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SEC Company Response from Hybrid Fuel Systems (CIK 0001107955) — Dec 12, 2005

Hybrid Fuel Systems (CIK 0001107955)
Date: Dec. 12, 2005 · CIK: 0001107955 · Accession: 0001231742-05-000824

AI Filing Summary & Sentiment

File numbers found in text: 333-129928

Date
December 12, 2005
Author
/s/ Mark Clancy
Form
CORRESP
Company
Hybrid Fuel Systems (CIK 0001107955)

Letter

December 12, 2005 Ms. Leddy Lynn United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549

Re: Hybrid Fuel Systems, Inc., (the "Company") Registration Statement on Form SB-2, filed on November 23, 2005 File No. 333-129928

Dear Ms. Lynn:

In response to your telephone conversation which took place today between you and Darrin Ocasio, Esq. of Sichenzia Ross Friedman Ference LLP, securities counsel to the Company, please see the below supplemental response describing our calculation of the conversion price of the debenture.

Form SB-2 ----------

General -------

Convertible Debenture ----------------------

1. Please supplementally confirm to us the lowest closing bid price of the common stock between October 18, 2005 and the date of the filing with the Securities and Exchange Commission of a registration statement covering the shares issuable under the debenture.

Response: ---------

Under the Debenture Agreement which the Company entered into with Dutchess, the conversion price of the debenture is the lesser of $.27 per share or; (ii) the lowest closing bid price of the common stock between October 18, 2005 and the date of the filing with the Securities and Exchange Commission of a registration statement covering the shares issuable under the debenture. The registration statement on Form SB-2 was filed with the Securities and Exchange Commission on November 23, 2005.

We reviewed Nasdaq.com and concluded that the lowest closing bid price from October 18, 2005 through November 23, 2005 was on November 3, 2005, which was $.28 per share. In accordance with the calculation of the conversion price as set forth above, the conversion price of the debenture is $.27 per share.

Sincerely,
/s/ Mark Clancy

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                December 12, 2005

Ms.  Leddy  Lynn
United  States  Securities  and  Exchange  Commission
Division  of  Corporate  Finance
100  F  Street,  N.E.
Washington,  DC  20549

Re:  Hybrid  Fuel  Systems,  Inc.,  (the  "Company")
     Registration  Statement  on  Form  SB-2,  filed  on  November  23,  2005
     File  No.  333-129928

Dear  Ms.  Lynn:

     In  response  to your telephone conversation which took place today between
you  and  Darrin Ocasio, Esq. of Sichenzia Ross Friedman Ference LLP, securities
counsel  to  the  Company, please see the below supplemental response describing
our  calculation  of  the  conversion  price  of  the  debenture.

Form  SB-2
----------

General
-------

Convertible  Debenture
----------------------

1.  Please  supplementally  confirm  to  us  the lowest closing bid price of the
common  stock  between  October  18,  2005  and  the date of the filing with the
Securities  and  Exchange  Commission  of  a registration statement covering the
shares issuable under the debenture.

       Response:
       ---------

     Under the Debenture Agreement which the Company entered into with Dutchess,
the  conversion  price of the debenture is the lesser of $.27 per share or; (ii)
the  lowest  closing  bid price of the common stock between October 18, 2005 and
the  date  of  the  filing  with  the  Securities  and  Exchange Commission of a
registration  statement  covering  the  shares issuable under the debenture. The
registration  statement  on Form SB-2 was filed with the Securities and Exchange
Commission  on  November  23,  2005.

     We reviewed Nasdaq.com and concluded that the lowest closing bid price from
October  18,  2005  through November 23, 2005 was on November 3, 2005, which was
$.28  per  share.  In accordance with the calculation of the conversion price as
set forth above, the conversion price of the debenture is $.27 per share.

Sincerely,

/s/  Mark  Clancy

Mark  Clancy
Chief  Executive  Officer

</TEXT>
</DOCUMENT>