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								June 7, 2005
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail

Mr. Mark Clancy
President and Chief Executive Officer
Hybrid Fuel Systems, Inc.
12409 Telecom Drive
Tampa, FL 33637

RE:	Hybrid Fuel Systems, Inc.  (the "Company")
	Registration Statement on Form SB-2 filed 5/10/2005
	File No. 333-124775

Dear Mr. Clancy:

      We have reviewed your filing and have the following
comments.
We have limited our review to the financial statements and related
disclosure.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.  After reviewing this
information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form 10-KSB for the year-ended 12/31/2004

Management`s Discussion and Analysis or Plan of Operation

Results of Operations, page 7

1. As discussed in our Interpretive Release about Management`s
Discussion and Analysis (FR-72), one of the primary objectives in
preparing this section of your document should be to provide a
narrative explanation of the financial statements that enables
investors to see the company through the eyes of management.
Through
our review of the MD&A section of your document, we note that your
disclosures state the year-over-year change for each major income
statement line item, but very little information has been provided
explaining "how" or "why" these changes have occurred.  In this
regard, please revise your disclosures to discuss the underlying
factors driving the year-to-year variance in each of the material
line
items contained in your statement of operations.  For example,
your
disclosures should explain (1) to what extent the decline in
revenues
in fiscal year 2004 relates to a reduction in the volume of your
sales
versus the reduction in the price of items sold, and why such
variable
changed (2) the nature of the $1.2 million of compensation expense
relating to one-time stock issuances to your employees, and (3)
why
you do not expect to have similar compensation expenses in the
future.

Liquidity and Capital Resources, page 8

2. The "Liquidity and Capital Resources" section of your document
should include a discussion of your company`s cash requirements, a
discussion and analysis of the types of financing that are, or are
likely to be available, and the impact of such financing on the
company`s cash position and liquidity.  In this regard, we believe
that the disclosures included in your Form SB-2 are deficient.
Please
expand you disclosures to include pertinent information including,
but
not limited to:
* A summary of the significant terms of your convertible debt
issued
on April 1, 2005 -- including payment terms, interest rate,
conversion
rights, and maturity date.
* Known cash requirements that are significant to your financial
position, such as the consulting agreement you hold with
Electronic
controls and your one-time license acquisition payment to
Electronic
Controls of $250,000, which will be due on or before August 31,
2005.
* The expected sources of funds for known cash requirements.
* The details of your settlement of "accounts payable in
settlement"
and your settlement with Peach Tree National Bank, including the
amounts agreed upon and timing of payments.
* The status of your "convertible debt in default" and any
financial
implications caused by the default, as it appears that you have
only
stated the status of the Peach Tree National Bank debt that is in
default.
Please refer to the guidance provided in our Interpretive Release
about Management`s Discussion and Analysis (FR-72).

3. We also note per the discussion on page 2 in the "Risk Factors"
section of your document that your independent registered public
accounting firm has expressed substantial doubt about your ability
to
continue as a going concern.  Based upon the disclosure on page
28, in
the "Experts" section of your document, it also appears that your
independent accountant may have intended to issue an opinion
containing a going concern explanatory paragraph.  In this regard,
we
believe that the MD&A section of your document should contain
appropriate and prominent disclosure of your company`s financial
difficulties and viable plans to overcome these difficulties.
Although, you have stated that your company will derive sufficient
revenue to meet its obligations during the fourth quarter of 2005,
please expand your disclosures to discuss further how you intend
to
continue operations from the period between fiscal year-ended
12/31/2004 and the fourth quarter of 2005.  As it appears that all
of
the funds, expected to be generated by your convertible debt
issuance,
could potentially be consumed before the fourth quarter of 2005 by
your current liabilities, license agreement payment due on August
31,
2005, consulting agreement payments, and lease payments, please
discuss any other sources of cash flow which will allow your
company
to meet its cash requirements and continue operations.  Also, as
your
company has not generated significant revenues to date, and your
alternative plan to obtain cash appears to include raising
additional
financing through the issuance of common stock, debt or
convertible
debt, tell us and expand your disclosures to provide further
insight
into the availability of such external financing to your company.
Please refer to FRR-16 for further guidance.  We also refer you to
the
comment under Financial Statements, "Report of Independent
Registered
Public Accounting Firm."

Description of Securities - Convertible Notes, page 25

Form 8-K dated April 1, 2005

4. From the disclosure in Description of Securities and in the
Form 8-
K (dated April 1, 2005), we note the subscribed purchase of an
aggregate principal amount of $1.2 million in secured Convertible
Promissory Notes and Class A Common Stock Purchase Warrants to buy
approximately 3.3 million shares of common stock if exercised.
The
disclosure also states the notes are convertible after the date of
issuance and at any time into common stock at an initial
conversion
price of $.55 per share and at a 20% discount (i.e. 80% of average
closing prices for a specified trading period) if you fail to meet
the
Conversion Criterion.  Based on the initial conversion price and
the
above conversion terms, it appears there is also an imbedded
beneficial conversion feature between the market price of your
common
stock and its conversion price.

However, in accordance with the provisions of APB 14, the proceeds
received from the sale of the convertible notes should be first
allocated to the two elements ("notes and warrants") for
accounting
purposes.  The allocation of proceeds to the two securities should
be
based on the relative fair value of these securities.  The value
of
the warrants could be estimated using an option-pricing model,
such as
the Black-Scholes model.  The amount allocated to the warrants
should
be recorded as additional paid-in-capital, and as a discount to
the
related convertible promissory notes.

Furthermore, the imbedded beneficial conversion feature for any
applicable intrinsic value of the embedded conversion option on
the
notes should be accounted for in accordance with EITF Issue No.
00-27
(see Issue 1).  The beneficial conversion feature should be
recognized
and measured at the time of the notes issuance by allocating a
portion
of the proceeds equal to the intrinsic value of that feature to
additional paid-in-capital.  This will result in additional
discount
to this debt security.

The total discount from an allocation of value to the warrants and
the
imbedded conversion feature on the notes would be amortized to
interest expense from the date of issuance to the stated
redemption
date of the convertible instrument in accordance with the guidance
in
paragraph 19 of EITF 00-27.

In the amended Form SB-2, provide complete and clear disclosure
from
the issuance of these securities.   In this regard, provide a
subsequent event footnote in your financial statements that
describes
the securities agreement, the issuance of the securities, and the
accounting treatment including the quantified impact on the
financial
statements.   Furthermore, the prospectus summary in the forepart
of
the registration statement should be expanded to provide similar
information.   Please revise accordingly.

Financial Statements

General

5. We note that the financial statements included in your Form SB-
2
have not been updated such that they comply with Rule 3-10 (g) of
Regulation S-B.  Please provide updated financial statements that
will
be in compliance with this rule at the effective date of your
registration statement.

Report of Independent Registered Public Accounting Firm, page 1

6. On page two, in the "Risk Factors" section of your document,
you
state that your independent registered public accounting firm has
expressed substantial doubt about your ability to continue as a
"going
concern."  You also state in the "Experts" section to your
document
(on page 28) that the report of your independent auditor on your
financial statements as of December 31, 2004 and 2003 contains an
explanatory paragraph relating to your ability to continue as a
going
concern.  As the audit report included in the Form SB-2 which you
have
filed does not include the referenced "going concern" explanatory
paragraph, please revise your document to include a going concern
audit report that complies with SAS No. 64, if necessary.

7. However, we also note the disclosure in the last paragraph in
note
1 under "Going Concern" that appears to imply that substantial
doubt
about the entity`s ability to continue as a going concern has been
alleviated by events and factors cited in the last sentence of the
paragraph.   In this regard, it is unclear if management is
providing
this disclosure in accordance with the guidance in paragraph 11 of
SAS
64 (i.e. Codified Section 341.11) because the substantial doubt
has
been alleviated.   In this alternative, if substantial doubt has
been
alleviated, the disclosures should be expanded to include the
April 1,
2005 convertible note financing in the aggregate principal amount
of
$1.2 million as an event that also alleviates this concern with
the
dual-dating of the auditor`s report for this subsequent event that
occurred subsequent to the date of the audit report initially
dated
March 24, 2005.

8. Please advise and revise your filing for the appropriate
circumstance as stated in the above two paragraphs, accordingly.

Balance Sheets, page 2

9. Reference is made to the disclosures in Executive Compensation
(note 1 - page 20) and the financial statements (note 3 - Equity,
page
10), whereby you have issued 5,950,000 (or a total of 11.9
million)
shares of restricted common shares to both Mark Clancy and John
Stanton in connection with their two-year employment agreements.
Furthermore, we note you have recognized an amount of "Deferred
Compensation" relating to the above arrangement as an asset on
your
balance sheet.    In accordance with the guidance in Topic 4E of
the
Staff Accounting Bulletins, amounts recorded as deferred
compensation
should be presented in the balance sheet as a deduction from
stockholders` equity and not as an asset.  Please revise your
document
to appropriately reclassify your company`s deferred compensation
balance, accordingly.

10. Also, please confirm for us and disclose that Mark Clancy and
John
Stanton`s deferred compensation balances are being amortized over
the
two year periods that correspond with their employment agreements.

11. You also state in the "Executive Compensation" section of your
document that Mark Clancy and John Stanton each received an
additional
750,000 restricted common shares, as an employee bonus.  As these
shares do not appear to be discussed elsewhere in your document,
please tell us and disclose in the appropriate areas of your
document,
the amount of compensation expense recognized in relation to these
shares, the timing of the recognition of this expense, and where
both
the expense and the issued shares have been recognized in your
financial statements.

Statement of Stockholder`s Equity, page 3

12. We note that at December 31, 2003, your company had issued
$530,000 of redeemable securities, which are now reflected as
APIC,
without any portion of the securities or the value being
attributed to
common shares.  With appropriate disclosure in the Notes and the
supplemental information table in the statement of cash flows,
please
describe for us the complete nature of this transaction and how it
has
been accounted for - including the consideration provided to
redeem
the securities and why you believe that APIC is the appropriate
classification of the balance upon redemption.  We may have
further
comment pending your response.

Exhibit 23.2 Consent of Independent Auditor

13. We note that the consent of your independent auditor does not
indicate the city and state where it was issued.  Please provide a
currently dated consent, which indicates the city and state where
it
was issued, in your amended document.

Form 10-QSB for the quarter-ended 03/31/2005

General

14. Please address our comments regarding your Form SB-2 in your
Form
10-QSB dated 03/31/2005 and in your Form 10-KSB dated 12/31/2004,
where applicable.

Part I - Financial Information

Notes to the Financial Statements

15. We note that your "Due to Related Parties - Convertible Debt"
balance increased by $492,000 in the firs quarter of fiscal year
2005,
as you received financing from White Knight.  As White Knight is a
related party to your company, please expand upon the disclosure
in
the footnotes to the financial statements to comply with the
requirements of paragraph 2 of SFAS No. 57.

Item 2 - Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

16. We note that the MD&A section of your form 10-QSB does not
contain
any disclosures related to your company`s liquidity or capital
resources.  Please revise your disclosures to comply with Rule
303(b)
of Regulation S-B.
Closing

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commiss