SecProbe.io

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								September 22, 2005
Zip+4 Code:  20549-3561

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")
	Amendment No. 4 to Registration Statement on Form SB-2
	Filed on 09/08/2005
	File No. 333-124775
	Form 10-KSB for the period ended December 31, 2004
	Form 10-QSB for the period ended March 31, 2005
	Form 10-QSB for the period ended June 30, 2005

Dear Mr. Clancy:

      We have reviewed your response letter and amended documents
filed on September 8, 2005, and we 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 SB-2/A filed September 8, 2005

Prospectus Summary

General

Summary Historical Financial Data, page 1

1. Please revise the 2003 "Total Liabilities" balance in your
summary
of historical financial data to include the redeemable securities
balance at December 31, 2003 or revise your table to provide a
separate line item which reflects the redeemable securities at
December 31, 2003.

Management`s Discussion and Analysis of Plan of Operation

Liquidity and Capital Resources, page 10

2. We note that you provide minimal discussion of your company`s
liquidity or capital resources.  We believe that the disclosures
of
your company`s liquidity and capital resources should be expanded
significantly as your company (1) will be required to pay an
additional $200,000 of cash toward the acquisition of DRV, (2) has
not
met the revised payment terms of your note payable to Peachtree
National bank, (3) has not paid a significant portion of the
purchase
price toward the acquisition of a new Taylor dynometer, and it
appears
that your company is still subject to payments of $200,000 toward
finalizing your new debt facility and $250,000 for the one-time
fee
payable to your licensor.  Please provide expanded disclosures
regarding your company`s liquidity which includes a detailed
discussion of your company`s capital resources and your company`s
ability to meet its cash requirements.

Part I - Financial Information

Financial statements for the period ended June 30, 2005

Notes to Unaudited Financial Statments

3. We note from the MD&A section and the Form 8-K filed on August
12,
2005 that your company acquired DRV Energy, Inc. in August of
2005.
Please disclose the details of this transaction in a "subsequent
events" footnote to your June 30, 2005 financial statements.  Your
amended disclosures should provide information including, but not
limited to:
* The name and a brief description of the acquired entity.
* The primary reasons for the acquisition, including a description
of
the factors that contributed to a purchase price which results in
recognition of goodwill, if any will be recognized.
* The total cost of the acquired entity, including:  (1) cash to
be
provided in conjunction with the acquisition, (2) the number of
common
shares issued or to be issued in conjunction with the acquisition,
(3)
the value assigned to the common shares issued or to be issued as
a
part of the acquisition, and (4) the basis for determining the
value
assigned to the common shares issued or to be issued.
* A condensed balance sheet disclosing the amounts assigned to
each
major asset and liability caption of the acquired entity at the
acquisition date, to the extent that such amounts have been
determined.

Financial statements for the year ended December 31, 2004

Report of Independent Registered Public Accounting Firm, page 1

4. SAS 1, AU 420.12 requires a correction of an error to be
recognized
in the auditor`s report through the addition of an explanatory
paragraph.  As such, please provide an auditor`s report that
includes
an explanatory paragraph which states the nature of the errors
contained in your company`s previously filed financial statements
and
which cross-references to the footnote to the financial statements
which discloses the details of the restatement.

5. In addition, as your subsequent events footnote is now Note 12
to
your financial statements, please provide a report from your
independent auditor that is dual dated for the appropriate
footnote.

Notes to Financial Statements

Note 12  Subsequent Event Unaudited, page 16

6. We have reviewed your response to our prior comment number 5,
and
we note that you have labeled your entire subsequent event
footnote as
"unaudited."  The intent of our prior comment was to ensure that
the
disclosures relating to the material stock issuances and
conversions
that previously appeared to have occurred after March 31, 2005
were
identified as unaudited, as these events also appeared to have
occurred after the date of the independent auditor`s report, but
before the re-issuance of such report in the amendment to your
registration statement on Form SB-2/A.  We note that your
disclosures
relating to these events have been removed from the subsequent
events
footnote in your latest amendment to your registration statement
on
Form SB-2/A.  Your subsequent events footnote, in its entirety,
should
not be labeled as unaudited, as reliance was placed on the secured
convertible promissory note agreement disclosed in the footnote
when
determining that the substantial doubt about your company`s
ability to
continue as a going concern had been alleviated prior to the
issuance
of your financial statements.  Please do not label the disclosures
that are currently provided in your subsequent events footnote as
"unaudited."

Consent of Independent Registered Public Accounting Firm

7. Please provide an updated consent that references the
appropriate
amendment to your Registration Statement on Form SB-2.

Form 10-KSB for the fiscal year ended December 31, 2005

General

8. Please address our comments regarding your Form SB-2 in your
Form
10-KSB for the period ended December 31, 2004 and in your
quarterly
reports for the periods ended March 31, 2005 and June 30 2005,
where
applicable.

Form 10-QSB for the quarter ended March 31, 2005

Consolidated Balance Sheet, page 3

9. It appears that your have restated your balance sheet for the
period ended March 31, 2005, as your most recent amendment to your
Form 10-QSB for the period ended March 31, 2005 accounts for the
previously reported related party convertible debt as if it had
been
converted prior to the end of the quarter.  Please provide
disclosures
in a footnote to your financial statements which discusses the
nature
of the error that resulted in the restatement and effect of the
correction of the error on your reported loss per share.  The
footnote
should also discuss all other restatements to the previously
reported
balances in your Form 10-QSB.  Please refer to the requirements of
paragraph 37 of APB 20.

Form 10-QSB for the quarter ended June 30, 2005

General

10. Please file an amendment to your Form 10-QSB for the period
ended
June 30, 2005 that reflects the restatements to your financial
statements that are included in this quarterly report.  Your
amended
document should include revisions to your MD&A disclosures, to the
extent necessary, to reflect the changes in your company`s
reported
balances.

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 Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jeffrey Sears at (202) 551-3302 or Joseph
Foti
at (202) 551-3816 if you have questions regarding comments on the
financial statements and related matters.

								Sincerely,

								Joseph A. Foti
								Senior Assistant Chief
Accountant

Via facsimile:  Mark Clancy
		(813) 979-9224
Mr. Mark Clancy
Hybrid Fuel Systems, Inc.
September 22, 2005
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