10-Q 1 v134888_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended October 31, 2008

¨	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 000-33391

HYBRID TECHNOLOGIES, INC.

(Exact name of Small Business Issuer as specified in its charter)

Nevada		88-0490890
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

4894 Lone Mountain #168, Las Vegas NV		89130
(Address of principal executive offices)		(Postal or Zip Code)

Issuer's telephone number, including area code: 702-425-7376

Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. (Check One):

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding the issuer's common stock, $.001 par value, was 23,347,257 as of December 1, 2008.

HYBRID TECHNOLOGIES, INC.

TABLE OF CONTENTS

	Page No.

PART I. FINANCIAL INFORMATION	1

ITEM 1 – Financial Statements	1

ITEM 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations.	16

ITEM 3 – Quantitative and Qualitative Disclosures about Market Risk	20

ITEM 4T– Controls and Procedures.	21

PART II. OTHER INFORMATION	21

ITEM 1 – Legal Proceedings	21

ITEM 6 – Exhibits	21

EXHIBIT 31 – Certification pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

EXHIBIT 32 – Certification pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

PART I. FINANCIAL INFORMATION

HYBRID TECHNOLOGIES, INC.

INDEX

	Page No.

ITEM I – Unaudited Consolidated Financial Statements

Consolidated Balance Sheets as of October 31, 2008 and July 31, 2008 (Unudited)	2

Consolidated Statements of Operations for the Three Months Ended October 31, 2008 and 2007 and from Inception (April 12, 2000) to October 31, 2008 (Unaudited)	3

Consolidated Statement of Stockholders Equity (Deficit) (Unaudited)	4

Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2008 and 2007 and from Inception (April 12, 2000) to October 31, 2008 (Unaudited)	5-6

Notes to Unaudited Consolidated Financial Statements	7-12

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

Consolidated Balance Sheets

(UNAUDITED)

	October 31,			July 31,
	2008			2008
ASSETS

Current assets:
Cash	$	2,472		$	101,095
Accounts receivable, net of allowance for doubtful accounts of $0		133,161			13,601
Inventories		329,091			287,310
Employee Advances		3,564			-
Other current assets		11,819			69,119
Total current assets		480,107			471,125

Property and equipment, net		2,006,801			2,014,580

Other long term assets:
Other assets		51,600			51,600
Deferred patent costs		19,903			19,903
Total other long term assets		71,503			71,503

	$	2,558,411		$	2,557,208

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
Current portion of long-term debt	$	30,403		$	32,422
Accounts payable and accrued expenses		428,381			330,183
Customer deposits		259,331			149,160
Advances from related parties		448,795			38,000
Total current liabilities		1,166,910			549,765

Long-term debt - less current portion above		6,436,075			6,135,408

Commitments and contingencies		-			-

Stockholders' deficiency:

Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued		-			-
Common stock, $.001 par value, 35,714,285 authorized; outstanding 23,347,257 at October 31, 2008 and July 31, 2008, respectively		23,347			23,347
Additional paid-in-capital		47,790,509			47,790,509
Deficit accumulated during the development stage		(52,846,460	)		(51,947,451	)
Cumulative other comprehensive income (loss)		(11,970	)		5,630
Total stockholders' deficiency		(5,044,574	)		(4,127,965	)

	$	2,558,411		$	2,557,208

SEE NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

Consolidated Statements of Operations

(UNAUDITED)

							INCEPTION
	THREE MONTHS ENDED						(April 12,, 2000)
	OCTOBER 31,						THROUGH
	2008			2007			July 31, 2008

Sales	$	1,945		$	102,414		$	1,970,999

Costs and expenses:
Cost of sales		-			185,794			2,533,563
General and administrative		483,901			574,059			42,138,910
Research and development		416,252			73,542			7,787,945
Compensatory element of stock issuances		-			-			804,652
		900,153			833,395			53,265,070

Loss from continuing operations		(898,208	)		(730,981	)		(51,294,071	)

Other income (expense):
Interest expense		(27,293	)		(27,080	)		(999,844	)
Interest income		7,077			242			7,077
Loss from sale of other assets		-			-			(314,381	)
Other income		19,415			(378	)		965,803

Net loss from continuing operations		(899,009	)		(758,197	)		(51,635,416	)

Provision for income tax		-			-			-

Net loss from continuing operations		(899,009	)		(758,197	)		(51,635,416	)

Discontinued operations:
Loss from discontinued operations		-			(309,969	)		(1,320,313	)
Gain on disposal of discontinued operations		-			-			90,069
Net loss on discontinued operations		-			(309,969	)		(1,230,244	)

Loss from continued and discontinued operations		(899,009	)		(1,068,166	)		(52,865,660	)

Minority interest share of loss of consolidated subsidiaries from discontinued operations		-			-			19,200

Net loss		(899,009	)		(1,068,166	)		(52,846,460	)

Other comprehensive income (loss):
Foreign currency translation		2,361			3,972			7,991

Net comprehensive loss	$	(896,648	)	$	(1,064,194	)	$	(52,838,469	)

Net loss per share - basic and diluted - continuing operations	$	(0.04	)	$	(0.02	)

Weighted shares outstanding - basic and diluted - continuing operations		23,347,257			39,500,511

Net loss per share - basic and diluted - discontinued operations	$	-		$	(0.01	)

Weighted shares outstanding - basic and diluted - discontinued operations		23,347,257			39,500,511

SEE NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

Consolidated Statement of Stockholder's Equity (Deficiency)

										Deficit
										Accumulated						Cumulative
							Additional			During the						Other
	Common stock						Paid-in			Development			Subscription			Comprehensive
	Shares			Amount			Capital			Stage			Receivable			Income (loss)			Total

Balance April 12, 2000		-		$	-		$	-		$	-		$	-		$	-		$	-

Stock issuances
Issuance of stock for cash		760,500			7,605			81,690			-			-			-			89,295
Net loss for the period		-			-			-			(7,773	)		-			-			(7,773	)

Balance January 31, 2001		760,500			7,605			81,690			(7,773	)		-			-			81,522

Net loss for the year		-			-			-			(65,618	)		-			-			(65,618	)

Balance January 31, 2002		760,500			7,605			81,690			(73,391	)		-			-			15,904

Stock issuances
Non-cash issuance of common stock		3,600,000			(3,244	)		403,249			-			-			-			400,005
Value of rent donated by a related party		-			-			6,000			-			-			-			6,000
Net loss for the year		-			-			-			(825,493	)		-			-			(825,493	)

Balance January 31, 2003		4,360,500			4,361			490,939			(898,884	)		-			-			(403,584	)

Stock issuances
Non-cash issuance of stock		1,012,500			1,013			(1,013	)		-			-			-			-
Employee stock based compensation		-			-			4,660,000			-			-			(4,660,000	)		-
Exercise of options, split adjusted		707,400			707			588,793			-			-			-			589,500
Expenses paid with stock		2,250			2			8,748			-			-			-			8,750
Amortization of deferred stock compensation		-			-			-			-			-			4,394,000			4,394,000
Issuance of common stock for cash and note		42,533			42			199,958			-			(50,000	)		-			150,000
Net loss for the year		-			-			-			(5,261,224	)		-			-			(5,261,224	)

Balance January 31, 2004		6,125,183			6,125			5,947,425			(6,160,108	)		(50,000	)		(266,000	)		(522,558	)

Stock issuances
Return of non-cash issuance		(1,012,500	)		(1,013	)		1,013			-			-			-			-
Stock redemption		(900,000	)		(900	)		900			-			-			-			-
Employee stock based compensation		-			-			7,071,467			-			-			-			7,071,467
Exercise of options		1,072,892			1,073			924,222			-			-			-			925,295
Stock re-issuance		900,000			900			(900	)		-			-			-			-
Amortization of deferred stock compensation		-			-			-			-			-			266,000			266,000
Basis of assets acquired less then purchase price		-			-			(54,656	)		-			-			-			(54,656	)
Stock dividend		618,558			619			(619	)		-			-			-			-
Collection of receivable		-			-			-			-			50,000			-			50,000
Net loss for the year		-			-			-			(12,586,255	)		-			-			(12,586,255	)

Balance January 31, 2005		6,804,133			6,804			13,888,852			(18,746,363	)		-			-			(4,850,707	)

Stock issuance
Exercise of options		9,500			10			60,790			-			-			-			60,800
Sale of stock for cash		4,000			4			19,996			-			-			-			20,000
Stock issued for related party advances		500,000			500			3,384,094			-			-			-			3,384,594
Stock dividend		365,882			366			(366	)		-			-			-			-
Options issued for expenses		-			-			250,000			-			-			-			250,000
Net loss for the period		-			-			-			(2,918,739	)		-			-			(2,918,739	)

Balance July 31, 2005		7,683,515			7,684			17,603,366			(21,665,102	)					-			(4,054,052	)

Stock issuances
Value of stock options issued		-			-			7,577,255			-			-			-			7,577,255
Exercise of options		1,470,500			1,470			9,434,530			-			-			-			9,436,000
Stock issued for debt		12,732,500			12,733			2,987,266			-			-			-			2,999,999
Stock dividend		4,008,615			4,008			(4,008	)		-			-			-			-
Net loss for the year		-			-			-			(13,126,909	)		-			-			(13,126,909	)

Balance July 31, 2006		25,895,130			25,895			37,598,409			(34,792,011	)		-			-			2,832,293

Stock issuances
Value of stock options issued (valued at $1.05 per share)		-			-			2,103,600			-			-			-			2,103,600
Exercise of options (valued at $3.55 per share)		1,206,000			1,206			4,280,094			-			-			-			4,281,300
Value of stock issued for services (valued at $0.8387 per share)		3,100,000			3,100			2,596,900			-			-			-			2,600,000
Stock dividends		9,299,381			9,300			(9,300	)		-			-			-			-
Net loss for the year		-			-			-			(10,619,757	)		-			-			(10,619,757	)

Foreign currency transactions		-			-			-			-			-			(7,860	)		(7,860	)

Balance July 31, 2007		39,500,511			39,501			46,569,703			(45,411,768	)		-			(7,860	)		1,189,576

Stock issuances
Value of stock options issued (valued at $1.8933 per share)		-						804,652												804,652
Common stock issued as collateral on loan pre-reverse stock split		10,000,000			10,000			(10,000	)		-			-			-			-
Reverse stock split		(42,428,598	)		(42,429	)		42,429			-			-			-			-
Common stock issued as collateral on loan post-reverse stock split		16,071,427			16,071			(16,071	)		-			-			-			-
Exercise of options post-reverse stock split (valued at $1.96 per share)		203,917			204			399,796			-			-			-			400,000

Net loss for the year		-			-			-			(6,535,683	)		-			-			(6,535,683	)

Foreign currency transactions		-			-			-			-			-			13,490			13,490

Balance July 31, 2008		23,347,257			23,347			47,790,509			(51,947,451	)		-			5,630			(4,127,965	)

Net (loss) for the period		-			-			-			(899,009	)		-			-			(899,009	)

Foreign currency transactions		-			-			-			-			-			(17,600	)		(17,600	)

Balance October 31, 2008		23,347,257		$	23,347		$	47,790,509		$	(52,846,460	)	$	-		$	(11,970	)	$	(5,044,574	)

SEE NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

Consolidated Statements of Cash Flows

(UNAUDITED)

							Inception
							(April 12, 2000)
	THREE MONTHS ENDED						through
	October 31,						October 31,
	2008			2007			2008

Cash provided (used in) Operating Activities:
Net (loss)	$	(899,009	)	$	(1,068,166	)	$	(52,846,460	)
Adjustments to reconcile net (loss) to cash
Depreciation and amortization		19,617			30,232			839,583
Bad debt expense		-			22,813			186,582
Gain/loss of sale of other assets		-			-			315,169
Non cash stock-based compensation		-			-			24,550,293
(Increase) in accounts receivable		(119,560	)		(26,497	)		(319,743	)
(Increase) in inventories		(41,781	)		(29,869	)		(329,091	)
(Increase) in employee advances		(3,564	)		-			(3,564	)
(Increase) decrease in prepaid expenses and other assets		57,300			6,531			(11,819	)
(Increase) in other assets		-			-			(50,000	)
Increase in accounts payable and accrued expenses		98,198			78,526			428,381
Increase in customer deposits		110,171			-			259,331
(Gain) on sale of subsidiary		-			-			(90,069	)
Loss from discontinued operations		-			-			1,320,313
Cash used in operating activities		(778,628	)		(986,430	)		(25,751,094	)

Cash provided by (used in) Investing Activities:
Increase in other assets		-			14,918			(1,452,353	)
Proceeds from sale of other assets		-			-			1,136,372
Proceeds from sale of subsidiary		-			-			215,000
Purchase of property and equipment		(11,838	)		(65,992	)		(1,150,670	)
Proceeds from sale of property and equipment		-			-			108,318
Investment in subsidiaries		-			-			(688,220	)
Increase in deferred patent costs		-			-			(19,903	)
Cash used in investing activities		(11,838	)		(51,074	)		(1,851,456	)

Cash provided (used in) by Financing Activities:
Proceeds from the exercise of stock options		-			-			15,692,895
Collection of stock receivable		-			-			50,000
Proceeds from the issuance of debt		306,995			250,000			9,421,708
Advances from related parties		681,087			2,577,406			13,350,894
Payments of related party advances		(270,292	)		(1,580,267	)		(9,742,575	)
Payments of debt		(8,347	)		-			(1,415,230	)
Proceeds from the issuance of common stock		-			-			259,300
Cash provided by financing activities		709,443			1,247,139			27,616,992

Effect of exchange rate changes on cash and cash equivalents		(17,600	)		3,972			(11,970	)

Net increase (decrease) in cash		(98,623	)		213,607			2,472

Cash at beginning of period		101,095			3,775			-

Cash at end of period	$	2,472		$	217,382		$	2,472

Supplemental information:
Cash paid during the year for:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non - cash financing activities:
Fixed assets acquired by the issuance of debt	$	-		$	-		$	1,300,000
Shares issued for related party advances	$	-		$	-		$	3,000,000

SEE NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Financial statement presentation

The financial statements have been prepared in accordance with Securities Exchange Commission requirements for interim financial statements. Therefore, they do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on form 10-K for the year ended July 31, 2008 as filed with the Securities Exchange Commission.

The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim period a fair statement of such operations. All such adjustments are of a normal recurring nature.

History and Nature of Business

Hybrid Technologies, Inc., Inc. (formerly Whistler Investments, Inc.) was incorporated under the laws of the State of Nevada on April 12, 2000. Hybrid Technologies, Inc.'s (the “Company”) original business was the exploration and development of mineral interests. The Company abandoned these interests in 2003.

The Company is currently pursuing the development and marketing of electric powered vehicles and products based on the advanced lithium battery technology it has developed. At October 31, 2008 the Company deems itself a development stage company as planned principal operations are minimal in its primary line of business.

On April 16, 2008, the Company sold their controlling interest of approximately 69% of the outstanding common stock in Zingo, Inc. (now Superlattice Power, Inc., “SPI”). Prior to April 16, 2008, SPI was a related party who provided telecommunication services to business and residential customers utilizing VOIP technology and currently is researching and developing rechargeable lithium ion batteries.

Effective April 15, 2008, the Company entered into a license agreement with SPI providing for their license to SPI of their patent applications and technologies for rechargeable lithium ion batteries for hybrid vehicles and other applications (“licensed products”). Under the license agreement, the Company has the right to purchase their requirements of lithium ion batteries from SPI, and their requirements of lithium ion batteries shall be supplied by SPI in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers of SPI. The Company’s cost for lithium ion batteries purchased from SPI shall be SPI’s actual manufacturing costs for such batteries for the fiscal quarter of SPI in which the Company’s purchase takes place.

SPI has agreed to invest a minimum of $1,500,000 in each of the next two years in development of the technology for the Licensed Products. To date, investments have been made in the amount of $29,654. If the SPI does not make the required investments, it will be in default under the license agreement; Hybrid would have the right to terminate the license agreement.

Basis of presentation

The Company’s financial statements for the three months ended October 31, 2008 have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company had $1,945 of revenue for the three months ending October 31, 2008, and as of October 31, 2008, there was a stockholders’ deficiency of approximately $5 million. Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s business is subject to most of the risks inherent in the establishment of a new business enterprise. The likelihood of success of the Company must be considered in light of the expenses, difficulties, delays and unanticipated challenges encountered in connection with the formation of a new business, rising operating and development capital, and the marketing of a new product. There is no assurance the Company will ultimately achieve a profitable level of operations.

The Company presently does not have sufficient liquid assets to finance its anticipated funding needs and obligations. The Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and achieve a level of sales adequate to support its cost structure. Management is actively seeking additional capital to ensure the continuation of its current activities and complete its proposed activities. However, there is no assurance that additional capital will be obtained. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties should the Company be unable to continue as a going concern.

SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

The consolidated financial statements included the accounts and records of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company does not have any special purpose entities.

Where the Company’s ownership is less than 100 percent, the minority ownership interests are reported in the Consolidated Balance Sheets as a liability. The Company record minority interest expense which reflects the portion of the earnings (loss) of majority owned operations which are applicable to the minority interest partners. The minority ownership of the Company’s earnings is classified as “Minority interest share of (earnings) loss of consolidated subsidiaries” from discontinued operations in the Consolidated Statements of Operations.

The following is a listing of the Company's subsidiaries and its ownership interests:

Global Electric, Corp.	67.57%
R Electric Car, Co.	67.57%
Solium Power, Corp.	67.57%
Hybrid Technologies USA Distributing Inc.	100.00%
Hybrid Electric Vehicles India Pvt. Ltd.	100.00%

Estimates

The preparation of financial statements prepared in accordance with the accounting standards generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Financial instruments

The fair value of accounts receivables, accounts payable and accrued expenses and advances from related parties approximates fair value based on their short maturities. The fair value of notes payable approximate fair value based the value of other notes having the same or similar terms, interest rates and collateral.

Accounts receivables

The Company provides credit to customers in the normal course of business. An allowance for accounts receivable is estimated by management based in part on the aging of receivables and historical transactions. Periodically management reviews accounts receivable for accounts that appear to be uncollectible and writes off these uncollectible balances against the allowance accordingly.

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Inventories

Inventories are stated at the lower of cost or market. Cost is based on the specific identification method.

Property and equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation of property and equipment are accounted for by accelerated methods over the following estimated useful lives:

	Lives	Methods
Building improvements	39 years	Straight line
Furniture and fixtures	10 years	Accelerated
Software	3-5 years	Straight line
Computers	5 years	Straight line

Deferred patent costs

The Company capitalizes costs directly incurred in pursuing patent applications as deferred patent costs. When such applications result in an issued patent, the related costs are amortized over the remaining legal life of the patents, which is assumed to be 17 years, using the straight-line method. On a quarterly basis, the Company reviews the issued patents and pending patent applications and if the Company determines to abandon a patent application, or an issued patent no longer has economic value, the unamortized balance in deferred patent costs relating to that patent is immediately expensed. As of October 31, 2008 there were only pending patent applications.

Stock based compensation

The Company issues stock options to employees and other certain service providers under stockholder approved stock option programs that provide the right to purchase the Company’s stock pursuant to stock purchase programs. The Company also issued common stock for services performed. The fair value of the stock options issued is estimated on the date of grant using the Black Scholes Option Pricing Model. The fair value of common stock issued for services is estimated on the date of issuance based on the value of the stock issued or the consideration received.

Revenue recognition

The Company recognizes revenue in accordance with the guidance contained in SEC Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements" and other relevant accounting literature. Revenue is recognized when the product has been delivered and title and risk of loss have passed to the customer, collection of the resulting receivable is deemed reasonably assured by management, persuasive evidence of an arrangement exists and the sale price is fixed and determinable.

Shipping and handling

Shipping and handling costs related to services and product sales are expensed as incurred.

Advertising

Advertising costs are expensed as incurred and are included in general and administrative expenses. Total advertising expenditures for the three months ended October 31, 2008 and 2007 and inception (August 12, 2000) to October 31, 2008 date amounted to approximately $170,000, $40,000 and $1,948,000, respectively.

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Concentration of risk

The Company maintains cash deposit accounts and certificates of deposits which at times may exceed federally insured limits. These accounts have not experienced any losses and the Company believes it is not exposed to any significant credit risk related to cash.

Income taxes

The Company accounts for income taxes using an asset and liability approach under which deferred income taxes are recognized by applying enacted tax rates applicable to future years to the differences between the financial statement carrying amounts and the tax bases of reported assets and liabilities.

The principal item giving rise to deferred taxes is the net operating loss carry forward.

Effective August 1, 2007, uncertain tax positions are accounted for in accordance with FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes."

Long-lived assets

The Company accounts for long-lived assets in accordance with Statement of Financial Accounting Standard No. 144 (SFAS 144) "Accounting for Long-Lived Assets". The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts and circumstances that may suggest impairment. The Company recognizes impairment when the sum of undiscounted future cash flows is less than the carrying amount of the asset. The write down of the asset is charged to the period in which the impairment occurs.

Foreign currency translation

The functional currency for some foreign operations is the local currency. Assets and liabilities of foreign operations are translated at balance sheet date rates of exchange and income, expense and cash flow items are translated at the average exchange rate for the period. Translation adjustments in future periods will be recorded in Cumulative Other Comprehensive Income. The translation gains or losses were not material for the three months ended October 31, 2008 and 2007.

Comprehensive loss

The Company reports comprehensive loss in accordance with the requirements of SFAS No. 130. For the years ended July 31, 2008 and 2007, the difference between net loss and comprehensive loss is foreign currency translation.

Loss per Share

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and potential common shares during the specified period. All potentially dilutive securities, which include options and warrants convertible into 1,019,000 and 1,219,000 common shares at October 31, 2008 and 2007, respectively, have been excluded from the computations, as their effect is anti-dilutive.

Discontinued Operations

In April 2008, the Company completed the sale of SPI. The operations of SPI were accounted for as discontinued operations in the consolidated financial statements for the years presented herein. The divestiture resulted in a loss of $0 and $309,969, respectively, for the three months ended October 31, 2008, and 2007, and $1,630,282 from inception (August 12, 2000) through October 31, 2008.

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Summarized combined statement of loss for discontinued operations is as follows:

	THREE MONTHS ENDED
	October 31,
	2008		2007

Net sales	$	-	$	234,674
Loss before income tax		-		(544,643	)
Provision for income taxes		-		-
Loss from operations - net tax		-		(309,969	)
Gain on sale of discontinued operations		-		-
Provision for income taxes		-		-
Loss from discontinued operations - net of tax	$	-	$	(309,969	)

Reclassification

Certain reclassifications have been made to the prior year’s financial statements to conform to the current year presentation. These reclassifications have had no impact on the net. The reclassification consisted of other assets being reclassified as marketable securities. The Company reclassified certain continuing operations to discontinued operations for the three months ended October 31, 2007 in the Company’s Consolidated Statements of Operations.

Recently issued accounting pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 amends Accounting Research Bulletin (“ARB”) No. 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the Consolidated Financial Statements. SFAS No. 160 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest on the face of the consolidated statement of income. Under SFAS No. 160, the accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation must be accounted for as equity transactions for the difference between the parent’s carrying value and the cash exchanged in the transaction. In addition, SFAS No. 160 also requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated (except in the case of a spin-off), and requires expanded disclosure in the Consolidated Financial Statements that clearly identify and distinguish between the interests of the parent’s ownership interest and the interests of the noncontrolling owners of a subsidiary. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company will adopt SFAS No. 160 on January 1, 2009, as required, and is currently evaluating the impact of such adoption on its financial statements.

In February 2008, the FASB issued FASB Staff Position SFAS 157-1, “Application of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting Pronouncements that Address Leasing Transactions” (“FSP SFAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective Date of SFAS No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive accounting pronouncements that address leasing transactions from the requirements of SFAS No. 157, with the exception of fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective for the Company upon adoption of SFAS No. 157 on January 1, 2008. The Company will provide the additional disclosures required relating to the fair value measurement of nonfinancial assets and nonfinancial liabilities when it fully implements SFAS No. 157 on January 1, 2009, as required, and does not believe they will have a significant impact on its financial statements.

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, an amendment of FASB Statement No. 133 (“SFAS No. 161”). The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that SFAS No. 161 will have a material impact on its financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. This Statement is effective sixty days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 162 on its financial statements.

Note 2. Property and equipment

Property and equipment consist of:

	October 31,			July 31,
	2008			2008
Building and improvements	$	1,272,352		$	1,272,352
Furniture and fixtures		23,713			19,548
Office equipment		139,173			137,030
Machinery and equipment		20,521			19,026
Vehicles		60,979			60,979
Software costs		15,739			11,874
Land		700,000			700,000
		2,232,477			2,220,809
Less accumulated depreciation		(225,676	)		(206,229	)
	$	2,006,801		$	2,014,580

Depreciation expense for the three months ended October 31, 2008 and 2007 was $19,617 and $30,232, respectively.

Note 3. Inventories

Inventories consist of the following:

	October 31,		July 31,
	2008		2008
Raw materials	$	127,694	$	134,456
Work in progress		100,097		117,124
		101,300		35,730
Finished goods	$	329,091	$	287,310

Raw materials, work in progress and finished goods for the three months ended October 31, 2008, and year ended July 31, 2008, is related to the Company’s planned sales of electric powered vehicles.

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Advances from related parties and related party transactions

During the three months ended October 31, 2008 and 2007, the Company received and repaid additional advances from Del Mar Ventures Corp, a company owned by Aarif Jamani (a Company stockholder) of $0 2008, and $0 and $9,940, respectively in 2007. As of October 31, 2008 and 2007, the balance was $0 and $10,000, respectively.

The Company received and repaid additional advances from SSRI (owned by a Company stockholder) for the three months ended October 31, 2008 and 2007 in amounts of $630,087 and $270,291, respectively for 2008 and $2,556,382 and $1,557,479, respectively for 2007. As of October 31, 2008 and 2007, the amount due to SSRI was $397,795 and $897,468, respectively.

The Company did not receive and repay any additional advances from Salim Rana (a Company Stockholder) for the three months ended October 31, 2008 and 2007. As of October 31, 2008 and 2007, the amount due to Salim Rana was $0 and $82,866, respectively.

The Company received and repaid additional advances from A & S Holding (owned by a previous Company president) for the three months ended October 31, 2008 and 2007 in amount of $0 for 2008 and $10,876 and $0, respectively for 2007. As of October 31, 2008 and 2007, the amount due to the Company was $0.

The Company received and repaid additional advances from Greg Navone (Director of the Company) for the three months ended October 31, 2008 and 2007 in amount of $51,000 and $0, respectively for 2008 and $115,000and $117,700, respectively for 2007. As of July 31, 2008 and 2007, the amount due to the Company was $51,000 and $2,300, respectively.

Due from related parties and advances from related parties are reported as current assets or liabilities. These advances are not subject to written agreements and have no specific repayment terms but are deemed due on demand and are not interest bearing notes except for the Greg Navone note.

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 5. Long-term debt

Long-term debt consists of:

	October 31,			July 31,
	2008			2008
10.875% note payable to Bayview Loan Servicing, LLC, payable in monthly installments of approximately $11,388 including interest, collateralized by real property due in full on or before December 2022 (1)		977,333			984,204

10% note payable to Wyndom Capital Investments, Inc., payable in October 2010 collateralized by 10,000,000 shares of the Company's common stock (2)		3,971,150			3,971,150

10% note payable to Crystal Capital Ventures, payable in May 2011 collateralized by 7,500,000 shares of the Company's common stock (3)		1,517,995			1,211,000

15.8% note payable to Allegiance Direct Bank, payable in monthly installments of approximately $525, due in full on October 2008 (4)		-			1,476
		6,466,478			6,167,830
Less current portion		(30,403	)		(32,422	)
	$	6,436,075		$	6,135,408

Principal maturities on continuing operations are as follows as of October 31, 2008:

2009	$	30,403
2010		4,006,582
2011		1,557,867
2012		44,431
2013		49,511
Thereafter		777,683
	$	6,466,478

(1) In November 2007, the Company refinanced a loan on a building. The Company paid the remainder of the loan to Richard Howard, with $50,000 in cash and $1,000,000 from the new loan proceeds. The new loan with Bayview Loan Servicing, LLC is $1,000,000. The loan has an initial interest rate at 10.875% per annum with a monthly payment of $11,388, including interest. The loan is due on December 1, 2022. After the first 24 months, the interest rate adjusts to Prime plus 4.875%. Interest rate changes are limited to 2% increase or decrease in any annual adjustments. Interest expense for the three months ended October 31, 2008 and 2007 for Bayview Loan Servicing, LLC is approximately $27,200 and $63,900, respectively, and $91,200 from inception (August 12, 2000) through October 31, 2008.

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(2) In October 2007, the Company entered into a loan agreement with Wyndom Capital Investments, Inc. (“Wyndom”). The Company issued 10,000,000 pre-reverse stock split shares (computes to 1,428,573 post-reverse stock split shares) of outstanding stock as collateral for the above note and 8,571,427 post reverse stock split shares of outstanding stock as collateral to total 10,000,000 post reverse stock split shares. The agreement provides loans of up to $4,000,000 with interest payable monthly at a rate of 10% per annum and due in full in October of 2010. Loans under the agreement are secured by the Company’s shares of common stock at a rate of two and one half shares to each dollar of principal. As of October 31, 2008, the Company has borrowed approximately $3,971,000 under the loan agreement. Interest expense for the three months ended October 31, 2008 and 2007 for Wyndom is approximately $0, and $397,000 from inception (August 12, 2000) through October 31, 2008.If Wyndom were to declare default and take possession of the collateral, the number of shares is sufficient to make Wyndom the controlling shareholder.

(3) On May 5, 2008, the Company entered into a loan agreement with Crystal Capital Ventures Inc. (“Crystal Capital”). The loan agreement provides for loans to the Company of up to $3,000,000, with a minimum initial loan of $500,000 taking place on May 19, 2008. The notes bear interest payable monthly in arrears at the rate of 10% per annum; and mature and are due and payable May 4, 2011. The loans under the loan agreement are secured by shares of the Company’s common stock held by Crystal Capital. The Company is required to issue shares as collateral at the rate of two and one half shares of the Company’s common stock for each dollar principal amount of the loan advanced to the Company. Following disbursement of the first $1,000,000 of funds pursuant to the loan agreement, on May 27, 2008, the Company issued 7,500,000 shares of common stock as collateral to Crystal Capital.

As of October 31, 2008, the Company has borrowed $1,517,995 under the loan agreement. Interest expense for the three months ended October 31, 2008 and 2007 for Crystal Capital is approximately $30,700 and $0, respectively, and $30,699 from inception (August 12, 2000) through October 31, 2008.

(4) On January 31, 2008 the Company financed a workman’s compensation policy with Allegiance Direct Bank for the period January 31, 2008 to January 31, 2009 for $6,396. The Company was required to make a down payment of approximately $1,966 in January 2008 and monthly payments including interest of 15.8%. Interest expense for the three months ended October 31, 2008 and 2007 Allegiance Direct Bank is approximately $0 and $195 from inception (August 12, 2000) through October 31, 2008.

Note 6. Stockholders’ Equity

In January 2008, the Company’s shareholders approved a 1:7 reverse stock split. Except for the presentation of common shares authorized and issued on the consolidated balance sheet and shares presented in the consolidated statement of stockholders’ equity (deficit), all shares and par share information has been revised to give retroactive effect to the reverse stock split. Authorized shares were 50,000,000 and were increased to 250,000,000 on December 24, 2007 (computes to 35,714,285 post-reverse stock split authorized shares). Wyndom Capital Investments, Inc. currently holds 10,000,000 post-reverse stock split shares as collateral for a loan of up to $4,000,000 and Crystal Capital Ventures Inc. holds 7,500,000 post reverse stock split shares as collateral for a loan up to $3,000,000 as discussed in Note 5.

Note 7. Segment information

FASB Statement No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by management. The Company is organized by line of business and geographical area. The Company has two businesses, telecommunication services and the development and sale of electric powered vehicles.

The following is financial information relating to the Company’s business segments:

HYBRID TECHNOLOGIES, INC.

A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	THREE MONTHS ENDED
	October 31,
	2008			2007
Revenues from external customers:
United States	$	1,945		$	102,414
Hong Kong		-			-
India		-			-
Total revenues from continuing operations	$	1,945		$	102,414
Loss from continuing operations:
United States		(873,437	)		(730,731	)
Hong Kong		(1	)		(250	)
India		(24,770	)		-
Total loss from continuing operations	$	(898,208	)	$	(730,981	)

Note 8. Going concern

The Company's financial statements are prepared based on the going concern principle. That principle anticipates the realization of assets and payments of liabilities through the ordinary course of business. No adjustments have been made to reduce the value of any assets or record additional liabilities, if any, if the Company were to cease to exist. The Company has incurred significant operating losses since inception. These operating losses have been funded by the issuance of capital, loans and advances. There are no guarantees that the Company will continue to be able to raise the funds necessary. Additionally, the lack of capital may limit the Company's ability to establish a viable business.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this section.

RESULTS OF OPERATION

During the period since inception on April 12, 2000 to October 31, 2008, we have incurred operating losses aggregating $52,846,460. At October 31, 2008, we had liabilities of $7,602,985 and a working capital deficiency of $606,803.

As of October 31, 2008, we had $2,472 cash on hand.

THREE MONTHS ENDED OCTOBER 31, 2008 and 2007

We incurred a net loss of $899,099 for the three months ended October 31, 2008, which included general and administrative costs of $483,901 and research and development expense of $416,252.

Our net loss from continuing operations for the three-month period ended October 31, 2008 increased from the comparative period in fiscal 2007 (from $758,197 in 2007 to $899,009 in 2008). This was primarily due to a decrease in general and administrative expense from $574,059 in the three-month period ended October 31, 2007, to $483,901 for the comparable period in 2008; an increase in research and development expense from $73,542 in 2007 to $416,252 in 2008, reflecting an increased level of research and development for vehicles; and a decrease in sales from $102,414 in the three-month period ended October 31, 2007, to $1,945 in 2008. In the three months ended October 31, 2007, we incurred general and administrative costs of $358,664 with respect to discontinued operations. In 2008, we also incurred interest expense of $27,293 related to loans payable, as compared with $27,090 for the comparable period in 2007.

Telecommunications Services

On April 16, 2008 we sold our controlling interest of approximately 69% of the outstanding common stock in Zingo, Inc. (now Superlattice Power, Inc.), which provided telecommunication services to business and residential customers utilizing VoIP technology.

Electric Vehicle Operations

We convert vehicles in our developmental facility in Mooresville, North Carolina. Our team of highly qualified engineers oversee groups of electrical and mechanical staff. This 40,000 square foot facility has room for both conversions and storage with the potential for future growth, enabling us to work on many projects and vehicles concurrently.

With the license of our lithium battery technology described below, we are concentrating on sales of our vehicles. We have initiated several nationwide newspaper advertising campaigns which have generated orders for our vehicles, and we are also seeing as a result a significant increase in inquiries about our electric vehicle products.

Effective April 15, 2008, we entered into a License Agreement (the “License Agreement”) with Superlattice Power, Inc. (formerly our subsidiary, Zingo, Inc., “SPI”) providing for our license to SPI of our patent applications and technologies for rechargeable lithium ion batteries for hybrid vehicles and other applications (“Licensed Products”). Under the License Agreement, we have the right to purchase our requirements of lithium ion batteries from SPI, and our requirements of lithium ion batteries shall be supplied by SPI in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers of SPI. Our cost for lithium ion batteries purchased from SPI shall be SPI’s actual manufacturing costs for such batteries for the fiscal quarter of SPI in which our purchase takes place.

SPI has agreed to invest a minimum of $1,500,000 in each of the next two years in development of the technology for the Licensed Products.

Effective April 16, 2008, SPI agreed to lease approximately 5,000 square feet of space (“Leased Space”) in our North Carolina facility, such Leased Space to be suitable for, and utilized by SPI for, SPI’s developmental and manufacturing operations for Licensed Products pursuant to the License Agreement. The Leased Space is leased on a month-to-month basis at a monthly rental of $2,500, the monthly rental to be escalated five (5%) percent annually. Effective April 16, 2008, we also sold to SPI for the purchase price of $29,005, specified equipment and supplies related to the Licensed Field.

Commercial Initiatives

On February 5, 2004 we announced the initiation of a lithium-ion conversion project with the United States Navy. We have funded the initial 3kw prototype for this project, and the prototype has been completed and delivered to the Navy. The NYC Taxi Commission agreed to test a PT Cruiser which was delivered January 2007. The converted PT Cruiser Taxi was driven for two months in New York City. The vehicle has been returned and the project is completed. Paratransit, Sacramento, California, a company providing community transportation services, purchased two converted PT Cruisers. We have signed a Space Act agreement with NASA and several vehicles are being tested by NASA at the Kennedy Space Center in Florida. We are also participating to showcase our technology in a “green” home in Calgary, Alberta. We signed an agreement in June 2007, pursuant to which the Canadian Ministry of Transportation purchased a Smart Car and PT Cruiser, both of which have been delivered. The Smart Car was not suited to their needs, has been returned and we will be refunding the purchase price. In September 2007, we signed a contract to provide and delivered a PT Cruiser to Arcadis, a contractor to the U.S. Environmental Protection Administration.

5.2 Liquidity and Capital Resources

Since our incorporation, we have financed our operations almost exclusively through the sale of our common shares to investors and borrowings. We expect to finance operations through the sale of equity in the foreseeable future as we receive minimal revenue from our current business operations. There is no guarantee that we will be successful in arranging financing on acceptable terms.

During the nine months ended October 31, 2008, we received net proceeds of $298,648 from the issuance of promissory notes for debt, and net proceeds of advances from related parties of $410,755.

Wyndom Capital Loan Agreement

On October 29, 2007, we entered into a Loan Agreement with Wyndom Capital Investments, Inc. (referred to in this paragraph as the “Lender”). The Loan Agreement provides for loans to the Company of up to $4,000,000, with a minimum initial loan of $500,000 the disbursement of which to us took place in late October, 2007. The notes evidencing the installments of the loans bear interest payable monthly in arrears at the rate of 10% per annum, and mature and are due and payable three years from the date of issuance. The loans under the Loan Agreement are secured by shares of our common stock held by the Lender. We are required to issue shares as collateral at the rate of two and one half shares of our common stock for each dollar principal amount of the loan advanced to us. If there is a trading halt in our common stock or we file for bankruptcy or reorganization, the Lender has full recourse against the Company to collect the unpaid amounts owing under the Loan Agreement and notes issued pursuant thereto, including a first priority lien on all of our assets. In the event of the occurrence of another type of default, which we do not cure in a timely fashion, the Lender, as its sole recourse, is entitled to take possession for its sole benefit of the shares of common stock designated as collateral for the principal amount of the Loan that is in default. After the Lender has disbursed the first $1,000,000 principal amount of the Loan to us, the Lender is entitled to receive a certificate for the balance of the 7,500,000 shares of common stock representing the collateral for the $3,000,000 balance of the funds that may be disbursed under the Loan Agreement. To the extent the $3,000,000 balance of funds are not delivered, we are entitled to cancel such certificate, with the Lender retaining the appropriate number of shares as collateral for advances in excess of $1,000,000. Following disbursement of the first $1,000,000 of funds pursuant to the Loan Agreement, on November 19, 2007, we issued 10,000,000 shares of common stock as collateral to the Lender. Following the one-for-seven reverse split effective in January 2008, we issued 8,571,427 shares of common stock to Wyndom to bring the number of their collateral shares back up to 10,000,000, as required by the Wyndom Loan Agreement.

As of October 31, 2008, the Company has borrowed $3,971,150 under the Wyndom Capital Loan Agreement.

Crystal Capital Ventures Loan Agreement

On May 5, 2008, we entered into a Loan Agreement with Crystal Capital Ventures Inc. (referred to in this paragraph as the “Lender”). The Loan Agreement provides for loans to the Company of up to $3,000,000, with a minimum initial loan of $500,000 the disbursement of which to us took place on May 19, 2008. The notes evidencing the installments of the loans bear interest payable monthly in arrears at the rate of 10% per annum, and mature and are due and payable three years from the date of issuance. The loans under the Loan Agreement are secured by shares of our common stock held by the Lender. We are required to issue shares as collateral at the rate of two and one half shares of our common stock for each dollar principal amount of the loan advanced to us. If there is a trading halt in our common stock or we file for bankruptcy or reorganization, the Lender has full recourse against the Company to collect the unpaid amounts owing under the Loan Agreement and notes issued pursuant thereto, including a priority lien on all of our assets. In the event of the occurrence of another type of default, which we do not cure in a timely fashion, the Lender, as its sole recourse, is entitled to take possession for its sole benefit of the shares of common stock designated as collateral for the principal amount of the Loan that is in default. After the Lender has disbursed the first $1,000,000 principal amount of the Loan to us, the Lender is entitled to receive a certificate for the balance of the 5,000,000 shares of common stock representing the collateral for the $2,000,000 balance of the funds that may be disbursed under the Loan Agreement. To the extent the $2,000,000 balance of funds are not delivered, we are entitled to cancel such certificate, with the Lender retaining the appropriate number of shares as collateral for advances in excess of $1,000,000. Following disbursement of the first $1,000,000 of funds pursuant to the Loan Agreement, on May 27, 2008, we issued 7,500,000 shares of common stock as collateral to the Lender.

As of October 31, 2008, the Company has borrowed $1,517,995 under the Crystal Capital Loan Agreement.

Our current operating funds are less than necessary for commercialization of our planned products, and therefore we will need to obtain additional financing in order to complete our business plan. We anticipate that up to $2,000,000 of additional working capital will be required over the next 12 months for market introduction of these products through joint venture partners or otherwise. We do not have sufficient cash on hand to meet these anticipated obligations.

Apart from the Wyndom Capital and Crystal Capital Loan Agreements, which may not furnish us with all of the capital that we will require, we do not currently have any other arrangements for financing, and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

Our auditors are of the opinion that our continuation as a going concern is in doubt. Our continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties.

CRITICAL ACCOUNTING ISSUES

The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires the Company to make estimates and judgments that affect the reported amount of assets, liabilities, and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to intangible assets, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Other Matters

New Financial Accounting Standards

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk - Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of three months or less. Our interest income is sensitive to changes in the general level of U.S. interest rates. We do not have significant short-term investments, and due to the short-term nature of our investments, we believe that there is not a material risk exposure. Our debt is at fixed interest rates.

Credit Risk - Our accounts receivables are subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of collection risks. As a result we do not anticipate any material losses in this area.

Item 4(T).

Controls and Procedures.

As of the end of the fiscal quarter covered by this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Principal Financial and Accounting Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting her to material information relating to the Company (including its consolidated subsidiaries) required to be included in this Quarterly Report on Form 10-Q. There have been no changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

PART II- OTHER INFORMATION

Item 6. Exhibits

Ex 31	Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Ex 32	Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,filed herewith.

SIGNATURES

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

Hybrid Technologies, Inc.

/s/Holly Roseberry

Holly Roseberry

President and Director

(Chief Executive Officer and

Principal Financial Officer)

Dated: December 15, 2008