As filed with the Securities and Exchange Commission on December 12, 2000

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2/A
AMENDMENT NUMBER ONE
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

HYBRID FUELS, INC.
(Exact name of small business issuer in its charter)

            NEVADA                       2860                   88-0384399
(State or other jurisdiction of    (primary  standard        (I.R.S. Employer
 incorporation  or organization)   industrial code)       Identification Number)


#214 - 2791 HIGHWAY 97 NORTH
KELOWNA, BRITISH COLUMBIA, CANADA V1X 4J8

(250) 764-0352, FAX (250) 764-0855
(Address and telephone number of principal executive offices)

            AGENT FOR SERVICE:                       WITH A COPY TO:
          CLAY LARSON, PRESIDENT                     TOLAN F. FURUSHO
           HYBRID  FUELS,  INC.                     ATTORNEY  AT  LAW
       #214 - 2791 HIGHWAY 97 NORTH           12729 NORTHUP AVENUE, SUITE 1A
KELOWNA, BRITISH COLUMBIA, CANADA V1X 4J8      BELLEVUE, WASHINGTON 98005
              (250)764-0352                           (425)452-8639

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]


If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]

                     CALCULATION  OF  REGISTRATION  FEE
-------------------------------------------------------------------------------
   TITLE OF EACH                   PROPOSED         PROPOSED
     CLASS OF       AMOUNT          MAXIMUM          MAXIMUM        AMOUNT OF
 SECURITIES TO BE   TO  BE      OFFERING PRICE      AGGREGATE     REGISTRATION
    REGISTERED     REGISTERED      PER UNIT      OFFERING PRICE        FEE
----------------  ------------  ---------------  ---------------  -------------
                  Maximum:                       $  1,000,000.00
  Class A           10,000,000  $         .10                     $      264.00
Common Stock      Minimum                              10,000.00
                       100,000  $         .10
----------------  ------------  ---------------  ---------------  -------------


NOTE: Specific details relating to the fee calculation shall be furnished in notes to the table, including references to provisions of Rule 457 ( 230.457 of this chapter) relied upon, if the basis of the calculation is not otherwise evident from the information presented in the table. If the filing fee is calculated pursuant to Rule 457(o) under the Securities Act, only the title of the class of securities to be registered, the proposed maximum aggregate offering price for that class of securities and the amount of registration fee needed to appear in the Calculation of Registration Fee table. Any difference between the dollar amount of securities registered for such offerings and the dollar amount of securities sold may be carried forward on a future registration statement pursuant to Rule 429 under the Securities Act.

The registration hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION - [December 31, 2001]

PROSPECTUS
NOVEMBER 1, 2000

HYBRID FUELS, INC.

#214 - 2791 HIGHWAY 97 NORTH
KELOWNA, BRITISH COLUMBIA, CANADA V1X 4J8
(250) 764-0352

10,000,000 Shares of Common Stock
to be sold by Hybrid Fuels, Inc.

This is a secondary public financing of common stock of Hybrid Fuels, Inc., (Hybrid) and there is a public market which currently exists on the OTC Pink Sheets for shares of Hybrid's common stock. The price for the stock in this offering will be fixed. Hybrid has operating losses to date and is still in the development stage. There may not be sufficient capital for Hybrid to implement its business plan and there may not be a market for the products it plans to sell.

This is not an underwritten offering, and Hybrid's stock is not listed on any national securities exchange or the NASDAQ Stock Market, but is listed and quoted on the National Quotation's Bureau, Pink Sheets, symbol "HRID". Hybrid intends to apply to have its shares traded on a regional exchange or the OTC bulletin board under the symbol:

"HRID"

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE ___.


Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this document. Hybrid has not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

                              TABLE  OF  CONTENTS


PART I - PROSPECTUS                                                         Page
                                                                            ----

  Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Hybrid Fuels, Inc. Is In Its Earliest Stages of
    Development and May Never Become Profitable. . . . . . . . . . . . . . . . .

    Conflicts of Interest May Arise Between Companies
    Managed by Common Officers and Directors . . . . . . . . . . . . . . . . . .

    Hybrid Fuels, Inc.'s Agreement with Blue Mountain Packers, Ltd.
    As A "Non Arms Length" Transaction. . . . . . . . . . . . . . . . . . . . .

    Hybrid Fuels, Inc. May Not Be Able To Obtain Further Financing . . . . . . .

    Dependence on Use of Outside Factors for Product Sales . . . . . . . . . . .

    Dependence on Government Regulations. . . . . . . . . . . . . . . . . . . .

    Dependence on and Other Technology and Supplier  . . . . . . . . . . . . . .

    Government Regulation of Agriculture and Fuels Could Adversely
    Affect Hybrid Fuels, Inc.'s Profitability. . . . . . . . . . . . . . . . . .

    Government Regulation of Products Could Adversely Affect
    Viability of Hybrid Fuels, Inc.'s Sales and Profitability. . . . . . . . . .

    Heavy Dependence on Key Management Which Could
    Affect the Business of Hybrid Fuels, Inc.'s Business And Could
    Result in Delays or Business Failure . . . . . . . . . . . . . . . . . . . .

    Heavy Dependence on Outside Management Consultants and
    Technical Consultants in the Issuer's Line of Business . . . . . . . . . . .

    Product Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Effect of Unfavorable Publicity. . . . . . . . . . . . . . . . . . . . . . .

    Ability to Manage Growth . . . . . . . . . . . . . . . . . . . . . . . . . .

    Absence of Patent Protection . . . . . . . . . . . . . . . . . . . . . . . .

    Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    No Assurance of Future Industry Growth . . . . . . . . . . . . . . . . . . .

    Potential Business Combinations Dilute Stockholder Value . . . . . . . . . .

    Potential Business Combinations Could Be Difficult to
    Integrate and Disrupt Business . . . . . . . . . . . . . . . . . . . . . . .

    Hybrid Fuels, Inc. May Enter Into New Line of
    Business Which Investors Could Not Evaluate. . . . . . . . . . . . . . . . .

    Hybrid Fuels, Inc. Has Minimal Operating History and
    Financial Results Are Uncertain. . . . . . . . . . . . . . . . . . . . . . .

    Hybrid Fuels, Inc. May Need Additional Financing
    Which May Not Be Available or Which May Dilute the
    Ownership Interests of Investors . . . . . . . . . . . . . . . . . . . . . .

    Hybrid Fuels, Inc.'s Common Stock Has a Minimal Trading History
    And Prices May Decline After the Offering. . . . . . . . . . . . . . . . . .

    Investors May Face Significant Restrictions on the Resale of
    Hybrid Fuels, Inc.'s Stock Due to State Blue Sky Laws. . . . . . . . . . . .

    Investors May Face Significant Restrictions on the Resale
    Of Hybrid Fuels, Inc.'s Stock Due to Federal Penny
    Stock Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  Determination of Offering Price. . . . . . . . . . . . . . . . . . . . . . . .

  Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  Selling Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . .

  Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  Directors, Executive Officers, Promoters and Control Persons . . . . . . . . .

  Security Ownership of Certain Beneficial Owners and Management . . . . . . . .

  Description of Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .

  Interest of Named Experts and Counsel. . . . . . . . . . . . . . . . . . . . .

  Disclosure of Commission Position on Indemnification
  for Securities Act Liabilities . . . . . . . . . . . . . . . . . . . . . . . .

  Description of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

  Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . .

  Certain Relationships and Related Transactions . . . . . . . . . . . . . . . .

  Market for Common Equity and Related Stockholder Matters . . . . . . . . . . .

  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  Changes In and Disagreements With Accountants on Accounting
  And Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART  II  -  INFORMATION  NOT  REQUIRED  IN  PROSPECTUS

  Indemnification of Directors and Officers. . . . . . . . . . . . . . . . . . .

  Other Expenses of Issuance and Distribution. . . . . . . . . . . . . . . . . .

  Recent Sales of Unregistered Securities. . . . . . . . . . . . . . . . . . . .

  Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


PART I - PROSPECTUS

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by and should be read in conjunction with the more detailed information and the Financial Statements and notes thereto appearing elsewhere in this Prospectus.

HYBRID FUELS, INC.

Hybrid Fuels, Inc., (Hybrid) is a corporation formed under the laws of the State of Nevada, whose principal executive offices are located in Kelowna, British Columbia, Canada.

The primary objective of the business is to build small scale, farm ethanol facilities which involves a number proprietary technologies exclusively owned by Hybrid by way of an acquisition of Hybrid Fuels (Canada), Inc. and Hybrid Fuels, USA, Inc. on a share for share basis. This 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.

Hybrid has recently deposited $170,561.00 on a beef processing plant pursuant to an agreement to purchase the beef processing plant in Salmon Arm, British Columbia, Canada, owned by Mega Holdings, Ltd. Hybrid has an agreement to purchase the beef processing facility, land, buildings and equipment for $3,000,000 Canadian Dollars. The "non-operational" and "as is" value of the beef processing plant, land, buildings and equipment, as per a 1996 real estate appraisal, was over $4,990,000 Canadian Dollars. Hybrid has not completed the transaction to purchase the facility, land, buildings equipment, but intends to do so in accordance with the purchase agreement. If Hybrid completes this purchase, the beef processing plant will be operated by Blue Mountain Packers, Ltd., a British Columbia corporation. Hybrid intends that Blue Mountain Packers, Ltd. will be a wholly owned subsidiary of Hybrid and will operate this beef processing business. Blue Mountain Packers, Ltd. recently received certification by the Canadian Food Inspection Agency of the Government of Canada, Department of Agriculture, for the facility to engage in the processing of Canadian beef. Hybrid may seek other potential investment opportunities in related or unrelated businesses. See "Use of Proceeds"

In the acquisition of Hybrid Fuels (Canada), Inc., and Hybrid Fuels, USA, Inc., Hybrid acquired a number of proprietary technologies including:


(1) technology which promotes the conversion of straw and other low-grade cellulositics to a high-grade food, with a food value equal to high-grade oats for animal feed.

(2) a bio-gas burner which burns waste material including manure and straw and has the capacity to supply the energy requirement of the full ethanol operation;

(3) a formula which causes diesel fuel, wet ethanol and vegetable oil residual compound to emulsify. This formula can be used effectively and efficiently in an unaltered diesel engine.

(4) a fermentation process yielding full conversion in approximately 16 hours which involves grain preparation, simultaneous enzyme injection with yeast inoculation at unusual temperatures in a water base. There is substantial savings in plant costs due to reduced tankage volumes, equipment needs, building costs and labor.

(5) the innovative use of multiple heat exchangers with resultant reduced energy costs of production.

(6) a unique design of equipment which efficiently reduces the energy and time costs of drying wet distillers grains to practical feed moisture content.

(7) a separating column which yields 190 proof spirits in a single pass which is very economical to manufacture and operate.

(8) a process of handling pig manure which involves screening and separation of the liquids and solids, reduction of the solids in a gasifier unit and sparging of the liquid portion and burning of the odorous gasses of sparge to effect a virtually odorless pig farm operation.

(9) A bifurcated root feeding system mainly for hydroponic greenhouse use for tomatoes which results in greatly increased fruit yields.

Hybrid will use the proceeds from this offering to further its business plan, establish banking liaisons and other financial partnerships, both governmental and in the private sector, and possible joint ventures to operate a full service beef processing plant combined with feedlot fuel facilities which feed cattle and produce the hybrid fuels.

Should Hybrid sell all of the common shares of stock by way of this registration statement and proposed financing, then Hybrid will devote a substantial portion of its business efforts to obtain further financing and/or government grants and/or government financing in order to complete the purchase of the beef processing facilities, land, buildings and equipment currently owned by Mega Holdings, Ltd.


BACKGROUND ON HYBRID FUELS, INC. AND DEVELOPMENT OF THE TECHNOLOGIES

Hybrid is a development stage company which originally incorporated in the state of Florida on February 16, 1960. In May, 1998, Hybrid changed its domicile to the state of Nevada and its corporate name to Hybrid Fuels, Inc. Hybrid acquired all of the issued and outstanding shares of stock of Hybrid Fuels (USA), Inc. and 330420 BC, Ltd., which changed its name to Hybrid Fuels (Canada), Inc. In acquiring all of the issued and outstanding shares of stock of Hybrid Fuels (Canada), Inc. and Hybrid Fuels, USA, Inc., Hybrid became entitled to full ownership and use of all of the intellectual property including the trade secrets and proprietary technology as described herein,

Hybrid is dependent upon this offering of common shares of stock to begin the initial phase of its business plan and to further implement its plan to further finance Hybrid so that Hybrid may seek additional financing to complete the purchase of the beef processing facility, land, buildings and equipment from Mega Holdings, for a purchase price of $3,000,000 Canadian dollars. THERE IS NO ASSURANCE THAT THE ISSUER WILL BE ABLE TO OBTAIN ANY FURTHER FINANCING WHATSOEVER OR WHETHER THE COMMON SHARE OF STOCK OFFERED HEREIN WILL HAVE ANY VALUE. Hybrid intends to acquire the issued and outstanding shares of Blue Mountain Packers, Ltd., the proposed operator of the beef processing facility, and operate Blue Mountain Packers, Ltd. as a wholly owned subsidiary. Hybrid and Blue Mountain Packers, Ltd., a British Columbia corporation, will have similar Officers and Directors and must be considered as a "non-arms length" transaction.

MARKET OPPORTUNITY

Hybrid believes that there is a large worldwide market for Hybrid's alternate fuels and derivative products. This technology allows farm operations to benefit substantially from the cost effective energy operations and the proprietary technology for the enhancement of food values with a less expensive feed for livestock. There are many other technologies to be provided by Hybrid for the operation of farm facilities and equipment, as well as the recycling of animal waste into energy used to create the hybrid fuel.

The conventional production of alcohol throughout history is well established and all of the production costs and the yield of various grains and sugars are well documented. The benefits of most of the byproducts in animal feed programs are well proven and documented. The market for ethanol (alcohol) for fuel use is firmly established and substantial.

Energy costs, aside from grain purchase, are a major obstacle against ethanol. The phrase "Energy Balance" can be explained by stating it to be the cost or energy expended to recover a given quantity of ethanol. This source of energy is almost, without exception, non-renewable much in the same manner as natural gas, coal, petroleum, etc. It is rare to find a distillery operating with "plus energy balance". The innovative use of heat exchanging equipment is one of the Issuer's technologies with a potential worldwide market, and gives the hybrid fuels process a much more favorable energy balance..


Hybrid has devised several systems of agriculture integration procedures which provides cost effective operations for the facility.

NAME, ADDRESS, AND TELEPHONE NUMBER OF REGISTRANT

Hybrid Fuels, Inc.
#214-2791 Highway 97 North
Kelowna, British Columbia, Canada V1X 4J8
(250) 764-0352, fax (250) 764-0855

THE OFFERING

Hybrid Fuels, Inc. is offering up to 10,000,000 shares of its common stock at $.10 per share. Hybrid's common shares of stock are currently trading on the National Quotations Bureau's "Pink Sheets" and Hybrid will apply to list its common shares of stock on the OTC Bulletin Board and/or a regional stock exchange along with filing with the SEC.

RISK FACTORS

You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing the shares of common stock of Hybrid Fuels, Inc. Investing in Hybrid's shares of common stock involves a high degree of risk. Any of the following risks could adversely affect Hybrid's business, financial condition and results of operations and could result in a complete loss of your investment.

YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS BECAUSE THEY ARE INHERENTLY UNCERTAIN

You should not rely on forward-looking statements in this prospectus. This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as "anticipates", "believes", "plans", "expects", "future", "intends" and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on forward-looking statements, which apply only as of the date of this prospectus. Hybrid's actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Hybrid described in "Risk Factors" and elsewhere in this prospectus.

RISKS RELATED TO HYBRID FUELS, INC.'S BUSINESS

Hybrid's successful implementation of its business plan is dependent on a number of factors that should be considered by prospective investors. Hybrid has only recently acquired its principal asset, that of proprietary technologies. It is a new business for this company and Hybrid has no history of earnings or profit and there is no assurance that it will operate profitably in the future. As such, there is no assurance that Hybrid will provide a return on investment in the future.


Hybrid Fuels, Inc. Is In Its Earliest Stages Of Development And May Never
Become Profitable

Hybrid is in the extreme early stages of development and could fail before implementing its business plan. It must be regarded as a "start up" venture that may incur net losses for the foreseeable future. Hybrid has operating losses from the initial implementation of its business and operations, and it faces unforeseen costs, expenses, problems and difficulties that could easily prevent it from ever being profitable. Hybrid's success is dependent on a number of factors which should be considered by prospective investors. Hybrid has only recently acquired its principal assets in the form of proprietary technologies. It is a relatively new business venture and has no history of earnings or profit and there is no assurance that it will operate profitably in the future. As such, there is no assurance that Hybrid will provide a return on investment in the future.

Conflicts Of Interest May Arise Between Companies Managed By Common
Officers And Directors

Mr. Clay Larson, the President and Board Chairman of Hybrid, has projected that Hybrid will acquire the issued and outstanding shares of Blue Mountain Packers, Ltd., a British Columbia corporation, and operate that corporation as a wholly owned subsidiary of Hybrid. It is proposed that John Morrison, Chartered Accountant, shall be the Secretary and Chief Financial Officer of Blue Mountain Packers, Ltd., as well as Secretary and Chief Financial Officer of Hybrid. Although the share structure of Blue Mountain Packers, Ltd. has yet to be determined, Hybrid intends that Blue Mountain Packers, Ltd. will be a wholly owned subsidiary and Hybrid may have similar officers and directors.

Hybrid Fuels, Inc.'s Agreement With Blue Mountain Packers, Ltd As A "Non
Arms Length" Transaction

Hybrid intends to acquire the issued and outstanding shares of Blue Mountain Packers, Ltd., a British Columbia corporation, and operate that company as a wholly owned subsidiary of Hybrid. If the acquisition occurs, Blue Mountain Packers, Ltd. will have the same Secretary and Chief Financial Officer as Hybrid. The proposed Secretary and Chief Financial Officer is John Morrison, Chartered Accountant. Therefore, any and all transactions between Hybrid and Blue Mountain Packers, Ltd. must be considered as a "non arms length" transaction. See "Conflicts of Interest May Arise Between Companies Managed By Common Officers And Directors.


Hybrid Fuels, Inc. May Not Be Able To Obtain Further Financing

Hybrid cannot complete its business plan even if all of its common shares of stock are sold by way of this financing and registration statement. Hybrid must obtain subsequent equity financings and/or loans from outside sources to complete its first year's operations and to complete the purchase of the beef processing plant, land, buildings and equipment owned by Mega Holdings, Ltd. Hybrid can facilitate a share exchange for the acquisition of all of the issued and outstanding shares of Blue Mountain Packers, Ltd., of British Columbia, Canada, which appears to be a potential primary operations entity for Hybrid when and if Hybrid can complete the purchase of the beef processing plant, land, buildings and equipment. FURTHER, HYBRID NEEDS ADDITIONAL DEVELOPMENT CAPITAL TO ALLOW THE COMPANY TO IMPLEMENT ITS BUSINESS OPERATIONS. Similarly, any dispute between Hybrid and Mega Holdings, Ltd. and/or Blue Mountain Packers, Ltd. (or their successors, if any) could impair Hybrid's ability to fully implement its business plan and purchase rights. Any termination or impairment of Hybrid's purchase rights due to circumstances under the control of Mega Holdings, Ltd., or others with an interest in the business or its products, could prevent Hybrid from implementing its business plan, thereby limiting its profitability and decreasing the value of its stock.

Dependence On Use Of Outside Factors For Product Sales

If the use of alternate fuels and alternate fuel derivative products and the growth of this specialized and segmented market for alternate fuels and fuel derivative products does not continue, Hybrid may not achieve the customers necessary for sustaining revenues and achieving profitable operations. Hybrid's future revenues and profits, if any, substantially depend upon the widespread acceptance and use of these alternate fuels as an effective energy source for agriculture applications and to their related businesses. Rapid growth in the use of alternate fuels has occurred only recently. As a result, acceptance and use may not continue to develop at historical rates, and a sufficient number of consumers may not use the alternate fuels and alternate fuel derivatives as an energy source for agriculture and its related businesses. Even if use of alternate fuels and alternate fuel derivative products continues to increase, at a conservative or aggressive rate of growth, there is no assurance that consumers would seek these products from Hybrid. Alternate fuels or alternate fuel derivative products may not be a viable long term commercial business. Hybrid will need to overcome the commercial and industrial acceptance of petroleum based fuels in the worldwide marketplace. There can be no assurances that Hybrid will be able to overcome the acceptance of petroleum based fuels in the marketplace and sell Hybrid's products to any extent.

Dependence On Government Regulations

The market for alternate fuels and alternate fuel derivative products is characterized by rapidly changing technology, evolving industry standards, changes in users' needs and frequent new product introductions. Hybrid's future business will depend, in part, on Hybrid's use of leading technologies to provide products to its customer base. There can be no assurance that Hybrid will be successful in using new technologies effectively, developing new products or enhancing existing products on a timely basis. Many of these products are subject to government testing and Hybrid could be adversely affected if the government subjects the alternate fuel industry to testing and other restrictions.


Hybrid's business operations also depends on continued use and expansion of the alternate fuel and alternate fuel derivative products. Hybrid may not be able to sustain the delivery of products by the projected and continuing growth in the industry. The growth in volume of product sales may create fulfillment instabilities. Such instabilities may have an adverse affect on Hybrid's operations and business if they are not addressed. The alternate fuel industry could also lose its viability due to delays in the development or adoption of new standards and protocols enacted by governmental agencies. This may affect Hybrid's activity, security, reliability, costs, accessibility, and quality of operations. Hybrid's technology and operations may be vulnerable to governmental rules and regulations pertaining to the alternate fuel industry over which Hybrid has no control. These regulations or industry problems, caused by governmental agencies or other third parties, could lead to interruptions, delays or cessation of the business of Hybrid.

Dependence On Other Technology Or Suppliers

Hybrid is not primarily dependent upon other technology or specialized suppliers to operate its business. Hybrid does rely upon normal channels of suppliers to operate its business, The primary source of raw materials needed to operate Hybrid's business is mainly comprised of materials which are readily available, however the continuing availability of such supplies cannot be determined. Management of Hybrid believes that it will be able to secure alternative suppliers, if needed and therefore will not significantly limit its ability to service its existing customers. Hybrid believes that it is not primarily dependent upon any particular supplier and therefore would not be limited in its ability to expand to new markets. However, the dependency on general supplier is an issue, which could, in turn, have a material adverse effect on its business, financial condition and results of operations.

Government Regulation Of Agriculture Could Adversely Affect Hybrid Fuels,

Inc.'s Corporation's Profitability

Existing or future legislation could limit growth in the use of alternate fuel products, which would curtail or eliminate Hybrid's revenue growth. Statutes and regulations directly applicable to the energy and agriculture industry are becoming more prevalent. The law remains largely unsettled, however, even in areas where there has been legislative action. It may take years to determine whether and how existing laws governing intellectual property, proprietary technologies, alternate energy sources, and agriculture affect the alternate fuel industry. In addition, the growth and development of the alternate fuels and alternate fuels derivative products may prompt calls for more stringent consumer protection laws, in the United States, Canada and abroad. It is possible that the United States, Canada or other local or foreign jurisdictions may seek to impose further regulations on the energy and agriculture industry which may further cause regulatory obligations on Hybrid. If one or more states or any foreign country successfully asserts that Hybrid should be regulated on its products, it could also prevent Hybrid's business from growing as projected or expose it to unanticipated liabilities.


Any new regulation, testing requirement or taxation of Hybrid's products or systems could damage Hybrid's business, affect the profitability and perhaps the viability of its business plan, causing the price of its common stock to decline. Such regulation or taxation could prove to be burdensome, and impose significant additional costs on Hybrid's business or subject it to additional liabilities. As the alternative fuels industry and alternative fuels derivative products continues to evolve, increasing regulation by federal, state, or foreign agencies becomes more likely. Such regulation is likely to be in the areas of content, disclosure and quality of products and services. Taxation of the alternate fuels and alternate fuels derivative products imposed by government agencies could limit Hybrid's sales, revenue growth and future profitability. In addition, any regulation imposing taxes and testing criteria for the alternate fuels industry could result in a decline in the use of alternate fuels and alternate fuels products and services and the viability of alternate fuels use and sales, which could have a material adverse effect on Hybrid's business, results of operations, and financial condition.

Government Regulation Of Products Could Adversely Affect The Viability Of
Hybrid Fuels, Inc.'s Products Sales And Profitability

In the United States and Canada, state, provincial and/or federal government regulations may restrict the use and sale of alternate fuels derivative products. The state, provincial and/or federal government regulations of the alternate fuels and alternate fuels products and other related technologies and products could result in the way Hybrid markets and sells its systems and products. This could result in restrictions on the technology, the products and systems that Hybrid offers its customers with significant additional expense. The implementation of the systems and the manufacturing and sale of the alternate fuels and alternate fuels products of Hybrid could be affected by future legislation and regulation. Additional expense to the Hybrid's systems and product(s) could result in a decrease in its stock price. Hybrid's efforts to comply with existing laws and regulations may be costly, may force it to change its selling strategy and may not be successful. Hybrid cannot assure its investors that it will be able to comply with any existing or future laws, regulations, interpretations or applications without incurring significant costs or adjusting its business plan significantly.

Heavy Dependence On Key Management Which Could Affect The Business Of
Hybrid Fuels, Inc. And Could Result In Delays Or Business Failure

Mr. Clay Larson is serving as Hybrid's President and Board Chairman. Mr. John Morrison is serving as Hybrid's Secretary, Director and Chief Financial Officer. The loss of Mr. Larson's and/or Mr. Morrison's services would probably hamper Hybrid's ability to implement its business plan, and could cause its stock to be worthless. Hybrid will be heavily dependent upon Mr. Larson's and Mr. Morrison's entrepreneurial skills and experience to implement its business plan and may, from time to time, find that their need to consult with outside technical consultants may result in delay(s) in progress towards the completion of the Hybrid's systems and product development and implementation of its business plan. Hybrid does not have employment agreements with all of their management and key personnel and there is no assurance that management will continue to manage its affairs in the future. Hybrid has not obtained a key man life insurance policy on Mr. Larson, Mr. Morrison or other management. Hybrid


could lose the services of Mr. Larson, Mr. Morrison or other personnel and management which would have a significant adverse effect on its business and could cause the price of its stock to decline or become worthless. The services of Mr. Larson, Mr. Morrison and others would be difficult to replace. Because investors will not necessarily be able to evaluate the merits of Hybrid's business activity, investors should carefully and critically assess Mr. Larson's and Mr. Morrison's background as well as other management's backgrounds in addition to the technology. See "Directors and Executive Officers".

Heavy Dependence On Outside Management Consultants And Technical
Consultants In Hybrid Fuels, Inc.'s Line Of Business

Mr. Clay Larson and other key management have no significant experience in the marketing of alternate fuels and alternate fuels derivative products. Mr. Clay Larson is a corporate lawyer by profession and is not a scientist, engineer or energy specialist and must rely upon other consultants and professionals in the alternate fuel industry for business decisions. As a result, Hybrid will likely need to continue to rely on others who understand the alternate fuel technology and alternate fuels and alternate fuels product sales and marketing. Because of lack of experience in this line of business, Hybrid may overestimate the marketability of the Hybrid's alternate fuels system and products and may underestimate the costs and difficulties associated with selling and distributing of the alternate fuels and alternate fuels products. Any such unanticipated costs or difficulties could prevent Hybrid from implementing its business plan, thereby limiting its profitability and decreasing the value of its stock.

Product Liability

Hybrid, like other alternate fuels technology suppliers, are advised to carry product liability insurance for the systems and alternate fuels products which may be defective. Hybrid may be subjected to various product liability claims, including, among others, that its products include inadequate instructions for use or inadequate warnings concerning possible reactions and interactions with other products or systems. Hybrid relies on third party suppliers for its components for finished alternate fuels. Hybrid currently has no product liability insurance coverage. Although Hybrid warrants that the finished alternate fuels will be as described and provides indemnification to the end-user for losses, claims, and expenses arising from a breach of the product warranties, any such indemnification is limited by its terms and, as a practical matter, is limited to the credit-worthiness of the indemnifying party. In the event that Hybrid does not have adequate indemnification, product liabilities relating to its products could have a material adverse effect on its business, financial condition and results of operations. At the present time, Management of Hybrid believes that there is no significant need for product liability insurance at this time.


Effect Of Unfavorable Publicity

Management of Hybrid believes that the alternate fuels market is affected by local and national media attention regarding the various components in the energy industry. Future energy technology and technology research or publicity may not be favorable to the energy industry, the alternate fuels industry or to any related industry and may not be consistent with earlier favorable research or publicity. Because of Hybrid's partial dependence associated on consumer's perceptions of the energy and alternate fuels industry, any adverse publicity associated with similar products distributed by other companies and future reports of research that are perceived as less favorable or that question earlier research could have a material adverse effect on Hybrid's business, financial condition and results of operations. Hybrid is dependent upon consumers' perceptions of quality and energy-effective usefulness of its products. Thus, the mere publication of reports asserting that such alternate fuels systems or alternate fuels products may be non essential or not energy proficient or questioning the efficacy of the technology could have a material adverse effect on Hybrid's business, financial condition and results of operations, regardless of whether such reports are scientifically supported or whether the claimed inadequacies would be scientifically proven for such systems or products.

Ability To Manage Growth

Hybrid's ability to manage growth depends, in part, upon its ability to develop and expand operating, management, information and financial systems, and production capacity, which may significantly increase its future operating expenses. No assurance can be given that Hybrid's business will grow in the future or that it will be able to effectively manage such growth. Hybrid's inability to manage its growth successfully could have a material adverse effect on its business, financial condition and results of operations.

Absence Of Patent Protection

The Hybrid system and product technology are not protected by patents and are currently proprietary. Hybrid does plan to investigate the ability to patent certain systems within the total technology upon completion of the research and development of the marketable Hybrid's system(s) and products. Management of Hybrid believes that all of its products are safe from piracy due to the uniqueness of the technology and that applying for patent protection could possibly harm the Company instead of protecting it at this stage of its development. Accordingly, there can be no assurance that Hybrid's products, even with patent protection, will not be copied in some fashion and used to compete with the Hybrid's proprietary technologies. Any such unintended copying of products may result in significant market competition, adverse publicity and/or product liability claims which could have a material adverse effect on Hybrid's business, financial condition and results of operations.


Competition

The alternate fuels and alternate fuels products industry is new, rapidly evolving and minimally competitive, and Hybrid expects competition to intensify in the future. Management of Hybrid believes that it has an international market, with virtually little known competition, however, if Hybrid and the alternate fuels industry generally fails to attract and retain a large customer base, then Hybrid significantly declines in its projected revenue and a loss of market share. Hybrid does not know of a direct competitor in the industry. The alternate fuels and alternate fuels derivative systems and products market is not very competitive and highly fragmented, with no clear dominant leader and increasing public and commercial attention. Hybrid will compete with a variety of other companies, including traditional suppliers products and services.

No Assurance Of Future Industry Growth

There can be no assurance that the alternate fuels and alternate fuels derivative products market is viable or that such projected growth will occur or continue. Market data and projections such as those presented in this prospectus are inherently uncertain, subject to change and often dated. In addition, the underlying market conditions are subject to change based on economic conditions, consumer preferences and other factors that are beyond Hybrid's control. An adverse change in the size or growth rate of the market for alternate fuels and alternate fuels derivative products is likely to have a material adverse effect on Hybrid's business, financial condition and results of operations.

Potential Business Combinations Dilute Stockholder Value

Because Hybrid may not be successful in developing a viable market for the alternate fuels and alternate fuels products and systems to agricultural and business users, its management will spend a significant portion of the time it devotes to evaluating other business opportunities that may be available to Hybrid. In the event of a business combination, the ownership interests of holders of existing shares of Hybrid's shares of stock will be diluted. Due to its limited financial resources, the only way Hybrid will be able to diversify its activities, should its business plan prove to be impractical, would be to enter into a business combination.

Any asset acquisition or business combination would likely include the issuance of a significant amount of Hybrid's common shares of stock, which would dilute the ownership interest of holders of existing shares of stock, and may result in a majority of the voting power being transferred to new investors. Depending on the nature of the transaction, Hybrid's stockholders may not have an opportunity to vote on whether to approve it. For example, Hybrid's Board of Directors may decide to issue a significant amount of shares of stock to effect a share exchange with another company. Such a transaction does not require shareholder approval, but Hybrid's officers and directors must exercise their powers in good faith and with a view to the interests of the corporation.


Potential Business Combinations Could Be Difficult To Integrate And Disrupt
Business

Any acquisition of or business combination with another company could disrupt Hybrid's ongoing business, distract management and employees and increase its expenses. If Hybrid acquires a company, it could face difficulties in assimilating that company's personnel and operations. In addition, the key personnel of the acquired company may decide not to work for Hybrid. Acquisitions also involve the need for integration into existing administration, services, marketing, and support efforts. Any amortization of goodwill or other assets, or other charges resulting from the costs of these acquisitions, could limit Hybrid's profitability and decrease the value of its shares of stock. In addition, Hybrid's liquidity and capital resources may be diminished prior to, or as a result of, consummation of a business combination and its capital may be further depleted by the operating losses (if any) of the business entity which Hybrid may eventually acquire.

Hybrid Fuels, Inc. May Enter In To New Line Of Business Which Investors
Could Not Evaluate

In the event of a business combination, acquisition, or change in shareholder control, Hybrid may enter in to a new line of business which an investor did not anticipate and in which that investor may not want to participate. Hybrid may make investments in or acquire complementary products, technologies and businesses, or businesses completely unrelated to its current business plan. Similarly, an asset acquisition or business combination would likely include the issuance of a significant amount of Hybrid's common shares of stock, which may result in a majority of the voting power being transferred to new investors. New investors may replace Hybrid's management. New management may decide not to continue to implement Hybrid's current business plan, and may decide to enter into a business completely unrelated to the current business plan which an investor did not anticipate and in which that investor may not want to participate. In such case, an investor could lose its entire investment on a business decision it did not get to evaluate at the time of investing in Hybrid.

FINANCIAL RISKS

Hybrid Fuels, Inc. Has Minimal Operating History and Financial Results Are
Uncertain

Hybrid is a development stage company with no history of earnings or profit and there is no assurance that it will operate profitably in the future. Hybrid faces all the risks of a new business. As a result of Hybrid's limited operating history, it is difficult to accurately forecast its potential revenue, and there is no meaningful historical financial data upon which to base planned operating expenses. Its revenue and income potential is unproven and its business model is still emerging. As such, there is no assurance that Hybrid will provide a return on investment in the future. An investor in Hybrid's common shares of stock must consider the challenges, risks and uncertainties frequently encountered by development-stage companies using new and unproven business models in new and rapidly evolving markets. These challenges include, but are not limited to, the ability to:


1. execute the Hybrid's business plan;

2. create significant sales of alternate fuels systems and derivative products;

3. manage growth in Hybrid's operations;

4. create a customer base on a cost-effective basis;

5. retain customers;

6. access additional capital when required;

7. attract and retain key personnel.

Hybrid cannot be certain that its business model will be successful or that it will successfully address these and other challenges, risks and uncertainties. Consumers of alternate fuels and alternate fuels systems and products may not purchase products from Hybrid, which would reduce Hybrid's revenues and prevent Hybrid from becoming profitable.

Hybrid Fuels, Inc. May Need Additional Financing Which May Not Be

Available, Or Which May Dilute The Ownership Interests Of Investors

Hybrid's initial commencement of business and ability to initially implement its business plan will depend on its ability to raise capital by way of this Offering. No commitments to provide additional funds have been made by management or other shareholders. Hybrid has not investigated the availability, source or terms that might govern the acquisition of additional financing. When additional capital is needed, there is no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to Hybrid. If not available, Hybrid's operations would be severely limited, and it would be unable to implement its business plan.

RISKS RELATED TO THE SECURITIES MARKET

Hybrid Fuels, Inc.'s Common Stock Has A Minimal Trading History, And Prices
May Decline After The Offering

There is a limited public market for Hybrid's common shares of stock and no assurance can be given that a more substantial market will develop or that any shareholder will be able to liquidate its investment without considerable delay, if at all. The trading market price of Hybrid's common stock may decline below the offering price. If a more viable market should develop, the price may be highly volatile. In addition, an active public market for Hybrid's common shares of stock may not develop or be sustained. Factors such as those discussed in this "Risk Factors" section may have a significant impact on the


market price of Hybrid's securities. Owing to the low price of the securities, many brokerage firms may not be willing to effect transactions in the securities. Even if a purchaser finds a broker willing to effect a transaction in Hybrid's common shares of stock, the combination of brokerage commissions, state transfer taxes, if any, and other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such securities as collateral for loans. Thus, a purchaser may be unable to sell or otherwise realize the value invested in Hybrid.

Investors May Face Significant Restrictions On The Resale Of Hybrid Fuels,

Inc.'s Stock Due To State Blue Sky Laws

Because Hybrid's securities have not been registered for resale under the blue sky laws of any state, the holders of such shares of stock and those persons desiring to purchase them in any trading market that may develop in the future should be aware that there may be significant state blue sky law restrictions on the ability of investors to sell and on purchasers to buy Hybrid's securities. Each state has its own securities laws, often called "blue sky laws", which limit sales of stock to a state's residents unless the stock is registered in that state or qualifies for an exemption from registration, and govern the reporting requirements for broker-dealers and stock brokers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, and the broker must be registered in that state, or otherwise be exempt from registration. Hybrid does not know whether its shares of stock will be registered under the laws of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market-makers for Hybrid's shares of stock.

Accordingly, investors should consider the secondary market for Hybrid's securities to be a limited one. Investors may be unable to resell their shares of stock, or may be unable to resell it without the significant expense of state registration or qualification.

Investors May Face Significant Restrictions On The Resale Of Hybrid Fuels,

Inc.'s Stock Due To Federal Penny Stock Regulations

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act of 1934, as amended. Because Hybrid's securities constitute a "penny stock" within the meaning of the rules, the rules would apply to Hybrid and its securities. The rules may further affect the ability of owners of Hybrid's shares of stock to sell their securities in any market that may develop for them. There may be a limited market for penny stocks, due to the regulatory burdens on broker-dealers. The market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.


Shareholders should be aware that, according to the Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

- control of the market for the security by one or a few broker-dealers that are often related

- to the promoter or the Issuer;

- manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

- "boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

- excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

- the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

USE OF PROCEEDS

The net proceeds to Hybrid from the sale of the 10,000,000 shares of common stock offered by Hybrid hereby at an assumed initial public offering price of $.10 (ten cents) per share are estimated to be $1,000,000. This Offering is a self-underwriting by the Issuer and Hybrid's management is responsible for the sale of the common shares of stock offered herein. As of the date of this Offering, Hybrid does not have any agreement with any broker/dealer to participate in the sale of common shares of stock of the Issuer. IF ONLY THE MINIMUM AMOUNT OF 100,000 COMMON SHARES OF STOCK ARE SOLD THEN THE ENTIRE AMOUNT OF $10,000 SHALL BE USED TO ADVANCE THE DEVELOPMENT OF THE HYBRID SYSTEM AND PRODUCTS AND WORKING CAPITAL. INVESTORS SHOULD BE AWARE THAT IF HYBRID IS ONLY ABLE TO SELL THE MINIMUM AMOUNT OF SHARES REGISTERED FOR SALE IN THIS OFFERING THAT THERE IS NO ASSURANCE THAT HYBRID WILL BE ABLE TO OBTAIN ANY ADDITIONAL FINANCING WHICH WOULD POSSIBLY MAKE HYBRID'S SHARES DECREASE SUBSTANTIALLY OR TO BECOME WORTHLESS. If the maximum amount of shares are sold by way of this Offering, Hybrid expects to use the net proceeds in the following manner:


Net Proceeds if all shares are sold by Hybrid: $1,000,000

226,000 - Debt retirement
70,000 - Equipment Purchases 135,000 - Alternate Fuels Plant Construction 270,000 - Livestock Purchase (Cattle) 299,000 - Working Capital

Total Use of Proceeds: $1,000,000

Net Proceeds if only the minimum amount of shares are sold by Hybrid:
$10,000 These funds will be used for general corporate expenses and further financing expense.

Hybrid continually evaluates other business opportunities that may be available to it, whether in the form of assets acquisitions or business combinations. Hybrid may use a portion of the proceeds for these purposes. Hybrid is currently a party to an agreement with Mega Holdings, Ltd. pertaining to the purchase of a beef processing plant, land, buildings and equipment for a purchase price of $3,000,000 Canadian Dollars. Hybrid is not a party to any other, letters of intent, commitments or agreements and is not currently engaged in active negotiations with respect to any acquisitions other than that as described herein with Mega Holdings, Ltd.

Hybrid has not yet determined the specific amounts of "net proceeds" to be used specifically in the general categories as described herein. Accordingly, Hybrid's management will have significant flexibility in applying the net proceeds of the Offering.

DETERMINATION OF OFFERING PRICE

Hybrid arbitrarily determined the price of the Common Shares of Stock in this Offering. The offering price is not an indication of, and is not based upon, the actual value of Hybrid The offering price bears no relationship to the book value, assets or earnings of Hybrid or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

SELLING SECURITY HOLDERS

There are no selling security holders.


PLAN OF DISTRIBUTION

Hybrid will sell a minimum of 100,000 shares and a maximum of 10,000,000 shares of its common stock to the public on a "best efforts" basis at $.10 (ten cents) per share. There can be no assurance that any of these shares will be sold. The gross proceeds to Hybrid will be $1,000,000 if all the shares offered are sold by Hybrid. The gross proceeds to Hybrid will be $10,000 if only the minimum amount of shares offered are sold by the Hybrid. In the event that Hybrid sells the shares in the Offering, no commissions or other fees will be paid, directly or indirectly, by Hybrid or any of its principals, to any person or firm in connection with solicitation of sales of the shares. A limited public market currently exists for shares of Hybrid's common stock. Hybrid intends to apply to have its shares traded on a regional stock exchange and/ or the OTC bulletin board under the symbol "HRID".

LEGAL PROCEEDINGS

Hybrid is not a party to any pending legal proceeding or litigation and none of its property is the subject of a pending legal proceeding. Further, the officers and directors know of no legal proceedings threatened or anticipated against Hybrid or its property by any entity or individual or any legal proceedings contemplated by any governmental authority.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the name, age and position of each director and executive officer of Hybrid:

NAME             AGE        POSITION
-----------      ---        --------------------------

Clay Larson       59        President, Board Chairman

Gordon Colledge   57        Vice-President, Director

John Morrison     66        Secretary, Director

THE ABOVE OFFICER AND DIRECTOR, JOHN MORRISON, IS AN OFFICER AND DIRECTOR OF BLUE MOUNTAIN PACKERS, LTD, AND, AS SUCH, ALL TRANSACTIONS BETWEEN BLUE MOUNTAIN PACKERS, LTD. AND THE ISSUER MUST BE CONSIDERED AS "NON ARMS LENGTH" TRANSACTION AND MUST BE TAKEN INTO CONSIDERATION AS A POSSIBLE CONFLICT BY ALL INVESTORS.


On September 26, 2000, the Board of Directors was elected and installed. These officers and directors of Hybrid will serve for a term of 2 years unless otherwise notified by way of a Directors Meeting. Thereafter, the directors will be elected for two-year terms at the annual shareholders' meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement.

Clay Larson, President and Board Chairman

Clay Larson is a graduate of the University of British Columbia (1972), with an LLB degree. Mr. Larson is a corporate lawyer with 28 years experience in corporate and business law. Clay Larson was elected President and Board Chairman in June, 1999 and has served as the Issuer's President and Board Chairman since that time. Mr. Larson has been the managing director of the Issuer and has exchanged his management services for 1,200,000 restricted shares of stock in the Company, and a salary of $6,000 USD per month.

Mr. Larson has over 25 years of "hand's on" experience in business and business management in addition to his law practice and financial services.

Gordon Colledge, Vice-President and Director

Gordon Colledge is a counselor and instructor in family studies at Lethbridge Community College. Assigned to work with farm and ranch families, Mr. Colledge knows the value of cost effective ranching and farming. It was in this counseling capacity that Mr. Colledge became knowledgeable with the Issuer's proprietary technology and the positive effect that these technologies have for small to large farms and ranches. Gordon Colledge earned recognition on the Premier's Council in Alberta for his support of Alberta families.

Mr. Colledge attended the University of Lethbridge and is currently a student at the University of Great Falls in Montana. Gordon Colledge has worked with dozens of towns and communities in Western Canada on community development projects through WESTARC, an applied research group at the University of Brandon, Manitoba. Mr. Colledge earned an international Teaching Excellence Award from the University of Texas at Austin. Mr. Colledge will exchange his services for restricted common shares of stock of the Issuer in an amount that has yet to be determined.

John Morrison, Chartered Accountant, Secretary/Treasurer and Director

John Morrison is a Chartered Accountant and a graduate of University of North Dakota (1966), with a degree in accounting. Mr. Morrison has over 30 years of experience in accounting, financial and operational management. His main expertise is in accounting, tax and advisory services.

Mr. Morrison was elected Secretary/Treasurer, Chief Financial Officer and Director of the Issuer in September, 2000 and will exchange his services for restricted common shares of stock in the Issuer, and a consulting fee of $150. per hour (Cdn), plus restricted shares of stock of the Issuer. The amount of shares of stock as compensation has yet to be determined and subject to the amount of time necessary to implement the Issuer's business plan.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of November 1, 2000 the Issuer's outstanding common stock owned of record or beneficially by each Executive Officer and Director and by each person who owned of record, or was known by Hybrid to own beneficially, more than 5% of its common stock, and the shareholdings of all Executive Officers and Directors as a group. Each person has sole voting and investment power with respect to the shares shown.

                                                           Percentage of
Name                                         Shares Owned  Shares Owned

Clay Larson, President and Board Chairman
740 Westpoint Court
Kelowna, British Columbia, Canada V1Z 8H4       1,200,000   .0609%

Gordon Colledge
2213 27th Avenue South
Lethbridge, Alberta, Canada T1K 6K4               212,000   .0107%

John Morrison, Chartered Accountant
439 View Crest Road                              (To Be
 Kelowna, British Columbia, Canada V1W 4K1       Determined)

Sir Donald Craig                                1,850,000
                                                            .0939%

Killalow, Ltd.                                  2,000,000
                                                            .1016%

Auchengrey, Ltd.                                2,000,000
                                                            .1016%
                                           ---------------  ------

ALL EXECUTIVE OFFICERS & DIRECTORS AS A         1,200,000   .0717%
GROUP
                                           ---------------  ------


DESCRIPTION OF SECURITIES

The following description of Hybrid's capital shares of stock is a summary of the material terms of its capital shares of stock. This summary is subject to and qualified in its entirety by Hybrid's Articles of Incorporation and Bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and by the applicable provisions of Nevada law.

The authorized capital stock of Hybrid consists of 50,000,000 shares of Common Stock having a par value of $0.001 per share. The Articles of Incorporation do not permit cumulative voting for the election of directors, and shareholders do not have any preemptive rights to purchase shares in any future issuance of Hybrid's common stock.

The holders of shares of common stock of Hybrid do not have cumulative voting rights in connection with the election of the Board of Directors, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of Hybrid's directors.

The holders of shares of common stock are entitled to dividends, out of funds legally available therefor, when and as declared by the Board of Directors. The Board of Directors has never declared a dividend and does not anticipate declaring a dividend in the future. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters. The holders of the shares of common stock have no preemptive or subscription rights. In the event of liquidation, dissolution or winding up of the affairs of Hybrid, the shareholders are entitled to receive, ratably, the net assets of Hybrid available to shareholders after payment of all creditors.

All of the issued and outstanding shares of common stock are duly authorized, validly issued, fully paid, and non-assessable. To the extent that additional shares of Hybrid's common stock are issued, the relative interests of existing shareholders may be diluted.

INTEREST OF NAMED EXPERTS AND COUNSEL

Tolan S. Furusho, Attorney at Law, was employed on a contingent basis in connection with the registration or offering of Hybrid's common stock.


DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Hybrid's Articles of Incorporation, filed herewith as Exhibit 1.1, provide that it will indemnify its officers and directors to the full extent permitted by Nevada state law. Hybrid's Bylaws, filed herewith as Exhibit 1.3, provide that it will indemnify and hold harmless each person who was, is or is threatened to be made a party to or is otherwise involved in any threatened proceedings by reason of the fact that he or she is or was a director or officer of Hybrid or is or was serving at the request of Hybrid as a director, officer, partner, trustee, employee, or agent of another entity, against all losses, claims, damages, liabilities and expenses actually and reasonably incurred or suffered in connection with such proceeding.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Hybrid pursuant to the forgoing provisions or otherwise, Hybrid has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

General

Hybrid was originally incorporated under the laws of the State of Florida on February 26, 1960 as Fiberglass Industries Corp. of America, which the changed its name to Rocket-Atlas Corp., Rocket Industries Corporation, Polo Investment Corp. of Missouri, Medical Advanced Systems, Inc. Hybrid's domicile was changed to Nevada as a result of a Plan of Reorganization and Merger with Polo Equities, Inc. of Nevada, effective as of May 28, 1998 and filed with the State of Nevada on June 10, 1998. Hybrid is in its early developmental and promotional stages. To date, Hybrid's only activities have been organizational, directed at acquiring its principal asset, the proprietary technology which resulted from a share exchange with Hybrid Fuels (Canada), Inc., Hybrid Fuels, USA, Inc., raising its initial capital and developing its business plan. Hybrid has not commenced commercial operations. Hybrid has one full time employee and owns no real estate. Hybrid's business plan is to market the alternate fuels on a worldwide basis, commencing in Western Canada. THERE IS NO ASSURANCE THAT THE PRODUCTS WILL EVER BE COMPLETELY DEVELOPED AND MARKET READY.

Acquisition Of The Proprietary Technology

On May 28, 1998, Hybrid entered into an Agreement to acquire all of the issued and outstanding shares of Hybrid Fuels, USA, Inc. and 330420 B.C., Ltd., renamed Hybrid Fuels (Canada), Inc., on a share for share exchange. This acquisition of these two corporations entitled Hybrid to all of the proprietary technologies developed by the corporations and described herein.


Marketing Background

The business approach used by Hybrid in marketing alternate fuels and alternate fuels derivative products is to focus on the development of self-contained, integrated, high-yield farm based production facilities (Micro Energy Food Factories) across North America and internationally which generate three primary products:

1. ethanol to combat pollution

2. healthy animals, free of antibiotics, hormones and toxins

3. ancillary greenhouse products by surplus energy from the system.

The Issuer recognized the marketability of such alternative fuels system on a worldwide basis. Management of Hybrid believes it has the proprietary edge over competition in the alternate fuels industry, an industry which is in the developmental stage and relatively new to the marketplace. There appears to be a significant amount of opposition from the mainstream energy industry which is well-established.

Regulation Of The Energy Industry.

In general, existing laws and regulations apply to transactions and other activity within the energy industry; however, the precise applicability of these laws and regulations to the alternate fuels and alternate fuels products is uncertain. The vast majority of such laws were adopted prior to the advent of the alternate fuels industry and, as a result, do not contemplate or address the unique issues of the alternate fuels industry or the alternate fuels products commerce. Nevertheless, numerous federal and state government agencies have already demonstrated significant activity in promoting consumer protection and enforcing other regulatory and disclosure statutes within the energy industry. Additionally, due to the increasing use of the alternate fuels and alternate fuels products, it is possible that new laws and regulations may be enacted with respect to alternate fuels and alternate fuels products and covering issues such as user safety, environmental issues, advertising, pricing, content and quality of products and services, taxation, intellectual property rights and information security. The adoption of such laws or regulations and the applicability of existing laws and regulations to the alternate fuels industry and may impair the growth of the alternate fuels market and result in a decline in Hybrid's sales.

A number of legislative proposals have been made at the federal, state and local level, and by foreign governments, that would impose additional taxes on the sale of products and services in the energy industry, and certain states have taken measures to tax alternate fuels-and alternate fuels related products and systems. Such legislation or other attempts at regulating commerce in the alternate fuels industry may substantially impair the growth of the alternate fuels industry and, as a result, adversely affect Hybrid's opportunity to derive financial benefit.


Employees

Hybrid is a development stage company and currently has one Employee, Mr. Clay Larson. Hybrid is currently managed by Clay Larson, its President and Board Chairman and John Morrison, Secretary/Treasurer, Chief Financial Officer and Director and the Board of Directors. Hybrid looks to the Board of Directors and Officers for their technical and entrepreneurial skills and talents. For a complete discussion of the Officer and Director's experience, See "Directors and Executive Officers." Management plans to use consultants, attorneys and accountants as necessary and does not plan to engage any full-time employees in the near future. Hybrid may hire marketing employees based on the projected size of the market and the compensation necessary to retain qualified sales employees. A portion of any employee compensation likely would include the right to acquire stock in Hybrid, which would dilute the ownership interest of holders of existing shares of its common stock.

Available Information And Reports To Securities Holders

Hybrid has filed with the Securities and Exchange Commission a registration statement on Form SB-2 with respect to the common shares of stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. For further information with respect to Hybrid and its common stock, see the registration statement and the exhibits and schedules thereto. Any document Hybrid's files may be read and copied at the Commission's Public Reference Room located at 450 Fifth Street N.W., Washington D.C. 20549, and the public reference rooms in New York, New York, and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further information about the public reference rooms. Hybrid's filings with the Commission are also available to the public from the Commission's website at http://www.sec.gov.

Upon completion of this offering, Hybrid will become subject to the information and periodic reporting requirements of the Securities Exchange Act and, accordingly, will file periodic reports, proxy statements and other information with the Commission. Such periodic reports, proxy statements and other information will be available for inspection and copying at the Commission's public reference rooms, and the website of the Commission referred to above.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis of Hybrid's financial condition and results of operations should be read in conjunction with the Financial Statements and accompanying notes and the other financial information appearing elsewhere in this Prospectus.


This prospectus contains forward-looking statements, the accuracy of which involve risks and uncertainties. Words such as "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions are used to identify forward-looking statements. This prospectus also contains forward-looking statements attributed to certain third parties relating to their estimates regarding the potential markets for Hybrid's products. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. Hybrid's actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Hybrid. described in "Risk Factors" and elsewhere in this prospectus. The following discussion and analysis should be read in conjunction with Hybrid's Financial Statements and Notes thereto and other financial information included elsewhere in this prospectus.

Results Of Operations

During the period from May, 1998 through October 31, 2000, Hybrid has engaged in no significant operations other than organizational activities, the acquisition of the proprietary technology through the acquisition of Hybrid Fuels USA, Inc. and 330420 B.C., Ltd., renamed Hybrid Fuels (Canada), Inc. on a share for share exchange and the preparation for registration of its securities under the Securities Act of 1933, as amended. No revenues were received by Hybrid during this period.

For the current fiscal year, Hybrid anticipates incurring a loss as a result of organizational expenses, expenses associated with registration under the Securities Act of 1933, and expenses associated with setting up a company structure to begin implementing its business plan. Hybrid anticipates that until these procedures are completed, it will not generate revenues, and may continue to operate at a loss thereafter, depending upon the performance of the business.

Hybrid's business plan is to complete the development of an alternate fuels plant, using the proprietary technology acquired by way of the acquisition of Hybrid Fuels, USA, Inc. and 330420 B.C., Ltd. renamed Hybrid Fuels (Canada), Inc., and to operate its business through these two subsidiaries. Hybrid also intends to procure further equity financing and/or a loan to complete the purchase of the beef processing plant, land, buildings and equipment from Mega Holdings, Ltd. Hybrid will then determine the feasibility of marketing the alternate fuels and alternate fuels systems and products in various markets, or to center its activities on the beef processing business with the alternate fuels being part of that operation.

Liquidity And Capital Resources

Hybrid remains in the development stage and, since inception, has experienced no significant change in liquidity or capital resources. Consequently, Hybrid's balance sheet as of September 30, 2000, reflects total assets of $504,375.00 $, in the form of the acquisition of two corporations which owned the proprietary technologies, and a deposit of $170,561.00 on the beef processing plant, land, buildings and equipment and capitalized organizational costs.


Hybrid expects to carry out its plan of business as discussed above. Hybrid has no immediate expenses, however Hybrid does have current liabilities of $239,990.00. Mr. Clay Larson and the Officers and Board of Directors will serve in their capacities with deferred compensation until financial resources are available and a market is developed for the alternate fuels and Hybrid's products.

In addition, Hybrid may engage in a combination with another business. Hybrid cannot predict the extent to which its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity with which Hybrid may eventually combine, if ever. Hybrid has an agreement to purchase a beef processing plant, land, buildings and equipment from $3,000,000 Canadian Dollars. Hybrid has engaged in discussions concerning potential business combinations, but has not entered into any agreement for such a combination.

Hybrid will need additional capital to carry out its business plan or to engage in a business combination if the majority of the shares offered by way of this Prospectus are not sold. No commitments to provide additional funds have been made by management or other shareholders. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to Hybrid or at all.

DESCRIPTION OF PROPERTY

Hybrid currently maintains office space in Kelowna, British Columbia, Canada and Calgary, Alberta. Hybrid does not pay rent, at either location, at this time and the office space in Calgary is shared with other businesses. The Kelowna office is paid by a major shareholder, Sir Donald Craig. The Calgary office is supplied at no cost to the company by a group of potential customers of the Issuer's technologies. Hybrid does not intend to pay rent until this offering is completed. The Canadian addresses are:

#214 - 2791 Highway 97 North
Kelowna, British Columbia, Canada V1X 4J8

#302 - 855 8th Avenue SW
Calgary, Alberta, Canada T2P 3P1

Hybrid does not believe that it will need to obtain additional office space at any time in the foreseeable future until its business plan is more fully implemented.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No director, executive officer or nominee for election as a director of Hybrid, and no owner of five percent or more of Hybrid's outstanding shares or any member of their immediate family has entered into or proposed any transaction in which the amount involved exceeds $35,000.


MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is a limited established public trading market which exists on the National Quotations Bureau's "Pink Sheets" for Hybrid's securities. Hybrid has no common equity subject to outstanding purchase options or warrants. Hybrid has no securities convertible into its common equity. There is common equity that could be sold pursuant to Rule 144 under the Securities Act. Hybrid has not agreed to register any existing securities under the Securities Act for sale by shareholders. Except for this offering, there is no common equity that is being, or has been publicly proposed to be, publicly offered by Hybrid.

As of November, 1, 2000, there were 19,687,620 shares of common stock outstanding, held by 253 shareholder of record. Upon effectiveness of the registration statement that includes this prospectus, a portion of Hybrid's outstanding shares will be eligible for sale.

To date has not paid any dividends on its common stock and does not expect to declare or pay any dividends on its common stock in the foreseeable future. Payment of any dividends will depend upon Hybrid's future earnings, if any, its financial condition, and other factors as deemed relevant by the Board of Directors.

EXECUTIVE COMPENSATION

No officer or director has received any remuneration from Hybrid. Although there is no current plan in existence, it is possible that Hybrid will adopt a plan to pay or accrue compensation to its officers and directors for services related to the implementation of Hybrid's business plan. Hybrid has no stock option, retirement, incentive, defined benefit, actuarial, pension or profit-sharing programs for the benefit of directors, officers or other employees, but the Board of Directors may recommend adoption of one or more such programs in the future. Hybrid has employment contracts with key personnel but has no compensatory plan or arrangement with any executive officer of Hybrid. The Officers and Directors currently do not receive any cash compensation from Hybrid for their services as officers, nor do they receive any cash compensation for their services as a member of the Board of Directors. There is no compensation committee, and no compensation policies have been adopted. However, the officers and directors will receive an amount of restricted shares of common stock in exchange for their services, such amount has not been determined as of the date of this filing. See "Certain Relationships and Related Transactions."


FINANCIAL STATEMENTS

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Hybrid's Articles of Incorporation provide that it must indemnify its directors and officers to the fullest extent permitted under Nevada law against all liabilities incurred by reason of the fact that the person is or was a director or officer of Hybrid or a fiduciary of an employee benefit plan, or is or was serving at the request of Hybrid as a director or officer, or fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

The effect of these provisions is potentially to indemnify Hybrid's Directors and Officers from all costs and expenses of liability incurred by them in connection with any action, suit or proceeding in which they are involved by reason of their affiliation with Hybrid. Pursuant to Nevada law, a corporation may indemnify a director, provided that such indemnity shall not apply on account of: (a) acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law; (b) unlawful distributions; or (c) any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property, or services to which the director was not legally entitled.

The Bylaws of Hybrid, filed as Exhibit 1.3, provide that it will indemnify its officers and directors for costs and expenses incurred in connection with the defense of actions, suits, or proceedings against them on account of their being or having been directors or officers of Hybrid, absent a finding of negligence or misconduct in office. Hybrid's, Bylaws also permit it to maintain insurance on behalf of its officers, directors, employees and agents against any liability asserted against and incurred by that person whether or not Hybrid has the power to indemnify such person against liability for any of those acts.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The securities are being registered for the account of selling shareholders, and all of the following expenses will be borne by such shareholders. The amounts set forth are estimates except for the SEC registration fee:

SEC  registration  fee. . . . . . . . . . . . . . . . . . . . . .$264.00
Printing  and  engraving  expenses. . . . . . . . . . . . . . . . 750.00
Attorneys'  fees  and  expenses . . . . . . . . . . . . . . . .$5,000.00
Accountants'  fees  and  expenses . . . . . . . . . . . . . .$15,0000.00
Transfer  agent's  and  registrar's  fees  and  expenses. . . .$1,200.00
Miscellaneous. . . .  . . . . . . . . . . . . . . . . . . . . .$1,500.00

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $23,714.00

The Registrant will bear all expenses shown above.


RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of Hybrid's securities without registration since its formation. No such sales involved the use of an underwriter and no commissions were paid in connection with the sale of any securities.

In June, 2000, 1,500,000 common shares of stock were sold at a price of $.10 (ten cents) per share under Rule 504D Exemption provision of the Securities Act of 1933, as amended and was registered in the State of Colorado.

EXHIBITS

The following exhibits are filed as part of this Registration Statement:

EXHIBIT
NUMBER DESCRIPTION

1.0 Certificate of Incorporation
1.1 Articles of Incorporation
1.2 Articles of Merger
1.3 Bylaws
2.1 Specimen Stock Certificate
2.2 Stock Subscription Agreement
3.1 Opinion re: legality
3.2 Consent of Legal Counsel
3.3 Consent of Independent Auditors
4.1 Financial Statements


UNDERTAKINGS

The Registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the Offering of the securities of the securities at that time to be the initial bona fide Offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the Offering.

(4) Provide to the Underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

(5) For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.

(6) For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and the offering of the securities at that time as the initial bona fide offering of those securities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kelowna, British Columbia, Canada, on November 1, 2000.

HYBRID FUELS, INC.

By:

Clay Larson, President and Board Chairman

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates stated.

November 1, 2000

Clay Larson President, Board Chairman


John Morrison Secretary, Director

[Seal of
SECRETARY OF STATE

STATE OF NEVADA]

CORPORATE CHARTER

1. DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that HYPRID FUELS, INC., did on May 28, 1998, file in this office the original Articles of Incorporation; that said articles are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office, In Carson City, Nevada, on December 1, 1999.
[Seal of State
of Nevada]

/s/  Dean  Heller
Secretary  of  State

By:  /s/
Certification  Clerk


ARTICLES OF INCORPORATION
OF
FIBER GLASS INDUSTRIES CORP, OF AMERICA

We, the undersigned, hereby associate ourselves together for the purpose of becoming a corporation under the laws of the State of Florida, providing for the formation of a corporation for profit, with the power, rights, privileges and immunities hereinafter mentioned, and we make, subscribe and acknowledge, and file with the Secretary of State of Florida, these Articles of Incorporation, and to that end we do by these Articles set forth:

ARTICLE I

The name of this corporation shall be FIBER GLASS INDUSTRIES CORP. of
AMERICA.

ARTICLE II

The general nature of the business, objects and purpose proposed to be carried on and transacted, are to do any and all things allowed and permitted to be done by corporations under the Statutes of the State of Florida, and to do any and all things hereinafter mentioned us fully and to same extent as natural person might or could do, to-wit;
(a) To engage in any commercial, industrial and agricultural enterprise calculated or designed to be profitable to this corporation and in conformity with the laws of the State of Florida. To generally engage in, to, and perform, any enterprise, act or vocation that a natural person might or could do or perform; To) engage in the manufacture, sale, purchase, importing and exporting of merchandise and personal property of all manner and description, to act as agents for the purchase, sale and handling of goods, wares, and merchandise of any and all types and description for the account of the corporation or as factors, agent, procedure, or otherwise for or on behalf of another.


(b) To buy, sell, trade, manufacture, deal in and with goods, wares and merchandise of every kind and nature, and to carry on such business as wholesalers, retailers, importers and exporters; to acquire all such merchandise, supplies, materials and other articles as shall be necessary or incidental to such business.
(c) To buy, sell trade, manufacture, deal in and with fiber glass products of every kind, character and nature and to carry on such business as wholesalers, retailers, importers, exporters and manufacturers and to acquire all such merchandise, supplies, materials and other articles necessary or incidental to such business.
(d) To purchase, acquire, apply for secure, hold, or own any and all copyrights, trademarks, trade names and distinctive marks; and to license, lease, or authorize the use thereof by other persons, firms or corporations.
(e) To buy, sell, trade, manufacture, deal in, and deal with goods, wares and merchandise of every kind and nature, and to carry on such business as wholesalers, retailers, importers and exporters; to acquire all such merchandise, supplies, materials, and other articles as shall be necessary or incidental to such business; to hold, acquire, mortgage, lease, and convey real and personal property in any part of the world, so far as necessary or expedient in conducting the business of the corporation; and to have any and all powers above set forth as fully as natural persons, whether as principals, agents trustees, or otherwise.
(f) To purchase or otherwise acquire letters patent, concessions, licenses, inventions, rights, and privileges, subject to royalty or otherwise, and whether exclusive, non-exclusive, or limited, or any part interest in such letters patent, concessions, licenses, inventions, rights and privileges, whether in the United States or in any other part of the world. To sell, let or grant any patent rights, concessions, licenses, inventions, rights or privileges belonging to the company, or which it may acquire, or any interest on the same.


To register any patent or patents for any invention or inventions, or obtain exclusive or other privileges in respect of the same, in any part of the world, and to apply for, exercise, use, or otherwise deal with or turn to account any patent rights, concessions, monopolies, or other rights or privileges, either in the United States or in any other part of the world.
(g) To manufacture, buy, sell, deal in, and to engage in, conduct and carry on the business of manufacturing, buying, selling and dealing in goods, wares, and merchandise of every class and description.
(h) To buy, sell, exchange and invest in real properties, improved and unimproved, and buildings of every class and description; to improve, manage, operate, sell, buy, mortgage, lease or otherwise acquire or dispose of any property real or personal, and take mortgages and assignment of mortgages upon the same; to make and obtain loans upon real estate, improved or unimproved, and upon personal property, giving or taking evidences of indebtedness and securing the payment thereof by mortgage, trust deed, pledge or otherwise; to enter into contracts to buy or sell any property, real or persona; to buy and sell mortgages, trust deeds, contracts and evidences of indebtedness; to purchase or otherwise acquire, for the purpose of holding or disposing of the same, real or personal property of every kind and description, including the good will, stock, rights, and property of any person, firm, association or corporation, paying for the same in cash, stock or bonds of this corporation; to draw make accept, indorse, discount, execute and issue promissory notes, bills of exchange, warrants, bonds, debentures, and other negotiable instruments or transferable instruments, or obligations of the corporation, from time to time, for any of the objects or purposes of the corporation; to carry on all or any of its operations without restriction or limit as to amount; to purchase, acquire, hold, own, mortgage, sell, convey or otherwise dispose of real or personal property, of every class and description in any state, district, territory, colony or foreign country subject to the laws of such state, territory, or foreign country.
(i) To borrow money and contract debts when necessary for the transaction of the business or for the exercise of its corporate rights, privileges, or franchises or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debenture and other obligations and evidence of indebtedness, payable at a specified event or events whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or for any other lawful objects.
(j) To guaranty, hold, purchase, sell, assign, pledge, mortgage or otherwise dispose of the shares of capital stock or any bonds, securities, or evidence of indebtedness created by, any other corporation or corporations of this State, or any other States or Government, and while the owner of such stock to exercise all the rights, powers and privileges of ownership, including the right to vote thereon.
(k) The purposes specified herein shall be construed both as purposes and powers and shall in no wise be limited or restricted by reference to, or inference from, the terms of any other clause in this or any other Article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of the general terms or of the general powers of the corporation under the laws of the State of Florida; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.
(l) To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Articles of Incorporation or any amendment thereof or necessary or incidental for the protection or benefit of the corporation, and in general attainment similar in nature to the objects set forth herein.


ARTICLE III

The maximum number of shares of stock which the corporation is authorized to issue and have outstanding at any time is five hundred thousand shares (500,000) shares of common stock, which shall have a par value of $0.10 per share

ARTICLE IV

The amount of capital with which this corporation will begin business is not less than the sum of SIX THOUSAND NINE HUNDRED DOLLARS and 20/100 DOLLARS ($6,900.20).

ARTICLE V

The existence of this corporation shall be perpetual unless sooner dissolved according to law.

ARTICLE VI

The principal place of business of this corporation is to be located at 730
N. W. 59th street, Miami, Dade County, Florida.

ARTICLE VII

The number of Directors of this corporation shall not be less than three
(3) nor more than eight (8)

ARTICLE VIII

The names and post office addresses of the first Board of Directors are as follows:

JOHN C. SCOTT, Sr. 730 N. W. 59th Street, Miami, Florida JOHN C. SCOTT, Jr. 730 N. W. 59th Street, Miami, Florida BETTY J. MILLER 410 Navarre Street, Coral Gables, Florida.

who shall hold office for the first year of the corporation, or until their successors are elected and have qualified.

ARTICLE IX

The names and post office addresses of each subscriber of the Articles of Incorporation, the officers, the amounts that they are investing in the business, and a statement of the number of shares of stock which he or she agrees to take, are as follows:

JOHN  C.  SCOTT,  Sr.     730  N.  W.  59th  street,     69,000  shares
President-Treasurer       Miami,  Florida.                $6,900.00

JOHN  C.  SCOTT,  Jr.     730  N.  W.  59th  street          1  share
Vice  President           Miami,  Florida.                    $0.10

BETTY  J.  MILLER         410  Navarre  Street               1  share
Secretary                 Coral  Gables,  Florida             $0.10

-5-

ARTICLE X

The Directors of the corporation, in addition to the powers conferred by the laws of the State of Florida, shall have the power to make, alter, and repeal the By-laws, and to set apart, reserve or reserves for any proper purpose, and to alter or abolish such reserve.
(a) The corporation shall have the first lien on the shares of it's members' stock and upon all dividends due them for any indebtness by such members to the corporation.;
(b) The private property of the stock holders shall not be subject to the payment of the corporate debts to any extent whatsoever.
(c) The corporation shall have full power and lawful authority to accept property, real, personal, or mixed, labor and services, in payment for shares of its capital stock, in lieu of cash, at a just valuation, to be fixed by its Board of Directors.
(d) The shares of the capital stock of the corporation when certificates thereof shall be issued, shall be fully paid and non-accessible.
(e) Shares of Capital stock of the corporation shall be transferred only on the books of the corporation by the holder thereof on person or by his attorney, upon the surrender and cancellation of a certificate or certificates for a like number of shares.
(f) The number of Directors of the corporation shall be fixed and may be provided in the By-laws. In case of any increase in the number of directors, the additional directors may be elected by the directors, or by the stockholders at an annual or special meeting, as shall be provided in the By-laws.
(g) At all elections of the Directors of this corporation each stockholder shall be entitled to as many votes as shall be equal to the number of his shares of stock, multiplied by the number of directors o be elected, and he may cast all of such votes for a single Director, or may distribute them among the number to be voted for, or any two or more of them, as he may see fit.


(h) The Directors shall have power, with the consent in writing of a majority of the holders of the voting stock issued and outstanding, or upon the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power, to sell, lease, or exchange all of its property and assets, including its good will and corporate franchises, upon such terms and conditions as the Board of Directors deem expedient and for the best interest of the corporation.
(i) The Directors shall also have the power to determine the use and disposition of any surplus or net profits over and above the capital stock paid in, and in their discretion may use and apply and such surplus or accumulated profits in purchasing or acquiring the bonds or other obligations of shares of capital stock so purchased and/or acquired may be resold, unless such shares shall have been retired for the purpose of decreasing the corporation's capital stock as provided by law.
(k) The Director's in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders, or at any meeting of the stockholder's called for the purpose of considering any such


act or contract, and any contract or act shall be approves or be ratified by the vote of the holders of a majority of the capital stock of the company which is represented in person or by proxy at such meeting (provided, that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid as binding upon the corporation or ratified by every stockholders of the corporation ,whether of not the contract or act would otherwise be open to legal attack because of Director's interest, or for any other reason.
IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed our seals at Miami, Dade County, Florida, this 25th day of February, A.D. 1960

/s/  JOHN  C.  SCOTT, Sr.   (Seal)
----------------------------
JOHN  C.  SCOTT,  Sr.

/s/  JOHN  C.  SCOTT, Jr.   (Seal)
----------------------------
JOHN  C.  SCOTT,  Jr.

/s/  BETTY J.  MILLER       (Seal)
----------------------------
BETTY  J.  MILLER

STATE OF FLORIDA:

ss:

COUNTY of DADE :

I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to take oaths and acknowledgements under the laws of the state of Florida, JOHN C. SCOTT, Sr., JOHN C. SCOTT, Jr. and BETTY J. MILLER to me well known to be the persons described in and who executed the forgoing Articles of Incorporation of FIBER GLASS INDUSTRIES CORP. of AMERICA, and they acknowledged before me, each for himself or herself and not one for the other, that they executed the same freely and voluntarily and for the purpose therein expressed.

WITNESS my hand and official seal at Miami, Dade County , Florida, the 24th day of February, A.D. 1960.

                                      /s/
                                      Notary Public, State of Florida at Large

My  Commission  expires:


STATEMENT OF AMENDMENT OF CERTIFICATE
AND ARTICLES OF INCORPORATION OF FIBER
GLASS INDUSTRIES CORP. of AMERICA

We, the undersigned being all of the directors and stockholders of FIBER GLASS INDUSTRIES CORP. of AMERICA, a Florida Corporation, by this written statement, manifest our intent that certain amendment of the Articles and Certificate of Incorporation as herein after set forth, be made, that is to say:

It was resolved: That section (g) of Article X, of the ARTICLES OF INCORPORATION OF FIBER GLASS INDUSTRIES CORP. of AMERICA, be amended to read as follows:

(g) At all elections of the directors of this Corporation, the Directors shall be chosen by a parity of the votes cast at such election

IN WITNESS WHEREOF: we have hereunto affixed our hands and the corporate seal of the above corporation, at Miami, Dade County, Florida, this 18 day of

May, 1960

/s/  JOHN  C.  SCOTT,  Sr.
----------------------------------
JOHN  C.  SCOTT,  Sr.

/s/  JOHN  C.  SCOTT, Jr.
----------------------------------
JOHN  C.  SCOTT,  Jr.

/s/  BETTY  J.  MILLER
----------------------------------
BETTY  J.  MILLER

SWORN TO and subscribed before me this 18 day of May, 1960.

/s/  John  E  Bakers
----------------------------------
     Notary  Public


STATEMENT ON AMENDMENT OF CERTIFICATE
AND ARTICLES OF INCORPORATION OF FIBER
GLASS INDUSTRIES CORP. OF AMERICA.

We the undersigned being all of the directors and stockholders of FIBER GLASS INDUSTRIES CORP. of AMERICA, a Florida corporation, by this written statement, manifest our intent that a certain amendment of the Articles and Certificate of Incorporation as hereinafter set forth, be made, that is to say:

Be It Resolved: That Section (d) of Article I, of the Articles of Incorporation of FIBER GLASS INDUSTRIES CORP. OF AMERICA, be amended said as follows:

"The shares of the capital stock of the corporation, when certificates thereof shall be issued, shall be fully paid and nonassessable, and no holder of stock corporation shall be entitled as such, as a matter of right, to purchase or subscribe for any stock of any which the corporation may issue or sell, whether or not exchangeable for any stock of the corporation of any class or classes and whether out of unissued shares authorized by the certificate of incorporation of the corporation as originally filed or by any amendment thereof or out of shares of stock of the corporation acquired by it after the issue thereof, nor shall he be entitled to any right of the subscription to any thereof; nor shall any holder of any shares of the capital stock of the corporation be entitled to such, as a matter of right, to purchase or subscribe for any obligation which the corporation may issue or sell that shall be convertible into or exchangeable for any shares of the stock of the corporation of any class or classes, or to which shall be attached or appurtenant any warrant or warrants or other instrument or instruments that shall confer upon the holder or holders of such obligation the right to subscribe for or purchase from the corporation any shares of its capital stock of any class or classes."

IN WITNESS WHEREOF, we have hereunto affixed our hands and the corporate seal of the above corporation, at Kimi, Dade County, Florida, this 19th day of

July, 1960.

/s/  John  C.  Scott,  Sr.
------------------------------
John  C.  Scott,  Sr.


/s/  John  C.  Scott,  Jr.
------------------------------
John  C.  Scott,  Jr.


/s/  Betty  J.  Miller
------------------------------
Betty  J.  Miller

SWORN TO and subscribed before me this 3 day of August, 1960.

/s/  Harold  Reinfield
------------------------------
Harold  Reinfield
Notary  Public


CERTIFICATE OF CORPORATE AMENDMENT

I HEREBY CERTIFY that the following is a true and correct copy of an Amendment to the Corporate Charter of Fiber Glass Industries Corp. of America, which resolution was due passed at a meeting of the stockholders held on June 22, 1968 and subsequently approved at a Board of Directors meeting held on June 22, 1964.

RESOLVED that Article III of the Articles of Incorporation of FIBER GLASS INDUSTRIES CORP. OF AMERICA be and the same are hereby amended so as to change the authorized number of shares of capital stock which the corporation shall be allowed to have outstanding at any time from 500,000 shares Common Stock, par value of $0.10 per share, to 1,500,000 shares, par value $0.10 per share.

Given under my hand and the seal of the corporation affixed hereto this 29th day of September, 1964 at Misleah, Dade County, Florida.

/s/  J. T. Hogeland
------------------------------
J. T. Hogeland


FOURTH CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
FIBER GLASS INDUSTRIES CORP. OF AMERICA
to be known as
ROCKET-ATLAS CORPORATION

FIBER GLASS INDUSTRIES CORP. OF AMERICA, a Florida corporation, under its corporate seal and the hand of the President, WILLIAM S. BARKETT, SR., and its Secretary, WILLIAM S. BARKETT, JR., hereby certify that:

I

The Board of Directors of FIBER GLASS INDUSTRIES CORP. OF AMERICA, in response to a Call and Waiver of Notice, held a Meeting on July 30, 1965, at 8:00 p.m., at 5100 N. W. 79 Avenue, Miami, Florida, all of its Directors being present, at which meeting a Resolution was approved and adopted amending ARTICLE ONE of the Certificate of Incorporation as follows:

"ARTICLE I"

"The name of this corporation shall be ROCKET-ATLAS CORPORATION."

II

That at a meeting of the Stockholders of said corporation, in response to a Written Notice, on August 12, 1965, at 2:00 p.m., at 310 Ainsley Building, Miami, Florida, all of the Stockholders being present, the aforesaid Resolution of Amendment to the Certificate of Incorporation was unanimously approved and adopted.

IN WITNESS WHEREOF, the corporation has caused this First Certificate of Amendment to Certificate of Incorporation to be signed in its name by its President, attested to by its Secretary, and its


(c) All shares of stock shall be non-cumulative as to voting rights.

(d) All shares of stock shall be fully paid and non- assessable when issued.

II

That, in response to a written notice thereof, duly mailed to all the stockholders of record in compliance with the by-laws of said corporation appertaining thereto, a Special Meeting of Stockholders of ROCKET-ATLAS CORPORATION was held on August 29, 1966, beginning at 4:00 o'clock in the afternoon, at the principal offices of the company, 5100 N.W. 79th Avenue, Miami, Florida, at which meeting a substantial majority of the outstanding shares of stock, all of which is entitled to vote, were present. The aforesaid Resolution adopted by the Directors on July 28, 1966, amending Article I and Article III of the Certificate of Incorporation and Amendments Thereto, changing the name of the corporation and amending the authorized capital stock, respectively, was unanimously adopted and approved by all stockholders present.

IN WITNESS WHEREOF, the said corporation has caused this Amendment to the Certificate of Incorporation and Amendments thereto to be executed for it and in its name by its President and attested to by its Secretary, both of whom have full power, instructions, and authority to do so, and its corporate seal to be hereunto affixed, on this 21st day of November, 1966.

ROCKET-ATLAS CORPORATION
(Hereinafter to be known as ROCKET
INDUSTRIES CORPORATION)

                                  By:  /s/  William  S.  Barkett, Sr.
                                     -------------------------------
                                     WILLIAM  S.  BARKET,  SR.,  President


Attest:
/s/  William  S.  Barkett,  Jr.
-------------------------------
WILLIAM S. BARKET, JR., Secretary


STATE OF FLORIDA )

SS

COUNTY OF DADE )

On this day personally appeared before me, the undersigned authority, WILLIAM S. BARKETT, SR., and WILLIAM S. BARKETT, JR., President and Secretary, respectively, of ROCKET-ATLAS CORPORATION, hereafter to be known as ROCKET INDUSTRIES CORPORATION, a Florida corporation, and they acknowledged that they executed the foregoing Fifth Amendment to the Certificate of Incorporation and Amendments Thereto, as such officers for and in behalf of said corporation, after having been duly authorized to do so.

WITNESS my hand and official seal at Miami, Florida, this 21st day of November, 1996.


Notary Public, State of Florida at Large
NOTARY PUBLIC, STATE OF FLORIDA AT LARGE
My commission expires: MY COMMISSION EXPIRES JAN. 31, 1972

FIFTH CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
AND AMENDMENTS THERETO
OF
ROCKET-ATLAS CORPORATION
FORMERLY KNOWN AS
FIBER GLASS INDUSTRIES CORP. OF AMERICA

ROCKET-ATLAS CORPORATION, a Florida corporation, under its corporate seal and the hands of its President, WILLIAM S. BARKETT, SR., and its Secretary, WILLIAM S. BARKETT, JR., hereby certify as follows:

I

That the Board of Directors of ROCKET-ATLAS CORPORATION, in response to a Call and Waiver of Notice, held a meeting on July 28, 1996, beginning at 7:00 o'clock P.M., at 5100 N. W. 79th Avenue, Miami, Florida, at which all of the Directors were present; that a Resolution was approved and adopted amending Article 1 and Article 111 of the Certificate of Incorporation and Amendments thereto to read as follows:

Article I Name

The name of this corporation shall be ROCKET INDUSTRIES, INC.

Article III Authorized Capital Stock

The authorized capital stock of this corporation shall be Three Million (3,000,000) shares, with the par value of five cents (.05) per share, for an aggregate value of One Hundred Fifty Thousand Dollars ($150,000.00).

(a) All shares shall have equal voting rights and privileges.

(b) The authorized shares of stock as issued by this corporation shall not have pre-emptive


Corporate Seal to be hereunto affixed, this 31st day of August, 1966.

FIBER GLASS INDUSTRIES CORP. OF
AMERICA, to be known as ROCKET-ATLAS
CORPORATION

                                            BY  /s/  William S. Barkett, Sr.
                                              ----------------------------------
                                                William  S.  Barkett,  Sr.
                                                President


/s/  William S. Barkett, Jr.
--------------------------------
William  S.  Barkett,  Jr.
Secretary

STATE OF FLORIDA )

) ss.

COUNTY OF DADE )

On this day, personally appeared before me, the undersigned authority, WILLIAM S. BARKETT, SR., and WILLIAM S. BARKETT, JR., President and Secretary respectively of FIBER GLASS INDUSTRIES CORP. OF AMERICA, a Florida corporation, and they acknowledged that they executed the foregoing First Amendment to the Certificate of Incorporation changing the corporate name to ROCKET-ATLAS CORPORATION, as such Officers and for and in behalf of said corporation, after having been duly authorized to do so,

Witness my hand and seal at Miami, Florida, this 31st day of August,

1966.


Notary Public, State of Florida at Large

My commission expires:


ARTICLES OF AMENDMENT OF
POLO INVESTMENT CORP. OF MISSOURI, INC.

Article 1 of the Articles of Incorporation of POLO INVESTMENT CORP. OF

MISSOURI, INC., is hereby amended to read:

ARTICLE I

The name of this corporation shall be:


MEDICAL ADVANCED SYSTEMS, INC.

All other paragraphs and articles of the Articles of Incorporation shall remain unchanged.

The foregoing amendment was adopted by the shareholders on the 2nd day of

Aug. 1985, and was signed and attested to by the President and Secretary.

/s/  Frank Nolly
-------------------------------
Frank Nolly
President


Secretary

STATE OF FLORIDA
COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this 13th day of

September, 1985, by the above persons known to me to be the President and Secretary of POLO INVESTMENT CORP OF MISSOURI, INC


Notary Public, State of Florida at Large

My Commission Expires:

AMENDMENT OF ARTICLES OF ROCKET INDUSTRIES, INC, a FLORIDA CORPORATION

January 27, 1984

The name of the Corporation is Rocket Industries, Inc. The shareholders at the meeting of January 27, 1984, did pursuant to the Articles of Incorporation and by laws voted to change the articles as follows:

1. The name to Polo Investment Corp. of Missouri, Inc.

2. At the same meeting, the shareholders voted to increase the number of shares from 1,000,000 to 10,000,000 with no change in the authorized capital of the company

Signed:                                   /s/  Buck  Krieger
                                          --------------------------------------
                                          George H. (Buck) Krieger, President &
                                          Chairman  of  the  Board


                                          /s/  Connie N. Jeffers
                                          --------------------------------------
                                          Connie N. Jeffers, Secretary-Treasurer

Attested

/s/  Helen  Krieger
-------------------------
Helen  Krieger


ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MEDICAL ADVANCED SYSTEMS, INC.
A FLORIDA CORPORATION

Pursuant to the provisions of the corporations laws of the state of Florida, the undersigned corporation hereby adopts the following Articles of Amendment to its Articles of Incorporation.

FIRST: The name of the corporation is Medical Advanced Systems, Inc.

SECOND: The following amendments to the articles of incorporation were duly adopted by the shareholders of the corporation:

ARTICLE I

The name of the corporation is POLO EQUITIES, INC.

ARTICLE III

The corporation shall be authorized to issue Fifty Million (50,000,000) shares of its capital stock, which shall be designated as common voting stock, with a par value of One-Tenth cent ($.001) per share. Such shares shall be non-assessable and shall have no preemptive rights. Shareholders shall not be allowed to cumulate their votes.

THIRD: The foregoing amendments to the articles of incorporation were duly adopted by the shareholders at a special meeting therefor, upon notice duly given to the shareholders, on the 14th day of May, 1993, in the manner prescribed by the laws of the state of Florida.

FOURTH: The number of shares of the corporation issued and outstanding, and the number of shares voting at such shareholder meeting in favor of the foregoing amendments, was 3,000,000, and the number voting against was none.

The undersigned hereby certify that they have executed the foregoing Certificate Amending the Articles of Incorporation, this 14th day of May, 1993.

President: /s/ Justine Blankenship Secretary: /s/ Danni Mudih

  FILED 1993  JUN -3
  SECRETARY OF STATE
TALLAHASSEE, FLORIDA

Page Two
Amendment of Articles
Polo Equities, Inc. fka Medical Advances Systems, Inc.

State of Utah )
)ss
County of Salt Lake )

On the 14th day of May, 1993, personally appeared before me the above

signed persons. Known to me to be the president and secretary, and the above-named persons whose names are subscribed to the foregoing Certificate Amending Articles of Incorporation for the said corporation, and acknowledge to me under oath that they executed the same.

[Notary Public Seal
Janis A. Patterson]

/S/  Janis  A.  Patterson
-------------------------
Notary  Public


FILED
SECRETARY OF STATE
DIVISION OF CORPORATIONS
97 MAR -3 AM 8:52

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
POLO EQUITIES, INC.
Previously known as
MEDICAL ADVANCED SYSTEMS, INC.
A Florida corporation

Pursuant to the provisions of the Business Corporations Law of the State of Florida, the undersigned corporation hereby adopts and files the following Articles of Amendment to its Articles of Incorporation in lieu of those filed with office of the Secretary of State of Florida on June 3, 1993.

FIRST: Article I of the Amendments to the Articles of Incorporation filed on June 3, 1993 is hereby repealed in its entirety and the following Article I is substituted therefore as if it had been part of the June 3, 1993 amendments.

ARTICLE I

NAME

The name of the corporation is Polo Equities, Inc.

SECOND: Article III of the Amendments to the Articles of Incorporation filed on June 3, 1993 is hereby repealed in its entirety and the following Article III is substituted therefore as if it had been part of the June 3, 1993 amendments.

ARTICLE III

The corporation shall be authorized to issue Fifty Million (50,000,000) common shares of common stock with a par value of One Mil ($0.01) per share. Such shares shall be non-assessable, shall have no pre-emptive rights, shall not be subject to cumulative voting, and shall have equal rights of distribution of all other common shares.

THIRD: the foregoing amendments to the Amendments to the Articles of Incorporation were first adopted by the shareholders of the corporation at a special meeting thereof which was held on May 14, 1993. The aforesaid amendments were readopted by the shareholders of the corporation at a meeting of stockholders, called and help pursuant to the laws of the state of Florida, on September


FILED
SECRETARY OF STATE
STATE OF NEVADA
MAY 28, 1998

ARTICLES OF INCORPORATION
OF
POLO EQUITIES, INC.

The undersigned, a natural person being more than eighteen years of age, acting as incorporator of a corporation pursuant to the provisions of the General Corporation Laws of the State of Nevada, does hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE I
NAME

The name of the corporation is Polo Equities, Inc.

ARTICLE II
DURATION

The purposes for which this corporation is organized are:

ARTICLE III
PURPOSES

Section 1. To engage in any lawful business or activity which may be conducted under the laws of the State of Nevada or any other state of nations wherein this corporation shall be authorized to transact business.

Section 2. To purchase or otherwise acquire, own mortgage, sell manufacture, assign and transfer or otherwise dispose of, invest, trade, deal, in and with real and personal property, of every kind, class, and description.

Section 3. To issue promissory notes, bonds, debentures, and other evidences of indebtedness in the furtherance of any of the stated purposes of the corporation.

Section 4. The enter into of execute contracts of any kind and character, sealed or unsealed, with individuals, firms, associations, corporations (private, public or municipal), political subdivisions of the United States or with the Government of the United States.


Section 5. To acquires and develop any interest in patents, trademarks and copyrights connected with the business of the corporation.

Section 6. To borrow money, without limitation, and give a lien on any of its property as security for any borrowing.

Section 7. To acquire by purchase, exchange or otherwise, all, or any part of, or any interest in, the properties, assets, business and good will of any one or more persons, firms, associations, or corporation either within or out of the State of Nevada heretofore or hereafter engaged in any business for which a corporation may now or hereafter be organized under the laws of the State of Nevada; pay for the same in cash, property or the corporation's own or other securities; hold, operate, reorganize, liquidate, sell or in any manner dispose of the whole or any part thereof; and in connection therewith, assume or guaranty performance of any liabilities, obligations or contracts of such persons, firms, associations or corporations, and so conduct the whole or any part of any business thus required.

Section 8. To purchase, receive, take, acquire or otherwise acquire, own and hold, sell, lend, exchange, reissue, transfer or otherwise dispose of, pledge, use, cancel, and otherwise deal in and with the corporation's shares and its other securities from time to time to the extent, in the manner and upon terms determined by the Board of Directors; provided that the corporation shall not use its funds or property for the purchase of its own shares of capital stock when its capital is impaired or when the purchase would cause any impairment of corporation's capital, except to the extent permitted in law.

Section 9. To reorganize, as an incorporator, or cause to be organized under the laws of any State of the United States of America, or of any commonwealth territory, agency of instrumentality of the United States of America, or of any foreign country, a corporation or corporations for the purpose of conducting and promoting any business or purpose for which corporations may be organized, and to dissolve, wind up, liquidate, merge or consolidate any such corporation or corporations or to cause the same to be dissolved, wound up, liquidated, merged or consolidated.

Section 10. To do each and every thing necessary, suitable or proper for the accomplishment of any of the purposes or the attainment of any of the objects herein enumerated, or which shall at any time appear conductive to or expedient for the protection or benefit of the corporation.


Article IV
Capitalization

Section 1. The authorized capital of this corporation shall consist of the following stock: Fifty million common shares par value $.001 per share. Each common share shall have equal rights as to voting and in the event of dissolution and liquidation. There shall be no cumulative voting by shareholders.

Section 2. The shareholders shall have no preemptive rights to acquire any shares of this corporation.

Section 3. The common and preferred stock of the corporation, after the amount of the subscription price has been paid in, shall not be subject to assessment to pay the debts of the corporation.

Article V
Principal Office

The address of the registered office of the corporation is International Venture Capital and Advisory, Inc., with the address at Suite 210, 3340 Topaz Ave., city of Las Vegas, county of Clark, zip code 89121, State of Nevada. The corporation may maintain such other office, either within or out of the State of Nevada, as the Board of Directors may from time to time determine or the business of the corporation may require.

Article VI
Directors

The corporation shall be governed by a Board of Directors. The shall be one (1) or more directors as to serve, from time to time, as elected by the Shareholders, or by the Board of Directors in the case of a vacancy. The original Board of Directors shall be comprised of one (1) person and the name and address of the person who is to serve as director until the first annual meeting of shareholders and until successors are elected and shall is:

Iris McCamman
3340 Topaz, Suite 210
Las Vegas, Nevada 89121


Article VII
Indemnification

As the Board of Directors may from time to time provide in the By-laws or by resolution, the corporation may indemnify its officers, directors, agents and other persons to the full extent permitted by the laws of the State of Nevada.

Article VIII
Incorporator

The name and address of the incorporator is:

Nathan Drage
3340 Topaz, Suite 210
Las Vegas, Nevada 89121

Dated  this  27th  day  of  May,  1998.


               /s/  Nathan  Drage
               ------------------
               Nathan  Drage


NOTARY CERTIFICATE

State  of  Nevada     )
                      )  ss.
County  of  Clark     )

On the 27th day of May, 1998, personally appeared before me, a Notary Public, who acknowledged that Nathan Drage executed the foregoing Articles of Incorporation of Polo Equities, Inc.

/s/  Dawn  Whitbeck
-------------------
Notary  Public

My Appointment Expires:  5-13-01    [NOTARY  PUBLIC  SEAL
                         -------     STATE  OF  NEVADA
                                     County  of  Clark
Residing in:  Nevada                 DAWN  WHITBECK
              ------                 in Witness
                                     My Appointment Expires May  13, 2001]


FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

MAY 08 1998

C 12528-98

/s/  Dean  Heller
-----------------
DEAN  HELLER,  SECRETARY  OF  STATE

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT

In the matter of Polo Equities, Inc., International Venture Capital and Advisory, Inc., with the address at Suite 210, 3340 Topaz Ave., city of Las Vegas, County of Clark, zip code 89121, State of Nevada, hereby accepts the appointment as Resident Agent of the above entitled corporation in accordance with NRS 78.090.

FURTHERMORE, the mailing address for the above registered office is the same as the above address.

In witness whereof, the duly authorized officer has hereunto set his hand this 27th day of May 1998.

International Venture Capital and Advisory, Inc. Resident Agent

By:  /s/ Nathan W. Drage
     -----------------------------
     Nathan  W.  Drage,  President


NRS 78.090 Except during any period of vacancy described in NRS 78.097, every corporation must have a resident agent, who may be either a natural person or a corporation, resident or located in this state. Every resident agent must have a street address, where he maintains an office for the service of process, and may have a separate mailing address such as a post office box, which may be different from the street address. The address of the resident may be any bank or banking corporation, or other corporation, located and doing business in this state. The certificate of acceptance must be filed at the time of the initial filing of the corporate papers.

TOTAL P.06


FILED
IN THE OFFICE OF THE

SECRETARY OF STATE OF THE
STATE OF NEVADA

JUNE 10, 1998
No. C12528-98

       /s/  Dean  Heller
Dean  Heller,  Secretary  of  State

                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                               POLO EQUITIES, INC.

Pursuant to the provisions of the Nevada Business Corporations Act, the Undersigned corporation adopts the following amendment to the Articles of Incorporation.

1. The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on May 22, 1998, said articles are hereby amended and shall read as follows:


ARTICLE I
NAME

The name of the corporation is Hybrid Fuels, Inc.


2. The number of shares represented at the time of adoption was 15,000,000; and the number of shares entitled to vote thereon were the same.

3. The number of shares represented at the meeting of was 12,000,000. All shares are voted in favor of the amendment. The shares represented a majority of the issued and outstanding shares. There were no shares voting against the amendment.

Effective  the  29th  day  of  May,  1998.

                              /s/  Justeene  Blankenship
                              -----------------------------
                              Justeene  Blankenship
                              President  and  Secretary

1

State of Utah )
)ss
County of Salt Lake )

On the 8th day of June, Justeene Blankenship personally appeared before me,

a Notary Public, and executed the foregoing instrument for the purposes therein contained, by signing on behalf of the above named corporation as a duly authorized President and Secretary.

In Witness Hereof, I have hereunto set my hand and official seal.

                  /s/  Jennifer  Ngo
                  -------------------

Residing  at:     Salt  Lake  City
                  -------------------

My Commission Expires:

[Notary Public Seal]

2

FILED
IN THE OFFICE OF THE

SECRETARY OF STATE OF THE
STATE OF NEVADA

JUNE 10, 1998
No. C12528-98

        /s/  Dean  Heller
Dean  Heller,  Secretary  of  State

ARTICLES OF MERGER
OF
POLO EQUITIES, INC.
(A Florida Corporation)

INTO

POLO EQUITIES, INC.
(A Nevada Corporation)

The Undersigned, being sole Director of Polo Equities, Inc., a Florida corporation, and the sole officer and director of Polo Equities, Inc., a Nevada corporation, hereby certify as follows:

1. A merger for the purpose of changing domicile has been approved by the board of directors of Polo Equities, Inc., an Florida corporation, and Polo Equities, Inc., a Nevada corporation.

2. Shareholders owning 12,000,000 of the shares of common stock of Polo Equities, Inc., an Florida corporation, which number of shares is a majority of the 15,000,000 shares outstanding, voted in favor of such merger on May 22, 1998. The sole shareholder of Polo Equities, Inc., a Nevada corporation, voted for such plan of merger on May 22, 1998.

3. A Notice, including a summary of the merger, was mailed to all shareholders of the Nevada Corporation on or about May 11, 1998.

4. Polo Equities, Inc., a Nevada corporation, hereby agrees that it will promptly pay to the dissenting shareholders, if any, of Polo Equities, Inc., a Florida corporation, the amount, if any, to which they shall be entitled under the provisions of the Florida Corporation Statutes with respect to the rights of dissenting shareholders.

Effective the 28th day of May, 1998.

By:  /s/  Justeene  Blankenship          By:   /s/  Justeene  Blankenship
     --------------------------                --------------------------
     Justeene  Blankenship                     Justeene  Blankenship
     President  /  Secretary                   President  /  Secretary

1

                         ******************************

State  of  Utah          )
                         )ss
County  of  Salt  Lake   )

On the 8th day of June, before me, a Notary Public, personally appeared

Justeene Blankenship, and executed on this date the foregoing instrument for the purposes therein contained, by signing on behalf of the above named corporations as a duly authorized director and officer.

IN WITNESS HEREOF, I have hereunto set my hand and official seal.

/s/  Jennifer  Ngo
------------------
Notary  Public
Residing  at:  Salt  Lake  City
               ----------------

My Commission Expires:

[Notary Public Seal]

2

NOTICE OF A SPECIAL MEETING
OF THE SHAREHOLDERS OF
POLO EQUITIES, INC.

The Board of Directors of Polo Equities, Inc., a Florida corporation ("the Company"), hereby give notice that a special meeting of the shareholders of record, as of May 11, 1998, is called and will be held on May 22, 1998 at 9:00
a.m. at 4505 South Wasatch Blvd., Suite 330, Salt Lake City, Utah 84124.

The purpose of the meeting is to authorize the Board of Directors to 1) amend the Articles of Incorporation to change the name to Hybrid Fuels, Inc. 2) change the Company's domicile from Florida to Nevada, and any other maters which properly come before the shareholders.

PLAN OF MERGER: The Company will form a Nevada subsidiary to effectuate a change of corporate domicile. The shareholders shall receive one share of the Nevada corporation for each share of the Company.

Any shareholders who will be voting through a proxy, must have the person representing them at the meeting present a copy of a signed and dated proxy statement when they arrive at the meeting.

Your proxy is mot being solicited by the Board of Directors.

Dated  this  11th  day  of  May,  1998.

                                  By  Order  Of:

                                  The  Board  of  Directors


BYLAWS

OF

HYBRID FUELS, INC.,

a Nevada Corporation

ARTICLE I

OFFICES

SECTION 1. PRINCIPLE EXECUTIVE OFFICE

The principle executive of the Corporation shall be in the City of Kelowna, Province of British Columbia, Canada.

The Corporation may also have offices at such other places as the Board of Directors may from time to time designate, or as the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS MEETING

SECTION 1. PLACE OF MEETING

All meetings of the shareholders shall be held at the principle executive office of the Corporation or at such other place as may be determined by the Board of Directors.

SECTION 2. ANNUAL MEETING

The annual meeting of the shareholders shall be held on or before the 31st day of May each year, at 10:00 A.M., if not a holiday, at which time the shareholders shall elect a Board of Directors (every two years, or as otherwise appropriate) and transact any other proper business. If this date falls on a holiday, then the meeting shall be held on the following business day at the same hour.

SECTION 3. SPECIAL MEETINGS

Special meetings of the shareholders may be called by the Beard of Directors, the President or by one or more shareholders holding not less than 10 percent of the votes of the Corporation or such additional persons as may be provided in the Articles or Bylaws.

SECTION 4. NOTICE OF MEETINGS OF SHAREHOLDERS

Notice of meetings, annual or special, shall be given, in writing, to shareholders entitled to vote at the meeting, by the Secretary or an Assistant Secretary, or, if there be no such officer, or in the case of his neglect or refusal, by any one Director or designated person.

1

Such notices shall be given either personally or by first class mail or other means of written communication, addressed to the shareholder, at the address of such shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. Notice shall be given not less than 15 nor more than 60 days before date of the meeting.

SECTION 5. WAIVER OF NOTICE

A Waiver of Notice shall state the place, date and hour of the meeting and
(1), in the case of a special meeting, the general nature of the business to be transacted, and that no other business may be transacted, or (2), in the case of an annual meeting, those matters which the Board at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to the provisions of Section 6 of these Articles that any proper matter may be presented at the meeting for such action. The notice of any meeting at which Directors are to be elected shall include the names of the nominees which, at the time of the notice, the Board of Directors intends to present for election. Notice of any adjourned meeting need not be given un-less a meeting is adjourned for 45 days or more from the date set for the original meeting.

SECTION 6. SPECIAL NOTICE AND WAIVER OF NOTICE REQUIREMENT

Request for approval of the following must be contained in the notice or waiver of notice;

1 Approval of a contract or other transaction between the Corporation and one or more of its Directors or between the Corporation and any corporation, firm or association in which one or more of its Directors has a material financial interest;
2. To indemnify an agent of the Corporation; or
3. To approve the principle terms of a reorganization; or
4. Approval of a plan of distribution as part of the winding up of the Corporation;

Prompt notice shall be given of the taking of any other Corporate action approved by the shareholders without a meeting by less than a unanimous written consent to those shareholders entitled to vote who have not consented in writing.

Notwithstanding any of the foregoing provisions of this Section, Directors may not be elected by written consent except by the unanimous written consent of all shares entitled to vote for the election of Directors.

2

A written Consent may be revoked by a written notice received by the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the Corporation, but may not be revoked thereafter. Such revocation is effective upon its receipt by the Secretary of the Corporation.

SECTION 8. QUORUM

A. majority of the shareholders entitled to vote, represented at the meeting in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of shareholders represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number is required by law except as provided in the following provisions of this Section.

The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action is approved by at least a majority of the shares required to constitute a quorum

In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no other business may be transacted except as provided in the foregoing provisions of this Section.

SECTION 9 VOTING

Shareholders entitled to vote shall be only persons in whose names shares entitled to vote stand on the record date for voting purposes fixed by the Board of Directors pursuant to Article VIII Section 3 of these Bylaws, or, if there be no such fixed date so fixed, on the record dates given below. If no record date is fixed

1. The record date for determining shareholders entitled to notice of, or to vote at a meeting of shareholder, shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business clay next preceding the day on which the meeting is held.

2. The record date for determining the Shareholders entitled to give consent to corporate actions in writing without a meeting when no prior action by the Board is necessary, shall be the day on which the first written consent is given.

3

3. The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

Every shareholder entitled to vote shall be entitled to one vote for each share held.

SECTION 10. PROXIES

Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to such shares by filing a written proxy executed by such person or his duly authorized agent, with the Secretary of the Corporation.

A proxy shall not be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto.

ARTICLE III

DIRECTORS, MANAGEMENT

SECTION 1. POWERS

Subject to any limitations in the Articles of Incorporation and to the provisions of the Corporation's Code, the business and affairs of the Corporation shall be managed and all Corporate powers shall be exercised by, or under the direction of, the Board of Directors.

SECTION 2. NUMBER

The authorized number of Directors shall be 3 to 7 until changed by amendment to the Articles of these Bylaws.

After Issuance of shares, this Bylaw may only be amended by approval of a majority of outstanding shares entitled to vote.

SECTION 3. ELECTION AND TENURE OF OFFICE

The Directors shall be elected at the annual meeting of the shareholders and hold office for two years or until their successors have been elected and qualified at the annual meeting

SECTION 4. VACANCIES

A vacancy on the Board of Directors shall exist in the case of death, resignation or removal of any Director, or in case the authorized number of Directors is increased, or in case the share holder fail to elect the full, authorized number of Directors at any annual or special meeting of the shareholders at which any Director is elected. The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by an order of court, or who has been convicted of a felony.

4

Except for a vacancy created by the removal of a Director, vacancies on the Board of Directors may be filled by a majority vote of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until the next annual meeting of the shareholders and until his successor has been elected and qualified. The shareholders may elect a Director at any time to fill a vacancy not filled by the Directors. Any such election by written consent requires the consent of a majority of the out-standing shares entitled to vote, except that the unanimous writ-ten consent of the shareholders shall be required to fill a vacancy on the Board caused by the removal of a Director. Any Director may resign effective upon the Secretary of the Board of Directors of the Corporation unless the notice specifies a later time f or the effectiveness of such resignation. If the resignation is effective at a later time, a successor may be elected to take office when the resignation becomes effective. Any reduction of the authorized number of Directors does not remove any Director prior to the expiration of such Director's term in office.

SECTION 5. REMOVAL

Any or all of the Directors may be removed without cause if such removal, is approved by a majority of the outstanding shares entitled to vote.

Except as provided in the Bylaws, a Director may not be re-moved prior to expiration of such Director's term of office.

The superior court of the proper county may, on the suit of shareholders holding at least 10 percent of the number of out-standing shares of any class, remove from office any Director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the Corporation and may bar from re-election any Director so removed for a period prescribed by the court. The Corporation shall be made a party to such action.

SECTION 6. PLACE OF MEETINGS

Meetings of the Board of Directors shall be held at any place, within of without the State, which has been designated in the notice of the meeting, or, if not stated in the notice or there is no notice, at the principle executive office of the Corporation or as designated from time to time by resolution of the Board of Directors.

5

SECTION 7. CALL AND NOTICE OF MEETINGS

Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or Vice President, or Secretary or any two Directors.

Regular annual meetings of the Board of Directors shall be held without notice immediately after and at the same place as the annual meeting of shareholders. Special meetings of the Board of Directors shall be held upon 2 days notice or 48 hours notice delivered personally or by telephone, or telegraph/telefax A notice or waiver of notice need not specify the purpose of any special meeting of the Board of Directors.

SECTION 8. QUORUM

A quorum of all meetings of the Board of Directors shall be 4 of the authorized directors, or the majority of directors currently on the Board.

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is pre-sent is the act of the Board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

SECTION 9. WAIVER OF NOTICE

The transactions of any meeting of the Board, however called arid noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a con-sent to holding the meeting or approval of the minutes thereof. All such waivers, consents on approval shall be filed with the Corporate records or made part of the minutes of the meeting.

SECTION 10. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.

6

SECTION 11. COMPENSATION

No salary shall be paid to Directors, as such, for their services, but by resolution, the Board of Directors may allow a fixed sum and expenses to be paid for attendance at regular or special meetings. Nothing contained herein shall prevent a Director from serving the Corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attendance at meetings.

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS

The Officers of the Corporation shall be a President, Vice President, a Secretary and a Treasurer, or combination Secretary- Treasurer, who shall be the Chief Financial Officer of the Corporation. The Corporation may also have such other officers with such titles and duties as shall be determined by the Board of Directors. Any number of offices may be held by the same person.

SECTION 2. ELECTION

All Officers of the Corporation shall be chosen by the Board Each Officer shall hold of ice until hi death, resignation or removal or until his successor shall be chosen and qualified. A vacancy in any office because of death, resignation or removal or other cause shall be filled by the Board.

SECTION 3. REMOVAL AND RESIGNATION

An Officer may be removed at any time, either with or with- Out cause, by the Board. An Officer may resign at any time upon written notice to the Corporation and given to the Board, the President. or the Secretary of the Corporation. Any such resignation shall take effect at the day of receipt of such notice or any other time specified therein. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 4. PRESIDENT

The President shall be the Chief Executive Officer of the Corporation and shall, subject to the direction arid control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation. He shall preside at all meetings of the shareholders and Directors and be an ex-officio member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a Corporation, and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors or Bylaws -

7

SECTION 5. VICE PRESIDENT

In the absence or disability of the President, the Vice President, in order of their rank as fixed by the Board, or if not ranked, the Vice President designated by the Board, shall perform all duties of the President, and when so acting, shall have all the powers of, and be subject to, all the restrictions upon the President. Each Vice President shall have such other powers and perform such ether duties as may from time to time be prescribed by the Board of Directors.

SECTION 6. SECRETARY

The Secretary shall keep, or cause to be kept, at the principle executive office of the Corporation, a book of minutes of all meetings of Directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given or the waivers of notice, the names of those present at Directors' meetings, the number of shares present or represented at shareholders' meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation, the original or a copy of the Bylaws as amended or otherwise altered to date, certified by him or her.

The Secretary shall give, or cause to be given, notice of all meetings of shareholders and Directors required to be given by law or the Bylaws.

The Secretary shall have charge of the seal of the Corporation and have such other powers and perform such other duties as may, from time to time, be prescribed by the Board and Bylaws.

SECTION 7. TREASURER

The Treasurer shall keep and maintain or cause to be kept and maintained, adequate and correct books and records of ac-counts arid the properties and business transactions of the Corporation.

The Treasurer shall deposit monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation in payment of the just demands against the Corporation as may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and shall have such powers and perform such other duties as may from time to time be prescribed by the Board of Directors or Bylaws.

8

SECTION 8 COMPENSATION

The salaries of the Officers shall be fixed, from time to time, by the Board of Directors

ARTICLE V

EXECUTIVE COMMITTEES

SECTION 1.

The Board may, by resolution adopted by a majority of the authorized number of Directors, designate one or more committees, each consisting of two or more Directors, to serve at the plea-sure of the Board. Any such committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

a. The approval of any action for which this division also requires shareholders' approval of the outstanding shares.

b The filling of vacancies on the Board or in any committee.

c. The fixing of compensation of the Directors for serving on the Board or on any committee.

d. The amendment or repeal of Bylaws or the adoption of new Bylaws.

e. The amendment or repeal of any resolution of the Board which by its express terms is not amendable or repealable.

f. A distribution to the shareholders of the Corporation, except at a rate or in a periodic amount or within a price range determined by the Board.

g. The appointment of other committees of the Board or the members thereof.

ARTICLE VI

CORPORATE RECORDS AND REPORTS

SECTION 1. INSPECTION BY SHAREHOLDERS

If no annual report for the last fiscal year has been sent to shareholders, the Corporation shall, upon the written request of any shareholder made more than 120 days after the close of that fiscal year, deliver or mail to the person making the re-quest within 30 days thereafter the financial statements required for that year. A shareholder or shareholders holding at least 10 percent of the

9

outstanding shares of any class of shares of the Corporation may make a written request to the Corporation for an income statement of the Corporation for the three month, six month or rime month period of the current fiscal year ended more than 30 days prior to the date of the request and a balance sheet of the Corporation as of the end of the period and, in addition, if no annual report for the last fiscal year has been sent to the shareholders, statements for the last fiscal year. The statements shall be delivered or mailed to the person making the request within 30 days thereafter. A copy of the statements shall be kept on file in the principle office of the Corporation for 12 months and it shall be exhibited at all reasonable times to any shareholder demanding an examination of the statements or a copy shall be mailed to the shareholder.

The share register shall be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the Corporation, for a purpose reasonably related to such holder's interest as a shareholder or holder of a voting trust certificate. Such inspection and copying under this Section may be made in person or by agent or attorney.

The accounting books and records and minutes of proceedings of the Corporation and the Board also shall be open to inspection upon the written demand to the Corporation by any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder's interest as a shareholder or holder of such voting trust certificate. Such inspection by a shareholder or holder of a voting trust certificate may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

Shareholders shall also have the right to inspect the original or copy of these Bylaws, as amended to date, kept at the Corporation's principle executive of f ice, at all reasonable times during business hours.

SECTION 2. INSPECTION BY DIRECTORS

Every Director shall have the absolute right, at any reason-able time, to inspect all books, records, and documents of every kind and to inspect the physical properties of the Corporation, domestic or foreign. or which such person is a Director. Such inspection by a Director may be made in person or by agent or attorney and the right of inspection includes the right t copy and make extracts.

10

SECTION 3. RIGHT TO INSPECT WRITTEN RECORDS

If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not maintained in written form, a request for inspection is not complied with unless and until the Corporation, at its' expense, makes such records available in written form,

SECTION 4. WAIVER OF ANNUAL REPORT

The annual report to shareholders is hereby expressly waived, provided that this Corporation has less than 100 shareholders on record of its shares or that the Corporation maintains its "non-reporting" status with the Securities and Exchange Commission, should the Corporation's shares be publicly traded. This waiver shall be subject to any provision of law allowing share-holders to request the Corporation to furnish financial state-merits and art accompanying annual report of activity.

SECTION 5. CONTRACTS, ETC.

The Board of Directors, except as otherwise provided in the Bylaws, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority of bind the Corporation by any contract or engagement, or to pledge its' credit, or to render it liable for any purpose or to any amount.

ARTICLE VII

INDEMNIFICATION OF CORPORATE AGENTS

SECTION 1.

The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts, actually and reasonably incurred by such person by reason of such persons having been made or having been threatened to be made a party to a proceeding, to the fullest extent permissible. The Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required, if any.

ARTICLE VIII

SHARES

SECTION 1. CERTIFICATES

The Corporation shall issue certificates for its shares when fully paid. Certificates of stock shall be issued in numerical order, and state the name of the record holder of the shares regarding transfer, it shall be the duty of the Secretary of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its share register.

11

SECTION 3. RECORD DATE AND CLOSING OF TRANSFER BOOKS

The Board of Directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of arid to vote at any meeting of shareholders or entitled to receive payment of any dividend or distribution, or any allotment of rights, or to exercise rights with respect to any other lawful action. The record date so fixed shall not be more than 60 days nor less than 30 days prior to the date of the meeting or event for the only purpose of which it is fixed. When a record date is fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise the rights as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date.

The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of a period of not more than 60 days prior to the date of a shareholders meeting, the date when the right to any dividend, distribution, or allotment or rights vests, or the effective date of any change, conversion or exchange of shares.

ARTICLE IX
AMENDMENT OF BYLAWS

SECTION 1. BY SHAREHOLDERS

Bylaws may be adopted, amended or repealed by the vote or the written consent of shareholders entitled to exercise a majority of the voting power of the Corporation. A Bylaw which reduces the fixed number of Directors to a number less than 3 shall not be effective if the votes cast against its adoption are equal to more than 51 percent of the outstanding shares entitled to vote.

SECTION 2. BY DIRECTORS

Subject to the right of shareholders to adopt, amend or repeal Bylaws, Bylaws may be adopted, amended or repealed by the Board of Directors, except that a Bylaw amendment thereof changing the authorized number of Directors may be adopted by the Board of Directors only if prior to the issuance of shares.

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the Corporation, named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said Corporation on the date set forth below.

ON BEHALF OF THE CORPORATION on May 28, 1998

12

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 * Dimox, Utah 64028
                                              By:__________________________
                                                   Authorized Signature


State  of  Utah          )
                         )  ss
County of  Salt  Lake    )

On this 8th day of June, Justcene Blankenship personally appeared before me, a Notary Public, and executed the foregoing instrument for the purposes therein contained, by signing on behalf of the above named corporation as a duly authorized President and Secretary.

In Witness Hereof, I have hereunto set my hand and official seal.

              /s/  JENNIFER  M.  NEO
               -----------------------------------

Reading  at:     Salt Lake City
               -----------------------------------

My Commission Expires:

---------------------------------------------
|             NOTARY  PUBLIC                |
|            JENNIFER  M.  NEO              |
|           4711  W.  3100  SOUTH           |
|  seal   WEST  VALLEY,  UTAH  54120        |
|           COMMISSION  EXPIRES             |
|              MAY 16,  2000                |
|              STATE OF UTAH                |
---------------------------------------------

2

STOCK SUBSCRIPTION AGREEMENT

TO: HYBRID FUELS, INC., "the Issuer", Seller:

1. The undersigned hereby subscribes for the purchase of _____ Common Shares of Stock @$.10 per Share of Hybrid Fuels, Inc., a Nevada Corporation, (the "Issuer") in accordance with the terms and conditions of this Agreement:

2. This stock subscription is one of a limited number of such subscriptions for Common Shares of Stock in the Company. The execution of this Agreement of the undersigned shall constitute an offer by the undersigned to subscribe for Common Shares of Stock the amount specified above. The Issuer shall have the right (in its sole discretion) to reject such offer for any reason whatsoever, or, by executing a copy of this Agreement, to accept such offer. If such offer is accepted, the Issuer will return an executed copy of this Agreement to the undersigned. If this subscription is rejected or if the investment is not consummated for any reason, the undersigned's subscription payment will be returned, uncashed, as soon as practicable following termination of the sale of Shares or the date of rejection, as applicable. It is understood that this subscription is not binding on the Issuer unless and until it is accepted by the Issuer, as evidenced by its execution of this Stock Subscription Agreement where indicated below.

3. The undersigned hereby makes the following representations and warranties:

a. The undersigned has been furnished with and has carefully reviewed the Form SB-2 Registration Statement, Subscription Agreement and the Prospective Purchaser Questionnaire, attached thereto.

b. All information provided to the Issuer, including that in the Prospective Purchaser Questionnaire, is true and correct and complete in all respects as of the date hereof.

c. The undersigned is at least twenty-one (21.) years of age and sufficient legal capacity to execute this Agreement.

d. The undersigned has sufficient knowledge and expertise in business, and financial matters to evaluate the merits and risk of an investment.

e. The undersigned is an accredited investor as that term is defined in and adopted under the Securities and Exchange Act of 1933, 1934 as amended.

f. The undersigned has analyzed this investment and has had an opportunity to ask questions of and receive answers from the Company, or any person or persons acting on its behalf, concerning the terms and conditions of this investment, and all such questions have been answered to the full satisfaction of the undersigned.

g. The undersigned has adequate means of providing for his current needs and possible personal contingencies and has no need for liquidity in this investment, and hi overall commitment to investments which are not readily marketable is not disproportionate to his net worth, and his investment in the shares will not cause such overall commitment to be deemed excessive.

-1-

h. The undersigned understands that the Common Shares of Stock have been registered under the Securities Act of 1.933 as amended (the "Act") but not with any state, or secretary of state, or department of securities of any state.

i. The undersigned is acquiring the Common Shares of Stock for his own account for investment purposes only and is not purchasing the subject shares for an undisclosed third party.

j. If the undersigned is a corporation, partnership, trust, or other entity, it represents:

(i) It is duly organized, validly existing, arid in good standing under the laws of the United States of America, or elsewhere, and has all of the requisite power and authority to invest in the shares as provided herein,

(ii) Such investment does not result in any violation of, or conflict with, any term of the charter or bylaws of the undersigned or any instrument to which it is bound or arty law or regulation applicable to it.

(iii) Such investment has been duly authorized by all the necessary action on behalf of the undersigned.

(iv) This Agreement has been duly executed and delivered on behalf of the undersigned and constitutes a legal, valid and binding agreement of the undersigned.

The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of delivery of the purchase price to the Issuer, and shall Survive such delivery period.

4. Miscellaneous

a. This Agreement, any amendments or replacements hereof, arid the legality, validity, and performance of the terms hereof, shall be governed by, and enforced, determined and construed in accordance with, the laws of the State of Nevada applicable to contracts, transactions and obligations entered into and to be performed in such State.

b.. This Agreement contains the entire agreement between the parties. The provisions of this Agreement may not be modified or waived except in writing.

c. This Agreement and the rights, powers and duties set forth herein shall, except as set forth herein, bind and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assignees of the parties hereto. The undersigned may not assign any of his rights or interests in and under this Agreement without the prior written consent of the Issuer, and any attempted assignment without such consent shall be void and without effect,

d. It is understood that this Subscription is offered on a subject to prior sale basis and is not binding on the Issuer until the Company accepts it, which acceptance is at the sole discretion of Company, by executing this Subscription Agreement where indicated,

-2-

5. Subscription. The undersigned hereby subscribes for the purchase of Common Shares of Stock of the Issuer and encloses payment in the amount of $___________ ($. 10 per Share):

TYPE OF OWNERSHIP

_________ Individual

_________ Joint Tenants with Right of Survivorship

_________ Tenants in Common

_________ Community Property

_________ Other

Executed this _____ day of ___________, 2000, at



Print Name


Signature of Investor


Social Security or other Identification Number

If the Investor has indicated that the shares or units will be held as joint tenants, tenants in common or as community property, please complete the following:


Print Name of Spouse or Other Investor


Signature of Spouse or Other Investor


Social Security or other Identification Number

-3-

If the investor is a partnership, corporation or trust, complete the following:


Name of Partnership Corporation or Trust

(affix seal, if any)

By:__________________________________________________


Print Name of Individual Signing


Capacity of Individual Signing

Accepted:

Hybrid Fuels, inc.

By:_________________________________________________

Title:______________________________________________


Date of Acceptance

-4-

WILLIAM L BUTCHER, CPA P.S.

--------------------------Certified Public Accountant---------------------------

EVERETT-(425) 333-0603 - MARYSVILLE-(36O) 658-8347 - FAX-(425) 335-3567

Hybrid Fuels, Inc.
#214-2791 Hwy 97 N.
Kelowna, B.C. V1X4J8 Canada

I consent to the inclusion in this registration statement on Form S13-2 of my report dated October 24, 2000, cm my audit of the financial statements and financial statement schedules of Hybrid Fuels, Inc. I also consent to the reference to my firm under the caption "Experts"

/s/ William  L.  Butcher
William  L.  Butcher  CPA  PS
Marysville,  Washington
October  24,2000


621 SR 9 NE, PMB #F-4 + LAKE STEVENS, WASHINGTON 98258
1620 3RD STREET. * MARYSVILLE, WASHINGTON 98270

LAW OFFICES OF
TOLAN S. FURUSHO

October 27, 2000.

Board of Directors
Hybrid Fuels. Inc.
#214-2791 Hwy.
97 North Kelowna

B.C.  V1X  4J8


     RE:  TRADEABILITY  OPINION
          ---------------------

Gentlemen:

You have requested that the undersigned render an opinion with respect to Hybrid Fuels, Inc, to wit, the standing of the Company, including its common shares issued and outstanding, paid for with adequate consideration which constitutes its issued and non-assessable common shares the interstate tradability of the Company's common stock; and. the availability to the Company of an exemption from the registration requirements under the Securities Act of 1933 as amended.

In connection with this opinion, the undersigned has relied upon the representations of Management of the Company and has reviewed a variety of documents and memoranda which includes, among others, the Company's Articles of incorporation, as amended, the Company's Offering Circular(s), various registration materials, miscellaneous minutes of meetings of the Board of Directors and of Shareholders from the Company's date of inception in February 1960, through the present date. The undersigned has also reviewed documents regarding the Company's name changes, and other documents concerning the business affairs of the Company from its date of inception. For this opinion, the undersigned has not attempted to verify independently the veracity of the representations made the Management or otherwise independently authenticated the Various documents and memoranda submitted to the undersigned in connection with the preparation of this opinion, and, should any representation of documents or memoranda subsequent to the publication hereof prove to he false or misleading in a material manner, this opinion shall be of no further force and effect, or if warranted, the same shall he modified accordingly.

The undersigned has noted that the Company has not engaged in any substantive business activity prior to the acquisition of Hybrid Fuels, USA., Inc. and Hybrid Fuels (Canada) Inc. The Company does trade on the National Quotation Bureau's "over the counter market", commonly known as the pink sheets. The present Management took control of the Company pursuant to resolutions at a Special meeting of Shareholders called by the Board of Directors on May 11,

12729 Northup Way, Suite #2 Bellevue, Washington 98005-1935 Phone (425) 425-8639 Fax (425) 425-8622


Page 2

1998. Of the 15,000,000 outstanding shares entitled to vote, 12,000,000 of the voting shares were present in person or by proxy which constituted a quorum. The 12,000,000 voted in favor of changing the domicile of the Company from Florida to Nevada, and changing the name of the Company from Polo Equities, Inc. to Hybrid Fuels, Inc. As of October 20, 2000 the Company has 19,687,620 issued and outstanding shares of common stock. As of this date, there are 253 shareholders of record.

The Company builds small scale Ethanol facilities that involve three proprietary technologies acquired exclusively by the Company. The first technology converts animal waste into high grade, pathogen-free protein. The second technology involves the design of a bio-gas burner which burns waste material including manure and straw and Via the capacity to supply the energy requirements of the non Ethanol operation. The third technology is a formula which causes diesel fuel, wet ethanol and vegetable oil residual compound to emulsify.

Subject to the limitations inherent in any start-up company, and subject to the Veracity and truthfulness of the representations made to the undersigned, the independent verification of same not having been determined by the undersigned, it is the opinion of the undersigned that the Company has been validly formed, is in good standing with the State of Nevada, and its common shares issued and outstanding are fully paid, validly issued and non-assessable. it is further the opinion of the undersigned that, subject to compliance with both state and federal securities laws with respect to requirements to trade in the over-the-counter market, the Company's common shares may be traded interstate o the of the-counter market freely transferable without restriction, excepting the shares owned of record or beneficially by affiliates of the Company, including present Management. In connection with any trading activity, time undersigned assumes that an independent accountant has prepared the Company's financial statements on a consistent basis utilizing general accepted accounting principles, that the Company will have obtained the necessary secondary trading clearances from the states, and that the Company will comply With each and every aspect of federal and state law regarding secondary trading activity. including a listing in a recognized manual for secondary trading purposes.

This opinion is subject to the restrictions arid limitations described above. If there are any questions regarding the foregoing, please advise.

Very truly yours,

/s/  Tolan S. Furusho Esq.
Tolan S. Furusho Esq.


WILLIAM J BUTCHER, CPA P.S.

----------Certified Public accountant-----------

EVERETT-(425) 333-O6O3 - MARYSVILLE (36O) 658-8347 FAX (425) 335-3567

Independent Auditor's Report

To the Board of Directors and Stockholders of Hybrid Fuels Inc.
Kelowna. BC. Canada

I have audited the accompanying Statement of Financial Position of Hybrid Fuels. Inc.(a Nevada Corporation). (a development stage company), as of June 30, 2000, 1999 and 1998 and the related Statements of Loss and Deficit, Statement of Cash Flows for the periods then ended, and Inception to June 30, 2000 and the Statement of Changes in Shareholders' Equity. My responsibility is to express an opinion on these financial statements based on my audit,

I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I 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 principle used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hybrid Fuels, Inc.(a Nevada Corporation). (a development stage company), as of June 30. 2000, 1999 and 1998, and inception to June 30, 2000, and the results of its operations and its cash flows for the periods then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that Hybrid Fuels. Inc will continue as a going concern. As discussed in Note 3 to the financial statements, Hybrid Fuels, Inc is engaged in new operations, and the ability to continue to exist as a going concern relies on the company's ability to retain adequate financing and to generate sufficient sales, Management plans in this regard are described in Note 3. The financial statements do not include any adjustment that might result from the outcome of the uncertainty of future agreements, financing or sales.

/s/ WILLIAM  L.  BUTCHNER
WILLIAM  L.  BUTCHNER,  CPA  P.S.
Marysvi1le,  Washington
October  24.2000


1620 3RD STREET. * MARYSVILLE, WASHINGTON 98270
621 SR 9 NE, PMB #F-4 + LAKE STEVENS, WASHINGTON 98258

HYBRID FUELS INC.
(Formerly Polo Equities, Inc.)

(A Development Stage Company)

FINANCIAL STATEMENTS
FOR THE YEARS ENDED
June 30. 2000, 1999 AND 1998

WILLIAM J BUTCHER, CPA P.S.

----------Certified Public accountant-----------

1620 3rd Street Marysville, WA 98205 Phone (360) 658-8347 FAX - (360) 658-1165


TABLE OF CONTENTS

Accountant's Report                                    1

Financial Statements

     Balance Sheet                                     2

     Statement's of Loss and Accumulated Deficit       3

     Statements of Cash Flows                          4

     Statements of Changes in Stockholders' Equity     5


Notes to Financial Statements                        6-8


                                           Hybrid Fuels, Inc.
                                     (Formerly Polo Equities, Inc.)
                                     (A Development Stage Company)
                                    Statement of Financial Position
                            for the years ended June 30, 2000, 1999 and 1998


                                              ASSETS
                                              ------

CURRENT ASSETS                                         June 30, 2000    June 30, 1999    June 30, 1998
--------------                                        ---------------  ---------------  ---------------

     Cash                                             $          485   $            0   $       56,976
                                                      ---------------  ---------------  ---------------
          Total Current Assets                                   485                0           56,976

OTHER ASSETS
------------
     Deposit on Plant (Note 5)                               170,561                0                0
     Stockholder Note Receivable (Note 6)                    150,000                0                0
                                                      ---------------  ---------------  ---------------
          Total Other Assets                                 320,561                0                0

TOTAL ASSETS                                                 321,046                0           56,976
                                                      ==============  ===============  ================

                            LIABILITIES AND STOCKHOLDERS EQUITY
                            -----------------------------------

CURRENT LIABILITIES
-------------------
     Accounts Payable                                             39                0                0
     Stockholder Payable (Note 7)                            266,144          293,183          150,580
                                                      ---------------  ---------------  ---------------
          Total Current Liabilities                          266,144          293,183          150,580

STOCKHOLDERS' EQUITY
--------------------
     Common Stock 001 par value
          50,000,000 shares authorized; is, 103,420
          shares issued and outstanding at June 30,
          2000,16,923,600 shares issued and
          outstanding at June 30, 1999, 15,000,000
          shares issued and outstanding at June 30,
          1998. (Note 8)                                      18,103           16,924           15,000

     Additional Paid in Capital                              362,074           15,074            3,398
     Deficit accumulated.                                   (325,275)        (325,181)        (112,002)
                                                      ---------------  ---------------  ---------------
          Total Stockholders' Equity                          54,902         (293,183)         (93,604)


TOTAL LIABILITIES AND STOCKHOLDERS EQUITY             $      321,046   $            0   $       56,976
                                                      ==============  ===============  ================

The accompanying notes are an integral part of these financial statements.

-2-

                                              Hybrid Fuels, Inc
                                       (Formerly Polo Equities, Inc.)
                                        (A Development Stage Company)
                                 Statement of Losses and Accumulated Deficit
               for the years ended June 30, 2000, 1999 and 1998 and Inception to June 30, 2000

                                                                                                 Inception
                                                                                             February 26, 1960
                                                                                                through
                                           June 30, 2000    June 30, 1999    June 30, 1999    June 30, 2000
                                          ---------------  ---------------  ---------------  -----------------
REVENUE                                   $                $                $                $
     Sales                                             0                0                0                  0

     Cost of Sales                                     0                0                0                  0
                                          ---------------  ---------------  ---------------  -----------------
     Gross Profit                                      0                0                0                  0
EXPENSES
     Accounting Fees                                   0           13,650                0             13,650
     Advertising                                       0              147                0                147
     Automobile                                        0                0              545                545
     Banking                                          55              119              261                435
     Commissions                                       0            3,307                0              3,307
     Contract Labor                                    0            1,961                0              1,961
     Executive Compensation                            0           62,818           55,757            118,575
     Filing & Registration fees                        0                0            5.000              5,000
     General & Administration                          0                0                0             18,398
     Insurance                                         0              450            2,635              3,085
     Legal Fees                                        0            8,500                0              8,500
     License & Permits                                 0              125                0                125
     Marketing                                         0            2,664            2,923              5,587
     Miscellaneous                                     0              749              400              1,149
     Office Expense                                   39            3.114              468              3,621
     Postage & Delivery                                0            6,241              431              6,671
     Printing & Reproduction                           0           11,004            6,566             17,570
     Professional Fees                                 0           70,755           12,459             83,214
     Rent                                              0           13,457            1,793             15,249
     Security                                          0            1,142              106              1,248
     Telephone                                         0           11,694            1,746             13,440
     Travel & Entertainment                            0            1,284            2,515              3,799
                                          ---------------  ---------------  ---------------  -----------------
     Total operating Expenses                         94          213,180           93,604            325,275
                                          ---------------  ---------------  ---------------  -----------------
Net (Loss)                                           (94)        (213,180)         (93,604)  $       (325,275)
                                                                                             =================
Accumulated Deficit beginning of period         (325,181)        (112,002)         (18,398)

Accumulated Deficit end of period         $     (325,275)  $      325,181   $     (112,002)
                                          ===============  ===============  ===============

The accompanying Dotes arc an integral part of these financial statements.

-3-

                                                        Hybrid Fuels, Inc.
                                                  (Formerly Polo Equities. Inc.)
                                                   (A Development Stage Company)
                                                  Statement of Cash Flows for the
                             years ended June 30, 2000, 1999, arid 1998 and Inception to June 30, 2000


                                                                                                                     Inception
                                                                                                                 February 26, 1960
                                                                                                                      through
                                                               June 30, 2000      June 30, 1999    June 30, 1998    June 30, 2000
                                                            ------------------  ----------------  ---------------  ---------------
CASH FLOWS PROM OPERATING ACTIVITIES                                       (94)  $     (213,180)  $      (93,604)  $     (325,275)
     Net Loss
     Adjustments to reconcile net loss to cash
          used in operating activities
          Changes in assets and liabilities

               Accounts Payable                                             39                0                0               39

                    Net cash used in operating activities                  (55)        (213,180)         (93.604)        (325,236)

CASH FLOWS FROM IN VESTING ACTIVITIES

     Loan to Blue Mountain                                                  61                0                0         (170,56l)

          Net cash provided (used) by investing activities            (170,561)               0                0         (170,561)
                                                            ------------------  ----------------  ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES

     Shareholder Note Receivable                                      (150,000)               0                0         (150,000)

     Shareholder Loans Payable                                         (27,078)         142,603          150,580          277,602

     Sale of common stock                                              348,179           13.600                0          368,680
                                                            ------------------  ----------------  ---------------  ---------------
          Net cash provided (used) by financing activities             171,101          156,203          150,580          496,282

NET INCREASE (DECREASE) IN CASH                                            485          (56,976)          56,976              485

CASH AT BEGINNING OF PERIOD                                                  0           56,976                0                0
                                                            ------------------  ----------------  ---------------  ---------------
CASH AT END OF PERIOD                                       $              485                0           56,976   $          485
                                                            ==================  ================  ===============  ===============

The accompanying notes are an integral part of these financial statements.

-4-

                                                Hybrid Fuels, Inc.
                                          (Formerly Polo Equities, mc,)
                                          (A Development Stage Company)
                                  Statement of Changes in Stockholders' Equity
                               for the years ended June 30, 2000, 1999 and 1998



                                                        Common Stock                         Deficit
                                                   ---------------------------              Accumulated
                                                                                 Additional  during the
                                                                   Par Value      Paid-in   development
                                                      Shares        Amount       Capital        stage     Total
                                                   -------------  -----------  ------------  ---------  ---------
Balance at June 30,1997                            $ 15,000,000       15,000         3,398    (18,398)         0
                                                   ============  ===========  ============  =========  ==========
Net loss June 30. 1997                                                                        (93,604)   (93,604)
                                                                                             ---------  ---------

Balance at June 30, 1998                             15,000.000       15,000         3,398   (112,002)   (93,604)
                                                   ============  ===========  ============  =========  ==========
Issuance of 1,000,000 shares common stock on
Aug 4,1998, (Note 8)                                  1,000,000        1,000        (1,000)         0          0

Issuance of 2,400 shares common stock on Sept.
19, 1998 for cash.                                        2,400            3         3,597          0       3600

Issuance of 21,200 shares common stock on Nov
24, 1998 for cash                                        21,200           21         9,979          0     10,000

Issuance of 900,000 shares common stock on
March 23, 1999, (Note 8)                                900,000          900          (900)         0          0

Net loss June 30. 1999                                                                  0    (213,180)  (213,180)
                                                   -------------  -----------  ------------  ---------  ---------

Balance at June 30, 1999                             16,923,600       16,924        15,074   (325,181)  (293,183)
                                                   ============  ===========  ============  =========  ==========

Issuance of 5,000 shares common stock on Sept 1,
1999 for cash                                             5,000            5         2,495          0      2,500

Issuance of 15,000 shares common stock on Oct 8,
1999 for cash                                            15,000           15         7,485          0      7,500

Cancellation of August 4, 1998 1,000,000 share
issuance and March 23, 1999 900,000 share
issuance (Note 8)                                    (1,900,000)      (1,900)        1,900          0          0

Issuance of 29,050 shares common stock on Jan 6,
2000 for cash                                            29,050           29        16,971          0      1,700

Issuance of 17.730 shares common stock on Feb 7,
2000 for cash                                            17,730           18        12,662          0     12,680

Issuance of 13.040 shams common stock on March
17, 2000 for cash                                        13,040           13         8,487          0      8,500

Issuance of 1,500,000 shares common stock on
February 17. 2000 pursuant to subscription
agreement                                             1,500,000        1,500       148,500          0    150,000

Issuance of 1,500,000 shares common stock on
February 17, 2000 pursuant to subscription
agreement                                             1,500,000        1,500       148,500          0    150,000

Net loss June 30, 2000                                        -            -             0        (94)       (94)
                                                   -------------  -----------  ------------  ---------  ---------

Balance at June 30,2000                              18,103,420       18,103       362,074    325,275     54,902
                                                   ============  ===========  ============  =========  ==========

The accompanying notes are an integral part of these financial statements.

-5-

HYBRID FUELS, INC.
(Formerly Polo Equities, Inc.)

NOTES TO FINANCIAL STATEMENTS

NOTE 1. THE COMPANY

The Company was originally incorporated in the state of Florida on February 16, 1960 as Fiberglass industries Corporation of America. On August 29, 1966, the Company changed its name to Rocket-Atlas Corp. and again changed its name on November 21, 1966 to Rocket Industries, Corporation. On January 27, 1984, the Company changed it's name to Polo Investment Corp. of Missouri, Inc. On August 2, 1985 the name was changed to Medical Advanced Systems, Inc. and on June 3, 1993 the Company changed its name to Polo Equities, Inc

In May 1998, the Company caused a Nevada corporation to be formed under the name Polo Equities, Inc., (a Nevada corporation), (Polo) with authorized capital of 50,000,000 shares of $.001 par value common stock. The Company then merged with Polo 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 29, 1998 the Company changed its name to Hybrid Fuels, Inc., the current name.

In May of 1998, in a stock for stock exchange, the Company acquired Hybrid Fuels, USA, Inc. and 330420 B.C. Ltd., which changed its name to Hybrid Fuels (Canada) Inc., As part of the acquisition, the Company acquired the technology necessary for the Company's current operations. The Company operates through its wholly owned subsidiaries, Hybrid Fuels, U.S.A., Inc, and Hybrid Fuels (Canada) Inc.

Prior to the acquisition of Hybrid Fuels, U.S.A., Inc, and Hybrid Fuels (Canada) Inc. the Company had no significant operations and was seeking a business opportunity.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Hybrid Fuels, Inc. (the Company) is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

NATURE OF OPERATIONS

See The Company above

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are stated at the lower of cost or fair market value. Depreciation is computed for financial statement purposes as well as for federal income tax purposes using the MACRS (Modified Accelerated Cost Recovery System) method of depreciation. Equipment is depreciated over five years. Software is amortized over five years.

INCOME TAXES

The Company has not filed any tax returns. It is anticipated that if tax returns were filed, the company would have net operating losses. The current deficit of $325,275 at June 30, 2000 would potentially create a similar net operating loss, which could begin expiring for tax purposes in 2004.

-6-

HYBRID FUELS, INC.
(Formerly Polo Equities, Inc.)

NOTES TO FINANCIAL STATEMENTS

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.

FOREIGN EXCHANGE

Some financial activity was based on Canadian dollars and translated on June 30. 2000 using the rate of (C$/US$) 1.468 or a multiplier of .6812.

NOTE 3. GOING CONCERN

Because of a deficiency in working capital and significant operating losses, there is doubt about the ability of the Company to continue in existence unless additional working capital is obtained. The Company currently has plans to raise sufficient working capital through equity financing and through the acquisition of companies having sufficient assets and cash flow to enable the Company to be self-sufficient and profitable. The Company has acquired an option to purchase a Beef Packing Plant which it anticipates will begin operations about the beginning of November, 2000. See NOTE 5

NOTE 4. COMPANY FACILITIES

The Company currently uses office space at #214-2791 Hwy 97 N, Kelowna, B.C., VIX4J8, which is provided by a shareholder at no cost to the Company. The President also maintains an office in his home at no cost to the Company.

NOTE 5. DEPOSIT

The Company deposited $250,000 Canadian Dollars ($170,561 USD), to Mega Holdings, Ltd., pursuant to an 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 $3,000,000 Canadian Dollars. The property, buildings and related equipment were appraised in 1996 at a replacement value of $4,990,000 Canadian Dollars, during a time in which the plant was dormant and in need of repair. The purchase agreement requires an additional payment of $150,000 Canadian Dollars within 45 days of acceptance, which made it due on June 24, 2000, the parties have agreed to extend the deadline for the payment. Upon completion of the purchase this beef processing plant will be operated by Blue Mountain Packers, Ltd., The Company intends to acquire the issued and outstanding shares of stock of Blue Mountain Packers, Ltd. and operate this corporation as a wholly owned subsidiary. Blue Mountain Packers, Ltd. recently received certification by the Canadian Food Inspection Agency of the Government of Canada, Department of Agriculture for the processing of Canadian beef.

NOTE 6. STOCKHOLDERS LOAN RECEIVABLE

On February 17, 2000 the Company executed a subscription agreement and note whereby the Company would receive $150,000 for 1,500,000 shares common stock. The note was interest free and is to be received within one (1) week of the Company being re-listed on the OTC:BB or other suitable exchange.

NOTE 7. NOTE RECEIVABLE BLUE MOUNTAIN

On September 15, 2000, the Company issued a note to Douglas Dickie dba Deelay Holdings for $33,638 USD due and payable on or before September 15, 2001 plus interest in the amount of $2,691 USD and passed this loan through to Blue Mountain Pakers Ltd., which executed a note at the same terms.

- 7 -

HYBRID FUELS, INC.
(Formerly Polo Equities, Inc.)

NOTES TO FINANCIAL STATEMENTS

NOTE 8. STOCKHOLDERS LOAN PAYABLE

Advanced by the controlling shareholder of the Company; The money was advanced to the Company with no specific term of repayment.

NOTE 9. DIRECTOR PAYABLE

The President and Director Clay Larson, has paid office and related expenses for the Company, from his personal funds in the amount of $2,187 USD. The Company has agreed to reimburse him for these expenses.

NOTE 10. STOCKHOLDERS EQUITY

The issuer was originally incorporated in Florida as Fiberglass Industries Corp of America in February, 1960 with authorized capital of 500,000 shares with a par value of $.10 per share.

In October, 1964, the Company changed its authorized capital to 1,500,000 shares of common stock with a par value of $.10 per share

On November 21, 1966, the Company changed its name to Rocket Industries, Corporation. and at that time authorized capital was increased to 3,000,000 shares and par value was changed to $.05 per share.

On January 27, 1984, the Company changed its name to Polo Investment Corp of Missouri Inc. and increased its authorized capital to 30,000,000 shares.

On June 3, 1993, the Company changed its name to Polo Equities, Inc. and increased its authorized capital to 50,000,000 shares common stock with a par value of $.001 per share.

In May 1998, the Company caused a Nevada corporation to be formed under the name Polo Equities, Inc., ( a Nevada corporation), with authorized capital of 50,000,000 shares of $.001 par value common stock. The Company then merged with Polo 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 29, 1998, the Company changed its name to Hybrid Fuels, Inc., the current name.

In accordance with the terms of an acquisition agreement, 12,000,000 of the 15,000,000 shares outstanding at the time, were canceled and 12,000,000 treasury shares were issued in a share for share exchange by which the issuer became the owner of all of the issued and outstanding shares of Hybrid Fuels, USA Inc. and 330420 B.C. LTD. That Company changed it's name to Hybrid Fuels (Canada) Inc. By acquiring control of that company, this Company gained control of the intellectual property.

On August 4, 1998, the Company 's Board of Directors authorized the issuance of 1,000,000 shares common stock to individuals without consideration. On March 23, 1999, the Company's Board of Directors issued an additional 900,000 shares common stock, also without consideration. On August 21, 1999, the Board of Directors resolved that share certificates numbered 10166 through 10174 totaling 1,000,000 shares common stock and certificates numbered 10212 through 10220 totaling 900,00 shares common stock 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, Standard Registrar and Transfer Company Inc., 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 canceled certificates, totaling 550,000 shares, have been endorsed and returned to the Company for cancellation.

- 8 -

HYBRID FUELS, INC.
(Formerly Polo Equities, Inc.)

NOTES TO FINANCIAL STATEMENTS

NOTE 11. U.S.A. SECURITIES AND EXCHANGE COMMISSION

On November 7, 2000, the Company filled a Form SB-2 Registration Statement under The Securities Act of 1933 with the Securities and Exchange Commission. Registration File Number 333-49424. The Company has been advised by the Securities and Exchange Commission that the June 30, 2000, Financial Statements needed to be updated and resubmitted as an amended submission.

-9-