51,600Deferred
                patent costs
            
            
            **19,903**
            
            
            **-*****Total
                other long term assets***
            
            
            **71,503**
            
            
            51,600**$**
            **2,557,208**
            
            $
            2,729,449**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIENCY)**Current
                liabilities:Current
                portion of long-term debt
            
            **$**
            **32,422**
            
            $
            241,460Accounts
                payable and accrued expenses
            
            
            **330,183**
            
            
            489,788Customer
                deposits
            
            
            **149,160**
            
            
            **-**Deferred
                revenue
            
            
            -
            
            
            2,990Advances
                from related parties
            
            
            **38,000**
            
            
            -***Total
                current liabilities***
            
            
            **549,765**
            
            
            734,238Long-term
                debt - less current portion above
            
            
            **6,135,408**
            
            
            803,258Commitments
                and contingencies
            
            
            **-**
            
            
            -Minority
                interest
            
            
            **-**
            
            
            2,377Stockholders'
                equity (deficiency):Preferred
                stock, $.001 par value, 5,000,000 shares authorized, no shares issued
            
            
            **-**
            
            
            -Common
                stock, $.001 par value, 35,714,285 authorized; outstanding 23,347,257
                at
                July 31, 2008 and 39,500,511 at July 31, 2007,
                respectively
            
            
            **23,347**
            
            
            39,501Additional
                paid-in-capital
            
            
            **47,790,509**
            
            
            46,569,703Deficit
                accumulated during the development stage
            
            
            **(51,947,451**
            **)**
            
            (45,411,768
            )Cumulative
                other comprehensive income (loss)
            
            
            **5,630**
            
            
            (7,860
            )***Total
                stockholders' equity (deficiency)***
            
            
            **(4,127,965**
            **)**
            
            1,189,576**$**
            **2,557,208**
            
            $
            2,729,449





**SEE
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**


22


**HYBRID
      TECHNOLOGIES, INC.**


**A
      Development Stage Company**





**Consolidated
      Statements of Operations**





INCEPTION**YEAR ENDED**
            
            (April 12,, 2000)**JULY 31,**
            
            THROUGH**2008**
            
            2007
            
            July 31, 2008Sales
            
            **$**
            **199,801**
            
            $
            48,750
            
            $
            1,969,054Costs
                and expenses:Cost
                of sales
            
            
            **384,267**
            
            
            124,301
            
            
            2,533,563General
                and administrative
            
            
            **3,477,077**
            
            
            8,383,310
            
            
            41,655,009Research
                and development
            
            
            **1,402,077**
            
            
            1,009,483
            
            
            7,371,693Compensatory
                element of stock issuances
            
            
            **804,652**
            
            
            -
            
            
            804,652**6,068,073**
            
            
            9,517,094
            
            
            52,364,917Loss
                from continuing operations
            
            
            **(5,868,272**
            **)**
            
            (9,468,344
            )
            
            (50,395,863
            )Other
                income (expense):Interest
                expense
            
            
            **(231,114**
            **)**
            
            (86,292
            )
            
            (972,551
            )Interest
                income
            
            
            **-**
            
            
            -
            
            
            -Loss
                from sale of other assets
            
            
            **-**
            
            
            (314,381
            )
            
            (314,381
            )Other
                income
            
            
            **34,546**
            
            
            2,140
            
            
            946,388Net
                loss from continuing operations
            
            
            **(6,064,840**
            **)**
            
            (9,866,877
            )
            
            (50,736,407
            )Provision
                for income tax
            
            
            **-**
            
            
            -Net
                loss from continuing operations
            
            
            **(6,064,840**
            **)**
            
            (9,866,877
            )
            
            (50,736,407
            )Discontinued
                operations:Loss
                from discontinued operations
            
            
            **(563,289**
            **)**
            
            (752,880
            )
            
            (1,320,313
            )Gain
                on disposal of discontinued operations
            
            
            **90,069**
            
            
            -
            
            
            90,069Net
                loss on discontinued operations
            
            
            **(473,220**
            **)**
            
            (752,880
            )
            
            (1,230,244
            )Loss
                from continued and discontinued operations
            
            
            **(6,538,060**
            **)**
            
            (10,619,757
            )
            
            (51,966,651
            )Minority
                interest share of loss of consolidated subsidiaries from discontinued
                operations
            
            
            **2,377**
            
            
            -
            
            
            19,200Net
                loss
            
            
            **(6,535,683**
            **)**
            
            (10,619,757
            )
            
            (51,947,451
            )Other
                comprehensive income (loss):Foreign
                currency translation
            
            
            **13,490**
            
            
            (7,860
            )
            
            5,630Net
                comprehensive loss
            
            **$**
            **(6,522,193**
            **)**
            $
            (10,627,617
            )
            $
            (51,941,821
            )Net
                loss per share - basic and diluted - continuing operations
            
            **$**
            **(0.35**
            **)**
            $
            (0.35
            )Weighted
                shares outstanding - basic and diluted - continuing
                operations
            
            
            **17,199,716**
            
            
            28,393,440Net
                loss per share - basic and diluted - discontinued
                operations
            
            **$**
            **(0.03**
            **)**
            $
            (0.03
            )Weighted
                shares outstanding - basic and diluted - discontinued
                operations
            
            
            **17,199,716**
            
            
            28,393,440





**SEE
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**


23


**HYBRID
      TECHNOLOGIES, INC.**


**A
      Development Stage Company**





**Consolidated
      Statement of Stockholder's Equity (Deficiency)**





DeficitAccumulated
            
            
            
            CumulativeAdditional
            
            During the
            
            
            
            OtherCommon stock
            
            
            
            Paid-in
            
            Development
            
            Subscription
            
            ComprehensiveShares
            
            Amount
            
            Capital
            
            Stage
            
            Receivable
            
            Income (loss)
            
            Total**Balance
                April 12, 2000**
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Stock
                issuancesIssuance
                of stock for cash
            
            
            760,500
            
            
            7,605
            
            
            81,690
            
            
            -
            
            
            -
            
            
            -
            
            
            89,295Net
                loss for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            (7,773
            )
            
            -
            
            
            -
            
            
            (7,773
            )**Balance
                January 31, 2001**
            
            
            760,500
            
            
            7,605
            
            
            81,690
            
            
            (7,773
            )
            
            -
            
            
            -
            
            
            81,522Net
                loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            (65,618
            )
            
            -
            
            
            -
            
            
            (65,618
            )**Balance
                January 31, 2002**
            
            
            760,500
            
            
            7,605
            
            
            81,690
            
            
            (73,391
            )
            
            -
            
            
            -
            
            
            15,904Stock
                issuancesNon-cash
                issuance of common stock
            
            
            3,600,000
            
            
            (3,244
            )
            
            403,249
            
            
            -
            
            
            -
            
            
            -
            
            
            400,005Value
                of rent donated by a related party
            
            
            -
            
            
            -
            
            
            6,000
            
            
            -
            
            
            -
            
            
            -
            
            
            6,000Net
                loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            (825,493
            )
            
            -
            
            
            -
            
            
            (825,493
            )**Balance
                January 31, 2003**
            
            
            4,360,500
            
            
            4,361
            
            
            490,939
            
            
            (898,884
            )
            
            -
            
            
            -
            
            
            (403,584
            )Stock
                issuancesNon-cash
                issuance of stock
            
            
            1,012,500
            
            
            1,013
            
            
            (1,013
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Employee
                stock based compensation
            
            
            -
            
            
            -
            
            
            4,660,000
            
            
            -
            
            
            -
            
            
            (4,660,000
            )
            
            -Exercise
                of options, split adjusted
            
            
            707,400
            
            
            707
            
            
            588,793
            
            
            -
            
            
            -
            
            
            -
            
            
            589,500Expenses
                paid with stock
            
            
            2,250
            
            
            2
            
            
            8,748
            
            
            -
            
            
            -
            
            
            -
            
            
            8,750Amortization
                of deferred stock compensation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,394,000
            
            
            4,394,000Issuance
                of common stock for cash and note
            
            
            42,533
            
            
            42
            
            
            199,958
            
            
            -
            
            
            (50,000
            )
            
            -
            
            
            150,000Net
                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
            )Stock
                issuancesReturn
                of non-cash issuance
            
            
            (1,012,500
            )
            
            (1,013
            )
            
            1,013
            
            
            -
            
            
            -
            
            
            -
            
            
            -Stock
                redemption
            
            
            (900,000
            )
            
            (900
            )
            
            900
            
            
            -
            
            
            -
            
            
            -
            
            
            -Employee
                stock based compensation
            
            
            -
            
            
            -
            
            
            7,071,467
            
            
            -
            
            
            -
            
            
            -
            
            
            7,071,467Exercise
                of options
            
            
            1,072,892
            
            
            1,073
            
            
            924,222
            
            
            -
            
            
            -
            
            
            -
            
            
            925,295Stock
                re-issuance
            
            
            900,000
            
            
            900
            
            
            (900
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Amortization
                of deferred stock compensation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            266,000
            
            
            266,000Basis
                of assets acquired less then purchase price
            
            
            -
            
            
            -
            
            
            (54,656
            )
            
            -
            
            
            -
            
            
            -
            
            
            (54,656
            )Stock
                dividend
            
            
            618,558
            
            
            619
            
            
            (619
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Collection
                of receivable
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            50,000
            
            
            -
            
            
            50,000Net
                loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            (12,586,255
            )
            
            -
            
            
            -
            
            
            (12,586,255
            )**Balance
                January 31, 2005**
            
            
            6,804,133
            
            
            6,804
            
            
            13,888,852
            
            
            (18,746,363
            )
            
            -
            
            
            -
            
            
            (4,850,707
            )Stock
                issuanceExercise
                of options
            
            
            9,500
            
            
            10
            
            
            60,790
            
            
            -
            
            
            -
            
            
            -
            
            
            60,800Sale
                of stock for cash
            
            
            4,000
            
            
            4
            
            
            19,996
            
            
            -
            
            
            -
            
            
            -
            
            
            20,000Stock
                issued for related party advances
            
            
            500,000
            
            
            500
            
            
            3,384,094
            
            
            -
            
            
            -
            
            
            -
            
            
            3,384,594Stock
                dividend
            
            
            365,882
            
            
            366
            
            
            (366
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Options
                issued for expenses
            
            
            -
            
            
            -
            
            
            250,000
            
            
            -
            
            
            -
            
            
            -
            
            
            250,000Net
                loss for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,918,739
            )
            
            -
            
            
            -
            
            
            (2,918,739
            )**Balance
                July 31, 2005**
            
            
            7,683,515
            
            
            7,684
            
            
            17,603,366
            
            
            (21,665,102
            )
            
            
            
            
            -
            
            
            (4,054,052
            )Stock
                issuancesValue
                of stock options issued
            
            
            -
            
            
            -
            
            
            7,577,255
            
            
            -
            
            
            -
            
            
            -
            
            
            7,577,255Exercise
                of options
            
            
            1,470,500
            
            
            1,470
            
            
            9,434,530
            
            
            -
            
            
            -
            
            
            -
            
            
            9,436,000Stock
                issued for debt
            
            
            12,732,500
            
            
            12,733
            
            
            2,987,266
            
            
            -
            
            
            -
            
            
            -
            
            
            2,999,999Stock
                dividend
            
            
            4,008,615
            
            
            4,008
            
            
            (4,008
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            (13,126,909
            )
            
            -
            
            
            -
            
            
            (13,126,909
            )**Balance
                July 31, 2006**
            
            
            25,895,130
            
            
            25,895
            
            
            37,598,409
            
            
            (34,792,011
            )
            
            -
            
            
            -
            
            
            2,832,293Stock
                issuancesValue
                of stock options issued (valued at $1.05 per share)
            
            
            -
            
            
            -
            
            
            2,103,600
            
            
            -
            
            
            -
            
            
            -
            
            
            2,103,600Exercise
                of options (valued at $3.55 per share)
            
            
            1,206,000
            
            
            1,206
            
            
            4,280,094
            
            
            -
            
            
            -
            
            
            -
            
            
            4,281,300Value
                of stock issued for services (valued at $0.8387 per share)
            
            
            3,100,000
            
            
            3,100
            
            
            2,596,900
            
            
            -
            
            
            -
            
            
            -
            
            
            2,600,000Stock
                dividends
            
            
            9,299,381
            
            
            9,300
            
            
            (9,300
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            (10,619,757
            )
            
            -
            
            
            -
            
            
            (10,619,757
            )Foreign
                currency transactions
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (7,860
            )
            
            (7,860
            )**Balance
                July 31, 2007**
            
            
            39,500,511
            
            
            39,501
            
            
            46,569,703
            
            
            (45,411,768
            )
            
            -
            
            
            (7,860
            )
            
            1,189,576Stock
                issuancesValue
                of stock options issued (valued at $1.8933 per share)
            
            
            -
            
            
            
            
            
            804,652
            
            
            
            
            
            
            
            
            
            
            
            804,652Common
                stock issued as collateral on loanpre-reverse
                stock split
            
            
            10,000,000
            
            
            10,000
            
            
            (10,000
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Reverse
                stock split
            
            
            (42,428,598
            )
            
            (42,429
            )
            
            42,429
            
            
            -
            
            
            -
            
            
            -
            
            
            -Common
                stock issued as collateral on loan post-reverse stock
                split
            
            
            16,071,427
            
            
            16,071
            
            
            (16,071
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Exercise
                of options post-reverse stock split (valued at $1.96 per
                share)
            
            
            203,917
            
            
            204
            
            
            399,796
            
            
            -
            
            
            -
            
            
            -
            
            
            400,000Net
                loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,535,683
            )
            
            -
            
            
            -
            
            
            (6,535,683
            )Foreign
                currency transactions
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            13,490
            
            
            13,490**Balance
                July 31, 2008**
            
            
            23,347,257
            
            $
            23,347
            
            $
            47,790,509
            
            $
            (51,947,451
            )
            $
            -
            
            $
            5,630
            
            $
            (4,127,965
            )





**SEE
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**


24


**HYBRID
      TECHNOLOGIES, INC.**


**A
      Development Stage Company**





**Consolidated
      Statements of Cash Flows**





Inception(April 12,, 2000)**YEAR ENDED**
            
            through**JULY 31,**
            
            July 31,**2008**
            
            2007
            
            2008Cash
                provided (used in) Operating Activities:Net
                (loss)
            
            **$**
            **(6,535,683**
            **)**
            $
            (10,619,757
            )
            $
            (51,947,451
            )Adjustments
                to reconcile net (loss) to cashDepreciation
                and amortization
            
            
            **103,407**
            
            
            130,476
            
            
            819,966Bad
                debt expense
            
            
            **9,678**
            
            
            176,904
            
            
            186,582Gain/loss
                of sale of other assets
            
            
            **788**
            
            
            314,381
            
            
            315,169Minority
                interest in income
            
            
            **(2,377**
            **)**
            
            -
            
            
            -Non
                cash stock-based compensation
            
            
            **804,652**
            
            
            4,703,599
            
            
            24,550,293(Increase)
                in accounts receivable
            
            
            **(21,285**
            **)**
            
            (156,278
            )
            
            (200,183
            )(Increase)
                decrease in inventories
            
            
            **138,465**
            
            
            (142,806
            )
            
            (287,310
            )(Increase)
                decrease in prepaid expenses and other assets
            
            
            **(8,886**
            **)**
            
            1,566
            
            
            (69,119
            )(Increase)
                decrease in other assets
            
            
            **-**
            
            
            -
            
            
            (50,000
            )Increase
                (decrease) in accounts payable and accrued expenses
            
            
            **(159,605**
            **)**
            
            144,771
            
            
            330,183Increase
                in customer deposits
            
            
            **149,160**
            
            
            -
            
            
            149,160(Increase)
                decrease in deferred revenue
            
            
            **(2,990**
            **)**
            
            2,990
            
            
            -(Gain)
                on sale of subsidiary
            
            
            **(90,069**
            **)**
            
            -
            
            
            (90,069
            )Loss
                from discontinued operations
            
            
            **563,289**
            
            
            -
            
            
            1,320,313***Cash
                used in operating activities***
            
            
            **(5,051,456**
            **)**
            
            (5,444,154
            )
            
            (24,972,466
            )Cash
                provided by (used in) Investing Activities:Increase
                in other assets
            
            
            **-**
            
            
            (8,826
            )
            
            (1,452,353
            )Proceeds
                from sale of other assets
            
            
            **-**
            
            
            1,136,372
            
            
            1,136,372Proceeds
                from sale of subsidiary
            
            
            **215,000**
            
            
            -
            
            
            215,000Decrease
                in marketable securities - restricted
            
            
            **41,224**
            
            
            15
            
            
            -Purchase
                of property and equipment
            
            
            **(106,750**
            **)**
            
            (159,202
            )
            
            (1,138,832
            )Proceeds
                from sale of property and equipment
            
            
            **108,318**
            
            
            -
            
            
            108,318Investment
                in subsidiaries
            
            
            **(688,220**
            **)**
            
            -
            
            
            (688,220
            )Increase
                in deferred patent costs
            
            
            **(19,903**
            **)**
            
            -
            
            
            (19,903
            )***Cash
                provided by (used in) investing activities***
            
            
            **(450,331**
            **)**
            
            968,359
            
            
            (1,839,618
            )Cash
                provided (used in) by Financing Activities:Proceeds
                from the exercise of stock options
            
            
            **400,000**
            
            
            4,281,300
            
            
            15,692,895Collection
                of stock receivable
            
            
            **-**
            
            
            -
            
            
            50,000Proceeds
                from the issuance of debt
            
            
            **6,194,713**
            
            
            -
            
            
            9,114,713Advances
                from related parties
            
            
            **3,867,791**
            
            
            3,446,777
            
            
            12,669,807Payments
                of related party advances
            
            
            **(3,805,286**
            **)**
            
            (3,554,811
            )
            
            (9,472,283
            )Payments
                of debt
            
            
            **(1,071,601**
            **)**
            
            (205,017
            )
            
            (1,406,883
            )Proceeds
                from the issuance of common stock
            
            
            **-**
            
            
            -
            
            
            259,300***Cash
                provided by financing activities***
            
            
            **5,585,617**
            
            
            3,968,249
            
            
            26,907,549Effect
                of exchange rate changes on cash and cash equivalents
            
            
            **13,490**
            
            
            (7,860
            )
            
            5,630Net
                increase (decrease) in cash
            
            
            **97,320**
            
            
            (515,406
            )
            
            101,095Cash
                at beginning of period
            
            
            **3,775**
            
            
            519,181
            
            
            -Cash
                at end of period
            
            **$**
            **101,095**
            
            $
            3,775
            
            $
            101,095Supplemental
                information:Cash
                paid during the year for:Interest
                paid
            
            **$**
            **231,114**
            
            $
            63,800Income
                taxes paid
            
            **$**
            **-**
            
            $
            -Non
                - cash financing activities:Fixed
                assets acquired by the issuance of debt
            
            **$**
            **-**
            
            $
            -
            
            $
            1,300,000Shares
                issued for related party advances
            
            **$**
            **-**
            
            $
            -
            
            $
            3,000,000





**SEE
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**


25


**HYBRID
      TECHNOLOGIES, INC.**


**A
      Development Stage Company**





**Notes
      to Consolidated Financial Statements**


Note
      1.
      Financial statement presentation





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





*History
      and Nature of Business*


Hybrid
      Technologies, Inc. (formerly Whistler Investments, Inc.) was incorporated under
      the laws of the State of Nevada on April 12, 2000. 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 is currently pursuing the development and marketing of electric powered
      vehicles and products based on the advanced lithium battery technology it has
      developed. At July 31, 2008 the Company deems itself a development stage company
      as planned principal operations are minimal in its primary line of business.





On
      April
      16, 2008, the Company sold their controlling interest of approximately 69%
      of
      the outstanding common stock in Zingo, Inc. (now Superlattice Power, Inc.,
      “SPI”). Prior to April 16, 2008, SPI was a related party who provided
      telecommunication services to business and residential customers utilizing
      VOIP
      technology and currently is researching and developing rechargeable lithium
      ion
      batteries.





Effective
      April 15, 2008, the Company entered into a license agreement with SPI providing
      for their license to SPI of their patent applications and technologies for
      rechargeable lithium ion batteries for hybrid vehicles and other applications
      (“licensed products”). Under the license agreement, the Company has the right to
      purchase their requirements of lithium ion batteries from SPI, and their
      requirements of lithium ion batteries shall be supplied by SPI in preference
      to,
      and on a priority basis as compared with, supply and delivery arrangements
      in
      effect for other customers of SPI. The Company’s cost for lithium ion batteries
      purchased from SPI shall be SPI’s actual manufacturing costs for such batteries
      for the fiscal quarter of SPI in which the Company’s purchase takes place.





SPI
      has
      agreed to invest a minimum of $1,500,000 in each of the next two years in
      development of the technology for the Licensed Products. To date, investments
      have been made in the amount of $24,500. If the SPI does not make the required
      investments, it will be in default under the license agreement; Hybrid would
      have the right to terminate the license agreement.





*Basis
      of presentation*


The
      Company’s financial statements for the year ended July 31, 2008 have been
      prepared on a going concern basis which contemplates the realization of assets
      and settlement of liabilities and commitments in the normal course of business.
      The Company had $800,104 of revenue for the year ending July 31, 2008, of which
      $600,303 was from discontinued operations and as of July 31, 2008, there was
      a
      stockholders’ deficiency of approximately $4.1 million. Management recognized
      that the Company’s continued existence is dependent upon its ability to obtain
      needed working capital through additional equity and/or debt financing and
      revenue to cover expenses as the Company continues to incur losses.





The
      Company’s business is subject to most of the risks inherent in the establishment
      of a new business enterprise. The likelihood of success of the Company must
      be
      considered in light of the expenses, difficulties, delays and unanticipated
      challenges encountered in connection with the formation of a new business,
      rising operating and development capital, and the marketing of a new product.
      There is no assurance the Company will ultimately achieve a profitable level
      of
      operations.





The
      Company presently does not have sufficient liquid assets to finance its
      anticipated funding needs and obligations. The Company’s continued existence is
      dependent upon its ability to obtain needed working capital through additional
      equity and/or debt financing and achieve a level of sales adequate to support
      its cost structure. Management is actively seeking additional capital to ensure
      the continuation of its current activities and complete its proposed activities.
      However, there is no assurance that additional capital will be obtained. These
      uncertainties raise substantial doubt about the ability of the Company to
      continue as a going concern. The accompanying financial statements do not
      include any adjustments that might result from the outcome of these
      uncertainties should the Company be unable to continue as a going
      concern.




26


**HYBRID
        TECHNOLOGIES, INC.**
 **A
        Development Stage Company**
 
 **Notes
        to Consolidated Financial Statements**




SIGNIFICANT
      ACCOUNTING POLICIES





*Basis
      of consolidation*


The
      consolidated financial statements included the accounts and records of the
      Company and its wholly-owned and majority-owned subsidiaries. All significant
      intercompany accounts and transactions have been eliminated. The Company does
      not have any special purpose entities.





Where
      the
      Company’s ownership is less than 100 percent, the minority ownership interests
      are reported in the Consolidated Balance Sheets as a liability. The Company
      record minority interest expense which reflects the portion of the earnings
      (loss) of majority owned operations which are applicable to the minority
      interest partners. The minority ownership of the Company’s earnings is
      classified as “Minority interest share of (earnings) loss of consolidated
      subsidiaries” from discontinued operations in the Consolidated Statements of
      Operations.





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




Global
                  Electric, Corp.
              
              
              67.57
              %R
                  Electric Car, Co.
              
              
              67.57
              %Solium
                  Power, Corp.
              
              
              67.57
              %Hybrid
                  Technologies USA Distributing Inc.
              
              
              100.00
              %Hybrid
                  Electric Vehicles India Pvt. Ltd.
              
              
              100.00
              %





*Estimates*


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





*Financial
      instruments*


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





*Accounts
      receivables*


The
      Company provides credit to customers in the normal course of business. An
      allowance for accounts receivable is estimated by management based in part
      on
      the aging of receivables and historical transactions. Periodically
      management reviews accounts receivable for accounts that appear to be
      uncollectible and writes off these uncollectible balances against the allowance
      accordingly.





*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 less accumulated depreciation. Depreciation
      of property and equipment are accounted for by accelerated methods over the
      following estimated useful lives:


27


**HYBRID
        TECHNOLOGIES, INC.**
 **A
        Development Stage Company**
 
 **Notes
        to Consolidated Financial Statements**
 
 Lives
              
              MethodsBuilding
                  improvements
              
              
              39
                  years
              
              
              Straight
                  lineFurniture
                  and fixtures
              
              
              10
                  years
              
              
              AcceleratedSoftware
              
              
              3-5
                  years
              
              
              Straight
                  lineComputers
              
              
              5
                  years
              
              
              Straight
                  line
 
 *Deferred
        patent costs*
 The
        Company capitalizes costs directly incurred in pursuing patent applications
        as
        deferred patent costs. When such applications result in an issued patent,
        the
        related costs are amortized over the remaining legal life of the patents,
        which
        is assumed to be 17 years, using the straight-line method. On a quarterly
        basis,
        the Company reviews the issued patents and pending patent applications and
        if
        the Company determines to abandon a patent application, or an issued patent
        no
        longer has economic value, the unamortized balance in deferred patent costs
        relating to that patent is immediately expensed. As of July 31, 2008 there
        were
        only pending patent applications.
 
 *Stock
        based compensation*
 The
        Company issues stock options to employees and other certain service providers
        under stockholder approved stock option programs that provide the right to
        purchase the Company’s stock pursuant to stock purchase programs. The Company
        also issued common stock for services performed. The fair value of the stock
        options issued is estimated on the date of grant using the Black Scholes
        Option
        Pricing Model. The fair value of common stock issued for services is estimated
        on the date of issuance based on the value of the stock issued or the
        consideration received. See Note 8 of Notes to Consolidated Financial Statements
        for further disclosures and discussions.
 
 *Revenue
        recognition*
 The
        Company recognizes revenue in accordance with the guidance contained in SEC
        Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements"
        and other relevant accounting literature. Revenue is recognized when the
        product
        has been delivered and title and risk of loss have passed to the customer,
        collection of the resulting receivable is deemed reasonably assured by
        management, persuasive evidence of an arrangement exists and the sale price
        is
        fixed and determinable.
 
 *Shipping
        and handling*
 Shipping
        and handling costs related to services and product sales are expensed as
        incurred.
 
 *Advertising*
 Advertising
        costs are expensed as incurred and are included in general and administrative
        expenses. Total advertising expenditures for the years ended July 31, 2008
        and
        2007 and inception to July 31, 2008 date amounted to approximately $755,000,
        $282,000 and $1,778,000, respectively.
 
 *Concentration
        of risk*
 The
        Company maintains cash deposit accounts and certificates of deposits which
        at
        times may exceed federally insured limits. These accounts have not experienced
        any losses and the Company believes it is not exposed to any significant
        credit
        risk related to cash.
 
 *Income
        taxes*
 The
        Company accounts for income taxes using an asset and liability approach under
        which deferred income taxes are recognized by applying enacted tax rates
        applicable to future years to the differences between the financial statement
        carrying amounts and the tax bases of reported assets and
        liabilities.
 
 The
        principal item giving rise to deferred taxes is the net operating loss carry
        forward.
 
 Effective
        August 1, 2007, uncertain tax positions are accounted for in accordance with
        FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes."
        See
        Note 11 for further discussion.
 
 28





**HYBRID
      TECHNOLOGIES, INC.**


**A
      Development Stage Company**





**Notes
      to Consolidated Financial Statements**





*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 is reviewed on a regular basis for the
      existence of facts and circumstances that may suggest impairment. The Company
      recognizes impairment when the sum of undiscounted future cash flows is less
      than the carrying amount of the asset. The write down of the asset is charged
      to
      the period in which the impairment occurs.





*Foreign
      currency translation*


The
      functional currency for some foreign operations is the local currency. Assets
      and liabilities of foreign operations are translated at balance sheet date
      rates
      of exchange and income, expense and cash flow items are translated at the
      average exchange rate for the period. Translation adjustments in future periods
      will be recorded in Cumulative Other Comprehensive Income. The translation
      gains
      or losses were not material for the years ended July 31, 2008 and
      2007.





*Comprehensive
      loss*


The
      Company reports comprehensive loss in accordance with the requirements of SFAS
      No. 130. For the years ended July 31, 2008 and 2007, the difference between
      net
      loss and comprehensive loss is foreign currency translation.





*Loss
      per Share*


Basic
      loss per common share is computed by dividing net loss by the weighted average
      number of common shares outstanding during the specified period. Diluted loss
      per common share is computed by dividing net loss by the weighted average number
      of common shares and potential common shares during the specified period. All
      potentially dilutive securities, which include options and warrants convertible
      into 1,019,000 and 794,000 common shares at July 31, 2008 and 2007,
      respectively, have been excluded from the computations, as their effect is
      anti-dilutive.





*Discontinued
      Operations*


In
      April
      2008, the Company completed the sale of SPI. The operations of SPI were
      accounted for as discontinued operations in the consolidated financial
      statements for the years presented herein. The divestiture resulted in a loss
      of
      $473,220 and $752,880, respectively, for the years ended July 31, 2008, and
      2007, and $1,320,313 from inception (August 12, 2000) through July 31,
      2008.





Summarized
      combined statement of loss for discontinued operations is as
      follows:


**YEAR
                  ENDED**
                **July
                  31,****2008**
              
              
              2007Net
                  sales
              
              **$**
              **600,303**
              
              $
              1,330,062Loss
                  before income tax
              
              
              **(1,163,592**
              **)**
              
              (2,082,942
              )Provision
                  for income taxes
              
              
              **-**
              
              
              -Loss
                  from operations -net tax
              
              
              **(563,289**
              **)**
              
              (752,880
              )Gain
                  on sale of discontinued operations
              
              
              **90,069**
              
              
              -Provision
                  for income taxes
              
              
              **-**
              
              
              -Loss
                from discontinued operations - net of tax
              
              **$**
              **(473,220**
              **)**
              $
              (752,880
              )




*Reclassification*


Certain
      reclassifications have been made to the prior year’s financial statements to
      conform to the current year presentation. These reclassifications have had
      no
      impact on the net. The reclassification consisted of other assets being
      reclassified as marketable securities. The Company reclassified certain
      continuing operations to discontinued operations for the year ended July 31,
      2007 in the Company’s Consolidated Statements of Operations.


29


**HYBRID
        TECHNOLOGIES, INC.**
 **A
        Development Stage Company**
 
 **Notes
        to Consolidated Financial Statements**
  *Recently
        issued accounting pronouncements*


In
      December 2007, the Financial Accounting Standards Board (FASB) issued
      SFAS No. 141(R), “Business Combinations.” This standard establishes
      principles and requirements for how an acquirer recognizes and measures in
      its
      financial statements the identifiable assets acquired, the liabilities assumed,
      any non-controlling interest in the acquired and the goodwill acquired. This
      statement also establishes disclosure requirements which will enable users
      to
      evaluate the nature and financial effects of the business combination.
      SFAS No. 141(R) is effective for us for acquisitions made after
      November 30, 2009. We are evaluating the impact of this standard and do not
      expect the adoption of SFAS 141(R) to have a material impact on its
      financial statements.





In
      June
      2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty
      in
      Income Taxes - an Interpretation of FASB Statement No. 109" (FIN 48), which
      clarifies the accounting for uncertainty in tax positions. This interpretation
      requires that we recognize in our financial statements the benefit of a tax
      position if that position is more likely than not of being sustained on audit,
      based on the technical merits of the position. The provisions of FIN 48 become
      effective as of the beginning of our 2008 fiscal year, with the cumulative
      effect of the change in accounting principle recorded as an adjustment to
      opening retained earnings. We adopted FIN 48 as of January 1, 2007 and do not
      feel that FIN 48 will have an impact on our financial statements.





In
      September 2006, the FASB issued Statement No. 157, "Fair Value Measurements"
      (FAS 157), which defines fair value, establishes a framework for measuring
      fair
      value, and expands disclosures about fair value measurements. The provisions
      of
      FAS 157 become effective as of the beginning of our 2009 fiscal year. We do
      not
      expect the adoption of SFAS No. 157 to have a material impact on it consolidated
      financial position, results of operations or cash flows.





In
      September 2006, the FASB issued Statement No. 158, "Employer’s Accounting for
      Defined Benefit Pension and Other Postretirement Plans - an Amendment of FASB
      Statements No. 87, 88, 106, and 132(R)" (FAS 158). FAS 158 requires that
      employers recognize the funded status of their defined benefit pension and
      other
      postretirement plans on the balance sheet and recognize as a component of other
      comprehensive income, net of tax, the plan-related gains or losses and prior
      service costs or credits that arise during the period but are not recognized
      as
      components of net periodic benefit cost. We do not feel the implementation
      of
      this will have a significant impact on our financial statements.





In
      February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities, including an amendment of FASB
      Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure
      many financial instruments and certain other items at fair value that are not
      currently required to be measured at fair value and establishes presentation
      and
      disclosure requirements designed to facilitate comparisons between companies
      that choose different measurement attributes for similar types of assets and
      liabilities. The provisions of FAS 159 become effective as of the beginning
      of
      our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will
      have on our financial statements.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS No.
      160”). SFAS No. 160 amends Accounting Research Bulletin (“ARB”) No. 51 to
      establish accounting and reporting standards for the noncontrolling (minority)
      interest in a subsidiary and for the deconsolidation of a subsidiary. It
      clarifies that a noncontrolling interest in a subsidiary is an ownership
      interest in the consolidated entity that should be reported as equity in the
      Consolidated Financial Statements. SFAS No. 160 also requires consolidated
      net
      income to be reported at amounts that include the amounts attributable to both
      the parent and the non-controlling interest on the face of the consolidated
      statement of income.


30


**HYBRID
        TECHNOLOGIES, INC.**
 **A
        Development Stage Company**
 
 **Notes
        to Consolidated Financial Statements**


Under
      SFAS No. 160, the accounting for changes in a parent’s ownership interest in a
      subsidiary that do not result in deconsolidation must be accounted for as equity
      transactions for the difference between the parent’s carrying value and the cash
      exchanged in the transaction. In addition, SFAS No. 160 also requires that
      a
      parent recognize a gain or loss in net income when a subsidiary is
      deconsolidated (except in the case of a spin-off), and requires expanded
      disclosure in the Consolidated Financial Statements that clearly identify and
      distinguish between the interests of the parent’s ownership interest and the
      interests of the noncontrolling owners of a subsidiary. This Statement is
      effective for fiscal years, and interim periods within those fiscal years,
      beginning on or after December 15, 2008. The Company will adopt SFAS No. 160
      on
      January 1, 2009, as required, and is currently evaluating the impact of such
      adoption on its financial statements.




In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
      and Hedging Activities”, an amendment of FASB Statement No. 133 (“SFAS No.
      161”). The new standard is intended to improve financial reporting about
      derivative instruments and hedging activities by requiring enhanced disclosures
      to enable investors to better understand their effects on an entity’s financial
      position, financial performance and cash flows. It is effective for financial
      statements issued for fiscal years and interim periods beginning after November
      15, 2008. The Company does not believe that SFAS No. 161 will have a material
      impact on its financial statements.





In
      May
      2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
      Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of
      accounting principles and the framework for selecting the principles to be
      used
      in the preparation of financial statements of nongovernmental entities that
      are
      presented in conformity with generally accepted accounting principles (GAAP)
      in
      the United States. This Statement is effective sixty days following the SEC’s
      approval of the Public Company Accounting Oversight Board amendments to AU
      Section 411, “The Meaning of Present Fairly in Conformity With Generally
      Accepted Accounting Principles.” The Company is currently evaluating the
      potential impact, if any, of the adoption of SFAS No. 162 on its financial
      statements.





**Note
      2. Inventories**





Inventories
      consist of the following:


**July
                  31,****2008**
              
              2007Raw
                  materials
              
              **$**
              **134,456**
              
              $
              323,170Work
                  in progress
              
              
              **117,124**
              
              
              -Finished
                  goods
              
              
              **35,730**
              
              
              102,605**$**
              **287,310**
              
              $
              425,775




Raw
      materials, work in progress and finished goods for the year ended July 31,
      2008,
      is related to the Company’s planned sales of electric powered vehicles. For the
      year ended July 31, 2007, raw materials relate to the Company’s planned sales of
      electric powered vehicles and finished goods related to its telecommunication
      operations that were sold in April 2008.





**Note
      3. Property and equipment**





Property
      and equipment consists of:


31


**HYBRID
        TECHNOLOGIES, INC.**
 **A
        Development Stage Company**
 
 **Notes
        to Consolidated Financial Statements**
  **July
                  31,****2008**
              
              2007Building
                  and improvements
              
              **$**
              **1,272,352**
              
              $
              1,270,637Furniture
                  and fixtures
              
              
              **19,548**
              
              
              115,944Office
                  equipment
              
              
              **137,030**
              
              
              114,825Machinery
                  and equipment
              
              
              **19,026**
              
              
              27,389Vehicles
              
              
              **60,979**
              
              
              73,203Software
                  costs
              
              
              **11,874**
              
              
              19,993Land
              
              
              **700,000**
              
              
              700,000**2,220,809**
              
              
              2,321,991Less
                  accumulated depreciation
              
              
              **(206,229**
              **)**
              
              (201,648
              )**$**
              **2,014,580**
              
              $
              2,120,343




For
      the
      years ended July 31, 2008, and 2007 and inception to date, depreciation amounted
      to $103,407, $130,476 and $819,966, respectively.




**Note
      4. Other assets**





Other
      assets consist of:


**July
                  31,****2008**
              
              2007Deposits
              
              **$**
              **1,600**
              
              $
              1,600Other
                  notes receivable - net
              
              
              **50,000**
              
              
              50,000**$**
              **51,600**
              
              $
              51,600




On
      June
      28, 2006, the Company executed two $50,000 notes, one bearing interest at 6%
      and
      the other non-interest bearing note, to a contractor, as compensation for monies
      paid by the Company for purchasing a patent, and $50,000 for inventory that
      was
      either missing or damaged.





On
      August
      19, 2008, the non-interest bearing note in the amount of $50,000 was repaid.
      The
      note is included in other current assets on the Company's balance sheet at
      July
      31, 2008.


The
      interest bearing note is due June 23, 2011 and the Company is holding the patent
      as collateral which the Company believes to be worth more than the note. The
      Company is currently in negotiations regarding the repayment of the
      note.





**Note
      5. Advances from related parties and related party
      transactions**





During
      the years ended July 31, 2008 and 2007, the Company received and repaid
      additional advances from Del Mar Ventures Corp, a company owned by Aarif Jamani
      (a Company stockholder) of approximately $9,940 and $10,000, respectively in
      2008, and $2,334,000 and $2,418,000, respectively in 2007. As of July 31, 2008
      and 2007, the balance was $0 and $60, respectively.





The
      Company received and repaid additional advances from SSRI (owned by a Company
      stockholder) for the years ended July 31, 2008 and 2007 in amounts of
      approximately $3,732,000 and $3,592,000, respectively for 2008 and $109,000
      and
      $210,000, respectively for 2007. As of July 31, 2008 and 2007, the amount due
      to
      SSRI was $38,000 and $0, respectively.


32


**HYBRID
        TECHNOLOGIES, INC.**
 **A
        Development Stage Company**
 
 **Notes
        to Consolidated Financial Statements**


During
      the years ended July 31, 2008 and 2007 the Company received additional advances
      from Salim Rana (a Company stockholder) of approximately $0 and $563,000,
      respectively and repaid $83,000 and $480,000, respectively. As of July 31,
      2008
      and 2007, the amount due to Salim Rana was $0 and $83,000,
      respectively.





During
      the years ended July 31, 2008 and 2007, the Company received advances from
      A
& S Holding (owned by a previous Company president) of approximately $11,000
      and $436,000, respectively, and repaid $0 and $447,000 for 2007. As of July
      31,
      2008 and 2007, the amount due to the Company was $0 and $11,000,
      respectively.





The
      Company received advances from Greg Navone (a Director of the Company) for
      the
      years ended July 31, 2008 and 2007 in amounts of $115,000 and $5,000,
      respectively, and repaid $120,000 and $-0-, respectively. As of July 31, 2008
      and 2007, the amount due by the Company was $0 and $5,000,
      respectively.





Due
      from
      related parties and advances from related parties are reported as current assets
      or liabilities. These advances are not subject to written agreements and have
      no
      specific repayment terms but are deemed due on demand and are not interest
      bearing notes except for the Greg Navone note.





**Note
      6. Long-term debt**





Long-term
      debt consists of:


**July
                  31,****2008**
              
              2007Note
                  payable to Richard Howard,paid
                  in full in November 2007 (1)
              
              **$**
              **-**
              
              $
              1,044,71810.875%
                  note payable to Bayview LoanServicing,
                  LLC, payable in monthlyinstallments
                  of approximately $11,388 includinginterest,
                  collateralized by real propertydue
                  in full on or before December 2022 (1)
              
              
              **984,204**
              
              
              -10%
                  note payable to Wyndom CapitalInvestments,
                  Inc., payable in October 2010collateralized
                  by 10,000,000 shares ofthe
                  Company's common stock (2)
              
              
              **3,971,150**10%
                  note payable to Crystal CapitalVentures,
                  payable in May 2011collateralized
                  by 7,500,000 shares ofthe
                  Company's common stock (3)
              
              
              **1,211,000**
              
              
              -15.8%
                  note payable to AllegianceDirect
                  Bank, payable in monthlyinstallments
                  of approximately $525,due
                  in full on October 2008 (4)
              
              
              **1,476****6,167,830**
              
              
              1,044,718Less
                  current portion
              
              
              **(32,422**
              **)**
              
              (241,460
              )**$**
              **6,135,408**
              
              $
              803,258




33





**HYBRID
      TECHNOLOGIES, INC.**


**A
      Development Stage Company**





**Notes
      to Consolidated Financial Statements**




Principal
      maturities on continuing operations are as follows as of July 31,
      2008:


2009
              
              $
              32,4222010
              
              
              4,004,9722011
              
              
              1,249,8072012
              
              
              43,2452013
              
              
              48,189Thereafter
              
              
              789,194$
              6,167,830




(1)
      In
      November 2007, the Company refinanced a loan on a building. The Company paid
      the
      remainder of the loan to Richard Howard, with $50,000 in cash and $1,000,000
      from the new loan proceeds. The new loan with Bayview Loan Servicing, LLC is
      $1,000,000. The loan has an initial interest rate at 10.875% per annum with
      a
      monthly payment of $11,388, including interest. The loan is due on December
      1,
      2022. After the first 24 months, the interest rate adjusts to Prime plus 4.875%.
      Interest rate changes are limited to 2% increase or decrease in any annual
      adjustments. Interest expense to Richard Howard was $-0- for the year ended
      July
      31, 2008 due to the advance payment, $63,200 for the year ended July 31, 2007,
      and $63,200 from inception (August 12, 2000) through July 31, 2008. Interest
      expense for the years ended July 31, 2008 and 2007 for Bayview Loan Servicing,
      LLC is approximately $63,900 and $0, respectively, and $65,239 from inception
      (August 12, 2000) through July 31, 2008.





(2)
      In
      October 2007, the Company entered into a loan agreement with Wyndom Capital
      Investments, Inc. (“Wyndom”). The Company issued 10,000,000 pre-reverse stock
      split shares (computes to 1,428,573 post-reverse stock split shares) of
      outstanding stock as collateral for the above note and 8,571,427 post reverse
      stock split shares of outstanding stock as collateral to total 10,000,000 post
      reverse stock split shares. The agreement provides loans of up to $4,000,000
      with interest payable monthly at a rate of 10% per annum and due in full in
      October of 2010. Loans under the agreement are secured by the Company’s shares
      of common stock at a rate of two and one half shares to each dollar of
      principal. As of July 31, 2008, the Company has borrowed approximately
      $3,971,000 under the loan agreement. The Company paid interest to Wyndom of
      approximately $397,000 for the year ended July 31, 2008 and $0 for the year
      ended July 31, 2007, respectively and $397,000 from inception (August 12, 2000)
      through July 31, 2008. If Wyndom were to declare default and take possession
      of
      the collateral, the number of shares is sufficient to make Wyndom the
      controlling shareholder.





(3)
      On
      May 5, 2008, the Company entered into a loan agreement with Crystal Capital
      Ventures Inc. (“Crystal Capital”). The loan agreement provides for loans to the
      Company of up to $3,000,000, with a minimum initial loan of $500,000 taking
      place on May 19, 2008. The notes bear interest payable monthly in arrears at
      the
      rate of 10% per annum; and mature and are due and payable May 4, 2011. The
      loans
      under the loan agreement are secured by shares of the Company’s common stock
      held by Crystal Capital. The Company is required to issue shares as collateral
      at the rate of two and one half shares of the Company’s common stock for each
      dollar principal amount of the loan advanced to the Company. Following
      disbursement of the first $1,000,000 of funds pursuant to the loan agreement,
      on
      May 27, 2008, the Company issued 7,500,000 shares of common stock as collateral
      to Crystal Capital.





As
      of
      July 31, 2008, the Company has borrowed $1,211,000 under the loan agreement.
      The
      Company paid interest to Crystal Capital of approximately $121,000 for the
      year
      ended July 31, 2008 and $0 for the year ended July 31, 2007, respectively,
      and
      $121,000 from inception (August 12, 2000 through July 31, 2008)..





(4)
      On
      January 31, 2008 the Company financed a workman’s compensation policy with
      Allegiance Direct Bank for the period January 31, 2008 to January 31, 2009
      for
      $6,396. The Company was required to make a down payment of approximately $1,966
      in January 2008 and monthly payments including interest of 15.8%. The interest
      expense for the year ended July 31, 2008 and inception (August 12, 2000) through
      July 31, 2008, was $195.


34


**HYBRID
        TECHNOLOGIES, INC.**
 **A
        Development Stage Company**
 
 **Notes
        to Consolidated Financial Statements**
  **Note
        7. Stockholders' equity (deficit)**





In
      December 2007, the Company’s shareholders approved a 1:7 reverse stock split.
      Except for the presentation of common shares authorized and issued on the
      consolidated balance sheet and shares presented in the consolidated statement
      of
      stockholders’ equity (deficit), all shares and par share information has been
      revised to give retroactive effect to the reverse stock split. Authorized shares
      were 50,000,000 and were increased to 250,000,000 on December 24, 2007 (computes
      to 35,714,285 post-reverse stock split authorized shares). Wyndom Capital
      Investments, Inc. currently holds 10,000,000 post reverse stock split shares
      as
      collateral for a loan of up to $4,000,000 and Crystal Capital Ventures Inc.
      holds 7,500,000 post reverse stock split shares as collateral for a loan up
      to
      $3,000,000 as discussed in Note 6.





During
      the year ended July 31, 2007:





The
      Company issued stock options valued in the amount of $2,103,600.





The
      Company issued 1,206,000 shares of stock upon the exercise of stock
      options.





The
      Company issued 3,100,000 shares for services valued in the amount of
      $260,000.





The
      Company declared stock dividends totaling 9,299,381 shares.





During
      the year ended July 31, 2008:





The
      Company issued stock options valued in the amount of $804,652.





10,000,000
      shares of common stock were issued in escrow as collateral pre-reverse stock
      split.





The
      Company had a 1:7 reverse stock split.





16,071,427
      shares of common stock were issued in escrow as collateral post-reverse stock
      split. As of July 31, 2008, the total amount of post-reverse stock split shares
      held as collateral totaled 17,500,000 shares.





The
      Company issued 203,917 shares of stock upon the exercise of stock
      options.





**Note
      8. Stock options and deferred stock-based compensation**





Prior
      to
      August 1, 2006, the Company accounted for its share-based compensation plans
      using the intrinsic value method in accordance with the provisions of Accounting
      Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
      Employees," and related Interpretations, as permitted by Statement of Financial
      Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
      Compensation." Effective August 1, 2006, we adopted the provisions of SFAS
      No.
      123(R), "Share-Based Payment." The adoption of SFAS No. 123(R) resulted in
      the
      recording of compensation expense for employee stock options and employee stock
      purchase rights in our financial statements. Such compensation expense is
      recognized over the requisite service period based on the fair value of the
      options or rights on the date of grant.





Using
      the
      modified-prospective transition method, the compensation cost recognized during
      the year ended July 31, 2007, included (i) compensation cost for all share-based
      payments granted prior to, but not yet vested as of January 1, 2006, based
      on
      the grant date fair value estimated in accordance with the original provisions
      of SFAS No. 123, and (ii) compensation cost for all share-based payments granted
      subsequent to January 1, 2006, based on the grant date fair value estimated
      in
      accordance with the provisions of SFAS No. 123(R). Results for prior periods
      have not been restated.


35


**HYBRID
        TECHNOLOGIES, INC.**
 **A
        Development Stage Company**
 
 **Notes
        to Consolidated Financial Statements**
  On
        November 10, 2005, the FASB issued FASB Staff Position No. FAS 123R-3,
        "Transition Election Related to Accounting for Tax Effects of Share-Based
        Payment Awards." The Company has elected to adopt the alternative transition
        method provided in the FASB Staff Position for calculating the tax effects
        of
        share-based compensation pursuant to SFAS No. 123(R).




The
      following table reflects the assumptions utilized to value the 2006 stock option
      plan for the year ended July 31, 2008 and 2007 under SFAS 123R and using
      the Black-Scholes valuation model. 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. The risk-free interest
      rate is based upon U.S. Treasury Rates for instruments with similar terms.
      The
      expected term of the grants were estimated based upon the Company’s prior
      average experience. The Company has not paid cash dividends to date and does
      not
      plan to pay cash dividends in the near future. The volatility assumptions were
      derived from historical volatilities of competitors whose shares are traded
      in
      the public markets and are adjusted to reflect anticipated behavior specific
      to
      the Company.


Expected
                  dividend yield
              
              
              0
              %Risk-free
                  interest rate
              
              
              1
                  -5
              %Expected
                  volatility
              
              
              100
              %Expected
                  life from the vesting date
              
              
              0.4
                  - 1 year




The
      Company established the 2003 Restricted Stock Plan ("the Plan") during the
      year
      ended January 31, 2004 as well as the 2006 Restricted Stock Plan established
      during the year ended July 31, 2006, 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 and options for common shares for the 2003 Restricted Stock Plan and
      5,000,000 common shares and options for common shares for the 2006 Restricted
      Stock Plan 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.
      All
      2003 Restricted Stock Plan commons shares have been issued.





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





During
      the years ended July 31, 2008 and 2007, the Company granted 425,000 and
      2,000,000 options, respectively with an option price of $1.89 and $3.55 per
      share for July 31, 2008 and 2007, respectively, to various consultants. During
      the years ended July 31, 2008 and 2007, 425,000 and 2,000,000 options,
      respectively, were vested at the fair market value of which was determined
      under
      the Black-Scholes formula to be approximately $804,000 and $2,104,000 in July
      31, 2008 and 2007 and is included in general and administrative expenses. During
      the years ended July 31, 2008 and 2007, 200,000 and 1,206,000 options were
      exercised, respectively valued at $1.96 and $3.55 per share.


36


**HYBRID
        TECHNOLOGIES, INC.**
 **A
        Development Stage Company**
 
 **Notes
        to Consolidated Financial Statements**
  A
        summary
        of the Company’s Restricted Stock Plans follows:




Number
                  of
                SharesAuthorized
                  options but ungranted:**Balance
                  July 31, 2006**
              
              
              -Options
                  authorized (2006 Plan)
              
              
              5,000,000Options
                  granted (2006 Plan)
              
              
              (2,000,000
              )Options
                  cancelled/expired (2006 Plan)
              
              
              -**Balance
                  July 31, 2007**
              
              
              3,000,000Options
                  authorized (2006 Plan)
              
              
              -Options
                  granted (2006 Plan)
              
              
              (425,000
              )Options
                  cancelled/expired (2006 Plan)
              
              
              -**Balance
                  July 31, 2008 (2006 Plan)**
              
              
              2,575,000




Number of
                shares
              
              Weighted average
                exercise
                price/shareOptions
                  granted but unexercised:**Balance
                  July 31, 2006**
              
              
              14,500
              
              $
              6.40Options
                  cancelled during the year ended July 31, 2007 (2005 Plan)
              
              
              (14,500
              )
              $
              6.40Options
                  granted during the year ended July 31, 2007 (2006 Plan)
              
              
              2,000,000
              
              $
              3.55Options
                  exercised during the year ended July 31, 2007 (2006 Plan)
              
              
              (1,206,000
              )
              $
              3.55**Balance
                  July 31, 2007**
              
              
              794,000
              
              $
              3.55Options
                  cancelled during the year ended July 31, 2008 (2006 Plan)
              
              
              -Options
                  granted during the year ended July 31, 2008 (2006 Plan)
              
              
              425,000
              
              $
              2.00Options
                  exercised during the year ended July 31, 2008 (2006 Plan)
              
              
              (200,000
              )
              $
              3.55**Unexercised
                  options at July 31, 2008**
              
              
              1,019,000
              
              $
              2.90




During
      the years ended July 31, 2008 and 2007, total cash and related advances relieved
      in return for the exercise of options under the plan amounted to approximately
      $400,000 and $4,300,000, respectively.




Range of
              
              Options Outstanding
              
              Weighted
              
              Options Exercisable
              
              WeightedExercisable
              
              Outstanding at
              
              Average
              
              Exercisable at
              
              AveragePrices
              
              July 31, 2008
              
              Exercise Price
              
              July 31, 2008
              
              Exercise Price$2.00
                  - $3.55
              
              
              1,019,000
              
              $
              2.90
              
              
              1,019,000
              
              $
              2.90




The
      weighted average remaining contractual life of options outstanding at July
      31,
      2008 was approximately five years.





The
      aggregated intrinsic value of options outstanding and exercisable at July 31,
      2008, was de minimus. The aggregate intrinsic value represents the total pre-tax
      value (the difference between the Company’s closing stock price on the last
      trading day of July 31, 2008 and the exercise price, multiplied by the number
      of
      in-the money options) that would have been received by the option holders had
      all option holders exercised their options on July 31, 2008. The amount of
      aggregate intrinsic value will change based on the fair-market value of the
      Company’s common stock.


37


**HYBRID
        TECHNOLOGIES, INC.**
 **A
        Development Stage Company**
 
 **Notes
        to Consolidated Financial Statements**
  **Note
        9. Segment information**





FASB
      Statement No. 131, *Disclosures about Segments of an Enterprise and Related
      Information* ,
      establishes standards for reporting information about operating segments.
      Operating segments are defined as components of an enterprise about which
      separate financial information is available that is evaluated regularly by
      management. The Company is organized by line of business and geographical area.
      The Company has two businesses, telecommunication services and the development
      and sale of electric powered vehicles.





The
      following is financial information relating to the Company’s business segments
      from continuing operations:




**YEAR
                  ENDED JULY 31,****2008**
              
              2007Revenues
                  from external customers:Telecommunication
                  servicesUnited
                  States
              
              $
              -
              
              $
              -India
              
              
              **-**
              
              
              -Canada
              
              
              **-**
              
              
              -Electric
                  powered vehicle salesUnited
                  States
              
              
              **199,801**
              
              
              48,750Hong
                  Kong
              
              
              **-**
              
              
              -India
              
              
              **-**
              
              
              -Total
                  revenues from continuing operations
              
              $
              199,801
              
              $
              48,750Loss
                  from continuing operations:Telecommunication
                  servicesUnited
                  States
              
              $
              -
              
              $
              -India
              
              
              **-**
              
              
              -Canada
              
              
              **-**
              
              
              -Electric
                  powered vehicle salesUnited
                  States
              
              
              **(5,787,742**
              **)**
              
              (9,468,312
              )Hong
                  Kong
              
              
              **(2,119**
              **)**
              
              (32
              )India
              
              
              **(78,411**
              **)**
              
              -Total
                  loss from continuing operations
              
              $
              (5,868,272
              )
              $
              (9,468,344
              )**-**Long-lived
                  assets:Telecommunication
                  servicesUnited
                  States
              
              $
              -
              
              $
              -India
              
              
              **-**
              
              
              -Canada
              
              
              **-**
              
              
              -Electric
                  powered vehicle salesUnited
                  States
              
              
              **71,503**
              
              
              51,600Hong
                  Kong
              
              
              **-**
              
              
              -India
              
              
              **-**Total
                  long-lived assets
              
              $
              71,503
              
              $
              51,600




38


**HYBRID
        TECHNOLOGIES, INC.**
 **A
        Development Stage Company**
 
 **Notes
        to Consolidated Financial Statements**


**YEAR
                  ENDED JULY 31,****2008**
              
              2007Capital
                  expenditures:Telecommunication
                  servicesUnited
                  States
              
              **$**
              **-**
              
              $
              6,365India
              
              
              **7,985**
              
              
              34,510Canada
              
              
              **-**
              
              
              -Electric
                  powered vehicle salesUnited
                  States
              
              
              **93,970**
              
              
              118,327Hong
                  Kong
              
              
              **-**
              
              
              -India
              
              
              **4,795**
              
              
              -Total
                  capital expenditures
              
              **$**
              **106,750**
              
              $
              159,202Depreciation
                  and amortization:Telecommunication
                  servicesUnited
                  States
              
              **$**
              **16,532**
              
              $
              41,495India
              
              
              **10,276**
              
              
              3,495Canada
              
              
              **-**
              
              
              -Electric
                  powered vehicle salesUnited
                  States
              
              
              **76,013**
              
              
              85,486Hong
                  Kong
              
              
              **-**
              
              
              -India
              
              
              **586**
              
              
              -Total
                  depreciation and amortization
              
              **$**
              **103,407**
              
              $
              130,476




**Note
      10. Contingencies**





Hybrid
      Electric Vehicles India Pvt. Ltd. entered into an 11 month lease agreement.
      It
      is expected that in the normal course of business the lease will be continued
      or
      replaced by a similar arrangements.





Future
      minimum payments under this lease are approximately $950. Total rent expense
      for
      the year ended July 31, 2008 and 2007, amounted to approximately $3,455 and
      $0,
      respectively.





Effective
      April 16, 2008, SPI agreed to lease approximately 5,000 square feet of space
      in
      the Company’s North Carolina facility. The leased space will be suitable for,
      and utilized by SPI for, SPI’s developmental and manufacturing operations for
      licensed products pursuant to the license agreement. The leased space is leased
      on a month-to-month basis at a monthly rental of $2,500, the monthly rental
      to
      be escalated five (5%) percent annually. Although the lease was signed, the
      space is only 80% completed as of October 12, 2008. Also, effective April 16,
      2008, the Company sold specified equipment and supplies related to the licensed
      agreement to SPI for the purchase price of $29,005.





Total
      rent income for the year ended July 31, 2008 and 2007 amounted to approximately
      $6,500 and $0, respectively.





*Legal
      proceedings*


Other
      than as described below, the Company is not a party to any material legal
      proceedings and to the Company's knowledge; no such proceedings are threatened
      or contemplated. At this time the Company has no bankruptcy, receivership or
      similar proceedings pending.





On
      June
      3, 2008, the Company was notified of a case filed on June 2, 2008, by Peter
      Strojnik, Attorney at Law, in the Federal Court for the District of Arizona
      (Peter Strojnik, P.C. v. The Energy Bull et al.).  On June 24, 2008, the
      plaintiff amended the complaint to include the Company as a defendant. The
      complaint seeks damages against The Energy Bull and other defendants based
      on
      transmission of unsolicited facsimiles illegally promoting the stock of the
      Company to the plaintiff and members of the class that the plaintiff purports
      to
      represent.  The
      lawsuit seeks damages estimated in the complaint to be between $333 million
      and
      $3 billion, as well as injunctive relief for the alleged sending of unsolicited
      faxes. The Company denies these allegations and has filed a motion to dismiss
      to
      exclude the Company from the lawsuit. The Company disclaims, and has continually
      disclaimed on its web site and its communications with the investing public,
      all
      responsibility for authorizing in any manner unsolicited facsimiles issued
      by
      The Raging Bull or other parties that seek to promote the Company’s
      stock.


39


**HYBRID
        TECHNOLOGIES, INC.**
 **A
        Development Stage Company**
 
 **Notes
        to Consolidated Financial Statements**


*Letter
      of credit*


The
      Company, through its subsidiary, purchased a letter of credit in the amount
      of
      $40,000 from a financial institution to guarantee certain creditor payments.
      The
      financial institution required the Company to maintain deposits totaling $40,000
      to be kept on deposit as collateral for the letter of credit and related fees.
      This restricted was included in other assets as of July 31, 2007. In connection
      with the sale of the subsidiary in 2008, the obligation for the letter of credit
      and the restricted cash are transferred to the purchaser.





**Note
      11. Income taxes**





The
      Company adapted the provisions of FASB Interpretation No 48, Accounting for
      Uncertainty in Income Taxes (“FIN 48”), on August 1, 2007. The implementation of
      FIN 48 did not impact the total amount of the Company’s liabilities for
      uncertain tax position.





The
      Company recorded no provisions for income taxes for the years ended July 31,
      2008 and 2007.





A
      reconciliation of taxes on income computed at federal statuary rate to the
      amount provided is as follows:




**July
                  31,****2008**
              
              2007Tax
                  provision computed at federal statuary rate of 35% continuing operations
              
              **$**
              **(2,122,694**
              **)**
              $
              (3,453,410
              )Increase
                  (decrease) in taxes resulting from: unused operating
                  losses
              
              
              **2,122,694**
              
              
              3,453,410**$**
              **-**
              
              $
              -




Components
      of deferred income tax assets are as follows:




**July
                  31,****2008**
              
              2007**Tax
                  effect**
              
              Tax
                  effectDeferred
                tax assets - current:United
                  States net operating loss
              
              **$**
              **18,182,000**
              
              $
              17,000,000Valuation
                  allowances
              
              
              **(18,182,000**
              **)**
              
              (17,000,000
              )**$**
              **-**
              
              $
              -




The
      net
      operating loss carry forward as of July 31, 2008 is approximately $51.2 million
      and will expire in years through 2023.


40


**Item
        9. Changes In and Disagreements With Accountants on Accounting and Financial
        Disclosure.**




None.




**Item
      9A (T). Controls and Procedures.**





As
      supervised by our board of directors and our principal executive and principal
      financial officers, management has established a system of disclosure controls
      and procedures and has evaluated the effectiveness of that system. The system
      and its evaluation are reported on in the below Management's Annual Report
      on
      Internal Control over Financial Reporting. Our principal executive and financial
      officer has concluded that our disclosure controls and procedures (as defined
      in
      the 1934 Securities Exchange Act Rule 13a-15(e)) as of July 31, 2008, are
      effective, based on the evaluation of these controls and procedures required
      by
      paragraph (b) of Rule 13a-15.





Management's
      Annual Report on Internal Control over Financial Reporting





Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting, as such term is defined in Rule 13a-15(f) of the Securities
      Exchange Act of 1934 (the "Exchange Act"). Internal control over financial
      reporting is a process designed to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial statements
      for external purposes in accordance with U.S. generally accepted accounting
      principles.





Management
      assessed the effectiveness of internal control over financial reporting as
      of
      July 31, 2008. We carried out this assessment using the criteria of the
      Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
      Internal Control—Integrated Framework.





This
      annual report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial reporting.
      Management's report was not subject to attestation by our registered public
      accounting firm, pursuant to temporary rules of the Securities and Exchange
      Commission that permit us to provide only management's report in this annual
      report. Management concluded in this assessment that as of July 31, 2008, our
      internal control over financial reporting is effective.




There
      have been no significant changes in our internal control over financial
      reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
      during the fourth quarter of our 2008 fiscal year that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting.




**Item
      9B. Other Information.**




None.


41


**PART
      III**




**Item
      10. Directors, Executive Officers, and Corporate
      Governance.**





Our
      executive officers and directors and their respective ages as of October ,
      2008
      are as follows:




**Name**
            
            **Age**
            
            **Position**Holly
                A. Roseberry
            
            56
            
            Chief
                Executive Officer, President and DirectorMehboob
                Charania
            
            52
            
            Director,
                Treasurer and SecretaryBrian
                Newman
            
            57
            
            DirectorGreg
                Navone
            
            61
            
            Director





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





HOLLY
      A.
      ROSEBERRY was appointed as our secretary, treasurer and chief financial officer
      on February 20, 2002. On November 15, 2002, she resigned from these positions
      and was appointed as our president, chief executive officer and as a director.
      From 2001 to 2003, she acted as manager for the Azra Shopping Center. She
      obtained a Bachelor of Arts degree from Sacred Heart University in Bridgeport,
      Connecticut in 1973. Ms. Roseberry was employed from 1993 to 1996 as human
      resources manager, and from 1997 to 1999 as business office manager, of the
      Las
      Vegas location of Wards Department Store. Ms. Roseberry has held the positions
      of President, Chief Executive Officer and a Director of our majority-owned
      subsidiary, Zingo, Inc. August 30, 2005 to June 4, 2008.





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





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


42




GREGORY
      NAVONE, age 59, graduated from St. Mary’s College in Morgan, California, in
      1968, with a Bachelor of Arts degree.  For the past two years, Mr. Navone
      has been the owner and President of First Interstate Mortgage, a mortgage
      banking firm. Since 1987, Mr. Navone has been the owner and President of First
      Capital Financial. Both these firms are located in Las Vegas, Nevada. Mr. Navone
      was appointed a director of the Company shortly following its incorporation
      in
      April 2000, and served as a director until February, 2002. He returned to our
      Board of Directors in May 2005.




Term
      of
      Office





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





Committees





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





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 described above.





Section
      16(A) Beneficial Ownership Reporting Compliance




Section
      16(a) of the Exchange Act requires the Company’s executive officers and
      directors, and persons who beneficially own more than ten percent of the
      Company's equity securities, to file reports of ownership and changes in
      ownership with the Securities and Exchange Commission. Officers, directors
      and
      greater than ten percent shareholders are required by SEC regulation to furnish
      the Company with copies of all Section 16(a) forms they file. Based on its
      review of the copies of such forms received by it, the Company believes that
      during the fiscal year ended July 31, 2008 all such filing requirements
      applicable to its officers and directors were complied with.


43




**Item
      11. Executive Compensation.**





The
      following table sets forth certain information as to the Company's highest paid
      executive officers and directors for the Company's fiscal years ended July
      31,
      2008 and 2007. No other compensation was paid to any such officer or director
      other than the cash compensation set forth below.





SUMMARY
      COMPENSATION TABLE





Name and
              Principal
              Position**
            
            Year
              *
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            
            Change in
              Pension Value
              and Nonquali-
              fied Deferred
              Compensation
              Earnings
              ($)
            
            All Other
              Compen-
              Sation
            
            Total
              ($)(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)
            
            (i)
            
            (j)HollyRoseberryPresident
            
            
            2007
            
            $
            60,500
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            60,5002008
            
            $
            64,720
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            64,720MehboobCharania,Director
            
            
            2007
            
            $
            1,827
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            1,827





*
      Years
      ended July 31, 2008 and July 31, 2007.





**
      Holly
      Roseberry has held the office of President since November 15, 2002. Ms.
      Roseberry's functions as President have included, in addition to accounting
      and
      regulatory filing oversight, management and the sale of the Azra shopping
      center, general management of our day-to-day operations, working with the
      attorneys and accountants for the Company, general oversight of the agreements
      with and oversight of consultants to the Company and correspondence with the
      Company's transfer agent. Ms. Roseberry, as President and Chief Executive
      Officer, received management fees of $1,100 per week through December 31, 2006
      and $1,210 per week thereafter in our 2007 fiscal year. Her compensation for
      2007 included $12,000 of directors fees paid by one of our subsidiaries, which
      fees are not reflected in the above table.





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 2008, and there were no exercises of such options during
      or
      options held at the end of such fiscal year by officers or
      directors.





Directors’
      Compensation





Commencing
      June 1, 2006, we have paid Brian Newman, Gregory Navone and Shaffiq Kotadia
      directors’ fees of $1,000 per month. Ms. Roseberry is compensated as Chief
      Executive Officer, and receives no additional directors fees from the Company
      for acting as a director. In our fiscal year ended July 31, 2007, Ms. Roseberry
      received $12,000 in directors fees from Zingo, Inc. (now Superlattice Power,
      Inc.), a former majority-owned subsidiary.


44





DIRECTOR
      COMPENSATION





Name
            
            Fees
              Earned or
              Paid in
              Cash
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-Equity
              Incentive Plan
              Compensation
              ($)
            
            Change in
              Pension
              Value and
              Nonqualified
              Deferred
              Compensation
              Earnings
              ($)
            
            All Other
              Compensation
              ($)
            
            Total
              ($)(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)Mehboob
                Charania
            
            
            32,144
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            39,750Brian
                Newman
            
            
            12,000
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            12,000Gregory
                Navone
            
            
            12,000
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            12,000Shaffiq
                Kotadia*
            
            
            2,581
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            2,581





*  Shaffiq
      Kotadia resigned as a director on October 19, 2007.





**Item
      12. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following table sets forth certain information concerning the number of shares
      of
      our common stock owned beneficially as of September 11, 2008 by: (i) each person
      (including any group) known to us to own more than five percent (5%) of any
      class of our voting securities, (ii) each of our directors, and (iii)officers
      and directors as a group. Unless otherwise indicated, the shareholders listed
      possess sole voting and investment power with respect to the shares
      shown.


Name and address
              
              Number of Shares
              
              Percentage ofTitle of class
              
              of beneficial owner
              
              of Common Stock
              
              Common Stock (1)Common
                  Stock
              
              Holly
                RoseberryPresident,
                CEO, Director4894
                Lone Mountain Rd. #168Las
                Vegas, Nevada 89130
              
              
              555
              
              
              
              *All
                Officers and DirectorsDirectors
                as a Group thatConsists
                of four persons
              
              
              555
              
              
              
              *Crystal
                Capital Ventures Inc.1274
                Sundial Ave. Coral GrovePO
                Box 2135Belize
                City, Belize
              
              
              7,500,000
              (2)
              
              32.12
              %Wyndom
                Capital Investments
              
              
              
              
              
              42.83
              %35
                New Road #2112Belize
                City, Belize
              
              
              10,000,000
              (3)





*
      Less
      than 1%


45





(1)
            As
                of September 11, 2008, there were 23,347,257 shares of our common
                stock
                issued and outstanding.


(2)
            Held
                as collateral pursuant to Loan Agreement with the Company dated May
                5,
                2008.


(3)
            Held
                as collateral pursuant to Loan Agreement with the Company dated October
                29, 2007.





CHANGE
      IN
      CONTROL





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




**Item
      13. Certain Relationships and Related Transactions, and Director
      Independence.**





In
      our
      fiscal year ended July 31, 2007, Ms. Roseberry received $12,000 in directors
      fees from Zingo, Inc., our former majority-owned telecommunications subsidiary.
      In fiscal year ended July 31, 2008, Ms. Roseberry received $11,000 in consulting
      fees from Zingo, Inc. (now Superlattice Power, Inc.) as she worked with their
      new officers throughout the changeover period following the sale of the
      Company’s controlling stock interest in Zingo, Inc. She is no longer receiving
      any compensation from Superlattice.





The
      Company received advances from Greg Navone (a Director of the Company) for
      the
      years ended July 31, 2008 and 2007 in amounts of $115,000 and $5,000,
      respectively, and repaid $120,000 and $-0-, respectively. As of July 31, 2008
      and 2007, the amount due by the Company was $0 and $5,000,
      respectively.




**Item
      14.  Principal Accountant Fees and Services.**





(1)
            Aggregate
                fees for the last two years:
            2008-$30,000
            2007-$20,000(2)
            Audit
                related fees:
            2008-
                NA
            2006-
                NA(3)
            Tax
                fees:
            2008-
                NA
            2006-
                NA(4)
            All
                other fees.
            NA(5)
            Audit
              committee pre-approval processes, percentages of services approved
              by
              audit committee, percentage of hours spent on audit engagement by persons
              other than principal accountant's full time employees.
              NA




46




**Item
      15. Exhibits and Financial Statement Schedules.**





Exhibit No.
            
            Description3.1
            
            Articles
                of Incorporation of the Company.(Incorporated herein by reference
                to
                Exhibit 3.1 to the Company's Registration Statement on Form SB-2,
                filed
                with the Commission on May 29, 2001.)3.1a
            
            Certificate
                of Amendment to Articles of Incorporation filed October 27, 2004.
                (Incorporated by reference to Exhibit 3.1a to the Company’s Current Report
                on Form 8-K, filed with the Commission on November 2,
                2004.)3.1b
            
            Form
                of Restatement of Articles of Incorporation of the Company. (Incorporated
                by reference to Exhibit 3.1a to the Company’s Quarterly Report on Form
                10-QSB, filed with the Commission on December 15,
                2004.)3.1c
            
            Certificate
                of Amendment to Articles of Incorporation, filed effective March
                9, 2005.
                (Incorporated by reference to Exhibit 3.1c to the Company’s Annual Report
                on Form 10-KSB, filed with the Commission on May 23,
                2005.)3.1d
            
            Certificate
                of Change, filed effective January 17, 2008. (Incorporated by reference
                to
                Exhibit 3.1d to the Company’s Current Report on Form 8-K, filed with the
                Commission on January 16, 2008.)3.1e
            
            Certificate
                of Amendment to Articles of Incorporation, filed effective December
                24,
                2007, 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
                4.1
                to the Company’s Annual Report on Form 10-KSB, filed with the Commission
                on November 8, 2006.)4.2
            
            Whistler
                Investments, Inc. 2003 Restricted Stock Plan. (Incorporated herein
                by
                reference to Exhibit 4.2 to the Company's Registration Statement
                on Form
                S-8 filed with the Commission on July 18, 2003.)4.3
            
            Hybrid
                Technologies, Inc. 2005 Restricted Stock Plan. (Incorporated herein
                by
                reference to Exhibit 4. to the Company's Registration Statement on
                Form
                S-8 filed with the Commission on April 22, 2005.) 4.4 Promissory
                Note,
                dated December 3, 2004, payable to Trade Winds Telecom, LLC. (Incorporated
                by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-KSB,
                filed with the Commission on May 23, 2005.)10.1
            
            Mineral
                Claim dated October 2, 2000.(Incorporated herein by reference to
                Exhibit
                10.1 to the Company's Registration Statement on Form SB-2 filed with
                the
                Commission on May 29, 2001.)10.2
            
            Mineral
                Property Staking and Sales agreement, dated September 19, 2000, between
                Mr. Edward McCrossan and the Company. (Incorporated herein by reference
                to
                Exhibit 10.2 to the Company's Registration Statement on Form SB-2
                filed
                with the Commission on May 29,
                2001.)




47




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.)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.)




48




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.)10.17
            
            Agreement
                and Plan of Reorganization, dated as of August 18, 2005, among the
                Company, Whistlertel, Inc. and Javakingcoffee, Inc. (Incorporated
                by
                reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K,
                filed with the Commission on August 24, 2005.)10.18
            
            Notice,
                dated July 2, 2005, from Hybrid Technologies, Inc. To RV Systems,
                Inc.
                (Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report
                on Form 10-KSB, filed with the Commission on October 26,
                2005.)10.19
            
            Nonreimbursable
                Space Act Agreement between National Aeronautics and Space Administration,
                John F. Kennedy Space Center and Hybrid Technologies, Inc. (Incorporated
                by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form
                10-QSB, filed with the Commission on March 17, 2006.10.20
            
            Agreement
                dated March 30, 2006 between Paratransit, Inc. and the Company.
                (Incorporated herein by reference to Exhibit 10.20 to the Company’s Annual
                Report on Form 10-KSB, filed with the Commission on November 8,
                2006.)10.21
            
            Request
                for Pilot Approval, submitted May 31, 2006, to New York City Taxi
                and
                Limousine Commission by the Company. (Incorporated herein by reference
                to
                Exhibit 4.1 to the Company’s Annual Report on Form 10-KSB, filed with the
                Commission on November 8, 2006.)




49




10.22
            
            Consulting
                Agreement, dated March 26, 2007, between Hybrid Technologies, Inc.
                and
                Griffen Trading Company. (Incorporated by reference to Exhibit 10.22
                to
                the Company’s Quarterly Report on Form 10-QSB, filed with the Commission
                on June 19, 2007.)10.23
            
            Loan
                Agreement, dated as of October 29, 2007, between Wyndom Capital
                Investments, Inc. and the Company. (Incorporated by reference to
                Exhibit
                10.23 to the Company’s Annual Report on Form 10-KSB, filed with the
                Commission on November 13, 2007.)10.24
            
            Form
                of Note issuable pursuant to the Loan Agreement, dated October 29,
                2007,
                between Wyndom Capital Investments, Inc. and the Company, filed herewith.
                (Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report
                on Form 10-KSB, filed with the Commission on November 13,
                2007.)10.25
            
            Stock
                Purchase Agreement, dated as of April 15, 2008, between the Company
                and
                Blue Diamond Investments, Inc. (Incorporated by reference to Exhibit
                10.25
                to the Company’s Current Report on Form 8-K, filed with the Commission on
                April 21, 2008.)10.26
            
            License
                Agreement, dated April 15, 2008, between the Company and Zingo, Inc.
                (now
                Superlattice Power, Inc.). (Incorporated by reference to Exhibit
                10.25 to
                the Company’s Current Report on Form 8-K, filed with the Commission on
                April 21, 2008.)10.27
            
            Loan
                Agreement, dated as of May 5, 2008, between Crystal Capital Ventures
                Inc.
                and the Company. (Incorporated by reference to Exhibit 10.27 to the
                Company’s Current Report on Form 8-K, filed with the Commission on June 6,
                2008.)10.28
            
            Form
                of Note issuable pursuant to the Loan Agreement, dated May 5, 2008,
                between Crystal Capital Ventures Inc. and the Company. (Incorporated
                by
                reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K,
                filed with the Commission on June 6, 2008.)21
            
            Subsidiaries
                of Registrant, filed herewith.23
            
            Consent
                of Independent Registered Public Accounting Firm, filed
                herewith.31
            
            Certification
                of Chief Executive Officer and Principal Financial Officer Pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 2002, filed
                herewith.32
            
            Certification
                of Chief Executive Officer and Principal Financial Officer Pursuant
                to 18
                U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002, filed herewith.




50




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 RoseberryHolly
                RoseberryChief
                Executive Officer and Principal Financial OfficerDate:
                November 12, 2008





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 RoseberryHolly
                RoseberryPresident
                and C.E.O.(President,
                Chief Executive OfficerPrincipal
                Financial Officer and Director)Date:
                November 12, 2008By:
            /s/
                Mehboob CharaniaMehboob
                Charania(Secretary
                and Director)Date:
                November 12, 2008By:
            /s/
                Brian NewmanBrian
                Newman(Director)Date:
                November 12, 2008By:
            /s/
                  Gregory NavoneGregory
                Navone(Director)Date:
                  November 12, 2008


51





EXHIBIT
      INDEX





3.1e
            Certificate
                of Amendment to Articles of Incorporation, filed effective December
                24,
                2007, filed herewith.21
            Subsidiaries
                of Registrant.23
            Consent
                of Independent Registered Public Accounting Firm.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.


52