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

                                FORM 10-KSB

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

                  For The Fiscal Year Ended June 30, 2000

 [ ]   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.
                           ---------------------
        (Name of small business issuer as specified in its charter)

           NEVADA                               88-0384399-152512
   -------------------------------          ------------------------
   (State of incorporation)               (IRS Employer Identification No.)


        #214-2791 HWY 97 N, KELOWNA B.C.,                 V1X 4J8
      ------------------------------------------       --------------
      (Address of Principal Executive Offices)           (Zip Code)


Issuer's Telephone Number (250) 764-0352

Securities registered pursuant to section 12 (b) of the Act: None

Securities registered pursuant to section 12(g) of the Act:  None

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the last 90 days.  Yes [X]  No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.      [X]

The number of shares outstanding of the registrant's common stock as of June
30, 2000 is 16,523,600

Amount of revenue for most recent fiscal year   $0.00

DOCUMENTS INCORPORATED BY REFERENCE
The Articles of Incorporation, Bylaws and a specimen stock certificate are
incorporated by reference in Part III, Item 13.
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                              TABLE OF CONTENTS

PART I...........................................................Page 3

 Item 1.   DESCRIPTION OF BUSINESS...............................Page 3

 Item 2.   DESCRIPTION OF PROPERTY...............................Page 9

 Item 3.   LEGAL PROCEEDINGS.....................................Page 9

 Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...Page 10


PART II .........................................................Page 10

 Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
           RELATED STOCKHOLDER MATTERS...........................Page 10

 Item 6.   MANAGEMENT DISCUSSION AND ANALYSIS OR
           PLAN OF OPERATION.....................................Page 12

 Item 7.   FINANCIAL STATEMENTS..................................Page 19

 Item 8.   CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS..........Page 30


PART III ........................................................Page 30

 Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
           PERSONS...............................................Page 30

 Item 10.  EXECUTIVE  COMPENSATION...............................Page 31

 Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
           OWNERS AND MANAGEMENT.................................Page 32

 Item 12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS....Page 32


 Item 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
           8-K...................................................Page 33











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Page-3-

                                   PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS.

This is the first report required to be filed by the Company since it
became a fully reporting company on April 7th, 2000.  It is late filed
as a result of difficulties the Company has had in obtaining audited
financial statements.

This Form 10-KSB 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-KSB 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-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 that has had no income since
the acquisition of the hybrid fuels technology in June 1998. Until such
time as the Company sells an ethanol plant or otherwise earns revenue,
necessary financing will be obtained from loans or the sale of securities.
If the Company is unable to obtain funds from external sources, it will
not be able to pursue it's program and it is probable that it will be
unable to continue to operate in the long term. It is uncertain as to
when it will develop any significant cash flow.

The technology which is the basis of the Company's intended business is
designed to provide farm scale hybrid fuel production plants to farmers
which integrate the production of an ethanol based hybrid fuel with an
animal finishing operation.

The hybrid fuels technology which the Company acquired in a reverse
takeover in June 1998, has been developed over more than a decade. After
early testing of the various proprietary components in Kelowna, B. C., a
prototype facility was built at Dalem, near Drumheller, Alberta, Canada, in
1994. That facility proved the basic concepts, but was not properly
designed and thus not economically viable and was therefore shut down and
dismantled. Buildings were re-designed, some equipment was modified and
existing technology was adapted to improve some stages of the process.

In 1998, a new plant was constructed near Cardston, Alberta. Before that
plant could begin operating, the farmer sold the land and removed the
buildings and equipment.  Although the plant never operated, much was
learned from the construction. That information has been used to refine the
design which is expected to reduce construction costs and improve operating
efficiency.







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As a consequence of the Cardston plant being dismantled, there are no
prototypes in existence at this time. It is expected to cost less than
$500,000 CDN ($325,000 US) for all anticipated development costs and to
complete construction of the first plant and operate it until it begins to
generate cash flow. Construction will start as soon as money is committed
and is expected to take about two to three months to complete. As it takes
about 100 days to finish the animals, cash flow from the sale of finished
beef is expected to begin 3.5 to 4 months after the plant starts operating.
Although the process is for sale now, the applicants wish to see an operating
plant before committing so revenues from sales are not anticipated until
after the demonstration plant is operating.

The farm operator supplies the feedstock, cattle, straw, electricity,
diesel, surfactants and approximately 2500 to 3000 gallons of water per
day. The operator will need to supply about 38,000 bushels of feedstock
such as barley or corn, per year, which will feed 200 cattle on a
continually rotating  basis. This amount of feed can be produced on about
one section of land or if corn is used, on about half a section of land.

The plant operating process begins with treating the feedstock with a
proprietary process which upgrades it's feed value by breaking down the
internal barriers to digestibility.  The feedstock is then used to make the
ethanol, which removes some of the sugars and carbohydrates and further
improves digestibility, leaving a very high protein mash, called distillers
grain, and liquid, called stillage water. Both are fed to the cattle which
eliminates the cost of drying the grain and transporting it to the animals.
The ethanol is mixed with a small amount of emulsifier and diesel in the
vaporization column to "de-nature" it, so there is no pure ethanol
accessible in the plant.

Typical beef operations produce manure and bedding which are expensive to
dispose of and cause tremendous groundwater contamination. The Company's
technology employs a gasifier, which burns high moisture manure and used
bedding, leaving no residual waste. The heat from the gasifier is used to
heat the grain and water and speed up the fermentation and distillation
process that creates the ethanol.  Excess heat can then be used to supply
heat to other buildings or a greenhouse if desired. The result is a
virtually odor-free disposal of waste that eliminates ground and
groundwater contamination and creates an energy resource that supplies the
majority of the energy needs of the ethanol plant. Because of the small
amount of external energy required to operate these plants, they are called
"Micro Energy Food Factories" or MEFFs.

By burning the manure and bedding straw in the gasifier, the media in which
disease would usually grow is significantly reduced. In most conventional
beef feedlots, antibiotics are fed to the animals to prevent them from
becoming sick, growth hormones and steroids are implanted or fed to
increase weight gains and toxic chemicals are used to kill flies and to
protect the animals from other pests that might interfere with weight
gains. To the extent that the antibiotics, hormones and toxic substances
remain in the meat, they are ingested when consumers eat the end product.





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In the Company's plants, the animals are kept in a warm, dry and clean
environment and toxic chemicals are not required to keep them free of flies
and parasites. The enriched feed produces high conversion rates of
approximately one pound of beef for every seven pounds of grain without the
use of steroids or hormones. Conventional beef finishing operations may use
as much as 16 pounds of grain for every pound of beef, with the use of
hormones or steroids.

The MEFFs are operated manually so that trained people are in contact with
the animals several times a day. Thus, the operator can detect any illness
or disease early, separate any ill animal from the rest of the herd, and
treat it for that specific illness rather than giving a general course of
antibiotics to all the animals as a precautionary measure. As a result,
antibiotics are only used as required on any sick animal.

Each MEFF is designed to run in a balanced state, producing 200 Imperial
(240 US) gallons of ethanol and enough food for 200 cattle per day. The
cattle are started between 750 and 1000 pounds and finished to about 1150
to 1400 pounds.

The synergy and balance between the various components of the process
yields significant benefits for the whole. Every effort is made to use
every resource as beneficially as possible with the view to reducing
pollution and generating the greatest economic benefits from all resources.

The hybrid fuel is an extra revenue source at very low cost to the operator
and is considerably more effective in reducing particulate and nitrogen
oxide emissions from diesel than any other diesel mixture of which the
Company is aware. For example, a diesel/water mix tested by Elf Acquitane
and retired MIT Professor, Keith Johnson, reduces particulate emissions
by 45% and NOx by 15%, compared to the results of Hybrid's mixture which
reduced those emissions by over 62% and 22% respectively. In addition to
reducing pollution this hybrid fuel could possibly extend our known
reserves of fossil fuels.

The Company intends to purchase the resulting chemical mixture from each
plant, and transport it to mixing plants for further mixing of the hybrid
fuel. The plan is to then sell the hybrid fuel to end users and
distributors.

The data regarding the beef referred to in this report and the Form 10 SB
is extrapolated fromthe actual results of test trials at the Dalem facility
in 1994. When the plant was closed, most of the records were destroyed or
lost. In the one test trial we have a record of, kill date September 23, 1994,
123 head of heifers that were very poor range stock, produced finished animals
which averaged excellent weight gains of 3.94 pounds per day, without the use
of hormones, steroids or antibiotics. The extraordinarily high packout grade
was 62% AAA, 34% AA and 4% A. Conversion rate from live weight to carcass
was 2% above the industry average. There was no death loss, no liver damage
and none were condemned. This first lot brought the highest price of the
day at auction and the processing results were so good that the purchaser
offered a premium of $0.10 per pound FOB the plant for all animals that
could be produced using this process. The other trials demonstrated
similar results and the Company therefore sees no reason why operators
could not achieve as good  results if the system is followed,
or better results if good beef cattle are used.
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Weight gains of just under four pounds per day are a significant increase
over the average for the industry, according to the statistics published by
the Illinois FBFM Association.  Their statistics show industry average
weight gain is 3.5 pounds per day, with the use of hormones, steroids and
antibiotics.

In direct discussions with feedlot operators, the Company has been told
that they are happy if they average three pounds per day and most feed
and/or implant hormones, steroids and antibiotics in order to achieve those
gains and prevent animals from dying.

EMPLOYEES

Since his appointment on June 28, 1999, Clay Larson has been the President,
Secretary, the only Director and only employee of the Company. He is
entitled to a salary of $6000.00 per month which is deferred until the
Company has money to pay him. The Company does not intend to hire any
other employees for the immediate future. For the short term, until
resources permit, the majority of services will be supplied by paid
consultants, contractors or commissioned salespeople.

SIGNIFICANT CONSULTANTS

Sir Donald Craig is the individual who is most responsible for the
development of the concepts and invention of much of the equipment or
improvements to the equipment. Mr. Craig is expected to supervise the
building of the first plants, refining the system, and supervise the
preparation of the training and operations manuals. He has agreed to
donate his time without remuneration until the first plant is built,
operating and generating cash flow. Thereafter, he may provide
consulting service as needed at mutually agreeable prices. The
Company intends to pay Mr. Craig's Company related expenses.

SUPPLIERS

The Company is not dependent on a limited number of suppliers as most of
the equipment and materials required for the plants are readily available
in all areas where the Company expects to be operating. The Company plans to
contract for the supply of raw materials, and with independent contractors,
who have a verbal arrangement with the Company, for the manufacture the
columns and separators as necessary, on the basis of an agreed-upon amount
for each item.  These independent contractors work from their own premises
and have the capacity to supply all of the items required by the Company
for the next 12 to 24 months.

The Company intends to  seek quotes from independent contractors to supply
and install the buildings, the flooring materials, pumps, tanks and other
"off-the-shelf" items required for each plant.  As the Company develops a
history of operations and experience with particular sources of supply, the
Company may enter into exclusive supply contracts in the future if it is
advantageous to the Company and its operators. No such arrangements are
being negotiated at this time.




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GOVERNMENTAL REGULATION

Each plant will require some form of government permit in order to operate.
In the United States, the Bureau of Alcohol Firearms and Tobacco is the
appropriate agency and they have verbally indicated to the Company that it
would be able to obtain the appropriate permits. In Canada, the appropriate
agency is Excise Canada which has taken the position that since the plants
produce ethanol, each will require a distillers license.  This would
require the installation of equipment in each plant which would measure the
amount of alcohol.

Unfortunately that equipment will not work because the ethanol is denatured
by the addition of diesel and the emulsifier in the column which means that
it is impossible to detect, access or measure any pure ethanol in the
process. The Company is therefore seeking an exemption for its operations
and has enlisted the assistance of a number of people and politicians
to assist in persuading Excise Canada to issue the necessary exemption.
Until such an exemption is made, the plants may be built without the
ethanol equipment. The operators of these plants would pay lower royalties
until their ethanol equipment was installed. The feedstock enrichment
process would still be used which is expected to produce better than average
weight gains. If there are significant delays in obtaining the desired
exemption, the Company anticipates that it will commence building plants in
the U.S. The prototype plant will have the ethanol making equipment and is
expected to operate with a special permit.

COST AND EFFECTS OF GOVERNMENTAL REGULATION

Governmental regulation will affect the Company most in the areas of
compliance with environmental regulations and those regarding the
production of ethanol.  Each jurisdiction will require the Company to
obtain the appropriate permits to comply with its specific set of
regulations. The Company plans to initially build in those jurisdictions
where the process for obtaining the necessary permits to produce the hybrid
fuel and to operate in accordance with these regulations, are the easiest
and least expensive to comply with. The Company anticipates it will have
little difficulty in complying with environmental regulations as the
process which the Company uses does not create any pollution. In fact,
the Company believes that this is likely solve many of the pollution
problems that are associated with beef finishing operations. The Company
does not anticipate any significant delays in obtaining the necessary
permits for the production of the hybrid fuel in the Province of British
Columbia and in most states of the US.

TARGET MARKET AND ADVERTISING

The Company's target market for the sale of the MEFFs is the farming
communities. The Company intends to advertise its MEFFs in trade journals,
local newspapers, on radio and television programs, and through seminars
and presentations at trade shows.  The Company is also in contact with a
number of government agencies and industry organizations whose role it is
to locate and promote new opportunities for the economic benefit of farmers.




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There appears to be very strong interest in the Company's project from the
farming community. Even though we have not been advertising, to date the
Company has received applications from more than fifty farmers, and we
receive more phone calls each month.

The Company is expecting to have a screening process in place and at least
four candidates approved before the first MEFF is ready to operate. These
individuals will need to qualify for financing in accordance with the
requirements of the particular financial institution. Financing will have
to be committed before the Company would start construction. It is
anticipated that the first operators will be fully trained and qualified
by the time the second MEFF is finished and ready to operate.

COMPETITION

The production of food and fuel are both highly competitive. Giant
companies compete in both markets with significant competitive advantages
that make it difficult for smaller operators to survive and prosper.  Many
competitors of the Company have significantly greater resources and
experience than the Company.  Additionally, competitors of the Company may
have better access to financial and marketing resources superior to those
available to the Company. With the resources and name recognition that
competitors possess, the Company may face severe adversity entering the
markets it is pursuing.  There is no assurance the Company will be able to
overcome the competitive disadvantages it will face as a small, start up
company with limited capital.

The Company is not aware of any competitors who offer farm scale
feedlot-fuel plants, although there are several competitors who produce
ethanol and other fuels on a very large scale basis.

The Hybrid Fuel Market.-Major oil and petroleum companies as well as
alternate energy companies will all be competitors of the Company.  The
Company anticipates that the quality of its hybrid fuel product combined
with the potential of significantly reduced environmental impact in both
producing and using the hybrid fuel may provide a competitive advantage.

The Company intends to market the hybrid fuel to both end users and diesel
fuel distributors encompassing all industries. Initially, the Company
intends to target the trucking and railway industries. 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.  There is research done by others which quantifies the
environmental benefits and safety of a mixture similar to the Company's. 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.








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The Food Market.- The production of beef, pork, poultry and dairy products
has become focused on giant facilities. In these "factories", antibiotics
are used to prevent the animals from becoming sick, growth hormones are
implanted or fed to force weight gains and toxic chemicals are used to kill
flies and to protect the animals from other pests that might interfere with
productivity.

When consumers eat the end product, they ingest the antibiotics, hormones
and toxic substances which remain in the meat. More and more consumers are
becoming concerned about the adverse effects on their immune systems of
this constant barrage of chemicals, antibiotics and growth hormones.
Research has shown direct links between the increasing incidence of a
number of diseases such as cancer and respiratory diseases to the
consumption of meat, dairy products and other foods which contain
antibiotics, hormones and toxic chemicals.

The Company plans to promote the beef as being "organic", free of hormones,
antibiotics and other toxins.  As consumers become more selective about
eating "clean" meat, the Company anticipates capitalizing on these products
being free of these substances. The Company also intends to "brand" the
finished product with a name, trade marks and logos (not yet selected) to
make the product more easily recognizable in order to generate consumer
loyalty and capitalize on brand quality. Other marketing strategies which
the Company intends to consider, in due course, include our own retail
co-op.

Item 2.  DESCRIPTION  OF  PROPERTY

The Company maintains an office at #214-2791 Hwy. 97N, Kelowna, British
Columbia, Canada. The rent on this office is currently being paid by a
related party. The Company also has an office at #302-855 8th Avenue S.W.,
Calgary, Alberta, Canada. This office and its operating expenses are
currently being supplied by shareholders at no cost to the Company. Both
properties are owned by parties that are not related to the Company or
it's Director, or any of it's affiliates.

In addition, the President maintains an office in his home at 740 Westpoint
Court, Kelowna, British Columbia, Canada at no cost to the Company.

Item 3.  LEGAL PROCEEDINGS

No legal proceedings are threatened or pending against the Company or any
of its officers or directors.  Further none of the Company's officers or
directors or affiliates of the Company are parties against the Company or
have any material interest in actions that are adverse to the Company's
interests.

Although the Company is not involved in any legal proceedings, several
issues may eventually lead to the Company instituting legal action to
recover improperly issued shares of the Company and to recover unauthorized
payments. For details of these legal issues that may arise in the future,
see Note 7 to the financial statements.




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

         None.


                                  PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

The Company has authorized capital of 50,000,000 share of common stock with
a par value of $0.001, of which 16,523,600 were issued and outstanding as
at June 30, 2000. For more information regarding the stock, see the
Consolidated Statement of Change of Stockholders Equity and Note 6,
Stockholders Equity, in the Financial Statements.

The Company's common stock is traded in the National Quotation Bureau "Pink
Sheets" under the symbol "HRID."  The following table sets forth the high
and low closing bid prices for the periods indicated, as reported by the
National Quotation Bureau.

                             HIGH           LOW
                             ----           ---
                                    1998
                                    ----
                  3rd Quarter          5.00          1.75
                  4th Quarter          2.00          0.375

                                    1999
                                    ----
                  1st Quarter          3.00          0.875
                  2nd Quarter          2.625         0.875
                  3rd Quarter          2.00          0.50
                  4th Quarter          0.75          0.125

                                    2000
                                    ----
                  1st Quarter          3.00          0.50
                  2nd Quarter          1.875         0.50

The Company has never paid cash dividends.  The Director of the Company
currently anticipates that it will retain all available funds for use in
the operation of the business and does not anticipate paying any cash
dividends in the foreseeable future.












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RECENT  SALES  OF  UNREGISTERED  SECURITIES.

     1.   Date,  title  and  amount  of  securities  sold


           Date                     Title                 Amount
           ----                     -----                 ------
       May 29, 1998            Common Stock          12,000,000 shares
       August 4, 1998          Common Stock          1,000,000 shares
       September 10, 1998      Common Stock          2,400 shares
       November 24, 1998       Common Stock          21,200 shares
       March 23, 1999          Common Stock          900,000 shares
       September 7, 1999       Common Stock          5,000 shares
       October 8, 1999         Common Stock          15,000 shares
       January 3, 2000         Common Stock          29,050 shares
       February 7, 2000        Common Stock          22,730 shares
       March 17, 2000          Common Stock          13,040 shares
       June 29, 2000           Common Stock          53,400 shares

1. The May 29, 1998 issuance was an exchange of shares whereby the Company
acquired Hybrid Fuels, U.S.A., Inc. and Hybrid Fuels (Canada)Inc.

2. The August 4, 1998 and March 23, 1999 issuances are contested by the
Company as the shares were issued without consideration.  The Sole
Director passed resolutions and the transfer agent canceled the shares.

3. The September 10, 1998 issuance was for cash of $3,600.00 upon which no
commissions were paid. The November 24, 1998 issuance was for cash of
$10,000.00 upon which no commissions were paid. These shares were issued
by the former President. It is believed that they were sold to accredited
investors, however the Company has no documentary evidence of that.

4. The March 23, 1999 issuance is contested by the Company as the Shares were
issued without consideration. The Director passed a resolution and the
transfer agent cancelled the shares.

5. The shares issued September 7, 1999, October 8, 1999, January 3, 2000,
February 7, 2000, March 17, 2000, and June 29, 2000 were all made in
consideration of shareholders not exercising their right of rescission.
arising from an Offering Memorandum issued by the previous Board of
Directors that contained information that the present Director assessed
as inaccurate and requiring a rescission offer. As the Company had no funds
to complete a rescission, the Company offered restricted stock in lieu of
such an offer, and these individuals accepted that offer. The Company
relied upon Section 4(2) of the Securities Act of 1933 to effect the
issuance of all shares. All shares were issued in an isolated private
transaction to "sophisticated" investors, not involving any public
solicitation or offering, with no underwriters involved.

As of June 30, 2000 there were 253 shareholders of record of the Company's
common stock, holding 16,523,600 shares.





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By an Offering Memorandum dated October 18, 1999, the Company, offered to
sell shares at $0.65 or such other price as the Director may determine to
raise up to $975,000. The Offering began in November 1999. Before the Form
10SB filed February 4, 2000 became effective, the Company completed the
offering of its common stock pursuant to Regulation D, Rule 504.

On February 17, 2000, the Company agreed to sell 1,500,000 shares to Great
White North Inc., for $150,000. On the same day, the Company accepted a
second offer to sell 1,500,000 shares to Mido Investments Inc., for
$150,000 on the basis of a promissory note payable in 60 days.  On February
18, 2000, the Company accepted a third offer to sell 1,500,000 shares to BA
Nightclubs International Inc., for $150,000 on the basis of a promissory
note payable in 60 days.  Each offer was subject to the purchaser receiving
and reviewing the comments from the SEC with respect to the filed Form 10-SB.
Each purchaser was an accredited investor, resident in Colorado.

Comments were received on April 14, 2000 and delivered to the purchasers.
On June 21, 2000, the Company received $150,000 from Great White North
Inc., in return for 1,500,000 shares, in accordance with that agreement.
Mido Investments Inc., and BA Nightclubs International Inc., were granted
several extensions of time to pay, at their request. On February 6, 2001
when they had still not paid, the Company demanded they pay the balance by
February 21st, 2001, and when they failed to do so, the Company contacted
the Transfer Agent and requested that the 3,000,000 shares be cancelled.
Should the Company need further funds, it is likely the Company will sell
additional shares of its common stock.

The Company negotiated a further verbal commitment for a further $550,000
US which is to be completed under Rule 506 as soon as possible after the
Company is re-listed on the OTC BB or other suitable exchange.


Item 6.   MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


PLAN OF OPERATION

The twin themes which underlie our proposed business are conservation and
farming. Sir Donald Craig, the man most responsible for the development of
the hybrid process, has long been dedicated to these two themes.  He was
born in Morden, Manitoba were farming was a way of life and his first
degree after high school was in Agricultural Engineering.  He wrote his
doctoral thesis on conservation of the rainforest and developed a process
for re-refining used motor oil as a conservation measure.

Concerns about the declining number of family farms and fossil fuel
reserves along with threats of global warming, led Sir Donald to develop a
process that would return the family farm to profitability, improve the
quality of food produced using renewable resources, conserve non-renewable
resources and reduce pollution.






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Page-13-

Management believes strongly in the importance and efficacy of this
business. As we look to the future, we have a wonderful opportunity to help
achieve Sir Donald's original objectives while successfully commercializing
the hybrid process.

We have the opportunity to be proactive in reducing pollution and reliance
on fossil fuels.  We can act to protect our water supplies from
cryptosporidium and e-coli from ground contamination and MTBE from
gasoline.  We have the opportunity to produce cleaner food, re-mineralize
our soils, and reduce some of the cause behind the increase in antibiotic
resistant "super bugs" and auto-immune diseases.

At the moment, the economy in North America is showing signs of slowing
down. High gas prices and energy shortages which increase costs and
reduce productivity are partly responsible.  By building MEFFs, the Company
can produce cleaner food and a supply of ethanol which will help to
alleviate high energy prices and shortages plus reduce air, ground and
groundwater pollution.

In the second quarter of 2000, Hybrid found a non-operating packing plant
that was within a two-hour drive of our head office. Although the plant is
less than 20 years old, and had been remodeled with new equipment added
in the late 1980s, it was shut down in 1996 as a result of the owners
selling part of their business and the plant being surplus to the
purchasers needs because of its relatively small size and location.

This plant seemed to perfectly fit our intended long term program because
of its size and the fact that it meets EU specifications necessary to
process beef for shipment to Europe and the Far East. It had the additional
advantage that it would be able to start processing meat and generating
cash flow as soon as it could be certified. It could be used to process
beef for both domestic and off-shore markets from the MEFFs once they start
producing and that would give the Company control over processing quality,
allow the production of value added products plus expected reductions in
processing costs, which could all help to produce maximum return from the
finished beef.

Doug Hayward, who has over 25 years in the meat business and had been the
plant manager before it was shut down, was available and has the expertise
to start the plant and manage it.  He was willing to assume the
responsibilities of getting the plant certified and operating, and the
Company needed someone with his personality, qualifications and
experience, before it could contemplate taking on such an operation.

The Company negotiated an agreement to take possession of the plant, and
get it operating and certified by the Canadian Food Inspection Agency
(CFIA). The purchase price was $3,000,000, CDN, ($1,950,000 US) and the
plant was appraised at $4,995,000 CDN ($3,250,000 US) in 1996, on a
replacement cost basis.







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

Page-14-

Financing for the purchase was projected to come from traditional lenders,
and to be secured by mortgage on the property. Before entering into this
agreement, we obtained "expressions of interest" from two financial
institutions that were conditional on the operation being able to develop
strong, positive cash flow by the end of the year.

A deposit of $250,000 CDN, was paid and it forms part of the purchase price.
The agreement, which allows the Company to operate the plant before the
balance of the purchase price was to be paid, calls for a further $150,000
deposit before we start operating.  That operating period was necessary in
order to demonstrate cash flow from the operation as a prerequisite to the
financial institutions advancing the money to pay the balance of the purchase
price.

The Company projected its cash flow requirements based on purchasing the
packing plant and not. After researching the markets for our high quality,
hormone free beef, the Issuer anticipated it could generate sufficient cash
flow from operating the plant to service the debt financing needed to
purchase it. The Company projected that it would take three to six months
of operations to generate sufficient cash flow from the sale of purchased
and processed beef to local and European markets to satisfy the financing
requirements.

Relying on written commitments of equity financing from investors, the
Company made a deposit on the packing plant on June 29, 2000. For financing
reasons, a new company, Blue Mountain Packers LTD., was incorporated,
to operate the packing plant. It is intended that Hybrid will acquire
all of the shares of Blue Mountain Packers LTD., for a nominal amount
and operate it as a wholly owned subsidiary. Hybrid anticipated that
between July and September, 2000, it would need to advance between
$150,000 and $200,000 CDN, ($100,000 to $130,000 US) to Blue Mountain
to pay start-up costs.

The Company projected using part of the $300,000 US of equity financing to
certify the packing plant and get it operating by the end of September.
Barring large, unforeseen expenses, that money was projected to be sufficient
to keep operating until positive cash flow was achieved. The purchase
agreement provided for us to withdraw if, once we took possession, it
appeared that the costs required to start up the plant were likely to be
higher than expected.

Sufficient cash flow to service the purchase loan was projected to come
from custom processing plus the processing of our own hormone free beef.
The Company confirmed adequate supplies of both from an Alberta group
that has bison for us to process and hormone free beef that the packing
plant can purchase, process and market in North America and Europe. Our
calculations indicate that would provide sufficient positive cash flow for
the packing plant until we produce our own supply from our own MEFFs.








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

Page-15-

Our research shows that there is a strong, lucrative market for hormone
free beef in Europe. The packing plant meets EU specifications and CFIA has
advised us they can see no reason why we would not receive the appropriate
certification. The Company also has contacts with highly placed officers
of two of the larger Swiss meat distributing companies and they have
expressed strong interest in Canadian hormone free beef. The net return
from this market is projected to be considerably higher than from
North American markets.

Other good markets where the Company has good contacts include the cruise
ship industry and a group that manages high-end restaurants.

Our research further indicates that the market for good-quality, hormone
free beef is not being filled at present even though consumers are prepared
to pay premium prices for it. Specialty shops that wish to market this beef
find it difficult to obtain sufficient supplies of the quality their
customers are prepared to pay for.  Restaurants that wish to offer specialty
items of hormone free beef on their menus have difficulty obtaining an
assured supply of the quality and quantity they require. The Company
anticipates that it can succeed financially by having the MEFFs produce
this beef. Blue Mountain Packers LTD would purchase the beef, process and
market it at premium prices to all of the markets described above.  It is
anticipated that Blue Mountain Packers LTD would operate successfully and
profitably as a wholly owned subsidiary of the Company.

If we are unable to arrange the financing to purchase the packing plant on
our own, we intend to seek a strategic alliance or joint venture partner or
partners, who have processing needs and would strengthen the financial base
to satisfy lenders.  Such "partners" may be offered shares in Blue Mountain
Packers LTD.  No such negotiations are being conducted at the moment, nor are
expected in the immediate future.

The Company believes it is necessary to get on with our program and begin
building MEFFs and producing our own hormone free beef as soon as possible,
whether or not we operate the packing plant.  As such, the Company is seeking
debt financing from a private source to allow us to construct our first MEFF.
The Company is in the process of negotiating a loan for $500,000 CDN to
cover all construction and start-up costs, plus a reserve to cover operating
costs until the MEFF begins generating cash flow. This is projected to be
approximately six to eight months from the start of construction. This plant
will be built near Kelowna, B.C., Canada, and is intended to be a Company
owned and operated demonstration, training and research facility. The lender
is expected to be given mortgage security on the plant. Construction is
expected to begin as soon as a written commitment outlining the funding
conditions is signed by both parties.











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

Page-16-

As a result of ongoing research, the Company has been advised to eliminate
the training and construction management fees. Instead, each MEFF will be
sold at a profit which is projected to be sufficient to cover all of the
training, construction, and general overhead expenses until each MEFF
begins paying royalties. In addition, the column and spinner, which are the
most sensitive pieces of the proprietary equipment, will be leased to the
operator for a lease payment based on their value. This lease payment has not
yet been set. In addition, ongoing monthly service fees will be established
in the $150 to $250 per month range to cover the costs of the ongoing
service and training.

The Company has investigated sources that would provide financing to the
operators for the construction of the MEFFs, in order to be able to build
as quickly as possible once operators are approved for training. One source
are the European ecological funds, which finance projects that have a positive
environmental impact. They wish to see the first MEFF once it is operating and
assuming that it performs as expected, they have expressed strong interest in
financing the construction of the MEFFs. The Company anticipates that the MEFFs
will meet the "eco" fund requirements and they will agree to provide
financing for the operators who meet their qualifications.

In addition to the "eco" funds, two large West Coast leasing companies have
expressed  strong interest in providing financing for the operators of MEFFs
who meet their requirements. No commitments for construction of MEFFs will
be made until financing is committed.

Projecting short and long-term liquidity requirements for Hybrid is extremely
difficult, largely because we have no operating history.  In many cases it has
been necessary to make projections regarding such things as building times and
costs relying on estimates made by others. These projections are best estimates
with contingencies built in. Such forward-looking projections are inherently
inaccurate and placing undue reliance on them is inherently dangerous as actual
results may differ substantially from these projections.

As of June 30, 2000, the Company had received $150,000 U.S. from the sale of
shares.  A further $31,000 CDN was borrowed from a related party to provide
sufficient funds to make the $250,000 CDN deposit on the packing plant. Of the
$300,000 US ($450,000 CDN) yet to be received from the equity financing,
$150,000 to $200,000 CDN was expected to be loaned to Blue Mountain Packers
LTD to get the packing plant certified and operating, which was projected to
take 3 to 4 months. The balance of that money, $250,000 to $300,000 CDN, was
projected to be sufficient to meet liquidity needs until the packing plant was
generating positive cash flow which was projected to take three to six months
after processing began.

The commitment from investors to provide the further $550,000 US in equity
financing was expected to give us adequate reserves in the event that it took
longer than projected to achieve positive cash flow from the packing plant
and/or the MEFFs.







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

Page-17-

For the longer term, approximately 10 MEFFs paying royalties are projected
to produce sufficient revenue to cover liquidity needs to cover all general
overhead and operating expenses and produce an operating surplus.
Projections indicate that it will take less than a year to achieve that
number of operating plants.

In the meantime, operating expenses will be kept to a minimum and no
construction will commence until funding is committed. It is anticipated
that related parties will continue to pay operating expenses until such
time as funds are received, but no commitment can be made.  If more money
is required in the next twelve months, the Company anticipates selling
more stock to raise cash.

RESEARCH AND DEVELOPMENT

Since 1998, the Company has spent $8,000 on research and development. The
majority of funds were spent on perfecting the formula for the emulsifier.
The balance of the funds were spent on testing at the British Columbia
Institute of Technology to quantify the effects of the use of the hybrid
fuel in an unaltered diesel engine.

During the next twelve months, the Company anticipates expending $50,000
on research and development with respect to the following:

1. Researching the long-term use of the hybrid fuel, particularly in extreme
temperatures; plus testing and refinement to obtain the optimum hybrid fuel
mixture.

With respect to further testing of the hybrid fuel, the Company has had
preliminary discussions with manufacturers of diesel engines and several
companies that operate large fleets of diesel powered equipment. Several have
expressed strong interest in using the fuel in their operations and
providing testing and evaluation services at no charge or significantly
reduced prices. As of this date, no contracts have been entered into.

The Company is also investigating the possibility of applying for grants from
various government agencies for support in further testing of the hybrid
fuel.

2. Researching efficiencies in plant construction and operation;

3. Research of training methods and development of training and operations
manuals.













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

Page-18-

TRENDS THAT MAY EFFECT THE COMPANY'S BUSINESS

The Company has identified the following trends as potentially having an
impact on the business of the Company.

Trend toward supporting businesses which have a positive environmental
impact. The Company seeks to take advantage of this trend by providing
technology that produces a hybrid fuel which reduces diesel engine
emissions.  In addition, the animal finishing operation will be promoted as
having an environmentally positive impact in that it produces no
groundwater pollution and virtually no odor.


Over the last three decades, there has been a trend toward reducing
consumption of meat generally and beef in particular.  Continuation of this
trend could have an adverse effect on the Company. However, in January 2000,
Successful Farming Online reported the first increase in consumer spending
on beef since the early 1970s.  This was an increase of 4%.  This report
further says that consumers will pay more for beef that is guaranteed good
quality. This, and a trend toward consuming healthier foods, is expected to
operate to the advantage of the Company.

Management is of the view that if overall beef consumption declines, it
should have little or no adverse effect on the Company's business as the
MEFFs are expected to produce exceptional quality beef which we anticipate
marketing as guaranteed quality beef which is hormone and antibiotic free.

Trend towards significantly increased gas prices.  Within North America,
there is a trend towards significantly increased gas prices, which the
majority of commentators seem to believe will continue. One of the
responses to this trend has been the announcement by President Clinton of
research programs to triple the use of ethanol during the next ten years.
The Company believes that this initiative creates a more favorable climate
for the expansion of the Company's business.

The United States and Canada are signatories to the Kyoto Emission
Standards Agreement which requires them to adhere to the Kyoto Protocol
commitments to reduce pollution by the year 2010. In addition, many states,
such as California, have or are considering legislation to eliminate the
use of MTBE as an octane enhancer and "clean air" additive. This should
work to the advantage of the Company, as ethanol is the additive of choice
to replace MTBE. Also, the Company plans to produce ethanol relatively
inexpensively, and the proprietary emulsifier allows the mixing of wet
ethanol and diesel which reduces emissions, without incurring drying costs.
There is a risk that there will be no market for the hybrid diesel fuel.
However, the ethanol should still be valuable for use in other products
such as windshield washer fluid or gasohol.

Trend of governments and health regulators to mandate environmental
clean-ups and reduce pollution. In California and other states, local
authorities are implementing stricter environmental clean-up requirements,





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

Page-19-

in particular tighter restrictions on the handling of dairy waste which has
been found to contaminate ground water. The Santa Ana Regional Water
Quality Control Board, which enforces state and federal water quality
standards in the Santa Ana River watershed, recently mandated dairy farmers
remove stockpiled manure and established a new 180 day limit for new manure
to be cleared from the dairies. The Company's gasifier technology and the
fuel-feed lot facilities may provide answers to this type of regulation.

During the last two years the Company has spent zero dollars on compliance
with environmental regulations. The Company believes that the impact of the
cost and effects of the Company's compliance with environmental laws should
be minimal in the future as the Company's process is believed to be
environmentally friendly.

It must also be noted, that beef prices are especially volatile as a result
of the "mad cow" scare sweeping Europe.  The result is that beef prices
generally are expected to rise in the short term even though demand is likely
to decline.  In addition, with fuel prices as high as they are and expected
to go higher, the price of ethanol is also expected to increase. Both of
these trends should work to the advantage of the operators and the Company.

As of June 30, 2000, the Company had:
1.  Outstanding liabilities in the amount of $241,291, which include deferred
salary of $108,000 owed to the President;
2.  Committed $100,000 to $130,000 for renovation and certification of the
packing plant during the next twelve months. Further capital commitments will
only be made when funding has been committed.





























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

Page-20

ITEM  7.  FINANCIAL STATEMENTS

Hybrid Fuels Inc.

Index to Consolidated Financial Statements Contents

                                               Page
Report of Independent Auditors...................21
Consolidated Balance Sheets......................22
Consolidated Statements of Operations............23
Consolidated Statements of Cash Flows............24
Consolidated Statements of Stockholders' Equity..25
Notes to Consolidated Financial Statements.......26











































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

Page-21-

INDEPENDENT AUDITORS' REPORT
------------------------------------------------------------------------------
To the Stockholders and Directors of Hybrid Fuels, Inc.
(formerly Polo Equities, Inc.)
(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Hybrid
Fuels, Inc. (formerly Polo Equities, Inc.) (A Development Stage Company) as
of June 30, 2000 and 1999 and the related statements of operations,
stockholders' equity and cash flows accumulated for the period from
February 16, 1960 (Date of Inception) to June 30, 2000 and the years ended
June 30, 2000 and 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, except for the effects of such adjustments, if any, as
might have been determined to be necessary had we been able to examine
evidence regarding payments to former directors during fiscal 1998 and
1999, as further explained in Note 7 to the consolidated financial
statements, the aforementioned consolidated financial statements present
fairly, in all material respects, the financial position of Hybrid Fuels,
Inc. (A Development Stage Company), as of June 30, 2000 and 1999, and the
results of its operations and its cash flows accumulated for the period
from February 16, 1960 (Date of Inception) to June 30, 2000 and the years
ended June 30, 2000 and 1999 in conformity with generally accepted
accounting principles used in the United States.

The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note
1 to the consolidated financial statements, the Company has not generated
any revenues and has conducted operations at a loss since inception. These
factors raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are also
discussed in Note 1. These consolidated financial statements do not include
any adjustments that might result from the outcome of these uncertainties.

MANNING ELLIOTT
CHARTERED ACCOUNTANTS
Vancouver, Canada
April 17, 2001






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

Page-22-

Hybrid Fuels, Inc.
(formerly Polo Equities, Inc.)
(A Development Stage Company)
Consolidated Balance Sheets
-----------------------------------------------------------------------------
                                        June 30, 2000  June 30, 1999
                                        ------------- -------------
                                               $            $
ASSETS
Current Assets
Cash                                          485            -
Other Asset
Deposit on Plant (Note 3)                 170,561            -
                                         ------------------------------
                                          171,046            -
                                         ------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable
                                            3,111            -
Shareholder loan payable (Note 4(a))      163,748          139,410
Amounts owing to a Director (Note 4(b))    74,432            -
                                         -------------------------------
                                          241,291          139,410
                                         -------------------------------
Temporary Equity and
Redeemable Shares (Note 5(d))             223,000          223,000
                                         -------------------------------
Stockholders' Equity (Deficit)

Common Stock: $0.001 par value;
50,000,000 shares authorized
16,523,600 and 16,923,600
shares are issued and
outstanding respectively
(Note 5(b), (c) and (d))                   16,524           16,924

Additional Paid-in Capital                165,474           15,074


Deficit Accumulated During
the Development Stage                    (475,243)        (394,408)
                                       ------------------------------
                                         (293,245)        (362,410)
                                       ------------------------------
                                          171,046             -

Nature of Operations and Continuance of Business (Note 1)

(See Accompanying Notes to the Consolidated Financial Statements)






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

Page-23-

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

                     Accumulated from
                     February 26, 1960
                     (Date of Inception)      June 30,       June 30,
                      to June 30, 2000         2000            1999
                              $                  $               $
                    ------------------------------------------------------
Revenue

General and Administrative Expenses
--------------------------------------------------------------------------

Disputed compensation
(Note 6(b))                 243,463             -            187,706
Executive compensation
(Note 4(b))                  72,000           72,000            -
Filing and regulatory
fees                          7,607            2,607            -
General and
administration               54,252            1,321          23,090
Professional fees            47,449              508          39,482
Rent and telephone           31,871            3,183          25,151
Travel and promotion         10,601            1,216           3,948
                         ---------------------------------------------
                            467,243           80,835         279,377

Research and Development Expenses

Consulting and research       8,000             -              3,000

                         ---------------------------------------------
Net Loss                   (475,243)         (80,835)       (282,377)
                         ---------------------------------------------
Net Loss Per Share                            (.006)          (.014)
                        ----------------------------------------------
Weighted Average Shares Outstanding        14,609,000     15,015,000


(See Accompanying Notes to the Consolidated Financial Statements)













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

Page-24-

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

                                Accumulated from
                                February 26, 1960   Years ended
                                (Date of Inception) June 30,  June 30,
                                to June 30, 2000      2000      1999
                                      $                $           $
                               -----------------------------------------
Cash Flows To Operating Activities
Net loss                           (475,243)        (80,835)   (282,377)
Non-cash items
Shares issued for services           12,000             -         -
Other adjustment                       (502)            -         -
Adjustment to reconcile net
loss to cash
Accounts payable and accrued
liabilities                           3,112           3,111       -
Net Cash Used In Operating
Activities                         (460,633)        (77,724)   (282,377)
Cash Flows To Investing Activities
Note receivable and deposit
on plant                           (170,561)        (170,561)     -
Net Cash Used By Investing
Activities                         (170,561)        (170,561)     -
Cash Flows From Financing Activities
Amounts owing to a Director           74,432          74,432       -
Shareholder loans payable            163,747          24,338    (11,200)
Temporary equity and redeemable
shares                               223,000             -       223,000
Issuance of common stock             170,500         150,000      13,600
Net Cash Provided By Financing
Activities                           631,679         248,770     225,400
Net Increase (Decrease) in Cash          485             485    (56,977)
Cash - Beginning of Period              -               -        56,977
Cash - End of Period                     485             485       -
Non-Cash Financing Activities
A total of 12,000,000 common shares
were issued for services in 1993      12,000             -         -
Supplemental Disclosures
Interest paid in cash                   -                -         -
Taxes paid in cash                      -                -         -

(See Accompanying Notes to the Consolidated Financial Statements)










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

Page-25-

Hybrid Fuels, Inc.
(formerly Polo Equities, Inc.)
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders' Equity

                        # of                  Additional Deficit      Total
                       Shares                 Paid-in    Accumulated
                       Issued           Par   Captial    During the
                       and Outstanding  Value            Development
                                                         Stage
                                          $      $          $           $
                      -------------------------------------------------------
Cumulative from February 16, 1960 (Date of Inception) to June 30, 1997
                         15,000,000     15,000  3,398      (18,398)      -
-----------------------------------------------------------------------------
Shares returned to treasury for cancellation
(Note 5(a))             (12,000,000)  (12,000) 12,000       -          -
-----------------------------------------------------------------------------
Shares issued to effect a reverse merger
(Note 5(a))             12,000,000     12,000  (12,000)     -          -
-----------------------------------------------------------------------------
Net loss for the year       -            -        -       (93,633) (93,633)
-----------------------------------------------------------------------------
Balance at June 30, 1998
                        15,000,000     15,000     3,398  (112,031)  (93,633)
-----------------------------------------------------------------------------
Issuance of 1,900,000 shares
(Note 5(b))              1,900,000      1,900     (1,900)     -         -
-----------------------------------------------------------------------------
Issuance of shares for cash
                             23,600         24     13,576      -      13,600
-----------------------------------------------------------------------------
Net loss for the year                                     (282,377) (282,377)
-----------------------------------------------------------------------------
Balance at June 30, 1999
                        16,923,600     16,924     15,074  (394,408) (362,410)
-----------------------------------------------------------------------------
Cancellation of shares previously issued
(Note 5(b))             (1,900,000)    (1,900)     1,900       -        -
-----------------------------------------------------------------------------
Issuance of shares pursuant to subscription agreements
(Note 5(c))              3,000,000      3,000    297,000       -     300,000
-----------------------------------------------------------------------------
Less subscription receivable
(Note 5(c))             (1,500,000)    (1,500)  (148,500)      -    (150,000)
-----------------------------------------------------------------------------
Net loss for the year                                      (80,835) (80,835)
-----------------------------------------------------------------------------
Balance at June 30, 2000
                         16,523,600    16,524    165,474  (475,243) (293,245)
-----------------------------------------------------------------------------
As at June 30, 2000 an additional 3,211,020 shares were issued but not
outstanding as 3,000,000 shares are to be returned for cancellation (Note
5(c)) and 211,020 were issued with rescission rights attached (Note 5(d)).

(See Accompanying Notes to the Consolidated Financial Statements)
=============================================================================

Page-26-

Notes to the Consolidated 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. 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. 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.

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. One proprietary technology
permits the conversion of straw or other low-grade cellulositics to a high
grade food, with a food value equal to high-grade oats. Other proprietary
technology involves the design 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.





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

Page-27-

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 currently has plans to raise working capital through
an equity financing.

2.   Summary of Significant Accounting Policies
(a) Consolidated Financial Statements These consolidated financial statements
represent the consolidation of the Company both 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.

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 has agreed to purchase the beef processing
plant facility including land, buildings and equipment for Cnd$3,000,000
which is 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.

4.   Note Receivable
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 and passed the
funds to Blue Mountain Packers Ltd., which executed a note payable for the
same terms. On January 5, 2001, a further Cnd$35,000 (US$22,050) was loaned
without interest or fixed terms of repayment. A total of $4,919 of plant
refurbishing expenses were paid on behalf of Blue Mountain. These notes and
advances, totaling $60,607 were written-off on March 15, 2001 when the
option agreement was terminated. These funds were used by Blue Mountain
Packers Ltd. to refurbish the plant.




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

Page-28-

5.   Related Party Transactions/Balances
(a) Cash loans of $498,402 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 $31,937 on
behalf of the Company. The balance of $163,748 is currently owing without
interest or specific repayment terms.


(b) The President and Director of the Company, has paid office and related
expenses from personal funds in the amount of $2,432. Effective July 1,
1999 the President is entitled to a deferred salary of US$6,000 per month
and was owed a total of $72,000 at June 30, 2000. These amounts are
unsecured, non-interest bearing and due on demand.

(c) See Note 3 and Note 4 for transactions with Blue Mountain Packers Ltd.

6.   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. 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, 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. 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.









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

Page-29-

6.   Stockholders' Equity (con't)

(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 . 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 Company has requested these shares be
returned for cancellation. The notes are disclosed as a reduction of
shareholders' equity.

(d) Between October 1998 and June 1999, the previous administration sold
common stock 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, 21
subscribers, have, pursuant to this offer received 211,020 shares,
representing $138,000. Two other subscribers, each representing 13,400
shares and $10,000, have requested shares that have not yet been issued. 11
subscribers, who paid $65,000 for 123,300 shares, have not responded to the
offer.

(e) On January 5, 2001, the Company received Cnd$48,000 (US$30,240) from a
non-related company. The Company has agreed to issue 158,400 restricted
common shares subject to board resolution.

7.   Subsequent Events
(a) On January 5, 2001, the Company received Cnd$48,000 (US$30,240) from a
non-related company. The Company has agreed to issue 158,400 restricted common
shares subject to board resolution.

(b) A further $32,357 loan was received from the major shareholder.

(c) See Note 4 for note and advances written-off.

(d)	See Note 3 for the forfeiture of the deposit on plant.








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

Page-30-

ITEM  8.  CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS

On December 2, 1999, the Company engaged James E. Slayton, CPA as its
independent accountant. The decision to engage James E. Slayton, CPA as the
Company's independent accountant was approved by the Company's President
and Director.

In a report dated May 20, 1998, Orton & Company, Certified Public
Accountants, reported on the Company's financial statements as of April 30,
1998 and June 30, 1997 and the related statements of operations,
stockholders' equity (deficit), and cash flows for the period from July 1,
1997 through  April 30, 1998 and for the year ended June 30, 1997.  Such
report did not contain an adverse opinion or disclaimer of opinion, nor was
such report  qualified or modified as to uncertainty, audit scope, or
accounting  principles.  Orton & Company, Certified Public Accounts,
understands that they were terminated as the Company's independent
accountants effective mid 1998.  Thereafter, the Company engaged James E.
Slayton, CPA as its independent accountants on December 2, 1999.

During the Company's two fiscal years ended June 30, 1998 and 1997, and the
subsequent interim period preceding the decision to engage independent
accountants, there were no "reportable events" requiring disclosure
pursuant to Item 304 of Regulation S-B.

Orton & Company, Certified Public Accountants, has provided the Company
with a letter pursuant to Rule 304 of Regulation S-B.


                                  PART III

ITEM  9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The following table sets forth as of June 30, 2000, the name, age, and
position of each executive officer and director and the term of office of
each director of the Corporation.

NAME          AGE   POSITION                    DIRECTOR OR OFFICER SINCE

Clay Larson   59    President, Secretary        June 28, 1999
                    and Director

Information about Clay Larson.

Prior to becoming a Director and President, Mr. Larson was a practicing
lawyer for 25 years. Prior to leaving the profession in February 1997, he
was the senior and managing partner in the law firm. He has extensive
business experience involving dealing with government agencies, financial
institutions, client services, personnel, computer equipment and operating
systems.  After leaving the practice of law, he worked as a business
consultant, leaving that to become President and Director of the Company.
Mr. Larson has no other directorships in any reporting companies.

All officers hold their positions at the will of the Board of Directors.
All directors hold their positions for one year or until their successors
are elected and qualified.

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

Page-31-

ITEM  10.  EXECUTIVE  COMPENSATION.

Mr. Larson, the Company's sole officer and director, began accruing salary
in the amount of $6,000 per month as of July 1, 1999, which is being
deferred until such time as the Company has adequate funds to pay
compensation. At the present time, the Company does not have any other
compensation agreements or plans with the officer and director of the
Company.  The Company does intend to enter such an agreement in the future.

The Company intends to appoint not less than two nor more than five new
directors who will be remunerated in accordance with their responsibilities
with the Company. At year end, no prospective directors had been
identified. At such time as new directors and/or officers are appointed,
the Company will adopt a compensation plan which will likely include stock
options and performance incentives which may be tied to gross sales,
increase in sales, gross revenues, increase in gross revenues and
profitability.



                         SUMMARY COMPENSATION TABLE
               Annual compensation               Long term compensation
-------------------------------------------------------------------------------
                              Other   Restricted Securities   LTIP    All
                              Annual    stock    underlying   payouts other
Name &      Year Salary Bonus Compen-   awards   options/SARs  ($)    Compen-
Principal   ($)  ($)          sation($)  ($)        (#)               sation
Position
-------------------------------------------------------------------------------
Clay Larson 2000 72,000 -0-    -0-      -0-         -0-        -0-     -0-
President,  1999 36,000 -0-    -0-      -0-         -0-        -0-     -0-
Secretary,
Treasurer
-------------------------------------------------------------------------------
Iris McCammon1999 -0-   -0-    -0-      -0-         -0-        -0- 112,935.91(1)
President   1998  -0-   -0-    -0-      -0-         -0-        -0- 41,267.91(1)
--------------------------------------------------------------------------------
Ronald Bothers 1999-0-  -0-    -0-      -0-         -0-        -0-     -0-
Secretary   1998  -0-   -0-    -0-      -0-         -0-        -0-     -0-
Treasurer
-------------------------------------------------------------------------------
Justeene    1997  -0-   -0-    -0-      -0-         -0-        -0-     -0-
Blankenship, President
-------------------------------------------------------------------------------
Danni Uyeda 1997  -0-   -0-    -0-      -0-         -0-        -0-     -0-
Secretary
-------------------------------------------------------------------------------
Shane Duffin 1997  -0-   -0-    -0-     -0-         -0-        -0-     -0-
Treasurer
-------------------------------------------------------------------------------
(1) The amounts shown under other compensation for Iris McCammon are the
subject of an investigation by the Company as these amounts were improperly
paid.  See details under "Legal Proceedings."



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

Page-32-

There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Compensation set out above which would in any way result in payments to any
such person upon termination of their employment with the company or its
subsidiaries, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.


ITEM  11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT;

CHANGES IN CONTROL

The following table sets forth as of June 30, 2000, the name and the number
of shares of the Registrant's Common Stock, par value $.001 per share, held
of record or beneficially by each person who held of record, or was known
by the Registrant to own beneficially, more than 5% of the 16,523,600
issued and outstanding shares ( see  Consolidated  Statement  of
Shareholders  Equity in Financial Statements) of the Registrant's Common
Stock, and the name and shareholdings of each director and of all officers
and directors as a group.

Title  of   Name and Address of     Amount and Nature of     Percentage of
Class       Beneficial Owner        Beneficial Ownership     Class
-------------------------------------------------------------------------
Common      Donald  Craig                    1,850,000               11.2%
            214-2791  Hwy.  97N
            Kelowna, BC V1X  4JB

Common      Clay  Larson  (1)                1,200,000               7.26%
            740  Westpoint  Crt.
            Kelowna,  BC V1W 2Z4

Common      Auchengrey Ltd.                  2,000,000               12.1%

Common      Killalow   Ltd.                  2,000,000               12.1%
===========================================================================
Common      Total Officers and Directors
            as a  Group (1 Person)           1,200,000                7.26%
============================================================================

(1)  Officer and/or director.

There are no contracts or other arrangements that could result in a
change of control of the Company.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

The Company utilizes office space provided by the officers, directors and
shareholders of the Company.  Rent at $400/ month is accruing due to Sir
Donald Craig for the office he provides.  That is fair market rent, payable
to a Company that is not related to Hybrid.

The Company is not expected to have any significant dealings with
affiliates. Presently, other than as described above, none of the officers
and directors have any transactions which they contemplate entering into
with the Company.
==============================================================================

Page-33-


ITEM  13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) Financial Statements and Schedules
The financial statements as set forth in Item 7 of this report on Form
10-KSB are incorporated herein by reference.

Financial statement schedules have been omitted since they are either not
required, not applicable, or the information is otherwise included.

(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the year.

(c) Exhibit No.
    3.1 Articles of Incorporation (1)
    3.2 Bylaws (1)
    4.1   Specimen stock certificate.

    (1) Incorporated by reference from the Company's Form 10SB filed with
    the SEC on February 7, 2000.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this statement to be signed on its behalf, by
the undersigned; thereunto duly authorized.

Hybrid Fuels, Inc.

Date: June 11, 2001.			        By: /S/ Clay Larson
                                    ----------------------------
                                            Clay  Larson
                                            President and Sole Director























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

Exhibit 4.1 Specimen Stock Certificate

             NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
               INCORPORATED UNDER THE LAWS OF THE STATE OF

                                     Nevada

                NUMBER                                    SHARES
       ------------------------                  -------------------------
      (                        )                (                         )
      (                        )                (                         )
      (                        )                (                         )
       ------------------------                  -------------------------
                                                   CUSIP NO. 44860F 10 3

                               HYBRID FUELS, INC.

           AUTHORIZED COMMON STOCK 50,000,000 SHARES * PAR VALUE 5801


THIS  CERTIFIES  THAT

                                    SPECIMEN
                                      ONLY

IS  THE  RECORD  HOLDER  OF


                    Shares of HYBRID FUELS, INC. Common Stock

Transferable on the books of the Corporation in the person or by duly
authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate is not valid until countersigned by the Transfer Agent
and registered by the Registrar.

     Witness  the facsimile seal of the Corporation and the facsimile
     signatures of  its  duly  authorized  officers.

Dated:

                                HYBRID FUELS, INC.
                                    CORPORATE
_________________________________     SEAL      ___________________________
             SECRETARY                                  PRESIDENT
                                     NEVADA


NOT VALID UNLESS COUNTERSIGNED                    Countersigned
       BY TRANSFER AGENT          Standard Registrar & Transfer Company, Inc.
                                   12328 South 1840 East * Draper, Utah 64028
                                              By:__________________________
                                                   Authorized Signature






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



All restricted stock issued by the Company is endorsed with the following
legend:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933
AS AMENDED, HAVING BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A
VIEW TO REDISTRIBUTE.  THEY MAY NOT BE SOLD OR OFFERED FOR IN ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SHARES UNDER THE SECURITIES ACT
OF 1933 AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
AND AN EXEMPTION FROM THE SECURITIES ACT OF 1933 AS AMENDED, IS AVAILABLE AND
THAT SUCH REGISTRATION IS NOT REQUIRED, OR IN THE ALTERNATIVE THAT SUCH
SHARES MAY BE SOLD UNDER RULE 144 AS PROMULGATED BY THE SECURITIES AND
EXCHANGE COMMISSION OF THE UNITED STATES.