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 March 31, 2002

       [] 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
incorporation or organization)              (I.R.S. Employer Identification No.)



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 [X]               No[]

The number of shares outstanding of the registrant's common stock as of May 13,
2002 was 21,148,600.

The number of shares issued of the registrant's common stock as of May 13, 2002
was 21,386,353.

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















================================================================================
HYBRID FUELS, INC.

                                   FORM 10-QSB/A

                      For the nine months ended March 31, 2002

INDEX


Part I - Financial Information

      Item 1.  Financial Statements                                    Page

        Balance sheet as at June 30, 2001 and March 31, 2002............F-3

        Statements of operations for the three months and the
        nine months ended March 31, 2002 and 2001.......................F-4

        Statements of cash flows for the nine months ended
        March 31, 2002 and 2001.........................................F-5

        Notes to Financial Statements...................................F-6-F-10

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


Part II - Other Information.............................................19

Signature...............................................................20



































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


                                             March 31,     June 30,
                                              2002          2001
                                           (unaudited)     (audited)
                                                $             $
--------------------------------------------------------------------------------
ASSETS

Current Assets

Cash                                           4,114            2
--------------------------------------------------------------------------------
Total Assets                                   4,114            2
--------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts payable                              21,964       14,807
Accrued liabilities                              900       15,000
Note payable (Note 4)                         33,638       33,638
Shareholder loan payable (Note 6(a))         199,635      196,255
Amounts owing to a Director (Note 6(b))      205,521      152,111
--------------------------------------------------------------------------------
Total Current Liabilities                    461,658      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 21,122,300 and 20,623,600 shares are issued and
outstanding respectively                      21,122       20,264

Additional Paid-in Capital                   312,126      285,842

Donated Capital - Imputed Interest (Notes 5 and 6)
                                             159,182      115,937
Deficit Accumulated During the Development Stage
                                          (1,172,974)  (1,057,212)
--------------------------------------------------------------------------------
Total Stockholders' Deficit                 (680,544)    (634,809)
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity     4,114            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.
(A Development Stage Company
Consolidated Statements of Operations
(unaudited)


                         Accumulated
                         from
                         February 26,
                         1960              Three months ended  Nine months ended
                         (Date of Inception)     March 31,          March 31,
                                                 Restated           Restated
                          to March 31,       (See Note 9)  (See Note 9)
                            2002           2002         2001    2002       2001
                             $              $            $       $          $
--------------------------------------------------------------------------------
Revenue                      -              -            -       -          -
--------------------------------------------------------------------------------
Expenses

Consulting fees               840          6,313         -      6,313       -
Advances written-off
(Note 3)                   84,951           -          27,999    -        84,951
Deposit on plant written-off
(Note 3)                  170,561           -            -       -          -
Disputed compensation
(Note 8(b))               243,463           -            -       -          -
Executive compensation
(Note 6(b))               198,000         18,000       18,000  54,000     54,000
Filing and regulatory fees 17,091                         141   1,561      3,808
General and administration 59,484            422          298     535      1,369
Interest                    4,173           -             673   2,049      1,456
Imputed interest
(Notes 5 and 6)           159,182         28,255       16,307  43,245     42,082
Investor relations         16,698           -            -       -         4,092
Professional fees         148,683          1,513        7,725   7,315     64,225
Rent and telephone         42,431            160        1,798     510      5,080
Research and development    8,000            -            -       -          -
Travel and promotion       13,944                         155     234      1,128
--------------------------------------------------------------------------------
                       1,172,974          49,190       73,096 115,762    262,191
--------------------------------------------------------------------------------
Net Loss              (1,172,974)        (49,190)     (73,096)(115,762)(262,191)
--------------------------------------------------------------------------------
Net Loss Per Share                          (.01)        (.01)    (.01)    (.01)
--------------------------------------------------------------------------------
Weighted Average Shares Outstanding
                                     21,122,300 19,457,000 20,873,000 19,457,000


(See Accompanying Notes to the Consolidated Financial Statements)













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


                                                         Nine months ended
                                                         March 31,
                                                         Restated (See Note 9)
                                                      2002               2001
                                                        $                  $
--------------------------------------------------------------------------------
Cash Flows To Operating Activities

Net loss                                            (115,762)         (262,191)

Non-cash items
Imputed interest                                      43,245            42,082
Advances written off                                                    84,952
Adjustment to reconcile net loss to cash
Accounts payable and accrued liabilities               8,057            20,761
--------------------------------------------------------------------------------
Net Cash Used In Operating Activities                (64,460)         (114,396)
--------------------------------------------------------------------------------
Cash flows to investing activities

Advances to Blue Mountain Packers Ltd.                                 (84,952)
--------------------------------------------------------------------------------
Net Cash Used By Investing Activities                   -              (84,952)
--------------------------------------------------------------------------------
Cash Flows From Financing Activities
Common Stock issued                                   11,782
Advances payable                                        -               77,343
Amounts owing to a Director                           53,410            55,894
Shareholder loans payable                              3,380            32,003
Proceeds fro note payable                               -               33,638
--------------------------------------------------------------------------------
Net Cash Provided By Financing Activities             68,572           198,878
--------------------------------------------------------------------------------
Net Increase (Decrease) in Cash                        4,114              (470)
Cash - Beginning of Period                                 2               455
--------------------------------------------------------------------------------
Cash - End of Period                                   4,114                15
--------------------------------------------------------------------------------
Non-Cash Financing Activities
Value of common stock issued for settlement of debt    10,000
Value of common stock issued for services               5,000             -
--------------------------------------------------------------------------------
Supplemental Disclosures

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

(See Accompanying Notes to the Consolidated Financial Statements)










================================================================================
                                        F-6

Notes to Financial Statements

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.  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, Inc. of 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
  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.
================================================================================
                                        F-7
Notes to Financial Statements (con't)

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.


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.



================================================================================
                                        F-8
Notes to Financial Statements (con't)

4.   Note Payable

  On September 15, 2000, the Company issued a note for Cnd$50,000 ($33,638) due
  and payable on or before September 15, 2001 plus 8% interest. Repayment of the
  note has been extended until completion of a financing. Interest of $4,173 has
  been accrued at March 31, 2002 and is included in accounts 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) 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 totaling $64,276
     on behalf of the Company. The balance of $197,745 is currently owing
     without interest or specific repayment terms. Imputed interest of $22,245
     (2001 - $29,041) was charged to operations and treated as donated capital.
     During the three months ended March 31, 2002, $1,890 was advanced by
     another shareholder. This loan does not bear interest and has no fixed
     terms of repayment.

  (b) The President who is also a Director of the Company, has paid office and
     related expenses from personal funds in the amount of 16,214 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 $198,000 at March 31, 2002.  These amounts are unsecured, non-interest
     bearing and due on demand.  Imputed interest of $21,000 (2001 - $16,835)
     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. 100,000 shares were issued for services
     on October 18, 2001.


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.

================================================================================
                                        F-9
7.   Stockholders' Equity (continued)

  (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, totaling 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.

  (c) On May 17, 2000 the Company issued 1,500,000 shares pursuant to a
     subscription agreement for $150,000 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. When funds
     become available 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 351,053 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 113,300
     shares, have not responded to the  offer. These subscriptions are recorded
     as  temporary equity until rescission rights have been revoked.
================================================================================
                                        F-10
7.   Stockholders' Equity (continued)

  (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).
  (h) On October 18, 2001, 130,000 shares where issued for cash of $6,300.
  (i) On October  18,  2001, 100,000 shares where issued for services referred
     to in Note 6(d).
  (j) On March 27, 2002, 68,700 shares were issued for cash of $5,481.

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. Actions of the previous
  administration have been reported to the Securities and Exchange Commission.
  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 361,120 shares of the Company.

9.   Restatements
  The Company has restated its financial statements for the period ended March
  31, 2001. The nature of the restatements and the effect on net income and
  earnings per share are as follows:
                                          Three Months Ended   Nine Months Ended
                                               March 31,           March 31,
                                                   2001                2001
                                                   $                   $
--------------------------------------------------------------------------------
Net loss for the year as previously reported   (257,529)           (332,306)
   Corrections effecting net income:
(a)    Inclusion of imputed interest at a rate of 15% per annum on non-interest
bearing loans                                   (16,307)             (42,082)
(b)    Deposit on plant written-off in a prior period
                                                 170,561              170,561
(c)    Advances to Blue Mountain Packers written off
                                                  32,608              (24,344)
(d)    Recognition of a liability owing to a non-related company for
       expenses paid on behalf of the Company     (2,429)             (34,020)
--------------------------------------------------------------------------------
   Net loss for the year as restated             (73,096)             (262,191)
--------------------------------------------------------------------------------
   Loss per share as previously reported            (.02)                 (.01)
   Loss per share on restatements                   (.01)                 (.01)
   Loss per share as restated                       (.01)                 (.02)


  In addition to the restatements noted above certain other financial statement
  note disclosures were provided to improve the overall presentation of the
  Company's financial statements.

================================================================================
Page-11-

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

FORWARD-LOOKING STATEMENTS

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.  Actual results could differ materially from the results discussed
in the forward-looking statements.  Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date of this report to conform such statements to actual results or to
changes in our expectations.

The following discussion and analysis should be read in conjunction with the
various disclosures made by us in this Report and in our other reports filed
with the SEC, including our Annual Report on Securities and Exchange Commission
("SEC") Form 10-KSB for the year ended June 30, 2001, as amended.

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. The Company is currently seeking additional capital to pay
operating costs and develop operating activities, but there can be no assurance
that the Company will be able to fulfill its capital needs in the future.
Moreover, due to Company's poor liquidity, lack of operations and the absence of
a listing for its common stock on a major exchange, the cost of obtaining
additional capital is expected to be significant. Management cannot provide
assurance that the Company will ultimately achieve profitable operations or
become cash flow positive.  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.  However, management believes that the Company's resources
should be adequate to continue operating and pursue its business development
strategy during fiscal 2002.

RISK FACTORS

You should carefully consider the following risks and the other information
contained in this report and in our other filings with the Securities and
Exchange Commission before you decide to invest in us or to maintain or increase
your investment.  The risks and uncertainties described below are not the only
ones facing us. Additional risks and uncertainties may also adversely impact and
impair our business. If any of the following risks actually occur, our business,
results of operations or financial condition would likely suffer. In such case,
the trading price of our common stock could decline, and you may lose all or
part of your investment.

1.   Our cash reserves may not be adequate to cover our costs of operations.  To
date, we have covered our operating losses by loans from shareholders or
privately placing securities.  We expect to fund our general operations and
marketing activities for 2002 with our current cash, which was obtained from the
sale of securities. However, our cost estimates do not include provisions for
any contingency, unexpected expenses or increases in costs that may arise.

2.   We may not be able to raise the capital we need.  It is likely that we will
need to raise additional capital at some point in the future. If additional
funds are raised through the issuance of equity, our shareholders' ownership
will be diluted. There can be no assurance that additional financing will be
available on terms favorable to us or at all. If funds are not available or are
not available on terms acceptable to us, we may not be able to continue our
business.
================================================================================
Page-12-

3.   Our intended business depends on the protection of our intellectual
property and may suffer if we are unable to adequately protect our intellectual
property. We have not sought protection of our intellectual property through any
patents, but have elected to protect them through secrecy and non-disclosure
agreements. Because they are not protected by patents, others may seek to
discover and use our intellectual property. We cannot provide assurance that our
intellectual property rights will not be invalidated, circumvented or
challenged. If we are found to infringe on the intellectual property rights of
others, we may not be able to continue to market our process, or we may have to
enter into costly license or settlement agreements. Third parties may allege
infringement by us with respect to past, current or future intellectual property
rights. Any claim of infringement, regardless of merit, could be costly,
time-consuming and require us  to develop non-infringing technology or enter
into royalty, licensing or settlement agreements. These agreements could be on
terms unfavorable or unacceptable to us and could significantly harm the
development of our business. In the future, we may also have to enforce our
intellectual property rights through litigation. Any such enforcement could also
result in substantial costs and could materially affect our financial condition
and our business.

4.   We have a history of operating losses and an accumulated deficit, as of
March 31, 2002, of $1,172,974.

5.   Our ability to begin operations and to generate revenues and profits is
subject to the risks and uncertainties encountered by development stage
companies.  Our future revenues and profitability are unpredictable. We
currently have no operating activities that will produce revenue and have not
been able to raise the capital necessary to build our first facility and
commence operating activities and as such, we do not know when we may be able to
begin operations. Furthermore, we cannot provide assurance that we will be
successful in raising the money necessary to begin or expand operations.

6.   The production of ethanol is being strongly encouraged by governments and
private parties as a way to reduce water and air pollution which could lead to
rapidly changing technology. If we are unable to adapt to rapidly changing
technologies, our intended business could be adversely affected.

7.   We have no operating history which makes an evaluation of our future
prospects very difficult. There can be no assurance that we can raise the money
to build the first plant and if we succeed in building the first operating
plant, there can be no assurances that we will be able to develop operations
that are profitable or will operate as intended. If the market for our plants
fails to develop, or develops more slowly than anticipated, we may not be able
to meet our expenses and may not achieve profitable results.

8.   Our common stock is not widely traded, and, as a result, the prices quoted
for our stock may not reflect its fair market value. Because of the low volume
of trading in our common stock, our stockholders may find it difficult to sell
their shares.

9.   Our Common Stock is traded on the "Pink Sheets" and there is no assurance
that it will ever be listed on any major stock exchange.  While our stock is on
the "Pink Sheets", it has an effect on the perception of us amongst potential
investors which makes it very difficult to raise capital. It can also impact the
dilution associated with any financing.

10.  We have no insurance covering our operations, potential products, services
or directors and officers.

11.  Future performance depends on the ability to attract, train, and retain
management, technical and marketing personnel. In the future, loss of one or
more key employees could negatively impact us, and there is no "key man" life
insurance in force at this time. Competition for qualified personnel is intense,
================================================================================
Page-13-

and there can be no assurance that we will attract or maintain key employees or
other needed personnel.

12.  We may experience a period of expansion and growth, which would likely
place significant strain upon management, employees, systems, and resources.
Because the market could develop rapidly, it is difficult to project the rate of
growth, if any. Failure to properly manage growth and expansion, if and when it
occurs, may jeopardize our ability to sustain our business. There can be no
assurance that we will properly be able to manage growth, especially if such
growth is more rapid than anticipated.

The following discussion has been prepared assuming the Company will continue as
a going concern; however, the audit report for the financial statements as of
and for the periods ended June 30, 2000 and 2001, includes a caveat on this
point. In reading the following, one should consult the audit report, financial
statements and footnotes, and keep in mind the significant losses generated by
the Company.

RESULTS OF OPERATIONS

The loss for the present quarter is $49,190 compared to $73,096 for the
comparable quarter last year. The loss for the same quarter last year was higher
largely due to advances of $27,999 written off, which is not likely to reoccur.
The higher imputed interest this quarter of $28,255 compared to $16,307 for the
same period last year results from increased amounts owing to the President as
a result of the increase in deferred salary over the same quarter last year. The
loss for this quarter includes amounts of $18,000, which is deferred salary for
the President and  $28,255 imputed interest, which do not represent a cash
outlay.  These non-cash items total $46,255. Working capital was obtained from
cash received from the sale of shares.

At the end of the quarter, the Company had cash reserves of $4114, which was the
balance of cash received from the sale of 68,700 shares for $5,481. The shares
were sold when the  shares were trading at 8 cents. This cash should be
sufficient to pay all operating costs for the next three to six months.  In the
absence of operating  activities, the Company's general and administrative
expenses for the next 12 months that require a cash outlay are expected to be
less than $1500 per month, exclusive of executive compensation, which is
deferred.

At the beginning of the quarter, the Company had an agreement in principle for
the sale of a license to use the technology within the Province of Quebec,
Canada. At that time, the parties were negotiating, but no definitive agreement
had been signed and no money had changed hands. By the end of the quarter,
negotiations had failed to make any progress and management concluded that it
was unlikely we would be able to conclude a satisfactory agreement with the
prospective licensee and we therefore broke off negotiations on March 28th,
2002.

PLAN OF OPERATION

Background

We are a development stage company that has not yet proved the feasibility of
its  planned  principal operations.   In their opinion on our June 30, 2001
financial  statements, our independent auditors raised a substantial doubt about
our ability to continue as a going concern because we have not generated any
revenues and have conducted operations at a loss since inception. To date we do
not have any operations that generate revenue and have been unable to raise
money to begin operations. Until such time as we prove the feasibility of our
planned principal operations, we are likely to continue to experience a cash
shortage. Because we are a developmental stage company, we are unlikely to be
able to borrow money from banks and other traditional financial institutions. We
================================================================================
Page-14-

do not anticipate making any commitments to borrow money within the next 12
months, unless we can secure construction loans to build our first plant. The
lack of long term, adequate financing continues to be of great concern to
management.

We will require additional capital soon in order to continue as a going concern
in the long  term.  Until we have arranged financing, no operating activities
are planned. In the absence of operating activities, our cash 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.

Our ability to continue to operate in the future depends on us being able to
raise money to build our first plant. We have identified a contractor that is
working towards making arrangements to build the first plant, and we are
therefore concentrating our efforts on raising money to build the first plant
and commence operations. We estimate we need to raise approximately $1 million
to cover payables, build the first plant, begin the development of operating
activities and deal with potential claimants. This estimate includes $350,000
for plant construction, $110,000 for cattle, $30,000 for payables (excluding
shareholder loans and accrued executive salaries), $70,000 for salaries,
consumables and other operating expenses until the plant begins to generate cash
flow, and $250,000 for contingencies and to start developing operating
activities.  The remaining $190,000 constitutes a reserve for any shortfalls in
our estimation process or any unforeseen contingencies. Although we are
negotiating with potential investors to fund the construction of the first
plant, we do not have any commitments at this time.

Management recognizes that to generate long-term cash flow, we need to develop
operating activities. We need to build and begin operating the first bio-fuel
and beef facility to create cash flow and to demonstrate to potential operators,
lenders and investors that the technology works as described. Prospective
operators and those who will approve the financing for the construction of
subsequent plants want to see a profitable facility in operation before they
commit themselves.

Strategy to Raise Capital

Although we do not have any cash reserves, related parties have indicated a
willingness for the time being to continue to pay operating expenses and advance
funds to pay legal and accounting fees.  The Company therefore believes that it
can continue as a going concern in the near term. These related parties are not
obligated to pay Company operating costs, and therefore, no assurances can be
given that they will continue to do so.  If these related parties cease to
advance money to pay these operating costs, the Company may have to cease
operations and liquidate.

So far, all potential investors we have contacted have been reluctant to invest
funds as long as we are on the "pink sheets." Our plan is to comply with all
applicable SEC reporting requirements so that we can have a market maker apply
to the NASD to have our common stock authorized for inclusion on the OTC
Bulletin  Board.  We are aware of a class of investors who will invest money in
companies whose stocks are traded on the OTC Bulletin Board, although we do not
have any specific investors identified at this time who have committed to invest
funds in the Company.  We hope to have met these requirements and to have our
stock quoted on the OTC Bulletin Board within four months. Although our plan is
to have our stock traded on the OTC Bulletin Board, there can be no assurance
concerning the time frame when that may occur, if at all.

Because of our low stock price, and the fact that we are on the "pink sheets",
we do not intend to sell additional shares of our common  stock in the immediate
future unless we have no other source of money to pay expenses. Once our stock
is trading on the OTC Bulletin Board, we plan to contact prospective investors
================================================================================
Page-15-

to raise the approximately $1 million in capital discussed above. This planned
offering and sale of our common stock will not be registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirement.  This disclosure is not an offer of securities or a solicitation of
an offer to buy securities. Placements will be made only to investors with
preexisting contacts with Hybrid Fuels and its authorized representatives. If we
encounter unforeseen delays or difficulties in getting our stock to trade on the
OTC Bulletin Board and we must continue to trade on the pink sheets, we may
reevaluate the price at which we will sell our equity securities to raise
capital.

Our plan to have our stock traded on the OTC Bulletin Board could also be
frustrated by the introduction of the BBX Exchange, a proposed automated
electronic exchange that would replace the negotiated order system of the OTC
Bulletin Board.  In the near term, the NASD may slow its processing of new
applications to the OTC Bulletin Board, because the OTC Bulletin Board will
terminate soon and BBX applications may be filed as early as July 1, 2002. The
BBX Exchange is slated to go "live" in March 2003. The most recent NASD proposal
to the SEC regarding the BBX Exchange does not contain a definite date when the
OTC Bulletin  Board will terminate, but the stated objective of the introduction
of the BBX Exchange is to remove any market for stocks between the pink sheets
and the BBX Exchange.  If the uncertainty created by the BBX Exchange prevents
us from having our stock traded on the OTC Bulletin Board, we would have to
reevaluate our capital raising strategy.  We would have to assess whether we
would remain a pink sheets company and sell our equity securities at the lower
prices that a pink sheets listing entails or whether we could achieve the more
rigorous listing standards of the BBX Exchange and apply to have our common
stock traded there.  If we were to attempt the BBX Exchange alternative, we
would either have to raise some capital at the pink sheets level to fund the
application process or have to convince related parties to advance these funds.

Plan of Operation Assuming Adequate Capital Raised

The discussion in this section assumes that we will succeed in raising the
approximately $1 million that will be used to place our first plant in service.
The major goal of placing the first plant in service is to demonstrate the
economic feasibility of the system. Once this first plant is operating, we
expect to use it as a demonstration and training facility and to earn revenue
from  its operation. Assuming that it will be necessary to pay market price for
grain, bedding and other supplies and that we will receive no more than market
price for the finished animals, our  projections indicate that the plant should
generate sufficient revenue to pay all of our operating costs, plus a small
surplus which may be used toward development of operating activities. The
financial institutions that have expressed interest in financing subsequent
plants want to see this first plant generate sufficient cash flow to pay all
operating costs and debt service.  We anticipate that the plant will show
sufficient cash flow to make it possible for us to get approval for financing
subsequent plants.

Management has planned to build the first plant at Oyama, on approximately six
acres of farmland just north of Kelowna, British Columbia. We will need to
finalize a lease to enable us to build on this  site.  This location provides
the company supervisory ability and site control. Once we have financing
available to construct the plant, we believe we can quickly finalize the lease
for the site.

An operating facility includes the barn, the ethanol making equipment, the
bio-furnace or gasifier, "Greener Pastures" grass growing system, and the right
to use the proprietary information and technology, as more fully described under
"Proposed Facilities" on page 6 above. The cost of building this plant is


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

anticipated to be approximately $350,000. Approximately $220,000 of this cost is
for foundations and flooring, buildings, the gasifier, the ethanol making
equipment, tanks and machinery. Soft costs, for such items as permits,
engineering and other professional fees, survey and layout, site preparation,
delivery of buildings and materials, rentals, small tools and miscellaneous, are
estimated at $60,000. We estimate we will spend approximately $70,000 for
construction labor and supervision.

Once financing is arranged and we have finalized our lease, we anticipate it
will take approximately two months to construct the plant. Foundations and
flooring are expected to take approximately two weeks and the erection of the
buildings are expected take another two weeks. Once the buildings are finished,
the installation of the gasifier, pens, feed bunks and ethanol making equipment
are expected to take another  month.  Our plan then provides up to another two
months for any delays, initial start-up and testing, for a total of up to four
months from beginning construction until the plant is fully operational. At one
point we had attempted to have a contractor construct the plant, which we would
then lease from the contractor. That proposed arrangement is no longer available
to us; we must finance the plant construction ourselves.

We have designed the plant to accommodate 200 head of cattle. As we near the end
of testing the plant, we plan to begin the finishing operation for the cattle,
with an initial group of 20 to 25 cattle.  The finishing operation is designed
to function on a staggered basis, so that every two weeks (initially) we will
bring in an additional 20 to 25 cattle.  We will sell the cattle on the same
staggered basis as they complete the finishing process. As we gain experience
with the plant, we intend to bring cattle in 40 to 50 at a time on three to five
week intervals to take maximum advantage of the size of the trucks used to
transport the cattle.

The cattle will begin the finishing operation in quieting pens where they spend
approximately two weeks being transitioned from their prior diet to the wet
distillers grains  diet.  After completing the diet transition, the cattle are
moved into the barn, where, on average, they will spend approximately 100 days
being fed the finishing diet.  At the end of the finishing operation, our plans
for this demonstration plant call for the cattle to be sold at auction. As one
group of cattle is sold, another takes its place, as both the finishing
operation and our staggered acquisition scheme are scheduled to take
approximately three to four months, depending on how long the finishing takes.
As a result of using this staggered acquisition scheme, we will not run the
plant at full capacity until approximately four months have  passed from the
plant becoming operational.  As a result the cattle we begin selling during the
fourth month, which will generate our initial revenues, will bear a
disproportionate amount of fixed costs compared to cattle sold beginning in the
eighth month. We believe, however, that at the end of the fourth month, when we
sell the first group of finished cattle, we will be able to prepare pro forma
information that will demonstrate the financial fundamentals of the plant for
purposes of demonstrating cash flows to prospective financiers of future plants.

We plan to add, on average, between 400 and 500 pounds per head during the
finishing operation.  The weight per head when we acquire the cattle will vary,
principally due to the time of year when the cattle are acquired (most calves
are born in the spring and are ready to begin being sold as feeder cattle seven
months to a year later). Generally speaking, the older they are, the more they
weigh. One of our fundamental assumptions is that the plant will have the
potential to break even if we can sell finished cattle at prices per pound that
are less than the prices per pound at which we purchase them. Generally in the
cattle industry feeder cattle sell at a higher price per pound than finished
cattle. The increase in weight during the finishing operation provides the
potential for generating a profit or at least breaking even when selling
finished cattle at a lower price per pound.  For example, assume we purchase a
600 pound animal for $0.90 per pound, or $540, that we finish to 1000 pounds and
sell at $0.85 per pound, or $850.  The $310 difference between our purchase
================================================================================
Page-17-

price and the sale price would have to cover the consumables purchased to
prepare wet distillers grains for the animal and a pro rata share of the plant's
operating costs, including debt service. At this time we do not have financial
data to support the breakeven pricing spread for the plant. Developing this
relationship between the plant's cost structure and tolerable price
differentials will provide critical information for prospective financiers of
future plants.

We expect that as sale prices move close to or exceed purchase prices, the
plant's cattle finishing operation will make a profit.  Cattle prices are
volatile, however, so there is a distinct risk that sale prices for finished
cattle could be below the pricing threshold, resulting in a loss on cattle
finishing. The greater the price spread, the more important ethanol sales become
to the overall profitability of the plant.  Farmers with integrated operations
who grow their own consumables could have greater price flexibility on the
cattle finishing operation if their cost of producing the consumables is less
than the market price for consumables.  We do not plan to have an integrated
operation at the  first  plant, so we will have to pay market prices for our
consumables.

We do not plan to sell the ethanol produced by the first plant during at least
the first two to three months of its operation. We have discussed with a local
owner of a sawmill and trucking company giving them the ethanol for this two-to
three-month period, with a view toward charging them in the future once they
have determined that they can use the ethanol economically without harm to their
equipment.  Once the plant is at full capacity, we project that the plant will
produce approximately 240US gallons of ethanol  per  day, which could be sold at
market prices slightly below the price of the diesel fuel with which it will be
blended. The price of ethanol will vary, usually in tandem with the price of
diesel. Assuming a price of $0.70 per gallon  for  ethanol, monthly sales of
ethanol would be approximately $5,000.

Once we have operated the plant for four months, we believe that the actual
financial results for the finishing operation and ethanol sales will provide us
with a basis to prepare pro forma financial information establishing the
economic feasibility  of the  plant.  By  establishing the economic feasibility
of the plant, we will then be able to implement our business plan, which is
based on identifying third parties who will work with us to construct and
operate their own plants.  If our assumptions prove wrong or we encounter
unforeseen obstacles, our ability to demonstrate the plant's economic
feasibility may be delayed, or, in the worst case, we may not be able to
establish the economic feasibility of the plant and may have to abandon the
business and liquidate the company.

Plan of Operation Assuming Establishment of Facility Feasibility

The discussion in this section assumes that we will succeed both in raising the
approximately $1 million that will be used to place our first plant in service
and in demonstrating the economic feasibility of the plant.  Once these
milestones are achieved, we intend to have others build, own and operate
additional plants, while we earn revenues from a variety of sources related to
the plants.  We plan to earn revenue from:

1.   operating the demonstration facility we build and own;
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.

Once we have established the economic feasibility of our demonstration plant, we
intend to operate it and earn revenue from the sale of cattle and ethanol.
================================================================================
Page-18-

We intend to license our technology and provide our expertise to third parties
that want to construct plants.  We expect to earn a profit and recognize revenue
on the sale of each plant. We plan to charge fees in connection with the sale of
each plant, based on the value to the operator of having us organize and
supervise the construction of the plant and train the operator. We expect the
fees from the sale of the plants to be sufficient to cover all of the operating
costs we will incur in qualifying candidates, training operators, supervising
construction and start-up, etc., until royalties are received.

To date, we have received applications from more than 50 farmers who have
expressed interest in constructing a plant.  We are currently developing a
screening process to select suitable candidates, and we expect to assist them in
obtaining financing for  plant construction. Once we have demonstrated our
demonstration plant's economic feasibility for purposes of obtaining financing
of subsequent plants, we expect to have selected four operators. After operators
have been selected and have qualified for financing, we plan to train them and
assist in constructing the facility.  We anticipate that it will take
approximately six months from the time our plant demonstrates economic viability
to build the second plant and get it operating.

We intend to lease to the operators, on a permanent basis, the separation
column, which is used to distill the ethanol, and the spinner, which is used to
separate the mash from the water after the fermentation process. These two items
are integral parts of the plants, and leasing them is designed to protect the
secrecy of these most vital pieces of the technology. The lease payments will
generate revenue for us and will be payable monthly in amounts yet to be
finalized.

We plan to charge a royalty for the use of the trade secrets and proprietary
information. The royalty, which is expected to be $2500US per month, per plant,
based on the projected benefits of the use of trade secrets to the operator,
will begin when each plant begins operation. Incentives in the form of reduced
royalties may be offered to the first 10 to 20 operators who make early
commitments to purchase plants.

We also expect to charge each operator service fees to cover the cost of ongoing
training, service, technical support, and quality control. We expect these fees
to be in the $150 to $250 per month range.

We expect to enter into contracts with our operators to act as their marketing
arm for the beef and fuel.  We expect this arrangement to generate revenue for
us and give us control over greater  quantities of both products than any
individual operator would have. We believe this arrangement will provide us with
the ability to make  better deals with, and provide more secure delivery to,
distributors and other purchasers. We believe that operators will appreciate
being relieved of these  marketing responsibilities,  particularly if beef sales
at premium prices generate greater revenue for them. We expect revenue for
Hybrid to come from the resale of the fuel and from a portion of any premium
that the Company can obtain from the sale of the beef.

Based on the results of the test trials at the Dalum plant, we believe we will
be able to generate premium prices for the beef because it is hormone free and
because of its high quality and taste.  At the Dalum plant, the purchaser of the
123 heifers agreed to pick up subsequent lots at the plant and pay a premium of
$0.10 per pound for all of the beef that could be produced using our process. We
do not have commitments from any buyers to purchase the beef at premium prices
at this time.

We believe that ultimately the best way to obtain the best premium, is to
control the processing, marketing and distribution of the finished beef. To that
end we continue to search for money to purchase the packing plant known as Blue
Mountain Packers, near Salmon  Arm, B.C. This purchase is not likely to happen

================================================================================
Page-19

before our next fiscal year end, but it remains part of our long term plan.  No
commitment will be made to purchase the packing plant until sufficient money is
committed to pay the purchase price and cover operating expenses until positive
cash flow is achieved.

Within 18 to 24 months of the first plant demonstrating viability, we expect
third parties to have 15 to 20 plants operating.  We expect that many of these
operators will require assistance to obtain financing in order to construct a
plant.  We have had preliminary discussions with CIBC, Scotiabank, Leaseline,
Dominion Leasing and a Swiss broker with connections to several European  "ECO"
funds, all of whom have expressed interest in providing financing for plants. We
have been told that our project should qualify if we can demonstrate the
economic viability of the operation. Once the first plant is operating the plan
is for the Swiss broker to arrange to have the appropriate representatives of
these ECO funds inspect the plant and if it qualifies, to use them as a source
of financing for plant construction, thereby permitting us to expand our
operations.


PART II   Other Information


Item 2.        RECENT SALES OF UNREGISTERED  SECURITIES.

                    Date, title and amount of securities sold

Date                         Title                                    Amount
----                         -----                                    ------
March 27, 2002            Common Stock                             68,700 shares

The 68,700 shares were issued for $5481 cash paid to the Company on March 22,
2002. 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 a private
transaction at the unsolicited request of one existing shareholder of the
Company, who is a sophisticated investor. There was no public solicitation or
offering, no underwriters were involved, and the Company received the entire
proceeds.


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

     *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)   Reports on Form 8-K      None









================================================================================
Page-20-

 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: May 15, 2002

HYBRID FUELS, INC.                  By:    /s/ Clay Larson
                                               Director & CEO

                                           /s/John Morrison.
                                              Director & CFO.

















































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