UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q


(Mark
One)


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


For the
quarterly period ended March 31, 2009





o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
transition period from __________ to __________





Commission
file number: 000-50370




HYBRID
      DYNAMICS CORPORATION(Exact
      name of small business issuer in its charter)Nevada
              
              33-1041835(State
      or other jurisdiction of  incorporation or
      organization)
              
              (I.R.S.
      Employer Identification No.)52-66
      Iowa Avenue, Paterson, NJ 07503(Address
      of principal executive offices)(973)
      279-3261(Issuer's
      telephone number)______________________________(Former
      name, former address and former fiscal year, if changed since last
      report)





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




Large
      accelerated filer
              o
              Accelerated
      filer
              oNon-accelerated
      filer
              o  (Do not
      check if a smaller reporting company)
              Smaller
      reporting company
              x





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





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:





11,325,647
shares outstanding as of March 31, 2009.


1




HYBRID
DYNAMICS CORPORATION





INDEX




PagePART I
                              FINANCIAL INFORMATION
                              3Item 1.
                              Financial Statements
                              3Condensed Consolidated Balance Sheets
      (Unaudited)
                              3Condensed Consolidated Statements of Operations
      (Unaudited)
                              4Condensed Consolidated Statements of Cash Flows
      (Unaudited)
                              5Condensed Consolidated Statements of Stockholder's
      Deficit
                              7Notes to the Condensed Consolidated Financial Statements
      (Unaudited)
                              8Item 2.
                              Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                              15Item 3.
                              Quantitative and Qualitative Disclosures About Market
      Risk
                              17Item 4T.
                              Controls and Procedures
                              17PART II
                              OTHER INFORMATION
                              17Item 1.
                              Legal Proceedings
                              17Item 2.
                              Unregistered Sales of Equity Securities and Use of
      Proceeds
                              18Item 3.
                              Defaults Upon Senior Securities
                              18Item 4.
                              Submission of matters to a Vote of Security
      Holders
                              18Item 5.
                              Other Information
                              18Item 6.
                              Exhibits
                              18Signatures
                              19
















2
 Table of Contents


PART I – FINANCIAL INFORMATION


Item 1.       Consolidated Financial
Statements







HYBRID
DYNAMICS CORPORATION


And
Subsidiaries


Condensed Consolidated Balance Sheets


(Unaudited)





March
      31
                                      
                                      
                                      December
      312009
                                      
                                      
                                      2008(Unaudited)
                                      
                                      
                                      (Audited)ASSETSCurrent
      Assets:Cash
                                      
                                      $
                                      18,890
                                      
                                      
                                      $
                                      65,954Accounts
      Receivable
                                      
                                      
                                      507
                                      
                                      
                                      
                                      244Prepaid
      Expenses
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,250Inventory
                                      
                                      
                                      88,553
                                      
                                      
                                      
                                      85,749Total
      Current Assets
                                      
                                      
                                      107,950
                                      
                                      
                                      
                                      154,197Equipment
                                      
                                      
                                      69,415
                                      
                                      
                                      
                                      69,415Less:  Accumulated
      Depreciation
                                      
                                      
                                      (36,516
                                      )
                                      
                                      
                                      (32,519
                                      )Total
      Equipment
                                      
                                      
                                      32,899
                                      
                                      
                                      
                                      36,896Total
      Assets
                                      
                                      $
                                      140,849
                                      
                                      
                                      $
                                      191,093LIABILITIES
      & STOCKHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      Payable
                                      
                                      $
                                      327,799
                                      
                                      
                                      $
                                      331,009Accrued
      Payroll Taxes Payable
                                      
                                      
                                      54,386
                                      
                                      
                                      
                                      42,575Accrued
      Wages & Accounts Payable Officers
                                      
                                      
                                      100,532
                                      
                                      
                                      
                                      71,618Promissory
      Notes Payable
                                      
                                      
                                      137,352
                                      
                                      
                                      
                                      185,511Current
      Portion of Long Term Notes Payable
                                      
                                      
                                      4,560
                                      
                                      
                                      
                                      17,136Total
      Current Liabilities
                                      
                                      
                                      624,629
                                      
                                      
                                      
                                      647,849Long
      Term Notes Payable
                                      
                                      
                                      57,234
                                      
                                      
                                      
                                      57,570Total
      Liabilities
                                      
                                      
                                      681,863
                                      
                                      
                                      
                                      705,419Stockholders'
      DeficitPreferred
      Stock - $0.0001 par value, 900,000 sharesauthorized no shares
      issued and outstandingSeries
      A Preferred Stock - $5 stated value, 660,000 sharesauthorized
      60,000 shares issued and outstanding
                                      
                                      
                                      300,000
                                      
                                      
                                      
                                      300,000Common
      Stock - $.00015 par value, 99,000,000 sharesauthorized, 11,325,647
      shares issued and outstanding
                                      
                                      
                                      1,699
                                      
                                      
                                      
                                      1,699Additional
      Paid-In Capital
                                      
                                      
                                      1,523,501
                                      
                                      
                                      
                                      1,472,619Accumulated
      Deficit
                                      
                                      
                                      (2,366,214
                                      )
                                      
                                      
                                      (2,288,644
                                      )Total
      Stockholders' Deficit
                                      
                                      
                                      (541,014
                                      )
                                      
                                      
                                      (514,326
                                      )Total
      Liabilities and Stockholders' Deficit
                                      
                                      $
                                      140,849
                                      
                                      
                                      $
                                      191,093





The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements


3
 Table of Contents


HYBRID
DYNAMICS CORPORATION


And
Subsidiaries


Condensed Consolidated Statements of Operations


(Unaudited)





For
      the Three Months EndingMarch
      312009
                                
                                
                                2008(Unadited)
                                
                                
                                (Unadited)Revenues
                                
                                $
                                5,574
                                
                                
                                $
                                -Cost
      of Goods Sold
                                
                                
                                2,526
                                
                                
                                
                                -Gross
      Profit
                                
                                
                                3,048
                                
                                
                                
                                -Operating
      ExpensesGeneral
      and Administrative
                                
                                
                                71,905
                                
                                
                                
                                126,875Stock
      based compensation
                                
                                
                                -
                                
                                
                                
                                67,000Depreciation
      and amortization
                                
                                
                                3,997
                                
                                
                                
                                -Total
      Operating Expenses
                                
                                
                                75,902
                                
                                
                                
                                193,875Other
      ExpensesInterest
      expense
                                
                                
                                4,716
                                
                                
                                
                                2,832Net  (Loss)
                                
                                $
                                (77,570
                                )
                                
                                $
                                (196,707
                                )Net
      (Loss) Per Common Share
                                
                                $
                                (0.007
                                )
                                
                                $
                                (0.037
                                )Weighted
      average shares outstanding
                                
                                
                                11,325,647
                                
                                
                                
                                5,364,070






















The
accompanying notes are an integral part of these unaudited consolidated
financial statements


4
 Table of Contents


HYBRID
DYNAMICS CORPORATION


And
Subsidiaries


Condensed Consolidated Statements of Cash Flows


(Unaudited)





For
      the Three Months EndingMarch
      312009
                              
                              
                              2008(Unadited)
                              
                              
                              (Unadited)Cash
      Flows from Operating ActivitiesNet
      (Loss)
                              
                              $
                              (77,570
                              )
                              
                              $
                              (755,376
                              )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation
      & amortization
                              
                              
                              3,997
                              
                              
                              
                              1,968Stock
      based compensation expenses
                              
                              
                              -
                              
                              
                              
                              48,810Stock
      issued for interest
                              
                              
                              -
                              
                              
                              
                              600Forgiveness
      of officers compensation
                              
                              
                              -
                              
                              
                              
                              228,501Officer
      compensation contributed to capital
                              
                              
                              50,882Loss
      on impairment of long-lived assets
                              
                              
                              -
                              
                              
                              
                              115,789Minority
      interest share of income
                              
                              
                              -
                              
                              
                              
                              (318
                              )Changes
      in assets and liabilities:Accounts
      receivable
                              
                              
                              (263
                              )
                              
                              
                              9,956Allowance
      for doubtful accounts
                              
                              
                              -
                              
                              
                              
                              (12,919
                              )Prepaid
      expenses
                              
                              
                              2,250Inventory
                              
                              
                              (2,804
                              )
                              
                              
                              -Accounts
      payable vendors
                              
                              
                              (64,281
                              )
                              
                              
                              78,207Accrued
      payroll taxes
                              
                              
                              11,811
                              
                              
                              
                              -Accrued
      expenses
                              
                              
                              -
                              
                              
                              
                              (3,773
                              )Accrued
      wages
                              
                              
                              28,914
                              
                              
                              
                              82,352Net
      Cash Used in Operating Activities
                              
                              
                              (47,064
                              )
                              
                              
                              (206,203
                              )Cash
      Flows Used in Investing Activities:Capitalized
      patent costs
                              
                              
                              -
                              
                              
                              
                              (1,429
                              )Cash
      Flows Used in Investing Activities
                              
                              
                              -
                              
                              
                              
                              (1,429
                              )Cash
      Flows From Financing Activities:Sale
      of securities for cash, net
                              
                              
                              -
                              
                              
                              
                              -Proceeds
      from notes payable
                              
                              
                              -
                              
                              
                              
                              206,929Payment
      on notes payable
                              
                              
                              -
                              
                              
                              
                              (1,205
                              )Cash
      acquired in acquisition
                              
                              
                              -
                              
                              
                              
                              -Net
      Cash From Financing Activities
                              
                              
                              -
                              
                              
                              
                              205,724Net
      (Decrease) Increase in Cash
                              
                              $
                              (47,064
                              )
                              
                              $
                              (1,908
                              )Cash
      at Beginning of Period
                              
                              
                              65,954
                              
                              
                              
                              1,912Cash
      at End of Period
                              
                              $
                              18,890
                              
                              
                              $
                              4Cash
      paid for:Interest
                              
                              $
                              1,181
                              
                              
                              $
                              683Taxes
                              
                              $
                              -
                              
                              
                              $
                              -


5
 Table of Contents




Three
      Months Ended March 31,2009
                      
                      
                      2008Supplemental
      disclosure of cash flow informationCash
      paid for:Interest
                      
                      $
                      1,181
                      
                      
                      $
                      683Income
      Taxes
                      
                      $
                      -
                      
                      
                      $
                      -




Supplemental
      Schedule of Non-cash Investing and Financing Activities;For
      the three months ended March 31, 2009Officers
      compensation contributed to capital in the amount of
    $50,882For
      the three months ended March 31, 2008Value
      attributed to warrants issued with preferred stock in the amount of
      73,860Value
      of warrants issued for services in the amount of $20,025Shares
      issued for expenses in the amount of $882Shares
      issued in repayment of debt and related interest in the amount of
      $53,,693Shares
      issued for services in the amount of $67,000














The
accompanying notes are an integral part of these unaudited consolidated
financial statements


6
 Table of Contents




HYBRID
DYNAMICS CORPORATION
 And
Subsidiaries
 Condensed Consolidated Statements of Stockholder’s
Deficit
 (Unaudited)




Preferred
      Stock
                                            
                                            
                                            Class
      A Preferred
                                            
                                            
                                            Common
      Stock
                                            
                                            
                                            Additional
                                            
                                            
                                            Accumulated
                                            
                                            
                                            TotalNumber
      of
                                            
                                            
                                            Number
      of
                                            
                                            
                                            Number
      of
                                            
                                            
                                            
                                            
                                            
                                            Paid-in
                                            
                                            
                                            Retained
                                            
                                            
                                            Stockholders'Shares
                                            
                                            
                                            Amount
                                            
                                            
                                            Shares
                                            
                                            
                                            Amount
                                            
                                            
                                            Shares
                                            
                                            
                                            Amount
                                            
                                            
                                            Capital
                                            
                                            
                                            (Deficit)
                                            
                                            
                                            (Deficit)Balance,
      December 31, 2007 (Audited)
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            
                                            5,187,285
                                            
                                            
                                            $
                                            778
                                            
                                            
                                            $
                                            1,092,338
                                            
                                            
                                            $
                                            (1,536,496
                                            )
                                            
                                            $
                                            (443,380
                                            )Shares
      issued for services
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            200,000
                                            
                                            
                                            
                                            30
                                            
                                            
                                            
                                            66,970
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            67,000Shares
      issued on conversion of note
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            358,722
                                            
                                            
                                            
                                            54
                                            
                                            
                                            
                                            53,757
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            53,811Shares
      issued for cash:Shares
      of Series A preferred stock
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            60,000
                                            
                                            
                                            
                                            300,000
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            300,000Series
      A preferred stock discount
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (283,439
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            (283,439
                                            )Shares
      of common stock
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            150,000
                                            
                                            
                                            
                                            23
                                            
                                            
                                            
                                            26,858
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            26,880Class
      A warrants
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            106,800
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            106,800Selling
      agent warrants
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            20,025
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            20,025Shares
      issued for acquisition
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            4,500,000
                                            
                                            
                                            
                                            675
                                            
                                            
                                            
                                            139,491
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            140,166Share
      Based Compensation
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            82,167
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            82,167Incentive
      stock options granted
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            110,333
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            110,333Shares
      received on settlement agreement
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (2,109,873
                                            )
                                            
                                            
                                            (316
                                            )
                                            
                                            
                                            (84,079
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            (84,395
                                            )Shares
      issued for executive services
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            2,109,873
                                            
                                            
                                            
                                            316
                                            
                                            
                                            
                                            84,079
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            84,395Shares
      issued in payment of indebtedness
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            200,000
                                            
                                            
                                            
                                            30
                                            
                                            
                                            
                                            43,778
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            43,808Shares
      issued as bonus interest on notes
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            105,000
                                            
                                            
                                            
                                            16
                                            
                                            
                                            
                                            8,234
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            8,250Shares
      issued for late registration penalty
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            108,000
                                            
                                            
                                            
                                            16
                                            
                                            
                                            
                                            5,384
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            5,400Shares
      issued for anti-dilution agreement
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            516,640
                                            
                                            
                                            
                                            77
                                            
                                            
                                            
                                            (77
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            0Net
      loss
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (752,148
                                            )
                                            
                                            
                                            (752,148
                                            )Balance,
      December 31, 2008 (Audited)
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            
                                            60,000
                                            
                                            
                                            $
                                            300,000
                                            
                                            
                                            
                                            11,325,647
                                            
                                            
                                            $
                                            1,699
                                            
                                            
                                            $
                                            1,472,619
                                            
                                            
                                            $
                                            (2,288,644
                                            )
                                            
                                            $
                                            (514,326
                                            )Officer's
      compensation contributed to capital
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            50,882
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            50,882Net
      loss
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (77,570
                                            )
                                            
                                            
                                            (77,570
                                            )Balance,
      March 31, 2009 (Unaudited)
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            
                                            60,000
                                            
                                            
                                            $
                                            300,000
                                            
                                            
                                            
                                            11,325,647
                                            
                                            
                                            $
                                            1,699
                                            
                                            
                                            $
                                            1,523,501
                                            
                                            
                                            $
                                            (2,366,214
                                            )
                                            
                                            $
                                            (541,014
                                            )


The
accompanying notes are an integral part of these unaudited consolidated
financial statements


7
 Table of Contents





Notes to the Condensed Consolidated Financial
Statements


For the
Three Months Ended March 31, 2009


(Unaudited)





Note 1 –
Unaudited Financial Information





The
unaudited financial information included for the three-month interim periods
ended March 31, 2009 and 2008 were taken from the books and records without
audit. However, such information reflects all adjustments (consisting only of
normal recurring adjustments), which are of the opinion of management, necessary
to reflect properly the results of operations for the interim period presented.
The results of operations for the three-month period ended March 31, 2009 are
not necessarily indicative of the results expected for the fiscal year ending
December 31, 2009.





Note 2 –
Financial Statements and Basis of Presentation





Management
has elected to omit substantially all footnotes relating to the condensed
consolidated financial statements of the Company included in this
report.  For a complete set of footnotes, reference is made to the
Company's Current Report on Form 10-K for the year ending December 31, 2008 as
filed with the Securities and Exchange Commission and the audited financial
statements included therein.





The
accompanying unaudited financial statements include the accounts of the Company,
the accounts of its wholly owned subsidiary Pukka USA, Inc. (as the accounting
parent of the consolidated group), and the accounts of Pukka’s wholly owned
subsidiaries, Red Iron Group LLC, Fire Ant Corporation, and Infomac Corporation
for all periods presented and the accounts of Delaware American Motors, Inc.
(“DAM”) and its wholly owned subsidiary Delaware American Motors LLC (“DAMLLC”)
for the period from its date of acquisition, May 13, 2008.





Note 3 –
Going Concern





The
accompanying financial statements contemplate continuation of the Company as a
going concern. The Company incurred a net loss of $77,570 and $752,148 for the
three months ended March 31, 2009 and the year ended December 31, 2008,
respectively, and as of March 31, 2009 the Company has an accumulated deficit of
$2,366,214 and a working capital deficit of $516,679.





Further
losses are anticipated in the development of the Company’s business and there
can be no assurance that the Company will be able to achieve or maintain
profitability. The continuing operations of the Company and the recoverability
of the carrying value of the assets is dependent upon the ability of the Company
to obtain necessary financing to fund its working capital requirements, and upon
future profitable operations.  The accompanying financial statements
do not include any adjustments relative to the recoverability and classification
of asset carrying amounts or the amount and classification of liabilities that
might result from the outcome of this uncertainty.





We do not
currently have any commitments for financing.  Our present operations
depend upon the continued support of our shareholders and executive officers,
and our continuation as a going concern is dependent upon continued financial
support from these parties.





There can
be no assurance that capital will be available as necessary to meet our working
capital requirements or, if the capital is available, that it will be on
reasonable terms acceptable us.  The


8
 Table of Contents


issuances
of additional equity securities by the Company may result in dilution in the
equity interests of our current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and
future cash commitments. If we are unable to obtain financing in the amounts and
on terms deemed acceptable, the business and future success may be adversely
affected. Management intends to finance operating costs over the next twelve
months with loans from related parties, commercial loans and/or private
placement of capital stock.





Note
4 – Acquisition





On May
13, 2008 the Company issued 4,500,000 shares of Common Stock as the sole
consideration paid in exchange for 100% of the issued shares of common stock of
DAM.





Note 5 –
Inventory





Inventories
are stated at the lower of cost or market. Cost is determined using the
first-in, first-out method (“FIFO”).  Inventory is stated at cost and
reserves are recorded to state the inventory at net realizable
value.  Inventory at March 31, 2009 consists of the
following:




March
      31, 2009Motorcycles
      prototypes
                              
                              $
                              82,653Parts
      and supplies
                              
                              
                              23,798Valuation
      allowance
                              
                              
                              (17,898
                              )$
                              88,553




Note 6 –
Property, Plant and Equipment





Property,
plant and equipment at March 31, 2009 consists of the following:





March
      31, 2009Machinery,
      office furniture and equipment
                  
                  $
                  69,415Accumulated
      depreciation
                  
                  
                  (36,516
                  )$
                  32,899





Depreciation
expense was $3,997 and -0- for the three months ended March 31, 2009 and 2008,
respectively.





Note 7 –
Accounts Payable





The
Company had outstanding accounts payable of $327,799 and $331,009 as of March
31, 2009 and December 31, 2008, respectively.  Accounts payable also
include amounts owed on credit cards used for the payment of goods and services
with annual interest rates from 7.99% to 17.99%.





Note 8 –
Accrued Wages





The
Company has a Key Employee Agreement with its President.  The terms of
the agreement provides that the executive is employed on an “at will” basis at
an annual rate of compensation of $96,000, having an initial term of two
years.  The agreement also provides that any intellectual property
originated by the executive during his term of the agreement shall be the
property of the Company.  The accompanying financial statements
include an aggregate of $29,925 and $68,014 of


9
 Table of Contents


executive
officer compensation expense for the three months ending March 31, 2009 and 2008
respectively.





The
Company’s financial resources are not sufficient to permit the payment of
employee compensation on a current basis and the Company has accrued unpaid
compensation owing to its sole executive officer, its previous chief executive
offer and one administrative employee.  The Company’s aggregate
accrued and unpaid wages is $100,532 and $66,429 as of March 31, 2009 and
December 31, 2008, respectively.





Note 9 –
Notes Payable





The
Company had outstanding commercial notes payable of $22,330 as of March 31,
2009.  Commercial notes payable consist of: (i) a Term Loan secured
with the Company’s transport vehicle, this loan is dated April 2006, is for an
initial term of 60 months payable $430.81 per month at an annual rate of
interest of 5.95%; (ii) a Line of Credit Loan from a bank with a maximum loan
amount of $15,000 and payable interest only monthly at a variable annual rate,
the annual rate at March, 2008 was 5.5%; and The Company’s president (the former
sole owner and founder of DAMLLC) is personally obligated on the Term Loan and
the Line of Credit Loan loans.





Pukka,
the Company’s wholly-owned subsidiary has an unsecured promissory note payable
to a shareholder in the principal amount of $20,000.  The note bears
interest at the rate of 20% per annum and was due on June 30,
2008.  Pukka is in default on the payment of this note.  The
accompanying financial statements include $731 and $814 of interest expense for
the three months ended March 31, 2009 and 2008, respectively and there is total
current liability due as of March 31, 2009 of $29,907.





Secured
Convertible Promissory Notes





On
November 12, 2008 the Company received $5,000 upon issuance of its 10%
Convertible Secured Promissory Note (the “10% Secured Note”).  The 10%
Secured Note is due on May 12, 2009 and bears an annual rate of interest of ten
percent (10%).  The 10% Secured Note is secured by assignment of a
motorcycle engine.  The 10% Secured Note may be converted by the
holder into shares of the Company’s common stock at a price equal to
seventy-five percent (75%) of the market price of the Company’s shares on the
date of conversion limited to not more than 300,000 shares. The Company also
paid 5,000 shares of common stock as bonus interest at a fair value of
$250.  At the date of issuance, the Company determined that the fair
value of the beneficial conversion feature in respect of this 10% Secured Note
on the date the note was issued to be equal to $4,054 which has been recorded as
a debt discount and is being amortized over the term of the note.  The
accompanying financial statements include $122 of interest expense and $2,027 of
additional interest in respect of the beneficial conversion feature for the
three months ending March 31, 2009 with a total balance due on March 31, 2009 of
$5,190.





The
assumptions used in the Black-Scholes model are as follows: (1) dividend yield
of 0%; (2) expected volatility of 142%, (3) risk-free interest rate of 4.0%, (4)
expected life of 6 months and (5) estimated fair value of our common stock of
$0.05 per share.





On
December 17, 2008 the Company received $100,000 upon issuance of its 8%
Convertible Secured Promissory Note (the “8% Secured Note”).  The 8%
Secured Note is due on June 15, 2009 and bears an annual rate of interest of
8%.  The 8% Secured Note is secured by assignment of two of the
Company’s motorcycles.  The 8% Secured Note may be converted by the
holder into shares


10
 Table of Contents


of the
Company’s common stock in a number equal to ten percent (10%) of the fully
diluted shares outstanding on June 15, 2009 (regardless of the date of
conversion).  Should the 8% Secured Note be converted at March 31,
2009 the Company would be required to issue 1,277,631 shares of common stock
subject to further adjustment on June 15, 2009.  At the date of
issuance, the Company determined that there is no beneficial conversion feature
in respect of this 8% Secured Note as the conversion price was greater than the
Company’s stock price on the date the note was issued.  The Company
also paid 100,000 shares of common stock as bonus interest at a fair value of
$8,000.  The accompanying financial statements include $1,950 of
interest expense for the three months ending March 31, 2009 with a total balance
due on March 31, 2009 of $102,279.





Unsecured
Convertible Promissory Notes





The
Company has four (4) unsecured 6% Convertible Promissory Notes payable in the
aggregate amount of $50,000 (the “Convertible Notes”).  The
Convertible Notes bear interest at the rate of 6% per annum and are due on dates
ranging from August 8, 2010 through September 8, 2010.  The
Convertible Notes may be converted into shares of the Company’s common stock at
the election of the holder at any time prior to the maturity date at the rate of
fifteen cents ($0.15) per share.  Interest may, at the election of the
Company, be paid in shares of the Company’s common stock at the rate of fifty
cents ($0.50) per share.  The accompanying financial statements
include $731 of interest expense for the three months ending March 31, 2009 with
a total balance due on March 31, 2009 of $51,701.





In
accordance with Emerging Issues Task Force (“EITF”) No.00-27, “Application of EITF Issue
No. 98-5, ‘Accounting for Convertible Securities with Beneficial Conversion
Features or Contingently Adjustable Conversion Rates’, to Certain Convertible
Instruments.”  We determined
there to be no value attributable to the beneficial conversion feature of the
Convertible Notes in that the effective conversion price of those shares was
greater than the FMV price of our common stock.





Note 10 –
Commitments and Contingencies





Facilities
Lease





The
Company rents 8,300 sq. ft. of office, garage and storage space in a single
facility located in Paterson, New Jersey.  The lease is for an initial term
of 60 months from April, 2006 at $2,500 per month and includes 2 five year
renewal terms at an increase in monthly payments to $3,100 per month and $3,600
per month, respectively. The accompanying financial statements include rent
expense of $7,500 for the three months ended March 31, 2009.





The
following table summarizes the future annual rentals for all periods including
renewal periods:





AmountAnnual
      Rent for the period April to December, 2009
                                
                                $
                                22,500Annual
      Rent for the year 2010
                                
                                
                                30,000Annual
      Rent for the year 2011
                                
                                
                                7,500Annual
      Rent for the year 2012
                                
                                
                                -Thereafter
                                
                                
                                -Total
      Aggregate Rent
                                
                                $
                                60,000





11
 Table of Contents


Note 11 –
Capital Stock





Preferred
Stock





The
Company has 340,000 shares of $0.0001 par value shares of preferred stock
authorized with no shares issued and outstanding.  This stock, if
issued, will carry liquidation preferences and other rights, as determined by
the Board of Directors.





Series A
8% Convertible Preferred Stock





The
Company has 660,000 shares of “Series A 8% Convertible Preferred Stock”
authorized with 60,000 shares issued and outstanding as of the date of this
report.  Each share of Series A Preferred Stock (a) has a stated value
of $5.00 per share (“Stated Value”), (b) is non-voting, (c) includes a dividend
of 8% per annum paid annually, (d) may be redeemed at any time for an amount
equal to the Stated Value plus all accumulated and unpaid dividends, (e) may be
converted into 10 shares of $0.00015 par value common stock, and has a (f)
liquidation preference of $5.00 per share plus all accumulated and unpaid
dividends.





The terms
of these shares have been adjusted pursuant to an Anti-Dilution Agreement with
the purchasers such that the purchasers may now convert their shares of Series A
Preferred Stock into 2,666,640 shares of the Company’s common stock at an
exercise conversion ratio of one (1) share of Preferred Stock to 44.44 shares of
Common Stock.  This adjustment does not affect the terms of the
remaining authorized but unissued shares of Series A Preferred
Stock.





Common
Stock





The
Company has authorized 99,000,000 shares of common stock $.00015 par value per
share (the “Common Stock”).  As of March 31, 2009, the Company has
11,325,647 shares of Common Stock issued and outstanding.  The
Company’s shares of Common Stock are traded on the Over the Counter Bulletin
Board (“OTCBB”) electronic quotation system, the trading symbol is
HBDY.





Common
Stock Reserved For Future Issuance





We have
reserved 7,541,934 shares of common stock for future issuance pursuant to the
terms of our outstanding convertible promissory notes, shares of Series A
Convertible Preferred Stock, Class A Warrants and selling agent warrants as of
the date of this report as follows:





Exercise
      orShares
                          
                          
                          ConversionReserved
                          
                          
                          AmountConvertible
      Unsecured Promissory Notes
                          
                          
                          258,517
                          
                          
                          $
                          51,704Convertible
      Secured Promissory Notes
                          
                          
                          1,450,645
                          
                          
                          
                          107,469Convertible
      Series A Preferred Stock
                          
                          
                          2,666,640
                          
                          
                          
                          300,000Class
      A Warrants
                          
                          
                          2,666,640
                          
                          
                          
                          599,994Selling
      Agent Warrant
                          
                          
                          499,492
                          
                          
                          
                          134,863Total
      shares of common stock reservedfor
      future issuance
                          
                          
                          7,541,934
                          
                          
                          $
                          1,194,030







12
 Table of Contents


Class A
Warrants




The Company has
600,000 Class A Warrants issued and outstanding as of the date of this
report.  The Class A Agreement provides for the issuance of up to
6,600,000 Class A Warrants for the purchase of up to 6,600,000 shares of Common
Stock at an exercise price of $1.00 per share.  The Class A Warrants (a)
may be exercised at any time before expiration or redemption, (b) may be called
for redemption at a redemption price of $0.01 per warrant and (c) expire on
December 31, 2012. The Company may call the Class A Warrants at any time after
the Common Stock has traded above $1.50 for 10 consecutive trading
days.





The terms
of these Warrants have been adjusted pursuant to the Anti-Dilution Agreement
with the purchasers such that the purchasers may purchase 2,666,640 shares of
the Company’s common stock at an exercise price of $0.225 per share at any time
prior to December 31, 2012 the date of expiration of the Class A
Warrants.  This adjustment does not affect the terms of the remaining
authorized but unissued Class A Warrants.





Selling
Agent Warrants





The
Company granted a selling agent rights to purchase 499,492 shares of the
Company’s common stock at an exercise price of twenty-seven ($0.27) cents per
share at anytime prior to the date of expiration of January 31,
2013.





2006
Qualified Incentive Stock Option Plan





The 2006
Qualified Incentive Stock Option Plan (the “Qualified Plan”) provides for the
issuance of options for the purchase of up to 1,000,000 shares of the Company’s
restricted $0.00015 shares of Common Stock at a price to be no less than the
fair value of the Company’s shares of common stock on the date of
grant.  Awards under the Plan may only be made to employees of the
Company and the Qualified Plan provides for termination of the options granted
upon the termination of employment.  The Qualified Plan stock options
and the common stock which may be issued pursuant to the Plan are not registered
securities, and the Company has no obligation to register such
securities.  As of the date of this report there are no options
granted under this Qualified Plan.





2007
Consultant’s Stock Plan





The 2007
Consultant’s Stock Plan provides for the issuance of up to 1,000,000 shares of
Company’s $0.00015 shares of Common Stock at a price to be no less than the fair
value of the Company’s shares of common stock on the date of
grant.  On August 21, 2007 the Company filed SEC Form S-8 in
registration of shares to be issued pursuant to this plan.  As of the
date of this report there are 670,000 shares unissued and there are no options
granted or outstanding.





Summary
of Warrants and Options Outstanding





A summary
of the status of warrants and options granted at March 31, 2009 and December 31,
2008 and changes during the periods then ended is presented below:





13
 Table of Contents


For
      the Three Months
                        
                        
                        For
      the Twelve MonthsEnded
      March 31, 2009
                        
                        
                        Ended
      December 31, 2008Shares
                        
                        
                        Weighted
      Average Exercise Price
                        
                        
                        Shares
                        
                        
                        Weighted
      Average Exercise PriceOutstanding
      at beginning of period
                        
                        
                        3,166,132
                        
                        
                        $
                        0.232
                        
                        
                        
                        -
                        
                        
                        $
                        -Granted
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        3,516,132
                        
                        
                        
                        0.239Exercised
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Forfeited
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Expired
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        350,000
                        
                        
                        
                        0.300Outstanding
      at end of period
                        
                        
                        3,166,132
                        
                        
                        $
                        0.232
                        
                        
                        
                        3,166,132
                        
                        
                        $
                        0.232Weighted
      average fair value of warrants granted during the period
                        
                        
                        3,166,132
                        
                        
                        $
                        0.232
                        
                        
                        
                        3,166,132
                        
                        
                        $
                        0.232





A summary
of the status of the warrants outstanding at March 31, 2009 is presented
below:





Warrants
      Outstanding
                    
                    
                    Warrants
      ExercisableExercise
      Prices
                    
                    
                    Number
      Outstanding
                    
                    
                    Weighted-Average
      Remaining Contractual Life
                    
                    
                    Weighted
      Average Exercise Price
                    
                    
                    Number
      Exercisable
                    
                    
                    Weighted-Average
      Exercise Price0.225
                    
                    
                    
                    2,666,640
                    
                    
                    
                    3.75
                    
                    
                    
                    0.225
                    
                    
                    
                    2,666,640
                    
                    
                    
                    0.2250.270
                    
                    
                    
                    499,492
                    
                    
                    
                    3.80
                    
                    
                    
                    0.270
                    
                    
                    
                    499,492
                    
                    
                    
                    0.270





Preferred
Stock





The
Company has 340,000 shares of $0.0001 par value shares of undesignated preferred
stock authorized with no shares issued and outstanding.  This stock,
if issued, will carry liquidation preferences and other rights, as determined by
the Board of Directors.





Series A
8% Convertible Preferred Stock





The
Company has 660,000 shares of its preferred stock designated as “Series A 8%
Convertible Preferred Stock.” Each share of Series A Preferred Stock (a) has a
stated value of $5.00 per share (“Stated Value”), (b) is non-voting, (c)
includes a dividend of 8% per annum paid annually, (d) may be redeemed at any
time for an amount equal to the Stated Value plus all accumulated and unpaid
dividends, (e) may be converted into 10 shares of $0.00015 par value common
stock, and has a (f) liquidation preference of $5.00 per share plus all declared
accumulated and unpaid dividends.  There are 60,000 shares of Series A
8% Convertible Preferred Stock issued and outstanding as of March 31, 2009 and
December 31, 2008.  No dividends have been declared or paid as of
March 31, 2009.





Note 12 –
Material Subsequent Events and Contingencies





On May 8,
2009 we entered into an agreement with the members of Garden Rise Investments
LTD LLC which terminated our Royalty Agreement dated August 31, 2006 with them
in exchange for our issuance to them of 250,000 shares of our common
stock.  We also agreed to an anti-dilution provision whereby we will
issue them additional shares in the event we convert any of our existing debt to
shares of common stock or issue shares of common stock to our president at any
time prior to
September 30, 2009 such that their aggregate number of shares will be no
less than 2.2% of the total issued and outstanding shares of our common
stock.


14
 Table of Contents




Item 2.       Management's Discussion
and Analysis or Plan of Operation





The
following discussion of our plan of operations should be read in conjunction
with the financial statements and the related notes thereto included elsewhere
in this quarterly report.





Forward
Looking Statements





Because
the Company intends to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the Company cautions readers
regarding forward looking statements found in the following discussion and
elsewhere in this report and in any other statement made by, or on the behalf of
the Company, whether or not in future filings with the Securities and Exchange
Commission. Forward-looking statements are statements not based on historical
information and which relate to future operations, strategies, financial results
or other developments. Forward looking statements are necessarily based upon
estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond the Company's control and many of which, with respect to future business
decisions, are subject to change. These uncertainties and contingencies can
affect actual results and could cause actual results to differ materially from
those expressed in any forward-looking statements made by or on behalf of the
Company. The Company disclaims any obligation to update forward-looking
statements.





Overview,
Plan of Operations and Outlook


Overview





Net
Loss





The
company had a net loss of $77,570 for the three months ended March 31, 2009
compared to a net loss of $196,707 for the same period in 2008. The 2009 loss
was due primarily to expenditures for salaries, consulting and professional fee
expenses associated with the Company’s high performance motorcycle manufacturing
subsidiary Delaware American Motors LLC.





Liquidity
and Capital Resources





Since our
inception, we have funded our operations primarily through private sales of
equity securities, the use of short and long-term debt and credit from our
vendors, shareholders and executive officers.  As of March 31, 2009,
we had $18,890 of cash on hand, $88,553 in inventory, and $624,629 in current
liabilities of which $100,532 is accrued and unpaid wages.





Net cash
used by operating activities for the three months ended March 31, 2009 was
$47,064 which was primarily the result of the net loss of $77,570.  This
compared to net cash used by operating activities of $206,203 with a net loss of
$196,707 for the three months ended March 31, 2008.   We have met our
operating expenses and current public reporting obligations principally from
credit provided by our vendors.  Further vendor credit may not be
available to us in the future.





We will
require additional cash resources of $600,000 to meet our operating needs for
the next twelve months plus an additional $107,460 to pay our short term secured
convertible promissory


15
 Table of Contents


notes
which are due in May and June (if not otherwise extended or converted to shares
of common stock) and $271,353 to pay our current accounts payable.





Plan
of Operations





The
current economic environment in the U.S. and abroad continues to
deteriorate.  The effect of this continuing deterioration on the
Company is expected to be significant.  The Company is a young company
with a new brand and a high dollar value luxury product. Over the next twelve
months we intend to build our brand name “Delaware American Motors” based upon
the introduction of the Tech
Twin American 13C Series and Tech Twin American Signature
Series of high-performance heavy weight
motorcycles.  Competition in the heavyweight motorcycle market is
based upon a number of factors, including price, quality, reliability, styling,
product features, customer preference and warranties. In the U.S., suggested
retail prices for the Company’s motorcycles range from being comparable to
higher than suggested retail prices for comparable motorcycles available in the
market.





We
believe the Tech Twin engine and our design and styling are significant brand
advantages which distinguishes our motorcycles from those of other
manufacturers.  Our Tech Twin American 13C model
titled the Pennsylvania
won the 2008 Sturgis AMD World Championship competition’s first place award in
the Production Manufacture class.  In addition we are limiting the number
of bikes in the American 13C and American Signature model to 13 (one
each for the original 13 colonies) and 56 (one each for the signers of the
Declaration of Independence) respectively and serializing each model with an
individual name and number.





The
Company believes that its larger-displacement products can command a premium
price. The Company will be emphasizing quality, reliability and styling with a
limited warranty generally consistent with industry wide standards for similar
motorcycles. The Company’s products are new to the market and will have no
established resale values we may reduce the opportunity for customers to obtain
suitable financing to purchase our bikes which may reduce the number of
available customers.  We anticipate that our selling efforts will
initially be carried out by the Company in intensive one-on-one selling directly
to the buyer of our motorcycles.





In the
U.S., the Company expects that its products will compete in the custom segment
of the heavyweight motorcycle market. According to the Motorcycle Industry
Council, the touring and custom segments accounted for approximately 84%, 80%
and 79% of total heavyweight retail unit registrations in the U.S. during 2008,
2007 and 2006, respectively. The larger-displacement custom and touring
motorcycle segments are dominated by large well capitalized companies such as
Harley-Davidson and BMW.  In addition, there are many smaller U.S.
custom builders who are better known with large volumes of used bikes in
circulation.





Establishing
our brand name, we believe, will require us to invest in media and event
attendance centered on upscale high income motorcycle
enthusiasts.  The market for this buyer is intensely competitive and
marketing to this demographic is obtained through the use of product and
advertising placements in high end publications and media events.  We
presently do not have the resources to undertake selling efforts at this level
and will require substantial additional capital in order to carry out our brand
introduction and product marketing plans.





Our plan
of operation for the coming quarter is to focus on obtaining the financing
necessary to undertake our goals of: (i) the development of our Tech Twin American 13C Series
and Tech Twin American
Signatures Series of motorcycles, (ii) undertake selling efforts of these
products and (iii)


16
 Table of Contents


undertake
the introduction of our brand.  We anticipate the capital needed to
carry out our goals to be approximately $2,600,000.





Outlook





We have
no commitments for financing and we do not have sufficient funds to continue to
operate at current levels.  To continue operations for the next twelve
months and remain current in our public reporting obligations we require
additional financing in the amount of $600,000.  To carry out our
product and brand goals we require additional financing in the amount of
$2,000,000.  We are exploring various methods for obtaining additional
capital including short-term borrowing and the issuance of our equity or debt
securities.





The price
of our common stock has declined from $0.95 on May 13, 2008, the date we
acquired DAM to $0.04 on March 31, 2009.  This decline has had an
adverse impact on our ability to raise additional cash from the sale of our
equity securities.  In addition, the holders of our derivative
securities have the right to convert or purchase up to 7,541,934 shares of our
common stock at prices ranging from seven cents ($0.07) to twenty-seven cents
($0.27).  These rights have the effect of further depressing the price
of our equity securities and restricting our ability to raise additional
financing.





There can
be no assurance that capital will be available as necessary to meet our working
capital requirements or, if the capital is available, that it will be on
reasonable terms acceptable us.  The issuances of additional equity
securities by the Company may result in dilution in the equity interests of our
current stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments. If we are
unable to obtain financing in the amounts and on terms deemed acceptable, the
business and our future success may be adversely affected. Management intends to
finance operating costs over the next twelve months with loans from related
parties, commercial loans, or through private placements of capital stock.





Item 3.       Quantitative and
Qualitative Disclosures About Market Risk





The
Company has no market risk sensitive instruments.





Item 4T.     Controls and
Procedures





The
Company maintains a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information, which is required to
be disclosed by the Company in the reports that it files or submits under the
Securities and Exchange Act of 1934, as amended, is accumulated and communicated
to management in a timely manner. The Company's principal executive officer and
principal financial officer have evaluated this system of disclosure controls
and procedures as of the end of the period covered by this quarterly report, and
believe that the system is operating effectively to ensure appropriate
disclosure.





Other
than as described hereinabove, there has been no change in the Company’s
internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.





PART II – OTHER INFORMATION





Item 1.       Legal
Proceedings




None.


17
 Table of Contents




Item 2.       Unregistered Sales of
Equity Securities and Use of Proceeds





None





Limitations
on the Payments of Dividends





The
holders of Series A Preferred Stock shall be entitled to receive dividends at a
rate of eight percent (8%) per annum of the Original Issue Price which shall be
prior and in preference to any declaration or payment of any dividend (payable
other than in shares of Common Stock) or other distribution on the Common Stock
of the Corporation. The dividends on the Series A Preferred Stock shall accrue
from the date of issuance of each share and shall be payable annually on
December 31 of each year (each a "Dividend Date") commencing on December 31,
2008, except that if any such date is a Saturday, Sunday or legal holiday (a
"Non-Business Day") then such dividend shall be payable on the next day that is
not a Non-Business Day on which banks in the State of Nevada are permitted to be
closed (a "Business Day") to holders of record as they appear on the stock books
of the Corporation on the applicable record date, which shall be not more than
60 nor less than 10 days preceding the payment date for such dividends, as fixed
by the Board of Directors (the "Record Date"). The dividends on the Series A
Preferred Stock shall be payable only when, as and if declared by the Board of
Directors out of funds legally available therefore, or in shares of the
Company’s Common Stock at a value equal to the greater of (i) the average
closing bid price for the 20 trading days immediately preceding the date the
dividend is declared or (ii) twenty-five cents ($0.25).  Any dividends
on the Series A Preferred Stock which have accrued but have not been paid, shall
be accumulated and shall be payable only when, as and if declared by the Board
of Directors as provided in the preceding sentence.





Item 3.       Defaults Upon Senior
Securities





None.





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





None.





Item 5.       Other
Information





None.





Item
6.       Exhibits




Exhibit
      No.
                    
                    Exhibit10.10*
                    
                    Termination
      and Release Agreement dated May 8, 2009by
      and between Hybrid Dynamics Corporation and Garden Rise Investments LTD
      LLC and the members thereof.31*
                    
                    Rule 13a-14(a)/15d-14(a) Certification of Principal
      Executive Officer and Principal Financial & Accounting
      Officer32 *
                    
                    Certification Pursuant to 18 U.S.C. Section 1350,
      as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
      Principal Executive Officer and Principal Accounting
      Officer*
      Filed
herewith.








18
 Table of Contents




SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.








Hybrid
      Dynamics CorporationDate:
                        May
      13, 2009
                        /s/
      MARK S. KLEINMark
      S. Klein, PresidentPrincipal
      Executive Officer and Principal Accounting Officer





















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