SecProbe.io

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  Hybrid Fuels Inc., 237 Main Street, Box 880, Niverville, MB, Canada, R0A 1E0

March 11, 2005

Attention:  Meagan Caldwell

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  USA  20549

Re:      Form 10-KSB for the fiscal year ended June 30, 2004
         Form 10-QSB for the period ended September 30, 2004
         File No. 0-29351

Dear Ms. Caldwell:

Following are our responses to the comment letter dated February 22, 2005 (the
"Letter"), prepared by the staff of the Securities and Exchange Commission (the
"Staff") relating to the above referenced registration statements.

Each numbered paragraph below corresponds to the numbered paragraph in the
Letter:

1.   The responses below address the Staff comments and/or show what the
     revisions (if applicable) will look like. The revisions will be included in
     all future filings.

2.   (5) Employees
     -------------

At present, the Company does not have any employees. Until resources allow, the
Company will continue to use consultants or independent contractors for the
various tasks required to be performed on a quarter-to-quarter basis.

(8)  Item 2. Description of Property
     -------------------------------

The Company does not have any offices at the present time but maintains a
mailing address in Niverville, Manitoba, Canada.

The Company's wholly-owned subsidiary, Hybrid Fuels (Canada) Inc., has a verbal
agreement with the owner of a 6-acre parcel of land where a commercial facility
is currently being built in Oyama, British Columbia.

A group of Hybrid Fuels, Inc. shareholders is bearing the financial burden of
construction and retains legal ownership of the facility. Once the facility has
been completed for the Company's intended operations, the Company will negotiate
with this group to acquire or lease the facility on mutually agreeable terms.
The owner of the land is not related to the Company.

(9) The following paragraphs would be added at the end of the Item 6 Plan of
Operation section:

The construction of the facility is expected to be completed by March 31, 2005.
The feed system, including the growth cycle of the barley grass, would be
prepared during the following 30 days. Operations are expected to commence by
April 30, 2005 once the feed system is ready for the first delivery of cattle.

Once we have a fully operational facility, and have proven the technology and
processes, our subsidiary, Hybrid Fuels (Canada) Inc., will operate it and will
earn revenue from the sale of the finished cattle and wet ethanol.

The facility will not be run at full capacity until approximately four months
have passed from the facility becoming operational. We believe that at the end
of the fourth month of operations, when we sell the first group of finished
cattle, we will have an initial set of data from which to prepare pro forma
information for purposes of estimating cash flows and generating a more
comprehensive business plan.

<PAGE>

(10) Item 6. Plan of Operation
     -------------------------

The following paragraph replaces Paragraph 5 under Plan of Operation:

Our ability to continue to operate in the future depends on initiating
commercial operations utilizing the Hybrid Fuels technology. We estimate it will
cost approximately $500,000 to cover payables and begin the development of
operating activities and deal with potential claimants. This estimate includes
$110,000 for cattle, $50,000 for payables (excluding related party loans and
accrued executive salaries), $80,000 for salaries, consumables and other
operating expenses until the facility begins to generate cash flow, and $260,000
for contingencies and the development of operating activities. The above
estimates would not adequately cover the cost of acquiring an operating
facility, if the Company chooses and enters into a purchase agreement.

The following paragraph replaces Paragraph 7 under Plan of Operation:

Our subsidiary entered into a verbal agreement with a group of Hybrid Fuels Inc.
shareholders to construct a fully operational facility at Oyama, B.C., Canada on
six acres of farmland. This group is bearing the financial burden of
constructing this commercial facility and retains legal ownership. Once the
facility has been completed, the Company will negotiate with this group to
acquire or lease the facility on mutually agreeable terms. The owner of the land
on which the facility is being constructed is owned by an unrelated third party.

(11) Item 6. Plan of Operation
     -------------------------

The following paragraph replaces Paragraph 8 under Plan of Operation:

The commercial facility being built by the shareholder group is to include all
items necessary for a fully operational facility utilizing the Company's Hybrid
Fuels technology. The Company has not incurred any costs pertaining to the
facility to date and will not be obligated financially until the facility has
been completed and the Company enters into a formal agreement to either acquire
or lease the facility on mutually agreeable terms.

The above replacement paragraph clarifies why no accounting treatment is
required or necessary by the Company.

(13) Liquidity and Capital Resources
     -------------------------------

The following paragraphs will be added before the last paragraph of this
section:

Construction of the facility is expected to be completed by March 31, 2005. At
that time, The Company will need to enter into either an acquisition or lease
agreement so it can begin its commercial operations. The feed system, including
the growth cycle of the barley grass, would be prepared during the following 30
days. Operations are expected to commence by April 30, 2005, once the feed
system is ready for the first delivery of cattle.

Once we have a fully operational facility available for our use and have proven
the technology and processes, our subsidiary, Hybrid Fuels (Canada) Inc., will
operate it and will earn revenue from the sale of the finished cattle and wet
ethanol.

The facility will not be run at full capacity until approximately four months
have passed from the facility becoming operational. We believe that at the end
of the fourth month of operations, we will be in a position to generate revenue
by selling the first group of finished cattle.

The amount we anticipate spending on research and development for the remainder
of the fiscal year ending June 30, 2005 is approximately $20,000.

<PAGE>

We expect to incur the costs associated with the operating facility once the
Company has entered into an agreement that allows it to commence operations at
the facility. This is expected to occur around March 31, 2005, which is the
expected completion date of the facility. As the facility will be fully
operational upon its completion, the Company will only be required to incur
capital expenditures relating to cattle.

(17) Financial statement Note 2(d) will be revised in future filings to state
that the restricted shares disclosed in Note 7(b) have been included in the
calculation of basic and diluted EPS.

(20) Recent Sales Of Unregistered Securities
     ---------------------------------------

Set forth below is information regarding the issuance and sales of our
securities without registration during the past three years. No such sales
involved an underwriter and no commissions were paid in connection with the sale
of any securities. All shares were issued with restrictive legends. Restricted
securities must be owned and fully paid for at least one year. After the
one-year holding period, the number of shares non-affiliates may sell during any
three-month period cannot exceed 1% of the outstanding shares of the same class
being sold. If the shares have been owned for two years or more, no volume
restrictions apply to non-affiliates.

All of the purchasers/share recipients are residents of Canada, ie. non-U.S.
persons. Therefore, the shares issued are exempt from registration under
Regulation S of the Securities Act.

(22) Commitments and Contingencies
     -----------------------------

Note 7(c) is to be replaced with the following:

Between October 1998 and June 1999, the administration at that time sold a total
of 361,120 common shares of the Company to 34 subscribers on the basis of an
Offering Memorandum ("Offering") that contained a significant number of
inaccuracies. A total of $223,000 was raised pursuant to this Offering.
Management had concerns regarding possible misstatements, omissions and
misleading statements. On the advice of legal counsel, the Company offered these
34 subscribers the option of receiving restricted stock as the Company did not
and does not have the funds to repay these subscribers. Restricted securities
must be owned and fully paid for at least one year. After the one-year holding
period, the number of shares non-affiliates may sell during any three-month
period cannot exceed 1% of the outstanding shares of the same class being sold.
If the shares have been owned for two years or more, no volume restrictions
apply to non-affiliates. Those who opted to receive restricted stock were also
given an undertaking that they would receive a rescission offer when the Company
was in a position to repay their money plus appropriate interest, in return for
a return of the restricted stock, or they could elect to retain the stock. To
date, 23 subscribers, have, pursuant to this offer received 232,753 shares,
representing $158,000. These shares are issued but not considered outstanding.
The remaining 11 subscribers, who paid $65,000 for 128,367 shares, have not
responded to the offer. These subscriptions are recorded as redeemable and
restricted common shares until rescission rights have been revoked.

3.   The cover pages of Form 10-KSB/A and Form-QSB/A have been amended.

4.   The Company acquired Hybrid Fuels, USA, Inc. on May 28, 1998, which was
     accounted for as a reverse takeover. All historical financial statements
     are those of Hybrid Fuels, USA, Inc. Since the inception date of Hybrid
     Fuels, USA, Inc. was January 28, 1998, this is the correct inception date
     for the presentation of the Company's financial statements. This will be
     corrected in all future filings. As a result, the nature of the businesses
     prior to the acquisition of Hybrid Fuels, USA, Inc. is irrelevant.
     Therefore, we will also remove all references to previous businesses of the
     registrant prior to the acquisition in future filings.

5.   The second and third paragraphs should be removed as the commercial
     facility constructed near Cardston, Alberta was shut down before the
     Company entered into a formal agreement to either acquire or lease the
     facility or enter into an operating contract. An independent private
     builder group was to complete construction and demonstrate that the
     facility was fully functional for the Company's intended operations before
     the Company would sign a contract. Since the completion did not occur and
     the Company never entered into any contracts or incurred any costs, no
     accounting treatment pertaining to this facility was required or necessary.

<PAGE>

6.   Plan of Operation Assuming Adequate Capital Raised
     --------------------------------------------------

     The facility will not be run at full capacity until approximately four
     months have passed from the facility becoming operational. We believe that
     at the end of the fourth month of operations, when we sell the first group
     of finished cattle, we will have an initial set of data from which to
     prepare pro forma information for purposes of estimating cash flows and
     generating a more comprehensive business plan.

     Facilities will be constructed for the Company by independent contractors
     on privately-owned farms. These facilities will be operated by the farmer
     (s) under terms of an agreement that will be determined once the Company
     has the data from operations of the first facility.

7.   The shares issued to the private investors were agreed upon when the fair
     market value of the shares was $0.14 per share in the week prior to April
     1, 2004. The shares were physically issued on April 1, 2004. The consultant
     was granted shares at $0.23, which was the fair market value of the
     services rendered to the Company.

8.   The Company acquired Hybrid Fuels, USA, Inc. on May 28, 1998, which was
     accounted for as a reverse takeover. All historical financial statements
     are those of Hybrid Fuels, USA, Inc. Since the inception date of Hybrid
     Fuels, USA, Inc. was January 28, 1998, this is the correct inception date
     for the presentation of the Company's financial statements. This will be
     corrected in all future filings. As a result, the nature of the businesses
     prior to the acquisition of Hybrid Fuels, USA, Inc. is irrelevant.
     Therefore, we will also remove all references to previous businesses of the
     registrant prior to the acquisition in future filings.

9.   The foreign currency transaction losses for the years ended June 30, 2004
     and 2003 are $3,468 and $1,263, respectively. The cumulative from inception
     amount is $4,731. We will separate these amounts on the consolidated
     statements of operations or in a note to the financial statements in all
     future filings.

10.  The basic and diluted EPS was recalculated to include restricted shares.
     The basic and diluted net loss per share of $(0.01) for each of the fiscal
     years ended June 30, 2004 and 2003 is unchanged by the inclusion of
     restricted shares in the calculation, therefore there is no restatement.
     These restricted shares will be included in future calculations of basic
     and diluted net loss per share.

11.  Pursuant to the footnote by regulation S-B Item 401(f) and SEC Release
     33-8220, publicly traded companies that are small business issuers are not
     subject to the audit committee disclosures at this time.

12.  Exhibits 31.1 and 32.1 have been amended to specify the Form 10-KSB/A and
     Form 10-QSB/A. The entire Form10-KSB/A and Form 10-QSB are being refiled
     March 11, 2005 to include updated certifications.

13.  The applicable comments will be addressed in the interim 10-QSB reports.

<PAGE>

In connection with the response to the Commission's comments, Hybrid Fuels Inc.
("the Company") acknowledges that:

1.   The Company is responsible for the adequacy and accuracy of the disclosure
     in their filings;

2.   Staff comments or changes to disclosure in response to staff comments do
     not foreclose the Commission from taking any action with respect to the
     filing;

3.   The Company may not assert staff comments as a defense in any proceeding
     initiated by the Commission or any person under the federal securities laws
     of the United States.

Yours truly,

/s/ Paul Warkentin
--------------------------
Paul Warkentin, President, CEO and Acting CFO

Hybrid Fuels Inc.

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