HYBRID FUELS INC
SB-2, EX-3.3, 2000-11-07
INDUSTRIAL ORGANIC CHEMICALS
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                           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



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


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