U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[x] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2007
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[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission file number: 333-76242
Hydrogen Hybrid Technologies, Inc.
--------------------------------------------
(Name of small business issuer in its charter)
Nevada 45-0487463
---------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1845 Sandstone Manor Unit #11, Pickering, ON L1W3X9 Canada
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(Address of principal executive offices)
(905) 697-4880
---------------------------
(Issuer's telephone number)
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes [X] No [ ] N/A
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Number of shares of common stock outstanding as of August 20, 2007: 129,071,362
shares common stock
Number of shares of preferred stock outstanding as of August 20, 2007: None
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Balance Sheets (unaudited)........................... 4
Statements of Operations (unaudited)................. 5
Statements of Stockholders Deficiency (unaudited).... 6-8
Statements of Cash Flows (unaudited)................. 9
Notes to Financial Statements........................ 10-11
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 12
Item 3. Controls and Procedures................................ 18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 19
Item 2. Changes in Securities and Use of Proceeds............ 19
Item 3. Defaults upon Senior Securities...................... 19
Item 4. Submission of Matters to a Vote
of Security Holders................................. 19
Item 5. Other Information..................................... 19
Item 6. Exhibits and Reports on Form 8-K...................... 20
Signatures...................................................... 21
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
As prescribed by item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the nine months ended June 30, 2007. The financial statements
reflect all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim period presented. The
unaudited financial statements of registrant for the nine months ended
June 30, 2007, follow.
3
Hydrogen Hybrid Technologies Inc.
(A Development Stage Company)
Interim Balance Sheets
As at June 30, 2007 and September 30, 2006 (in US Dollars) (Unaudited)
Balance Sheets
Jun. 30, Sep. 30,
2007 2006
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Assets
Current
Cash $ 20 $ 1,026,571
Accounts Receivable (Note 5) 92,491 -
Prepaid Deposits (Note 5) 497,535 -
Notes receivable 335,887 302,672
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925,933 1,329,243
Distribution Rights (Note 3) 4,485,425 4,254,100
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$ 5,411,358 $ 5,583,343
=========================================================================
Liabilities
Current
Accounts payable and accrued liabilities $ 65,869 $ 1,496,284
Notes Payable (Note 4) $ 944,300
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1,010,169 1,496,284
=========================================================================
Stockholders' Equity
Capital Stock $0.001 par value, 129,071,362
shares issued and outstanding(Note 4i) 129,071 $ 82
Addition paid in Capital 4,924,835
Special Warrants Subscribed (Note 4) - $ 4,267,973
Deficit, accumulated during development (932,768) $ (180,114)
Accumulated Other Comprehensive Income 280,051 $ (882)
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4,401,189 4,087,059
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$ 5,411,358 5,583,343
========================================================================
Approved by the Board Director
----------------------------
"Ira Lyons"
See accompanying notes to financial statements.
4
Hydrogen Hybrid Technologies Inc.
(A Development Stage Company)
Interim Statements of Operations
For the Three Months and Nine Months Ended June 30, 2007 and 2006
(in US Dollars) (Unaudited)
=============================================================================
Statement of Operations
Three Months Ending Nine Months Ending
June 30, June 30, Cumulative
-------------------- ------------------ since
2007 2006 2007 2006 Inception
---------- -------- --------- -------- ------------
Revenue $ 64,488 $ 0 $ 74,727 $ 0 $ 74,727
Cost of Sales 48,384 48,384 48,384
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Gross Profit 16,104 - 26,343 - 26,343
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Expenses:
Consulting - Mgt. 297,027 - 377,793 - 395,615
General and
administrative 230,538 182 233,204 182 261,871
Professional Fees 34,979 89,054 43,510 89,054 177,135
Product Development 124,490 124,490 124,490
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687,034 89,236 778,997 89,236 959,111
Net Loss $ (670,930) $(89,236) $(752,654) $(89,236) $ (932,768)
===============================================================================
Basic and fully diluted
net loss per share $ (0.0055) $(0.0030) $ (0.0066) $(0.0030)
===============================================================================
Shares used in computing
basic and diluted net
loss per share 121,647,855 109,873,750 113,838,282 109,873,750
===============================================================================
See accompanying notes to financial statements.
5
Hydrogen Hybrid Technologies Inc.
(A Development Stage Company)
Interim Statements of Stockholders Deficiency
For the three months periods ended Jun. 30, 2007, Mar 31, 2007, Dec. 30, 2006,
Fiscal 2006 and 2005 (in US Dollars)(Unaudited)
=============================================================================
Statements of Stockholders Deficiency
Stockholder's Deficiency
---------------------------------------------------------
Common Stock Accumulated
----------------- Additional Other
Number of No Par Paid-In Comprehensive Accumulated Comprehensive
Shares value Capital Income (Loss) Deficit (Loss)
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Balance
at
January 13,
2005
(date of
Incorporation)
Issuance
of Common
Stock for
Cash 30,000,000 $82.00
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Balance at
September 30,
2005 30,000,000 $82.00
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6
Foreign
exchange
translation
adjustments
for rate
changes (882) $ (882)
Net
Loss (180,114) (180,114)
-------------
Comprehensive
Loss $ (180,996)
---------------------------------------------------------- -------------
Balance at
September 30,
2006 30,000,000 $82.00 $ - $ (882) $ (180,114) (180,996)
---------------------------------------------------------- -------------
Foreign
exchange
translation
adjustments
for rate
changes (128,889) $ (128,889)
Net
Loss (78,130) (78,130)
-------------
Comprehensive
Loss $ (207,019)
---------------------------------------------------------- -------------
Balance at
December 31,
2006 30,000,000 $ 82 $ - $ (129,771) $ (258,244) (388,015)
---------------------------------------------------------- -------------
7
Recapitalization
(Note 4)
90,747,500 120,665 (120,665)
Foreign
exchange
translation
adjustments
for rate
changes 2,280 $ 2,280
Net
Loss (3,594) (3,594)
-------------
Comprehensive
Loss $ (1,314)
---------------------------------------------------------- -------------
Balance at
March 31,
2007
120,747,500 $120,747 $ (120,665) $ (127,491) $ (261,838) (389,329)
----------------------------------------------------------- -------------
Issuance
of Common
Stock
for
Cash (Note
6) 8,323,862 8,324 5,045,500
Foreign
exchange
translation
adjustments
for rate
changes 407,542 $ 407,542
Net
Loss (670,930) (670,930)
-------------
Comprehensive
Loss $ (263,388)
---------------------------------------------------------- -------------
Balance at
June 30,
2007 129,071,362 $129,071 $4,924,835 $ 280,051 $ (932,768) (652,717)
---------------------------------------------------------- -------------
See accompanying notes to financial statements.
8
Hydrogen Hybrid Technologies Inc.
(A Development Stage Company)
Interim Statements of Cash Flows
For the 9 months ended June 30, 2007 and 2006 (in US Dollars) (Unaudited)
=============================================================================
Statements of Cash Flows
9 months 9 months Cumulative
ending ending Since
June 30, 2007 June 30, 2006 Inception
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Cash flows from operating activities:
Net loss for the year $ (752,654) $ (89,236) $ (932,768)
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Changes in non-cash working capital items
Notes receivable (16,756) - (317,941)
Accounts Receivable and
Deposits (590,026) (803,791) (590,026)
Accounts payable and accrued
liabilities (1,477,489) 2,149 9,095
Other assets - (2,231)
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(2,836,926) (893,109) (1,831,641)
Cash flows used in investing activities:
Increase in intellectual property
& other assets - - (4,233,200)
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0 0 (4,233,200)
Cash flow from financing activities:
Note payable 910,012 910,012
Issuance of capital stock 642,262 642,344
Issuance of share
subscription agreements 4,260,525 4,411,481
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1,552,274 4,260,525 5,963,837
Effect of foreign exchange
rate changes 258,100 (174) 101,023
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1,810,374 4,260,351 6,064,860
Increase (decrease) in cash
and cash equivalents (1,026,551) 3,367,242 20
Cash at beginning of period 1,026,571 0 0
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Cash at end of period $ 20 $3,367,242 $ 20
======================================================================
Supplemental Disclosure:
Taxes paid - - -
Interest paid - - -
See accompanying notes to financial statements.
9
Hydrogen Hybrid Technologies Inc.
(A Development Stage Company)
Notes to Financial Statements
Quarters Ended June 30, 2007 and 2006
(in US Dollars)(Unaudited)
Note 1. Basis of Presentation
The accompanying interim financial statements of Hydrogen Hybrid Technologies
Inc. (the "Company") are unaudited and have been prepared in accordance with
generally accepted accounting principles ("GAAP") for interim financial
statements. Accordingly, they do not include certain disclosures normally
included in annual financial statements prepared in accordance with such
principles. These interim financial statements were prepared using the same
accounting policies as outlined in note 2 to the annual financial statements
for the year ended September 30, 2005 and 2006, and should be read in
conjunction with the audited financial statements for the year ended
September 30, 2005 and 2006.
In preparing these interim financial statements, management was required to
make estimates and assumptions that affect the amounts reported in the
financial statements and the accompanying notes. In the opinion of
management, these interim financial statements reflect all adjustments (which
include only normal, recurring adjustments) necessary to state fairly the
results for the periods presented. Actual results could differ from these
estimates and the operating results for the interim period presented is not
necessarily indicative of the results expected for the full year.
Note 2. Going concern
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. While, the Company has commenced its planned principal operations
and it has generated some minor revenues, to date these are not sufficient to
meet the companies requirements. In order to obtain the necessary capital,
the Company is seeking equity and/or debt financing. The negative equity is
the result of this activity and has been financed from the equity raised to
date. If the financing does not provide sufficient cash, some of the
Stockholders of the Company have agreed to provide sufficient funds as a loan
over the next twelve-month period. However, the Company is dependent upon
its ability to secure equity and/or debt financing and there are no
assurances that the Company will be successful, without sufficient financing,
it would be unlikely for the Company to continue as a going concern.
Note 3. Distribution Rights
On January 18, 2005, the Company entered into a Distribution Agreement with
Canadian Hydrogen Energy Company, Ltd., a Canadian privately owned related
company, controlled by the same Stockholders of the Company granting the
Distribution Agreement. The Distribution Agreement includes the rights to
sell and distribute on-board hydrogen generating and injections systems for
the OEM, car and light truck markets globally. As compensation for the
rights granted under this agreement the company has paid a total of
$4,750,000 CDN ($4,485,425 US) in cash. The Company has yet to receive
written authorization to begin full distribution of the Hydrogen Fuel
Injection system, but has received authorization to release units to complete
testing. During the quarter six units were sold on a test basis.
10
Hydrogen Hybrid Technologies Inc.
(A Development Stage Company)
Notes to Financial Statements
Quarters Ended June 30, 2007 and 2006
(in US Dollars)(Unaudited)
Note 4. Special Warrant and Common Stock Subscriptions
During the quarter 100% of the outstanding warrants where exercised for
common stock. The share certificates where distributed and subsequent to Q3
period end a formal registration statement was prepared and submitted to the
Security Exchange Commission for all shares issued through this transaction.
Prior to the exercising of the warrants, the Company finalized negotiations
with Rosseau Limited Partners, a Warrant Subscriber of HHT, that requesting
return of funds invested. The resulting settlement has the company converting
the subscription of 500,000 warrants for $1,000,000 CDN or $894,022 USD to
accounts payable. Payment is to be made through equal monthly installments of
$250,000 CDN beginning October 1, 2007 and concluding January 1, 2008. The
transaction reduces the total warrants sold as of close of Q3 to a total of
2,489,450 units at a weighted average price of $1.77 for an aggregate of
$4,411,563 USD.
(i) During Q2, the company completed its reverse amalgamation with Eaton
Laboratories Inc.. Eaton Laboratories issued 49,500,000 shares
for 100% of Hydrogen Hybrid Technologies Inc. shares outstanding as
at March 30, 2007 and subsequently spun out the balance of its
operations to another separate legal entity. The company also
registered the name change to Hydrogen Hybrid Technologies Inc.
and subsequent to Q3 a fiscal year end change to September 30, 2007.
Additionally, per the terms and conditions of HHT's Special Warrants,
it completed the conversion of the warrants to common stock. The
total number of warrants converted to common stock was 2,489,450 for
an aggregate of $4,411,563.
Additionally, the company sold 427,756 common stock subscriptions for
a total aggregate of $710,000 CDN or $642,262 USD. The common stock
subscriptions were also converted to shares during the quarter.
The combined value moved to common stock equates to $5,053,823
before foreign exchange translation adjustments.
Note 5. Accounts Receivable and Prepaid Deposits
During the quarter, the company invoiced its first sales and is holding trade
receivables of $65,012. The company has forwarded approximately $500,000 to
Canadian Hydrogen Energy Company Limited (CHEC), the manufacturer of the
Hydrogen Fuel Injection cell. These funds are to be used to convert
additional inventory for distribution by HHT and to develop specific test
units for the OEM market. The balance of the receivables roughly, $25,000
represents accrued subscriptions for 12,500 warrants and minor expense
advances.
Note 6. Subsequent Events
On July 23, 2007, the company filed a registration statement for a total
of 8,323,862 common shares. These shares represent the total number of
common shares sold directly through subscription of stock and
special warrants.
11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
On March 30, 2007, Hydrogen Hybrid Technologies, Inc., ("HYHY" or "the
Company") a privately-held Canadian corporation, Eaton Laboratories, a
Nevada corporation and Eaton Laboratories Acquisition Corporation, a Nevada
corporation ("Merger Sub") entered into a Acquisition Agreement and Plan of
Merger pursuant to which the Registrant, through its wholly-owned subsidiary,
Merger Sub, acquired HYHY in exchange for 49,500,000 shares of the
Registrant's unregistered common stock which were issued to the holders of
HYHY stock. The transaction contemplated bythe Agreement was intended to be
a "tax-free" reorganization pursuant to the provisions of Section 351 and
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.
Pursuant to Rule 12g-3(g) of the General Rules and Regulations of the
Securities and Exchange Commission, HYHY is the successor issuer to Eaton
for reporting purposes under the Securities Exchange Act of 1934, as
amended (the "Act"). The purpose of this transaction was for HYHY to succeed
to the registration status of Eaton under the Exchange Act pursuant to Rule
12g-3. Pursuant to the Acquisition Agreement and Plan of Merger the
Articles and By-laws of Eaton become the Articles and By-Laws of the
Surviving Corporation.
REGISTRANT'S BUSINESS
---------------------
Hydrogen Hybrid Technologies Inc. is engaged in the business of selling and
distributing of on-board hydrogen generating and injections systems for the
Original Equipment Manufacturer ("OEM"), car and light truck markets globally.
HYHY has acquired the exclusive rights to market a proprietary patented
technology from a related company. In addition it holds non-exclusive rights
to distribute the product to other markets including the heavy goods vehicle
market (Commercial Transport Fleets).
The on-board hydrogen generating system strives to improve fuel consumption and
reduce pollution through the enhancement of the internal combustion process.
The technology consists of an on-board system which generates hydrogen and
oxygen by splitting distilled water. Once these gases are available they are
not stored but directly injected through the air intake of an internal
combustion engine. The result of the Hydrogen Fuel Injection system ("HFI") is
a reduction in pollution causing emission and an increase in fuel efficiency
and overall engine performance.
12
Hydrogen Fuel Injection ("HFI") system
--------------------------------------
The science behind HFI is well documented. It has been known for some time
(since a 1974 paper by the Jet Propulsion Lab of the California Institute of
Technology) that the addition of hydrogen to fossil fuels, burned in internal
combustion engines, will increase the efficiency of that engine. This premise
has been validated by a number of papers published by the Society of Automotive
Engineers (SAE). The concept is valid with any fossil fuel (diesel, gasoline,
propane, natural gas) or bio-fuel (biodiesel, ethanol) though it is most
effective in diesel engines. Among other, more subtle effects, the faster flame
speed of hydrogen allows for a more complete burn of the fuel earlier in the
power cycle. Of course, electrolysis itself is well understood.
The HYHY technology differs from its competitors in that it focuses on
delivering an engineering solution using these scientific principles that is
reliable, efficient, and cost-effective. As an integral part of the research
and development cycle, HYHY delivers an HFI solution geared toward a specific
vertical market that has gone through an extensive field trial and testing
verification stage.
Product Highlights
------------------
A number of the product highlights offered by HYHY's on-board hydrogen
generating and injections systems include:
o Reduce fuel consumption 5% to 30% depending on operating environment
o Reduce emissions from 30% to 80% (meets most 2010 emission requirements)
o Functional with any internal combustion engine and any fossil fuel
o Configurations are available for both 12 & 24 volt, plus 120 amp services
o Does not require additional power capabilities within current OEM vehicles
o Simple installation (many trained installers across N.A. - 4 hrs required)
o Leasing provides immediate positive cash flow for Heavy Vehicle Operators
o Product that reduces emissions while increasing cash flow
Business Strategy
-----------------
While the HFI technology is initially an after-market device, HYHY is actively
seeking Original Equipment Manufacturers (OEM) during the development and
testing phase to license the technology and incorporate it directly into their
engineering cycle. Eventually, with exhaust water re-capture technology, the
HFI system will be built seamlessly into internal combustion engines.
13
As HFI technology achieves greater acceptance and penetration in various
markets, HYHY will continue to develop hydrogen solutions that meet ongoing
public requirements of emission reductions and energy economies. The HFI system
is positioned as a bridge technology to handle the transition to products that
would, ultimately, allow our society to cease using hydrocarbon fuels. It is
management's belief that the term "hybrid" could soon come to mean "hydrogen-
hydrocarbon" technologies.
HYHY markets on-demand hydrogen-generating technology designed to increase the
efficiency of virtually any combustion process. The technology is based on a
patented Hydrogen Fuel Injection ("HFI") system, in which hydrogen and oxygen
are generated on demand via electrolysis and then introduced into the
combustion process. The HFI system draws power, 12V or 1 10V, and splits
distilled water to produce hydrogen and oxygen; then both gases are injected
directly into the air intake of the engine. In the engine, the hydrogen acts as
an initiator to promote more complete combustion. By converting more chemical
energy into mechanical energy, the engine operator is able to reduce fuel
consumption, plus the more complete combustion dramatically lowers exhaust
emissions (CO, PM, HC, NOx).
Marketing Strategies
--------------------
Management plans to market their technology initially towards the Heavy Goods
Vehicle (HGV) market. HGVs are Class 7 and Class 8 heavy duty, long-haul trucks
(7.3 to 16 liters) that typically run on diesel. The HFI unit uses distilled
water, runs for 65 hours between fills, and incorporates a number of safety
features the most salient of which is the fact that no hydrogen is stored on-
board since it is generated only on-demand.
An on-board digital controller monitors the device and also allows for two-way
wireless connection, via satellite, along with full GPS capability. Software
updates and monitoring can be performed remotely. Additional revenue streams
might be possible by leveraging this communications ability as a complementary
business, both as a fleet management service and as a personal communications
service.
14
Results of Operations
---------------------
During the three month period ended June 30, 2007 the Company generated $64,488
in revenues versus no revenues for the same period last year. During the nine
month period ended June 30, 2007, the Company generated $74,727 in revenues
versus no revenues for the same period last year.
During the three months ended June 30, 2007, the Company had a net loss of
$(670,930) or $(0.0055) and compared to a net loss of $(89,237) or $(0.0008)
for the same period last year. During the nine months ended June 30, 2007, the
Company had a net loss of $(752,654) or $(0.0066) and compared to a net loss
$(89,236) or $(0.0008) for the same period last year. These expenses
represented consulting fees, general and administrative expenses and
professional fees. The increased expenses represented the Company moving
forward in executing its business plan. Since the Company's inception, the
Company experienced a net lost $(932,768).
Liquidity and Capital Resources
-------------------------------
As of June 30, 2007, the Company's current liabilities exceeded its current
assets by $ 84,236.
As of June 30, 2007, the Company has 129,018,862 shares of common stock
issued and outstanding. An additional 52,500 are pending to be issued.
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business. Without realization of
additional capital, it would be unlikely for the Company to continue as a
going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought
through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders),
or from other available funding sources at market rates of interest, or a
combination of these. The ability to raise necessary financing will depend
on many factors, including the nature and prospects of any business to be
acquired and the economic and market conditions prevailing at the time
financing is sought. No assurances can be given that any necessary financing
can be obtained on terms favorable to the Company, or at all.
The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.
15
Market Information
------------------
On June 25, 2007 the Registrant changed its corporate name from Eaton
Laboratories, Inc. to Hydrogen Hybrid Technologies, Inc. The Registrant's
stock symbol on the OTC-Bulletin Board changed from ETLB to HYHY.
On June 25, 2007, the Registrant effectuated a two-for-one forward stock split.
(a) There is currently no common stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933 as amended or that the
registrant has agreed to register for sale by security holders.
(b) The Company did not repurchase any of its shares during the quarter
covered by this report.
Dividends
---------
Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. No dividends have been paid on our common stock, and we
do not anticipate paying any dividends on our common stock in the foreseeable
future.
16
Forward-Looking Statements
--------------------------
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of
the Company's business and operations, and other such matters are forward-
looking statements. These statements are based on certain assumptions and
analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances.
However, whether actual results or developments will conform with the
Company's expectations and predictions is subject to a number of risks and
uncertainties, general economic market and business conditions; the business
opportunities (or lack thereof) that may be presented to and pursued by the
Company; changes in laws or regulation; and other factors, most of which
are beyond the control of the Company.
This Form 10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; and, (iii) the Company's financing plans. Investors are
cautioned that any such forward-looking statements are not guarantees of
future performance and involve significant risks and uncertainties, and that
actual results may differ materially from those projected in the forward-
looking statements as a result of various factors. Factors that could
adversely affect actual results and performance include, among others, the
Company's limited operating history, potential fluctuations in quarterly
operating results and expenses, government regulation, technological change
and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations. The
Company assumes no obligations to update any such forward-looking statements.
17
Item 3. Controls and Procedures
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this
evaluation, the principal executive officer and principal financial officer
concluded that the Company's disclosure controls and procedures are effective
to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. There was no change in the Company's
internal control over financial reporting during the Company's most recently
completed fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.
18
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company finalized negotiations with Rosseau Limited Partners, a Warrant
Subscriber of HYHY, that requesting return of funds invested. The resulting
settlement has the company converting the subscription of 500,000 warrants for
$944,300 to a current liability with a payback schedule. The transaction
reduces the total warrants sold as of close of Q3 to a total of 2,489,450
units at a weighted average price of $1.77 for an aggregate of $4,411,563.
ITEM 2. Changes in Securities and Use of Proceeds
On June 25, 2007 the Registrant changed its corporate name from Eaton
Laboratories, Inc. to Hydrogen Hybrid Technologies, Inc. The Registrant's
stock symbol on the OTC-Bulletin Board changed from ETLB to HYHY.
On June 25, 2007, the Registrant increase the authorized capital of the
Corporation from Eighty Million (80,000,000) to One Hundred Eighty Million
(180,000,000) shares of common stock;
On June 25, 2007, the Registrant effectuated a two-for-one forward stock split.
Following the two-for-one forward stock split, 100% of the outstanding warrants
where exercised for 7,468,350 shares of common stock. A further 855,512 shares
were sold and issued through private placement.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
ITEM 5. Other Information
On June 4, 2007, the Registrant filed with the Commission a Definitive
Information on Schedule 14c to:
1. To increase the authorized capital of the Corporation from Eighty
Million (80,000,000) to One Hundred Eighty Million (180,000,000)
shares of common stock;
2. To reflect a forward Stock Split on the ratio of two new shares for
one old share; and
3. To reflect that the Corporation's name be changed to: Hydrogen Hybrid
Technologies, Inc.
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ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit
Number Title of Document
----------------------------------------------------------------
31.1 Certifications of the President pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certifications of the Treasurer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certifications of President pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certifications of Treasurer pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
b) Report(s) on Form 8-K
The Company filed a Current Report dated April 12, 2007, pursuant to Item 8.01
("Other Events"); entitled the spin off of the Company's subsidiary.
The Company filed a Current Report dated June 26, 2007, pursuant to Item 5.03
("Amendments to Articles of Incorporation or Bylaws"); Item 8.01 ("Other
Events"); and Item 9.01 ("Exhibit"), entitled amended Articles concerning
corporate name change.
c) Subsequent Report(s) on Form 8-K
The Company filed a Current Report dated July 19, 2007, pursuant to Item 7.01.
("Regulation FD Disclosure"); Item 9.01 ("Exhibit") a press release regarding
the appointment of a new Vice-President.
The Company filed a Current Report dated August 20, 2007, pursuant to Item 5.03
("Change in Fiscal Year").
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Hydrogen Hybrid Technologies, Inc.
-----------------------------------
Registrant
By: /s/ Ira Lyons
--------------------------------
Name: Ira Lyons
Title: Preident/Director
Dated: August 20, 2007
---------------
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