SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549


_______________________





FORM 10-Q/A





þ           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended September 30, 2011





o           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the transition period from ________________ to _______________





Commission File No. 033-17774-NY





ALL GRADE MINING, INC.


(Exact name of registrant as specified in its charter)





Colorado
xx-xxxxxxx(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)








370 W. Pleasantview Ave., Suite 163, Hackensack, NJ 0760 (Address of principal executive office)





Registrant's telephone number, including area code: (201) 788-3785





HYBRED INTERNATIONAL, INC.


Former name, former address and former fiscal year,


if changed since last report.





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





Yes
þ
No
o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer  o

Accelerated filer oNon-accelerated filer  o

(Do not check if a smaller reporting company)

Smaller Reporting Company o








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





163,365,519 shares of Common Shares, par value $0.001 per share, were outstanding as of September 30, 2011.







ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)





CONTENTS





PagePART I-
FINANCIAL INFORMATIONITEM 1-
FINANCIAL STATEMENTSBalance sheets as of September 30, 2011 (unaudited)and December 31, 2010
1Statements of operations for the nine and three months ended September 30, 2011and September 30, 2010 (unaudited)
2Statements of cash flows for the nine months ended September 30, 2011and September 30, 2010 (unaudited)
3Notes to financial statements
4ITEM 2-
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
13ITEM 3-
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
15ITEM 4-
CONTROLS AND PROCEDURES
15PART II-
OTHER INFORMATIONITEM 1-
LEGAL PROCEEDINGS
16ITEM 1A-
RISK FACTORS
16ITEM 2-
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
16ITEM 3-
DEFAULT UPON SENIOR SECURITIES
17ITEM 4-
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
17ITEM 5-
OTHER INFORMATION
17ITEM 6-
EXHIBITS
17SIGNATURES
18Exhibit 31.1
Certification Pursuant to Section 302 of the Sarbanes Oxley Act
19Exhibit 32.2
Certification Pursuant to Section 906 of the Sarbanes Oxley Act
20











ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)


BALANCE SHEETS





As of September 30, 2011 and December 31, 2010








ASSETS


Sept 30,


December 31,2011


2010(Unaudited)CURRENT ASSETS:Cash in bank

$
12,600


$
-Total current assets


12,600



-FIXED ASSETS:Tools and Dies (Note 4)


13,036



13,036Less: accumulated depreciation


(9,129
)


(7,731
)Net fixed assets


3,907



5,305OTHER ASSETS:Depository payment towards acquisition of iron ore mine (Note 5)


250,000



-Total other assets


250,000



-Total assets

$
266,507


$
5,305





LIABILITIES AND STOCKHOLDERS’ EQUITY





LIABILITIES:Accounts payable

$
133,863


$
118,863Cash overdraft


-



317NJ Corporation business tax payable


1,500



1,500Loans payable (Note 6)


469,056



27,900Due to-shareholders (Note 7)


6,000



9,146Accrued interest payable


8,982



6,990Deferred income (Note 8)


17,500



17,500Total liabilities


636,901



182,216STOCKHOLDERS’ EQUITY:Common stock, par value $.001 per share; authorized 500,000,000 shares, issued and outstanding 163,365,519 shares at September 30, 2011 and 169,365,519 at December 31, 2010


163,366



169,366Preferred stock, no par value, authorized 1,000,000 shares, none issued and outstanding as of September 30, 2011 and December 31, 2010


-



-Retained earnings (deficit)


(533,760
)


(346,277
)Total stockholders’ equity


(370,394
)


(176,911
)Total liabilities and stockholders’ equity

$
266,507


$
5,305









The accompanying notes should be read in conjunction with the financial statements


-1-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)


STATEMENTS OF OPERATIONS





For the Nine and Three Months Ended September 30, 2011 and September 30, 2010








Nine Months Ended


Three Months EndedSept 30,


Sept 30,


Sept 30,


Sept 30,2011


2010


2011


2010(Unaudited)


(Unaudited)


(Unaudited)


(Unaudited)REVENUES:Revenues

$
-


$
-


$
-


$
-EXPENSES:Farrier expense


-



2,335



-



-Bank service charge


-



715



-



113Auto expense


3,460



1,450



2,552



205Office maintenance and supplies


4,633



3,146



3,967



1,008Telephone


1,580



1,437



542



451Research and development


-



110



-



-Travel


10,705



-



8,005



-Meals and entertainment


8,322



2,298



4,571



865Rent


3,098



4,200



3,098



2,400Accounting fees


3,000



3,000



1,000



1,000Legal fees


21,000



-



9,000



-Transfer agent fees


11,389



275



2,550



-Filing fees


250



25



250



-Consultants


59,500



45,000



25,500



15,000Environmental Impact Declaration expense


50,000



-



50,000



-Magnometric study expense


10,000



-



10,000



-Depreciation expense – tools and dies


1,398



1,398



466



466Interest expense


5,148



1,136



3,732



418Total expenses


193,483



66,525



125,233



2,237Net operating (loss)


(193,483
)


(66,525
)


(125,233
)


(2,237
)Gain on disgorgement of common shares (Note 10)


6,000



-



6,000



-Net (loss)

$
(187,483
)

$
(66,525
)

$
(119,233
)

$
(2,237
)










The accompanying notes should be read in conjunction with the financial statements


-2-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)


STATEMENTS OF CASH FLOWS





For the Nine Months Ended September 30, 2011 and September 30, 2010








Sept 30,


Sept 30,2011


2010(Unaudited)


(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss)

$
(187,483
)

$
(66,525
)Adjustments to reconcile net (loss) to

net cash (used) by operating activities:Depreciation expense


1,398



1,398Changes in assets and liabilities:Increase in accounts payable


15,000



48,001Increase in accrued interest payable


1,675



1,136Total adjustments


18,073



50,535NET CASH (USED) BY OPERATING ACTIVITIES


(175,410
)


(15,990
)CASH FLOWS FROM INVESTING ACTIVITIES:Depository payment towards acquisition of iron ore mine


(250,000
)


-NET CASH (USED) BY INVESTING ACTIVITIES


(250,000
)


-CASH FLOWS FROM FINANCING ACTIVITIES:Loans from shareholders


(3,146
)


4,446Increase in loans payable


441,156



10,000Gain on disgorgement of 6,000,000 shares of common stock (Note 10)


6,000



-NET CASH PROVIDED BY FINANCING ACTIVITIES


444,010



14,446Increase (decrease) in cash


12,600



(1,544
)Cash, beginning of period


-



4,725Cash, end of period

$
12,600


$
3,181







The accompanying notes should be read in conjunction with the financial statements


-3-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)





NOTES TO FINANCIAL STATEMENTS








Note 1-
INTERIM RESULTS AND BASIS OF PRESENTATION:





The accompanying unaudited financial statements as of September 30, 2011 and September 30 2010 and for the nine and three months then ended have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2011 and September 30, 2010 and the results of operations and cash flows for the nine and three
months then ended. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the nine months ended September 30, 2011, are not necessarily indicative of the results to be expected for any subsequent quarter or the entire fiscal year. The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date.





Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes, however, that the disclosures in this report are adequate to make the information presented not misleading in any material respect. The accompanying financial statements should be read in conjunction with the audited financial statements and notes thereto of Hybred International, Inc. for the year ended December 31, 2010 included in the Company’s Annual Report on Form 10-K as filed with the SEC and the attached
Management’s Discussion and Analysis of Financial Condition and Results of Operation.








Note 2-
NATURE OF BUSINESS:





Organization


Temporary Time Capital Corp., Inc., a corporation organized under the laws of the State of Colorado, was a shell company with no or nominal business operations. On January 31, 2008, the Company entered into a merger agreement with Hybred International, Inc., a corporation organized under the laws of the State of New Jersey. No prior relationship between the companies, or any natural person, is known to have existed.





The merger agreement was filed and was effective within the State of Colorado on February 7, 2008, and was effective within the State of New Jersey on February 27, 2008.





The merger agreement (the “Agreement”) stipulated that the companies would merge and the surviving entity would be Temporary Time Capital Corp., Inc.. Temporary Time Capital Corp., Inc. would then change its name to Hybred International, Inc. (the name of the New Jersey entity that merged into the Colorado entity, with the result that one entity with the name of Hybred International, Inc. with the business operations of the original New Jersey entity would be registered to do business in the States of New Jersey and Colorado).








-4-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)





NOTES TO FINANCIAL STATEMENTS








Note 2-
NATURE OF BUSINESS:(continued)





Organization(continued)


The shareholders of the former Hybred International, Inc. had their shares exchanged 1:1 into the new entity. The shareholders of the former Temporary Time Capital Corp., Inc. retained their holdings 1:1. The authorized number of shares in the new Hybred International, Inc. was increased to 120,000,000 (from 50,000,000) to allow for the distribution to the shareholders of the former Hybred International, Inc.





As part of the Agreement, the Directors and officers of Temporary Time Capital Corp., Inc. resigned and the officers and Directors of the former Hybred International, Inc. are now the officers and Directors of the new Hybred International, Inc.





The former (prior to merger) Hybred International, Inc. has developed and intends to produce and market a revolutionary therapeutic horseshoe, which contains an injection molded urethane composition into the shoe designed to reduce the concussive effect of horses’ hooves on surfaces such as concrete, asphalt and rock hard race tracks, thus reducing the chances of a horse developing a hoof injury, which comprise approximately 90% of all equine injuries.





The new (post merger) Hybred International, Inc. has acquired the business operations of the former Hybred International, Inc. which consists mainly of research and development and resultant intellectual property to manufacture (or caused to be manufactured) the therapeutic horseshoe and industry knowledge associated with the transition of the incoming officers and Directors.





During the quarter ended September 30, 2011, management came to the conclusion that Hybred has not fully realized the potential of the horseshoe business model, due to the current economic climate and the lack of resultant purchases of its horseshoes.





The Company has been presented with a potentially lucrative opportunity to acquire a proven iron ore mine in the Republic of Chile.  The Company has agreed to purchase the iron ore mine for the sum of $3,250,000 and has remitted   $250,000 towards the purchase price.





In conjunction therewith, the Company has entered into a production agreement with Foreign Commerce Consultative Services, Inc. (“FCC”) whereby FCC is responsible for all production and marketing activities at a cost to the Company of approximately $32 per metric ton plus a management fee equal to $2.50 for each metric ton of iron ore produced and sold to third party purchasers.





It is projected that the mine will produce a minimum of 40,000 metric tons of iron ore per month at a sales price of approximately $75 per metric ton. (See Note 14, Subsequent Events)





In November 2009, the Board of Directors voted to increase the number of shares authorized to 200,000,000 shares effective November 18, 2009. In June 2010, the Board of Directors voted to further increase the number of common shares authorized to 500,000,000 shares effective June 1, 2010.





-5-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)





NOTES TO FINANCIAL STATEMENTS








Note 3-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:





Basis of Accounting


The financial statements of the Corporation were prepared on the accrual basis of accounting, which recognizes income when earned and expenses when incurred.





Cash and Cash Equivalents


For purpose of the statement of cash flows, the Corporation considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.





Pervasiveness of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.





Effect of New Accounting Pronouncements


In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Principles- a Replacement of FASB Statement No. 162(“SFAS No. 168”).SFAS No. 168 establishes the ASC as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with GAAP.





Rules and interpretive releases of the SEC under the authority of Federal securities laws are also sources of authoritative GAAP for SEC registrants. All guidance contained in the ASC carries an equal level of authority.





The ASC superseded all existing non-SEC accounting and reporting standards. The FASB will not issue new standards in the form of any SFAS, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting Standards Updates (“ASU”) that will serve to update the ASC, provide background information about the guidance and provide the bases for conclusions on the change(s) in the ASC. The adoption of SFAS No. 168 did not have an impact upon the Company’s financial position, results of operations or cash flows.





In May 2009, the FASB issued guidance now codified as ASC Topic 855, “Subsequent Events”,which provides authoritative accounting literature related to evaluating subsequent events. ASC 855 is similar to current guidance with some exceptions that are not intended to result in significant change to current practice. ASC 855 defines subsequent events and also requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The provisions of ASC 855 are effective for interim or annual financial periods ending after June 15, 2009. The Company has adopted the provisions of ASC
855 effective as of December 31, 2009 and its adoption did not have a material impact on the Company’s financial position, results of operations, cash flows or its required disclosures in its Form 10K.








-6-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)





NOTES TO FINANCIAL STATEMENTS








Note 3-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:(continued)





Effect of New Accounting Pronouncements(continued)


In April 2009, the FASB issued FSP FAS No. 107-1 and Accounting Principles Board (“APB”) Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments”,which amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments and requires disclosures about the fair value of financial instruments for interim reporting periods as well as in annual financial statements. FSP FAS No. 107-1 and APB No. 28-1 also amend APB Opinion No. 28, Interim Financial Reporting, to require these
disclosures in all interim financial statements. FSP FAS No. 107-1 and APB No. 28-1 are effective for interim reporting periods ending after June 15, 2009. The guidance of FSP FAS No. 107-1 and APB No. 28-1 is now included in ASC Topic 825, Financial Statements.The adoption of FSP FAS No. 107-1 and APB No. 28-1 did not have a material impact on the Company’s financial position, results of operations or cash flows.





The Company has adopted the provisions of ASC Topic, 740, Income Taxeswhichincludesthe provisions of Financial Accounting Standards Board Interpretation No.48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement No. 109”,which clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with FASB Statement No.109,
“Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement disclosures of tax positions taken or expected to be taken in an income tax filing.





The evaluation of a tax position is a two- step process. The first step requires an entity to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. The second step requires an entity to recognize in the financial statements each tax position that meets the more likely than not criteria, measured at the largest amount of benefit that has a greater than fifty percent likelihood of being recognized. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting for interim periods, disclosure and transition.





The Company believes that with its adoption of ASC Topic 740, that the income tax positions taken by it did not have a material effect on the financial statements for the nine months ended


September 30, 2011.





The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosureswhich includes the provisions of SFAS No.157, “Fair Value Measurements”, which enhances existing guidance for measuring assets and liabilities using fair value. ASC Topic 820 and SFAS No. 157 provide a single definition of fair value, together with a framework for measuring it, and require additional disclosure about the use of fair value to measure assets and liabilities. The Company does not believe that ASC Topic 820 will have a material impact on its financial
statements.

















-7-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)





NOTES TO FINANCIAL STATEMENTS








Note 3-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:(continued)





Effect of New Accounting Pronouncements(continued)


The Company has adopted the provisions of ASC Topic 825, Financial Instruments,which includes the provisions of SFAS No. 159 (“SFAS 159”) “The Fair Value Option for Financial Assets and Financial Liabilities”, providing companies with an option to report selected financial assets and liabilities at fair value. The objective of ASC Topic 825 and SFAS 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. They also require entities to display the fair
value of those assets and liabilities.  The Company has chosen to use fair value on the face of the balance sheet. The Company does not believe that ASC Topic 825 will have a material impact on its financial statements.








Note 4-
TOOLS AND DIES:





Tools and dies are recorded at cost. These assets are being depreciated using the straight line method of depreciation over an estimated useful life of seven years. As of September 30, 2011 the Company had acquired tools and dies at a cost of $13,036. Depreciation expense recorded for the nine month ended September 30, 2011 was $1,398.








Note 5-
DEPOSITORY PAYMENT TOWARDS ACQUISITION OF IRON ORE MINE:





In September 2011, The Company entered into an agreement to acquire title to a certain iron ore mine in the Republic of Chile at an acquisition cost of $3,250,000. With the signing of this agreement, the Company remitted an initial deposit of $250,000 to the seller. The agreement provides for the Company to remit the balance of $3,000,000 over a three year period.








Note 6-
LOANS PAYABLE:





During 2006, the Company borrowed the sum of $16,000 from Louis Savaglio, an independent third party. The loan is payable on demand and bears interest at the rate of 6.75% per annum. On November 30, 2009, the Company had repaid $5,000 with the issuance of 49,550,000 shares of stock. On July 14, 2011 Mr. Savaglio assigned $10,000 of his debt together with accrued interest of $3,155.61 to four entities unrelated to the Company. Each new entity has a note for $3,288.91 carrying interest at 6%. The balance due to Mr. Savaglio as of September 30, 2011 was $1,000 with accrued interest of $298.





During August 2008, the Company borrowed the sum of $4,000 from Brett Hamburger, a consultant to the Company on a non-interest bearing basis. The loan is payable upon demand and as of September 30, 2011, it remained unpaid. Additionally during 2009, the Company borrowed $2,900 from Christine Mulijono, the wife of Brett Hamburger. This loan is payable on demand and bears interest at the rate of 10% per annum. The accumulated interest on this loan as of September 30, 2011 was $725.




-8-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)





NOTES TO FINANCIAL STATEMENTS








Note 6-
LOANS PAYABLE:(continued)





On September 9, 2010 the Company borrowed the sum of $10,000 from an unrelated third party. The loan is payable on demand and bears interest at the rate of 8% per annum. The loan agreement provides for the right of this individual to purchase up to 40,000 free trading common shares of the Company at any time that the loan remains unpaid. The purchase price with respect to purchase shares is equal to $.0025 per share. As of September 30, 2011, the accumulated interest on this loan was $1,058. Additionally, no shares had been purchased as of September 30, 2011.





On April 13, 2011, the Company borrowed the sum of $10,000 from an unrelated third party. The loan is payable on demand and bears interest at the rate of 10% per annum. The loan agreement provides for the right of this individual to convert the loan into free trading common shares of the Company at any time that the loan remains unpaid based on the conversion formula described in the loan agreement. As of September 30, 2011, the accumulated interest on this loan was $447. Additionally, as of September 30, 2011, no shares had been converted.








On May 18, 2011, the Company borrowed the sum of $28,000 from an unrelated third party on a non-interest bearing basis. The loan agreement provides for the right of this individual to convert the outstanding into common shares of the Company at any time that the loan remains unpaid at a conversion price of $.14 per share. As of September 30, 2011 no shares had been converted.





On July 12, 2011, the Company borrowed $50,000 from an unrelated third party, pursuant to a convertible debenture agreement. The debenture bears interest at 5% per annum and has a term of 5 years maturing on July 12, 2016. The debenture has a conversion clause under which the holder can convert any amount of the face value note into common shares of the Company at $0.0005 per share. As of September 30, 2011, the accumulated interest on this loan was $549. Additionally, as of September 30, 2011, no shares were converted.





On August 29, 2011, the Company borrowed $75,000 from an unrelated third party, pursuant to a convertible debenture agreement. The debenture bears interest at 5% per annum and has a term of 5 years maturing on August 29, 2016. The debenture has a conversion clause under which the holder can convert any amount of the note into common shares of the Company at $0.25 per share. As of September 30, 2011, the accumulated interest on this loan was $333.Additionally. as of September 30, 2001, no shares were converted.





On August 29, 2011, the Company borrowed $75,000 from another unrelated third party, pursuant to a convertible debenture agreement. The debenture bears interest at 5% per annum and has a term of 5 years maturing on August 29, 2016. The debenture has a conversion clause under which the holder can convert any amount of the note into common shares of the Company at $0.25 per share. As of September 30, 2011, the accumulated interest on this loan was $333. As of September 30, 2011, the accumulated interest on this loan was $333.Additionally, as of September 30, 2001, no shares were converted.











-9-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)





NOTES TO FINANCIAL STATEMENTS








Note 6-
LOANS PAYABLE:(continued)





On September 15, 2011, the Company borrowed $150,000 from an unrelated third party. The loan was due on October 15, 2011 together with interest at a rate of 25% per annum. As of September 30, 2011, the accumulated interest on this loan was $1,563. The loan was not repaid on its maturity date, and interest continues to be accrued.





On September 16, 2011, the Company borrowed $50,000 from an unrelated third party, pursuant to a convertible debenture agreement. The debenture bears interest at 5% per annum and has a term of 5 years maturing on September 16, 2016. The debenture has a conversion clause under which the holder can convert any amount of the note into common shares of the Company at $0.25 per share. As of September 30, 2011, the accumulated interest on this loan was $97. Additionally, as of September 30, 2001, no shares were converted.








Note 7-
RELATED PARTY TRANSACTIONS:





The Company’s President had previously loaned the Company $5,244 on a non-interest bearing basis to provide funding for certain operating expenses. As of December 31, 2009, this amount was fully repaid. Additionally, during 2007, Martin Honig, a former Director and current shareholder of the Company loaned the Company $8,000 on a non-interest bearing basis in order to provide the Company with working capital. In July 2008 this same individual loaned the Company an additional $5,000 to be used for working capital. As of September 30, 2011, the Company had repaid $7,000 to Martin Honig, leaving a balance due him of $6,000.





Marshal Shichtman, the Company’s securities counsel and a shareholder of 2,500,000 common shares had previously billed the Company $15,648 for legal services performed in 2009. This amount is currently outstanding and reported in accounts payable in the accompanying financial statements.








Note 8-
DEFERRED INCOME:





In October 2009, Company entered into an agreement to produce and sell 1,000 pairs of a prototype horseshoe to an unrelated entity at $25 per pair. The Company did receive full payment of $25,000 for the sale of these horseshoes.  To date, only 300 pairs of horseshoes were produced and delivered.





With only 300 pairs of this prototype horseshoe being produced and delivered, the Company reported revenue on this sale of $7,500 for the year ended December 31, 2009. The balance of $17,500 is reported as deferred revenue in the accompanying financial statements.

















-10-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)





NOTES TO FINANCIAL STATEMENTS








Note 9-
STOCKHOLDERS’ EQUITY:





Prior to the merger, the Company was authorized to issue 50,000,000 of its common stock. On February 7, 2008, the Board of Directors voted to increase the numbers of common stock authorized to120,000,000 shares. In November 2009, the Board of Directors voted to increase the number of common stock authorized to 200,000,000 effective November 18, 2009. In June 2010, the Company’s Board of Directors voted to increase the amount of authorized common stock to 500,000,000 shares effective June 1, 2010. As of September 30, 2011 the Company reported 163,365,519 shares of common stock as issued and outstanding.





The Company is also authorized to issue 1,000,000 of its no par preferred stock. As of September 30, 2011, none of these shares were issued and outstanding.





Note 10-
DISGORGEMENT OF SHARES OF COMMON STOCK:





On August 1, 2011, 6,000,000 common shares of the Company were disgorged from Meadow Vista Financial Corp. by order of the Securities and Exchange Commission (“SEC”) pursuant to an Order issued by the U.S. District Court of Florida in the Southern District on February 25, 2011. These common shares were cancelled pursuant to that order. As a consequence of this event, the number of common shares issued and outstanding was reduced to 163,365,519.





Note 11-
MERGER WITH HYBRED INTERNATIONAL, INC.:





On January 31, 2008, Board of Directors of the Company agreed to merge with Hybred International, Inc. (Hybred), a New Jersey corporation. The effective date of the merger was February 1, 2008. Under the terms of the “Plan of Merger,” Hybred was merged into the Company and Temporary Time Capital Corp. became the surviving entity. The surviving Company then changed its name to Hybred International, Inc. The Board of Directors of the Company voted to increase the number of common shares authorized from 50,000,000 to 120,000,000. Under the terms of the merger agreement the shareholders of Hybred International, Inc. were issued 80,000,000 shares of the Company’s common stock in
exchange for their shares of the former Company.





Note 12-
STOCK ISSUANCES:





On January 28, 2008 the Company entered into a subscription agreement with AER Investment (AER) whereby AER would purchase 300,000 of the Company’s common stock, par value $.001, for $.30 per share or $90,000. The proceeds of this issuance were used to provide working capital. Subsequently, in April 2008, the Company issued an additional 19,700,000 shares of its common stock in consideration for the cancelation of a debt of $20,000 owed to an individual who is a shareholder.





On November 30, 2009, the Company converted a debt of $5,000 by issuing 49,550,000 shares of its common stock. The transaction resulted in the number of outstanding shares to increase to 169,365,519.





-11-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)





NOTES TO FINANCIAL STATEMENTS








Note 13-
CONSULTING AGREEMENT:





On December 25, 2009, The Company entered into an agreement with Brett Hamburger whereby he would attempt to introduce the Company to potential investors for the purpose of procuring funding for the Company. Additionally, he will advise the Company on general business development.





The agreement shall be in effect for a period of two years ending on December 24, 2011 and provides for monthly payments of $5,000 over the term of the contract.








Note 14-
GOING CONCERN:





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and negative operating cash flow since inception and future losses are anticipated. The Company’s plan of operations, even if successful, may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern.





Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon management’s plans to meet its financing requirements and the success of its future operations. The ability of the Company to continue as a going concern is dependent on improving the Company’s profitability and cash flow and securing additional financing.





While the Company believes in the viability of its strategy to generate revenues and profitability and in its ability to raise additional funds, and believes that the actions presently being taken by the Company provide the opportunity for it to continue as a going concern, there can be no assurances to that effect. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.








Note 15-
SUBSEQUENT EVENTS:





On October 11, 2011, the Company filed a Preliminary Information Statement (PIM) with the Securities and Exchange Commission (SEC). The purpose of the PIM was to inform the SEC of actions being taken by the Company pursuant to a vote of shareholders on October 5, 2011. The items voted upon and approved were as follows:





1)
The Company is in the process of acquiring title to a certain iron ore mine in Chile.


2)
The Company has shifted its operating focus from producing and marketing a therapeutic horseshoe to the extraction of iron ore from a mine located in the Republic of Chile.


3)
To reflect the additional business line and change in focus from horseshoes to mining, the Company on October 12, 2011 has changed its name from Hybred International, Inc. to All Grade Mining, Inc.





-12-







ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)








MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.





Forward Looking Statements





This report contains forward looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933 (the “Securities Act”). Statements contained in this report which are not statements of historical facts may be considered forward-looking information with respect to plans, projections, or future performance of the Company as defined under the Private Securities litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those projected. The words
“anticipate”, “believe”, “estimate”, “expect”, “objective”, and “think” or similar expressions used herein are intended to identify forward-looking statements. The forward-looking statements are based on the Company’s current views and assumptions and involve risks and uncertainties that include, among other things, the effects of the Company’s business, actions of competitors, changes in laws and regulations, including accounting standards, employee relations, customer demand, prices of purchased raw material and parts, domestic economic conditions, including housing starts and changes in consumer disposable income, and foreign economic conditions, including currency rate fluctuations. Some or all of the facts are beyond the Company’s control.





Except as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in this report as a result of new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should carefully review and consider the various disclosures we make in this report and our other reports filed with the SEC that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our
business.The following discussion and analysis should be read in conjunction with the financial statements and related footnotes included elsewhere in this quarterly report which provide additional information concerning the Company’s financial activities and condition.





During the third quarter of 2011, the company has filed a Regulation D filing (to sell securities) and engaged in fundraising efforts and has been exploring business opportunities. In the course of fund raising, the company has met with numerous groups of investors and has raised funds from investors pursuant to the Regulation D. During these activities, a new opportunity presented itself in the form of a Chilean mine. The company then filed a reverse split with the State of Colorado to facilitate the possibility of acquiring the mine. The mine situation firmed up and the company deposited $250,000 towards the mine and has contracted site engineers and permitting, who began a site feasibility
study and environmental impact declaration(s).








The Company currently has one employee.





Revenues





We have not generated revenue for the nine months ended September 30, 2011.











-13-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)








Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (continued)





Operating Expenses





Our operating expenses for the nine months ended September 30, 2011 and the nine months ended September 30, 2010 were $193,833 and $66,525 respectively. The $126,958 increase in operating expenses for the nine months ended September 30, 2011 when compared to the nine months ended September 30, 2010 was primarily due to the Company utilizing available funds from private financing to fund operating expenses.





Net Loss





The net loss for the nine months ended September, 2011 and the nine months ended September 30, 2010 was $193,483 and $66,525, respectively. The increase in our net loss for the respective periods is primarily attributable to the factors set forth under Operating Expenses above.





Disgorgement of shares of common stock





On August 1, 2011, 6,000,000 common shares of the Company were disgorged from Meadow Vista Financial Corp. by order of the Securities and Exchange Commission (“SEC”) pursuant to an Order issued by the U.S. District Court of Florida in the Southern District on February 25, 2011. These common shares were cancelled pursuant to that order. As a consequence of this event, the number of common shares issued and outstanding was reduced to 163,365,519.





Liquidity and Capital Resources





As of September 30, 2011 we had total assets of $266,507 as compared to total assets of $5,305 as of December 31, 2010. The increase in our assets is due primarily to a deposit being made on an iron ore mine during the nine months ended September 30, 2011.





We reported current liabilities totaling $636,901 as of September 30, 2011 as compared to $182,216 as of December 31, 2010. Accounts payable and loans payable total $602,919 and $146,763 respectively for each period.





We use available finances to fund ongoing operations. Funds will be used for general and administrative expenses. We do not have sufficient funds available to meet our current liabilities. Unless we secure additional financing, it is unlikely that we will be able to continue our current operations.





Consulting Agreement





On December 25, 2009, The Company entered into an agreement with Brett Hamburger whereby he will attempt to introduce the Company to potential investors for the purpose of procuring funding for the Company. Additionally, he will advise the Company on general business development.





The agreement shall be in effect for a period of two years ending on December 24, 2011 and provides for monthly payments of $5,000 over the term of the contract.










-14-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)





Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (continued)





Subsequent Events





On October 11, 2011, the Company filed a Preliminary Information Statement (PIM) with the Securities and Exchange Commission (SEC). The purpose of the PIM was to inform the SEC of actions being taken by the Company pursuant to a vote of shareholders on October 5, 2011. The items voted upon and approved were as follows:





1)
The Company is in the process of acquiring title to a certain iron ore mine in Chile.


2)
The Company has shifted its operating focus from producing and marketing a therapeutic horseshoe to the extraction of iron ore from a mine located in the Republic of Chile.


3)
To reflect the additional business line and change in focus from horseshoes to mining, the Company on October 12, 2011 has changed its name from Hybred International, Inc. to All Grade Mining, Inc.





Going concern





As reflected in the accompanying financial statements, the Company has current liabilities that exceed its current assets resulting in a working capital deficit. Management is presently seeking to raise permanent equity capital in the capital markets to eliminate negative working capital. Failure to raise equity capital or secure some other form of long-term debt arrangement will cause the Company to further increase its negative working capital deficit and could result in the operating expenses and generate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters
raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.





Item 3. Quantitative and Qualitative Disclosures About Market Risks





Smaller reporting companies are not required to provide the information required by item 305.





Item 4. Controls and Procedures





The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended the “Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated by the Chief Executive Officer as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.





The Company carried out an evaluation under the supervision of the Chief Executive Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2011, the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer concluded that the disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2011.











-15-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)








Item 4. Controls and Procedures (continued)





There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2011 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





PART II – OTHER INFORMATION





Item 1. Legal Proceedings





The Company is not a party to, or the subject of any material pending legal proceedings.





Item 1A. Risk Factors





The Company is a Smaller Reporting Company. A Smaller Reporting Company is not required to provide the risk factor disclosure required by this form.





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





On March 25, 2005, the Company issued a note payable to its registered Agent in the amount of $15,000 for services rendered upon reincorporation of the Company. The note is payable on demand and bears interest at the rate of 10% per annum. On January 16, 2008, the Agent assigned the note to seven different parties. On February 12, 2008, those seven parties converted their portions of the original note into a 19,125,000 shares of the Company’s common stock.





On November 6, 2007 the Company issued 20,000,000 shares of its common stock to Hoss Capital, LLC in consideration for consulting services rendered to the Company amounting to $20,000. With the issuance of these shares, Hoss Capital, LLC effectively owned 98.08% of the issued and outstanding common stock of the Company. In January 2008 Hoss Capital sold its 20,000,000 in a private transaction to an individual. Concurrent with the merger, this individual surrendered 19,700,000 of these shared back to the Company in order to facilitate the merger discussed in Note 10 to the financial statements.





On January 31, 2008, Board of Directors of the Company agreed to merge with Hybred International, Inc. (Hybred), a New Jersey corporation. The effective date of the merger was February 1, 2008. Under the terms of the “Plan of Merger,” Hybred was merged into the Company and Temporary Time Capital Corp. became the surviving entity. The surviving Company then changed its name to Hybred International, Inc. The Board of Directors of the Company voted to increase the number of common shares authorized from 50,000,000 to 120,000,000. Under the terms of the merger agreement the shareholders of Hybred International, Inc. were issued 80,000,000 shares of the Company’s common stock in
exchange for their shares of the former Company.





On January 28, 2008 the Company entered into a subscription agreement with AER Investment (AER) whereby AER would purchase 300,000 of the Company’s common stock, par value $.001, for $.30 per share of $90,000. The proceeds of this issuance were used to provide working capital.





On April 2008, the Company issued an additional 19,700,000 shares of its common stock in consideration for the cancellation of debt of $20,000 owed to an individual who is a shareholder.





On August 1st, 2011, the company filed a Regulation D offering.





-16-








ALL GRADE MINING, INC.


(Formerly Hybred International, Inc.)


(A Developmental Stage Company)








Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds (continued)





The offering and sales above were deemed to be exempt under Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors or a limited number of unaccredited investors, business associates of the Company or executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, the Company has made independent determinations that all of the above-referenced
persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment.





Item 3.  Default upon Senior Securities


None





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


None





Item 5.  Other Information


None





Item 6.   (a)   Exhibits and Reports on Form 8-K








Exhibit    31.1     Certification Pursuant to Section 302 of the Sarbanes Oxley Act





Exhibit    32.1     Certification Pursuant to Section 906 of the Sarbanes Oxley Act








(b)    Reports on Form 8-K during Quarter


None














-17-







SIGNATURES











In accordance with the requirements of the Exchange Act, the Registrant has duly caused this Report on Form 10-Q/A to be signed on its behalf by the undersigned, thereunto duly authorized.














ALL GRADE MINING, INC.(Registrant)November 28, 2011Gary KouletasPresident (Principal Executive Officer)
































-18-