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

                                 FORM 10-QSB/A

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

               For the Quarterly Period Ended September 30, 2001

             []   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 0-29351

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

            NEVADA                                  88 0384399
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)


      PO Box 41118 RPOS Winfield, B.C.,                            V1V 1Z7
     (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code: 250-868-0600


Indicate by check mark whether registrant (1)  has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or shorter period that registrant was required
to file such reports), and (2) has been subject to filing requirements for the
past 90 days.

Yes        []        No          [X]

The number of shares outstanding of the registrant's common stock as of
November 13, 2001 was 21,048,600.

The number of shares issued of the registrant's common stock as of November 13,
2001 was 21,286,353.

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












==============================================================================












                               HYBRID FUELS, INC.

                                 FORM 10-QSB/A

                    For the quarter ended September 30, 2001

INDEX


Part I - Financial Information                                 Page

      Item 1.  Financial Statements

               Balance sheet as of September 30, 2001...........F-3

               Statements of operations for
               the quarters and the nine months
               ended September 30, 2001 and 2000................F-4

               Statements of cash flows for the
               three months ended September 30, 2001 and 2000...F-5

               Notes to Financial Statements....................F-6

      Item 2.  Management's Discussion and Analysis
               or Plan of Operation.............................11


Part II - Other Information.....................................18

Signature.......................................................18
















==============================================================================
                                      F-3
Hybrid Fuels, Inc.
(formerly Polo Equities, Inc.)
(A Development Stage Company)
Consolidated Balance Sheets

                                             September 30,    June 30,
                                                2001            2001
                                                  $              $
                                              (unaudited)     (audited)
------------------------------------------------------------------------------
ASSETS
Current Assets

Cash                                                 5             2

Total Assets                                         5             2
------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities

Accounts payable                                22,692        14,807
Accrued liabilities (Note 6(d))                  6,600        15,000
Note payable (Note 4)                           33,638        33,638
Shareholder loan payable (Note 6(a))           197,745       196,255
Amounts owing to a Director (Note 6(b))        168,106       152,111
------------------------------------------------------------------------------
Total Current Liabilities                      428,781       411,811
------------------------------------------------------------------------------
Temporary Equity (Note 7(d))                   223,000       223,000
------------------------------------------------------------------------------
Stockholders' Deficit

Common Stock (Note 7): $0.001 par value;
50,000,000 shares authorized 20,823,600
and 20,623,600 shares are issued and
outstanding respectively                        20,824        20,624
------------------------------------------------------------------------------
Additional Paid-in Capital                     295,642       285,842
------------------------------------------------------------------------------
Common Stock paid for but unissued
(representing 130,000 shares)                    6,300          -
------------------------------------------------------------------------------
Donated Capital - Imputed Interest
(Notes 5 and 6)                                123,249       115,937
------------------------------------------------------------------------------
Deficit Accumulated During
the Development Stage                       (1,097,791)   (1,057,212)
------------------------------------------------------------------------------
Total Stockholders' Deficit                   (651,776)     (634,809)
------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity           5             2
------------------------------------------------------------------------------

Nature of Operations and Continuance of Business (Note 1)
Other Contingencies (Note 8)

(See Accompanying Notes to the Consolidated Financial Statements)

==============================================================================
                                      F-4

Hybrid Fuels, Inc.
(formerly Polo Equities, Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
(unaudited)

                             Accumulated from    Three Months    Three Months
                             February 26, 1960      Ended           Ended
                             (Date of Inception) September 30,   September 30,
                            to September 30, 2001    2001           2000
                                      $                $              $
------------------------------------------------------------------------------
Revenue                               -                -              -
------------------------------------------------------------------------------
Expenses

Advances written-off (Note 3)       84,951             -            42,076
Consulting fees                      5,473            5,473           -
Deposit on plant written-off
(Note 3)                           170,561             -              -
Other compensation (Note 8(b))     243,463             -              -
Executive compensation (Note 6(b)) 162,000           18,000         18,000
Filing and regulatory fees          17,091            1,561          2,242
General and administration          58,982               33            240
Imputed interest (Notes 5 and 6)   123,249            7,312         12,102
Interest                             4,173            2,044            110
Investor relations                  16,698             -             1,518
Professional fees                  147,170            5,802         17,250
Rent and telephone                  42,059              137          1,641
Research and development             8,000             -              -
Travel and promotion                13,921              217            486
------------------------------------------------------------------------------
                                 1,097,791           40,579         95,665
------------------------------------------------------------------------------
Net Loss                        (1,097,791)         (40,579)       (95,665)
------------------------------------------------------------------------------
Net Loss Per Share                                     (.01)          (.01)
------------------------------------------------------------------------------

Weighted Average Shares Outstanding              20,657,000     19,524,000



(See Accompanying Notes to the Consolidated Financial Statements)













==============================================================================
                                      F-5
Hybrid Fuels, Inc.
(formerly Polo Equities, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows

                                              Three Months    Three Months
                                                  Ended           Ended
                                              September 30,   September 30,
                                                  2001            2000
                                                   $               $
------------------------------------------------------------------------------
Cash Flows To Operating Activities

Net loss                                         (40,579)        (95,665)

Non-cash item
Imputed interest                                   7,312          12,102

Adjustment to reconcile net loss to cash
Accounts payable and accrued liabilities           9,485           7,034
------------------------------------------------------------------------------
Net Cash Used In Operating Activities            (23,782)        (76,529)
------------------------------------------------------------------------------
Net Cash Used By Investing Activities               -               -
------------------------------------------------------------------------------
Cash Flows From Financing Activities

Common stock subscribed for                        6,300            -
Proceeds from notes payable                         -             33,638
Advances payable                                    -              9,733
Amounts owing to a Director                       15,995          18,808
Shareholder loans payable                          1,490          14,350
------------------------------------------------------------------------------
Net Cash Provided By Financing Activities         23,785          76,529
------------------------------------------------------------------------------
Net Increase (Decrease) in Cash                        3            -

Cash - Beginning of Period                             2             485
------------------------------------------------------------------------------
Cash - End of Period                                   5             485
------------------------------------------------------------------------------
Non-Cash Financing Activities

Value of common shares issued
for settlement of debt                            10,000            -
------------------------------------------------------------------------------
Supplemental Disclosures

Interest paid in cash                               -               -
Taxes paid in cash                                  -               -




(See Accompanying Notes to the Consolidated Financial Statements)



==============================================================================
                                      F-6
Hybrid Fuels, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(unaudited)

1.  Nature of Operations and Continuance of Business

The Company was originally incorporated in the State of Florida on February 16,
1960. After a number of name changes the Company changed its name to Polo
Equities, Inc. on June 3, 1993. Prior to May, 1998 the Company had no business
operations.

In May 1998, the Company caused a Nevada corporation to be formed under the
name Polo Equities, Inc., (Polo) (a Nevada corporation), with authorized
capital of 50,000,000 common shares of $.001 par value. The two companies then
merged pursuant to Articles of Merger adopted May 28, 1998 and filed with the
State of Nevada on June 10, 1998, which changed its domicile to Nevada.

On May 28, 1998, the Company acquired, by issuing 12,000,000 shares, Hybrid
Fuels, USA, Inc. and 330420 B.C. Ltd., which changed its name to Hybrid Fuels
(Canada) Inc. This acquisition was accounted for as a reverse merger whereby
the shareholder of Hybrid Fuels, USA, Inc. and Hybrid Fuels (Canada) Inc.
gained control of Polo Equities Inc. which changed its name to Hybrid Fuels,
Inc. All historical financial statements are those of Hybrid Fuels, USA, Inc.
and Hybrid Fuels (Canada) Inc. As part of the acquisition, three shareholders
representing 12,000,000 previously issued shares returned their shares for
cancellation. For accounting purposes the acquisition was treated as a reverse
merger business purchase of Polo Equities Inc. by Hybrid Fuels, USA, Inc. and
Hybrid Fuels (Canada) Inc. No amount was allocated to the intellectual asset as
it was acquired from a related party and the transfer had no cost basis
associated with it. There was no public market for the shares of Polo Equities,
Inc. at the time of the reverse merger. The Company operates through these two
wholly-owned subsidiaries.

On May 29, 1998 the Company changed its name to Hybrid Fuels, Inc., herein "the
Company". On June 10, 1998 the Company began trading on the OTC Bulletin Board
under the symbol "HRID" and in December, 1999 was moved to the "Pink Sheets".
From May 1998 to June 1999 the Company operated out of an office in California
which was set up for investor relations and to raise additional capital. This
office was shut down in June and the new President and directors are operating
out of Kelowna, BC, Canada after the Calgary, Alberta, Canada office was shut
down on May 3, 2001.

Pursuant to the acquisition, the Company acquired a number of proprietary
technologies with the primary objective of the business being to build small
farm scale ethanol facilities which involves a number of proprietary
technologies exclusively owned by the Company. Other proprietary technology
involves the use of a bio-gas burner which burns manure and bedding straw. This
technology eliminates ground and ground-water contamination and produces most
of the energy required for the facility by supplying heat for fermentation and
vaporization and for the operation of a greenhouse, if desired. Another
exclusive proprietary technology is a vegetable based formula which allows
diesel and ethanol to emulsify. This hybrid fuel reduces particulate emissions
without reduction in power when used in an unaltered diesel engine.

The Company is in the early development stage. In a development stage company,
management devotes most of its activities in investigating business
opportunities and further advancing its technologies. Because of a deficiency
==============================================================================
                                      F-7

1.  Nature of Operations and Continuance of Business (con't)

in working capital and other current commitments and significant operating
losses, there is substantial doubt about the ability of the Company to continue
in existence unless additional working capital is obtained.

The Company will need to rely on the forbearance of some creditors and related
parties have agreed to continue to fund working capital as needed. The Company
has entered into discussions with third parties to directly finance a facility
in which the Company will then commence with its business plan.


2.  Summary of Significant Accounting Policies

(a) Consolidated Financial Statements

    These consolidated financial statements represent the consolidation of the
    Company and its two subsidiaries Hybrid Fuels, U.S.A., Inc, and Hybrid
    Fuels (Canada) Inc.

(b) Cash and Cash Equivalents

    The Company considers all highly liquid instruments with a maturity of
    three months or less at the time of issuance to be cash equivalents.

(c) Use of Estimates

    The preparation of financial statement in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that effect certain reported amounts and disclosures.
    Accordingly, actual results could differ from those estimates.

(d) Accounting for Stock-Based Compensation

    SFAS No. 123, "Accounting for Stock-Based Compensation," requires that
    stock awards granted be recognized as compensation expense based on fair
    values at the date of grant. Alternatively, a company may account for stock
    awards granted under Accounting Principles Board Opinion (APB) No. 25,
    "Accounting for Stock Issued to Employees," and disclose pro forma income
    amounts which would have resulted from recognizing such awards at their
    fair value. The Company has elected to account for stock-based compensation
    for employees under APB No. 25 and make the required pro forma disclosures
    for compensation expense. Stock based compensation for non-employees are
    accounted for using SFAS No. 123.

(e) Interim Financial Statements

    These interim unaudited financial statements have been prepared on the same
    basis as the annual financial statements and in the opinion of management,
    reflect all adjustments, which include only normal recurring adjustments,
    necessary to present fairly the Company's financial position, results of
    operations and cash flows for the periods shown. The results of operations
    for such periods are not necessarily indicative of the results expected for
    a full year or for any future period.



==============================================================================
                                      F-8

3.  Deposit on Plant

    The Company deposited Cnd$250,000 ($170,561), with Mega Holdings, Inc.,
    pursuant to an option agreement to purchase a beef processing plant owned
    by Mega Holdings, Ltd. The Company agreed to purchase the beef processing
    plant facility including land, buildings and equipment for Cnd$3,000,000
    which was below appraised value. The purchase agreement required an
    additional payment of Cnd$150,000 on June 24, 2000, the parties agreed to
    extend the deadline for the payment until March 15, 2001. This payment was
    not made and the deposit was forfeited and the option agreement terminated.
    Upon anticipated completion of the purchase, this beef processing plant was
    to be operated by Blue Mountain Packers, Ltd. (a related company). The
    Company intended to acquire the issued and outstanding common shares of
    Blue Mountain Packers, Ltd. for a nominal amount and operate it as a
    wholly-owned subsidiary. Blue Mountain Packers, Ltd. had recently received
    certification by the Canadian Food Inspection Agency of the Government of
    Canada, Department of Agriculture for the processing of Canadian beef. Blue
    Mountain Packers is a related party due to having one common director. The
    Company advanced $84,951 to Blue Mountain Packers for plant refurbishing.
    These advances bear interest at 8%. Due to the termination of the option
    agreement these advances are considered uncollectible and have been charged
    to operations.


4.  Note Payable




5.  Advances Payable

    A non-related company coordinated investor relations services for the
    Company and paid expenses of $69,248 on behalf of the Company and loaned
    the Company Cnd$78,000 ($50,220) for a total amount owing of $119,468. This
    debt was settled in June 2001 by the issuance of 1,000,000 restricted
    common shares of the Company. These advances were non-interest bearing and
    unsecured until the settlement date. Imputed interest of $Nil (2001-
    $13,326), calculated at a rate of 15% per annum, was charged to operations
    and treated as donated capital.


6.  Related Party Transactions/Balances

    (a)	Cash loans of $499,059 were advanced to the Company by the major
    shareholder. A total of $365,590 was repaid with cash. The controlling
    shareholder also paid office, rent and professional fees totalling $64,276
    on behalf of the Company. The balance of $197,745 is currently owing
    without interest or specific repayment terms. Imputed interest of $3,950
    (2001 - $29,041), calculated at a rate of 15% per annum, was charged to
    operations and treated as donated capital.







==============================================================================
                                      F-9

6.  Related Party Transactions/Balances (con't)

    (b) The President who is also a Director of the Company, has paid office
    and related expenses from personal funds in the amount of $14,799 of which
    $8,693 has been reimbursed with cash. Effective July 1, 1999 the President
    is entitled to a deferred salary of US$6,000 per month and was owed a total
    of $162,000 at September 30, 2001. These amounts are unsecured, non-
    interest bearing and due on demand. Imputed interest of $3,362 (2001 -
    $16,835), calculated at a rate of 15% per annum, was charged to operations
    and treated as donated capital.

    (c) See Note 3 for advances to Blue Mountain Packers Ltd.

    (d) Pursuant to a directors' consent, dated June 11, 2001, a total of
    200,000 shares was issued on September 19, 2001 to a director/officer of
    the Company to settle a $10,000 debt.


7.  Stockholders' Equity

    (a)	On May 28, 1998, the Company acquired, by issuing 12,000,000 shares,
    Hybrid Fuels, USA, Inc. and 330420 B.C. Ltd., which changed its name to
    Hybrid Fuels (Canada) Inc. This acquisition was accounted for as a reverse
    merger whereby the shareholder of Hybrid Fuels, USA, Inc. gained control of
    Polo Equities Inc. As part of the acquisition three shareholders
    representing 12,000,000 previously issued shares returned their shares for
    cancellation. For accounting purposes the acquisition was treated as a
    business purchase by Hybrid Fuels USA Inc. of Polo Equities, Inc. No amount
    was allocated to the intellectual asset as it was acquired from a related
    party and the transfer had no cost basis associated with it. There was no
    public market for the shares of Polo Equities, Inc. at the time of the
    reverse merger.

    (b) On August 4, 1998 and March 23, 1999, the Company's former Board of
    Directors authorized the issuance of 1,000,000 and 900,000 shares
    respectively to individuals without consideration. On August 21, 1999, the
    current Board of Directors resolved that share certificates representing
    ownership of these 1,900,000 shares were issued without adequate
    consideration being paid to the Company and were therefore not fully paid
    and non-assessable. The Company cancelled the share certificates and
    indemnified the transfer agent, for any costs or liability it may incur in
    any way arising out of the cancellation of such shares and the transfer
    agent removed the 1,900,000 shares from the stockholder list effectively
    reversing the issuance. Six of the cancelled certificates, totalling
    550,000 shares, have been endorsed and returned to the Company for
    cancellation. The contingencies regarding the cancelled shares relate to
    anyone who may have subsequent holder rights, and possibly the individuals
    who were issued those shares who may claim that they were issued for due
    consideration. The Company has determined that there is no amount to be
    accrued for future liabilities associated with claims by subsequent
    shareholders. To date when these shares are delivered to a broker for
    possible resale the broker phones the Company or the transfer agent and the
    shares are kept and cancelled. The Company will continue to monitor this
    issue. No other contingent liabilities have been included as some of the
    previous directors have been informed verbally of the cancellation. No
    formal legal demand has been made as the former administration has failed
    to provide addresses despite a number of requests.
==============================================================================
                                      F-10

7.  Stockholders' Equity

    (c)	On May 17, 2000 the Company issued 1,500,000 shares for $150,000 cash
    pursuant to a subscription agreement dated February 17, 2000. On February
    17 and 18, 2000, the Company accepted subscription agreements and notes
    whereby the Company would receive $300,000 for 3,000,000 shares. The
    3,000,000 shares were issued and were then held in escrow . These shares
    were subsequently released from escrow to the investors to facilitate
    financing. The notes were to bear interest at 8% and were to be paid within
    60 days or at the discretion of the President. In June 2000 the President
    extended the time for repayment to one week of the Company being re-listed
    on the Over-The-Counter Bulletin Board or other suitable exchange. When it
    became apparent there were going to be long delays the notes were demanded
    to be repaid by February 21, 2001. The notes were not paid as demanded, and
    the 3,000,000 shares have since been sold by the investors to innocent
    third parties. The investors did not and have not paid the Company for
    these shares, despite demands. Since these shares have been resold to
    innocent third parties they must be considered outstanding. The Company
    intends to sue the investors for the balance due on the notes, however the
    Company believes the balance is uncollectible.

    (d)	Between October 1998 and June 1999, the previous administration sold a
    total of 361,120 common shares of the Company to 34 subscribers on the
    basis of an Offering Memorandum that contained a significant number of
    inaccuracies. A total of $223,000 was raised pursuant to this Offering. The
    current administration has concerns regarding possible misstatements,
    omissions and misleading statements. On the advice of legal counsel, the
    Company offered these 34 subscribers the option of receiving restricted
    stock as the Company did not and does not have the funds to repay these
    subscribers. Those who opted to receive restricted stock were also given an
    undertaking that they would receive a rescission offer when the Company was
    in a position to repay their money plus appropriate interest, in return for
    a return of the restricted stock, or they could elect to retain the stock.
    To date, 23 subscribers, have, pursuant to this offer received 237,753
    shares, representing $158,000. These shares are issued but not considered
    outstanding. The remaining 11 subscribers, who paid $65,000 for 123,367
    shares, have not responded to the offer. These subscriptions are recorded
    as temporary equity until rescission rights have been revoked.

    (e)	See Note 5 for 1,000,000 restricted common shares issued to a
    non-related company to settle debt of $119,468.

    (f) A total of 100,000 restricted common shares, valued at $5,000, were
    issued to the plant manager of Blue Mountain Packers Ltd. for plant
    refurbishing work to March 15, 2001. (g) On September 19, 2001, 200,000
    shares were issued to settle debt referred to in Note 6(d).











==============================================================================
                                      F-11
8.  Legal Issues
    Although the Company is not involved in any legal proceedings, several
    issues may eventually lead to the Company instituting legal action as
    follows:

    (a) See Note 7(b) for contingencies relating to improperly issued
    shares that were later cancelled.

    (b)	Unauthorized and/or unsupported payments in the amount of $243,463 were
    made from Company funds by past officers of the Company during the period
    May, 1998 to June, 1999. The Company has requested a full accounting from
    the past president. All amounts that were unauthorized by the board of
    directors or amounts that are not properly documented with invoices and
    receipts have been accounted for as disputed executive compensation. At
    such time as Company resources permit, the Company will seek legal advice
    to determine whether or not it is possible to recover all such disputed and
    unauthorized amounts from the previous administration.

    (c) See Note 7(d) for temporary equity and related rescission rights for
    subscribers of 351,053 shares of the Company.

9.  Subsequent Events

    On October 18, 2001 130,000 shares were issued for cash proceeds of $6,300
    and 100,000 shares were issued to settle debt of $5,000.


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

PLAN OF OPERATION

This Form 10-QSB contains forward-looking statements. The words "anticipate",
"believe", "expect", "plan", "intend", "estimate", "project", "could", "may",
"foresee", and similar expressions identify forward- looking statements that
involve risks and uncertainties. You should not place undue reliance on
forward- looking statements in this Form 10-QSB because of their inherent
uncertainty. The following discussion and analysis should be read in
conjunction with the Financial Statements and Notes thereto and other financial
information included in this Form 10-QSB and our Form 10-KSB for the year ended
June 30, 2000. Actual results could differ materially from the results
discussed in the forward-looking statements.

The Company is a developmental stage company and has had no income since the
acquisition of the hybrid fuels technology in June 1998, nor is it likely to
have any significant cash flow until after the end of its current fiscal period
ending June 30, 2002. If the Company is unable to obtain funds from external
sources, it is probable that it will be unable to continue to operate in the
long term.

Although the Company is in the developmental stages, the process behind
Hybrid's intended business has been researched and developed over more than a
decade.  A plant that integrated the process described below was constructed
and operated near Dalum, Alberta from 1994 to 1996. That facility was designed
to prove the concepts and included all of the ethanol-making and cattle-feeding
features of a full-scale commercial operation. That operation is the source of
the actual operating results that are referred to later in this report.


==============================================================================
Page-12-

PLAN OF OPERATION (con't)

After that plant was closed in 1996, further research, development and
construction enabled us modify construction materials and layout to improve the
buildings and equipment and refine the process, which is now ready for market.

The Company's intended business is to sell and build farm scale plants that
produce ethanol, integrated with a cattle finishing operation. Grain, corn or
other feedstock is fermented and then distilled to make the ethanol. Left over
from the ethanol production process are a high protein mash, called "distillers
grain" and water, called "stillage water". These contain nutrients and are
therefore used as feed and water for livestock. In addition, the fermentation
process frees a higher percentage of the total food value from the feedstock
and makes it more "available" to the animals digestive system. The result is
higher than average weight gains for the animals without the use of hormones.
By using the distillers grain and stillage water on site the animals get the
benefit of the nutrients in these byproducts. In addition, the plants do not
incur the costs of drying the distillers grain and transporting it as would be
necessary if it was to be used at another site. A further benefit is that no
costs are incurred to dispose of the stillage water. Rather than it being
something that is costly to be disposed of, it becomes a valuable feed product.

The manure and used bedding straw are cleaned up frequently, thus removing the
media in which disease would otherwise grow. They are burned in a gasifier and
the heat produced is used in the fermentation and distillation processes.
Relying on specifications published by the gasifier manufacturer, management
believes that there will be sufficient heat leftover to operate a greenhouse,
if the operator so desires.

The ethanol is mixed with a proprietary emulsifier and diesel. When this
emulsion was tested at The British Columbia Institute of Technology in June,
1996, in an unaltered diesel engine, it reduced the particulate (black smoke)
emissions by over 65% and the NOx emissions by over 22%, without any loss of
power.

For a more detailed description of the entire process, plus sources of
information and references, the reader is referred to the Company's Form 10-KSB
for the year ended June 30, 2001, which was filed with the SEC on October 12,
2001 as amended March 4, 2002.

These plants are referred to as "micro energy food facilities" or "MEFFs",
because of the small amount of energy from outside sources that is necessary to
operate them. Although there are no operating plants at the moment, the Company
is expecting to have the first one operating in the spring of 2002, as
described below.

The Company intends to sell these facilities (except the column and spinner) to
farm operators, preferably those who grow or have access to sufficient grain to
supply the plant. Management believes this would be about 40,000 bushels of
barley or other suitable grain for a plant which would feed 200 head of cattle
on a continually rotating basis.






==============================================================================
Page-13-

PLAN OF OPERATION (con't)

Hybrid plans to earn revenue from the sale and operation of these facilities in
the following manner:

1. operating the first facility;

2. profit on the sale of subsequent plants;

3. the lease of the column and spinner to each operator;

4. the royalties and service fees that each operator will pay;

5. the purchase of the ethanol mixture from the operator at 80 % of wholesale
value and the sale to distributors or end-users;

6. an incentive from premiums from marketing the finished animals.

The Company expects to earn a profit and recognize revenue on the sale of each
plant. The Company intends to sell each MEFF at a profit that is sufficient to
cover overhead and operating costs and the costs of screening applicants,
training them and assisting them until they are able to operate on their own.
The profit on the sale of each plant is expected to be sufficient to cover all
of the operating expenses the Company will incur until revenues are received
from royalties.

Once they are operating, it is intended that each operator will pay royalties
for the license to use the technology. Initially this royalty is expected to be
$2500US per month starting when each MEFF begins operation. The Company is
considering offering incentives in the form of reduced royalties to the first
operators who make early commitments to purchase plants.

In addition, the Company anticipates that it will charge each operator a
service fee to cover the Company's costs of regular visits for ongoing
training, service, technical support, and quality control. These fees are
expected to be in the $150 to $250 US per month range.

The column and spinner, which are the most sensitive parts of the technology,
will not be sold. The Company will lease these parts of the technology to the
operators on a permanent basis to protect the secrecy of the design and
operation of these most vital pieces of the technology. These leases are
expected to create another source of revenue for the Company.

Other revenue for the Company is expected to come from obtaining premium prices
for the beef. The Company anticipates entering into an agreement with its
operators to pay the Company an incentive for obtaining premium prices for the
sale of the beef. We anticipate this will be in the form of a percentage of the
premium realized.

The Dalum test trials demonstrated the quality of the beef produced by this
process. As a result, Cargill Foods, which purchased the first lot, agreed to
pay a premium of $0.10 per pound for all of the beef that could be produced by
this process. They also agreed to pick up subsequent lots at the plant, which
eliminated freight and auction costs. The Company anticipates that the beef
produced by the process will be top quality, which the Company will be able to
market at premium prices.

==============================================================================
Page-14-

PLAN OF OPERATION (con't)

The Company has investigated a number of possible sources of premium prices,
including markets in the Far East and Europe, high-end restaurants, cruise
ships and specialty meat markets that sell organic and hormone free meat. As a
result of making these contacts, the Company believes that it will be able to
generate premium prices from that sale of the beef and earn revenue from doing
so. However, it must be noted that the Company does not have any agreements at
this time that would pay premium prices for the beef.

Management has recognized that premium prices would be most likely if the
Company were able to control the processing, marketing and distribution of the
finished beef.  A number of possibilities have been considered with the most
promising being Company operated or sponsored retail outlets, development of
foreign markets and specialty markets.  The first, and perhaps the most
important, obstacle encountered was the lack of meat processing facilities that
could and would process the beef to our specifications.

In the second quarter of 2000, Hybrid found a packing plant that was within a
two-hour drive of our head office and was not operating.  This plant seemed to
be perfect for our needs because of its size and the fact that it was
constructed to meet the specifications necessary in order to process beef for
shipment to Europe and the Far East. At the date of this report, the packing
plant is still available.

The Company also believes that it has a workable business plan to operate the
packing plant profitably by custom processing finished beef and bison until the
MEFFs begin producing. We are in contact with an Alberta company that deals in
hormone free beef and bison which has assured us that they are able to supply
the packing plant with sufficient animals for custom processing to keep it
operating at full capacity until sufficient MEFFs are operating. If we are able
to acquire the packing plant, the Company's intention is to sell enough MEFFs
to be built in close proximity to the packing plant to keep it operating at
full capacity. From discussions which we have had with ranchers, cattle brokers
and others that grow or market hormone free beef, the Company believes that it
will be able to obtain enough hormone free feeder cattle to keep the MEFFs and
the packing plant running at full capacity.

As a consequence, the Company continues to search for money to acquire the
packing plant.  No commitment will be made to purchase the plant until
sufficient money is committed to pay the purchase price and cover operating
expenses until positive cash flow is achieved. The Company anticipates that the
packing plant would begin to produce cash flow within 30 to 60 days after
operations begin and is projected to achieve positive cash flow in six to nine
months.

A small amount of diesel is added to the ethanol in the distillation column to
"de-nature" it so that no pure ethanol is detectable or accessible in the MEFF.
This mixture is then stored on site in an appropriate tank and then picked like
bulk milk and transported to a mixing facility to be further mixed into the
appropriate ratio. The Company intends to generate revenue by purchasing the
fuel mixture from the operators at a discount from wholesale value, and selling
the end product to end users and distributors after mixing is completed.




==============================================================================
Page-15-

PLAN OF OPERATION (con't)

In the beginning, with the small quantities from the first MEFF, the plan is to
mix locally and use the fuel for testing and evaluation by local users. Two
local firms have agreed to evaluate the fuel made by the first plant as soon as
we produce it. This is expected to generate revenue of $1.00 to $1.40 per
gallon over time.

After the first plant is operating, the location of the next MEFFs will be
determined to some extent on being able to economically deliver the fuel
mixture to commercial mixing facilities that can handle the production from the
MEFFs on a contract basis. The plan is for the Company to purchase the chemical
mixture from each MEFF, and transport it to mixing plants for further mixing to
achieve the appropriate ratio. The availability of an end user to take the
finished fuel will be a consideration in choosing the mixing facility.

When a larger number of plants are operating and are producing sufficient
quantities, the Company plans to sell the mixed fuel to end users and diesel
fuel distributors encompassing all industries. The Company estimates it will be
more than a year after completion of the second plant before we get to that
stage, at which time the Company intends to target the trucking and railway
industries. Ultimately the Company may consider building and operating its own
mixing facilities, if that becomes economically feasible.

Because the hybrid fuel can be used in an unaltered diesel engine, it can be
used economically where it is available and no modifications or changes need be
made to engines to switch back to regular diesel fuel when the hybrid fuel is
not available.

Some potential users may be concerned about using this product.  Ethanol-diesel
mixes are presently being evaluated by Archer Midland Daniels, The Chicago
Transit Authority and The University of Illinois. Their reports either are or
are expected to be available on The University of Illinois website. In
addition, the City of Winnipeg Transit Authority and Husky Oil are conducting
an evaluation of an ethanol-diesel mix to see how it performs in very cold
weather. The Company plans to provide end users with access to all of these and
subsequent evaluation reports in order to help alleviate potential users
concerns about the safety and performance of the fuel.

As regulators work to decrease engine emissions and users look for less
expensive fuels that burn cleaner, the Company believes it will be able to
attract users for the hybrid fuel.

Until such time as the Company sells and constructs MEFFs and recognizes
revenue, the Company is likely to continue to experience a cash shortage.
Because the Company is a developmental stage company, it is unlikely to be able
to borrow money from banks and other traditional financial institutions. The
lack of long term, adequate financing continues to be of great concern to
management. The Company will require additional capital in the near future in
order for it to develop operational activities and to continue as a going
concern in the long term. For the coming quarter, management anticipates
spending most of its energies on raising money for the purpose of developing
operating activities and complying with public reporting requirements.




==============================================================================
Page-16-

PLAN OF OPERATION (con't)
To solve the cash shortage problem, the Company is involved in discussions to
sell a license to use the technology in a specified territory. The discussions
contemplate payment of an up-front fee plus royalties for the use of the
technology.  In addition, the licensee would be required to lease the columns
and spinners from the Company on an ongoing basis. We continue to make progress
towards the sale of the license, as the prospective purchaser continues their
"due diligence" and organizational activities. At this stage, it appears that
it will take another six to nine months to finalize a deal with a comprehensive
written agreement and payment of the license fee.

Although the parties have signed letters of intent, no definitive agreement has
been signed and no money has changed hands.  If the parties are able to reach
an agreement as presently being discussed, the license fee would be sufficient
to pay the Company's outstanding payables and operating costs for the next 12
months. The sale of such a license is expected to be a one time event. However,
the Company reserves the right to sell other licenses in order to develop
territories faster.

If the Company is unable to realize income by selling a license to use the
technology, the Company may need to raise money in some other way. To do so,
the Company may sell additional shares of its common stock to pay operating
expenses for the next 12 months. The Company's general and administrative
expenses for the next 12 months are expected to be less than $500 per month,
exclusive of executive compensation, which is deferred, and professional fees
for legal and accounting services.  It is anticipated that related parties will
continue to pay these operating expenses and advance funds to pay legal and
accounting fees, but no assurances can be given.

Management is convinced that an environmentally friendly project such as ours,
which produces cleaner food, cleaner air and cleaner water is a sound basis for
a successful business. For this and other reasons, we believe that building and
operating the first MEFF is essential to create cash flow and to demonstrate to
potential operators that the technology works as advertised so that the Company
can begin to develop operating activities.

The prospective operators want to see it in operation before they commit
themselves and so do the people who will approve the financing for the
construction of MEFFs. To date, the Company has received applications from more
than fifty farmers who are interested in acquiring MEFFs.  The Company is
currently developing a screening process to select suitable candidates and
assist them in obtaining financing, if necessary, for plant construction. The
intention is to have at least four candidates approved for training by the time
the demonstration MEFF is operating.

The Company has found a suitable location for its first MEFF, which will be
located near Kelowna, B.C., Canada. This first MEFF was to be built by an
outside contractor who was to arrange all of the financing, complete the
construction and deliver an operational plant to our operating subsidiary,
Hybrid Fuels (Canada) Inc., to be used as a demonstration and training
facility. Neither we nor Hybrid (Canada) were to have any liability for the
MEFF until it was operational.

Unfortunately, the Contractor who was to do the building, ran into difficulties
on another project that had nothing to do with us, and was unable to keep his
commitment to build the MEFF for Hybrid Fuels (Canada) Inc. Hybrid (Canada) has
made preliminary contact with a new contractor to construct this first MEFF. No
==============================================================================
Page-17-

PLAN OF OPERATION (con't)

agreement has been reached as of the date of this report.

We anticipate it will take two to four months from the start of construction
until the plant is operational and four to five months after that before it is
generating positive cash flow. The financing that is being sought is expected
to be sufficient to cover all construction and operating expenses until
positive cash flow is achieved. Once the first MEFF is operating and we are
able to demonstrate to financiers that it generates sufficient cash flow to pay
all operating costs and service the construction debt, we expect to receive
approval for financing subsequent plants very quickly. By the time we receive
financing approval, the Company expects to have qualified and trained two or
more operators.

We have also approached Farm Credit Corporation, which has recently approved a
program to provide leasing to farmers for the acquisition or upgrading of
buildings and equipment. At this time we are in the very preliminary stages of
discussion to determine the best way to obtain approval for lease financing to
construct the ethanol/beef facilities. As a result of slow-downs that are
showing up throughout the economy, there seems to be a willingness to assist in
furthering this new process which could contribute greatly to farm income. It
will likely take several months to complete the "due diligence" process with
FCC.

The institution that finances the construction of each MEFF is expected to be
given security on the plant in return for the financing. No financing has been
committed as at the date of this report.

Until such time as we have succeeded in obtaining financing, the Company will
not proceed with construction and will keep operating costs to a minimum. Once
money is available to pursue our program, operating costs will be kept to a
minimum by using paid consultants as necessary on an ad hoc basis and no new
employees will be hired until the Company has sufficient revenues.

During the quarter, the Company issued 200,000 shares to a Director and Officer
for services rendered to the end of June, 2001. These shares were authorized at
a Directors meeting on June 11, 2001. However, the transfer agent failed to
issue them due to misreading the resolution. Also during the quarter, the
Company sold 130,000 restricted shares in a private placement to an accredited
investor to raise money to pay professional fees and other operating expenses.
These shares were issued after the end of the quarter. In addition, the Company
authorized the issuance of 100,000 restricted shares to pay an independent
consultant for services rendered to the end of September, 2001. These shares
were also issued after the end of the quarter. The loss for the present quarter
is $40,759 compared to $95,665 for the comparable quarter last year. The loss
for the same quarter last year was higher largely due to advances written,
which is not likely to reoccur, plus higher imputed interest and professional
fees. The loss for this quarter is made up of consulting fees for filings with
the SEC, which have been paid by cash of $473 and the issuance of shares for a
value of $5,000. Another $18,000 is salary for the President which is deferred
until money is available, and does not represent a cash outlay. Other items not
requiring cash are interest which is accrued and imputed interest. All of these
non-cash items total $32,829. The working capital deficiency of roughly $8,000
was made up from cash from the sale of shares and by a major shareholder or the
President. If no revenue is received from the sale of a license as discussed
above, or from operating activities, it is anticipated that a major shareholder
==============================================================================
Page-18-

PLAN OF OPERATION (con't)
or the President will continue to fund the Company's working capital deficiency
for the foreseeable future. Operating expenses will be kept to a minimum until
revenue is generated.

PART II	Other Information

Item 2. RECENT  SALES  OF  UNREGISTERED  SECURITIES.

        	Date, title and amount of securities sold
           Date                          Title          Amount
       September  19, 2001             Common Stock    200,000 shares

1. The 200,000 shares issued September 19, 2001, were issued to an Officer and
Director to settle a debt for services valued at $10,000 rendered to the
Company to June 30, 2001. The sale of the shares was approved by Directors
resolution on June 11, 2001 when the shares were trading at $0.05 and not acted
on by the transfer agent until September because he misread the resolution.

The Company relied upon Section 4(2) of the Securities Act of 1933 to effect
the issuance of the shares. All shares were issued in isolated private
transactions, not involving any public solicitation or offering.

PART II	Other Information

Item 6.	Exhibits and Reports on Form 8K

(a) Exhibits
            Exhibit No.
            3.1* - Articles of Incorporation
            3.2* - Bylaws
            4.1~ - Specimen Stock Certificate
            16. Report on 8-K, filed August 28, 2001. 21.
            List of Subsidiaries.

*Incorporated by reference from the registrant's Form 10-SB filed with the
Commission on February 4, 2000.

~ Incorporated by reference from the registrant's Form 10-KSB filed for the
period ended June 30, 2000 and filed with the Commission on June 12, 2001.

(b) Report on Form 8-K
On August 28, 2001 the Company filed a report on Form 8-K, to report the change
of Independent Accountant from James E. Slayton to William L. Butcher that
occurred July 25, 2000, and had not previously been reported.

Signatures

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: November 14, 2001

HYBRID FUELS, INC.
By:/s/ John Morrison, CFO

==============================================================================