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 March 31, 2008
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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.
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(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
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(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 May 19, 2008:
129,071,362 shares common stock
Number of shares of preferred stock outstanding as of May 19, 2008: 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' Equity (unaudited).... 6
Statements of Cash Flows (unaudited)................. 7
Notes to Financial Statements........................ 8
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 9
Item 3. Controls and Procedures................................ 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 17
Item 2. Changes in Securities and Use of Proceeds............ 17
Item 3. Defaults upon Senior Securities...................... 17
Item 4. Submission of Matters to a Vote
of Security Holders................................. 17
Item 5. Other Information..................................... 17
Item 6. Exhibits and Reports on Form 8-K...................... 17
Signatures...................................................... 18
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 six months ended March 31, 2008. 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 six months ended
March 31, 2008, follow.
3
HYDROGEN HYBRID TECHNOLOGIES, INC.
Balance Sheets
ASSETS
------
March 31, September 30,
2008 2007
------------- -------------
(Unaudited)
CURRENT ASSETS
Cash $ 63 $ -
Accounts receivable 110,940 46,732
Prepaid deposits 440,378 509,917
------------- -------------
Total Current Assets 551,381 556,649
------------- -------------
DISTRIBUTION RIGHTS 4,642,299 4,783,966
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TOTAL ASSETS $ 5,193,680 $ 5,340,615
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,087,858 $ 1,100,886
------------- -------------
Total Current Liabilities 1,087,858 1,100,886
STOCKHOLDERS' EQUITY
Common shares: $0.001 par value,
180,000,000 shares authorized:
129,071,362 shares issued and
outstanding, respectively 129,071 129,071
Additional paid-in capital 4,966,777 4,966,777
Accumulated deficit (1,324,917) (1,319,478)
Accumulated other comprehensive income 334,891 463,359
------------- -------------
Total Stockholders' Equity 4,105,822 4,239,729
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 5,193,680 $ 5,340,615
============= =============
The accompanying notes are an integral part of these financial statements.
4
HYDROGEN HYBRID TECHNOLOGIES, INC.
Statements of Operations
(Unaudited)
For the Three Months Ended For the Six Months Ended
March 31, March 31,
-------------------------- --------------------------
2008 2007 2008 2007
------------ ------------ ------------ ------------
REVENUES $ 68,145 $ 5,047 $ 137,125 $ 10,239
COST OF SALES 45,632 - 92,480 -
------------ ------------ ------------ ------------
GROSS PROFIT 22,513 5,047 44,645 10,239
OPERATING EXPENSES
Management expenses - (6) - 80,765
General and
administrative 2,569 115 3,142 2,666
Professional fees 6,078 8,532 46,942 8,532
Product development - - - -
------------ ------------ ------------ ------------
Total Operating
Expenses 8,647 8,641 50,084 91,963
------------ ------------ ------------ ------------
INCOME (LOSS) FROM
OPERATIONS 13,866 (3,594) (5,439) (81,724)
INCOME TAX EXPENSE - - - -
------------ ------------ ------------ ------------
NET INCOME (LOSS) 13,866 (3,594) (5,439) (81,724)
============ ============ ============ ============
OTHER COMPREHENSIVE
INCOME
Gain (loss) on foreign
currency translation (95,215) - (128,468) -
------------ ------------ ------------ ------------
NET COMPREHENSIVE INCOME
(LOSS) $ (81,349) $ (3,594) $ (133,907) $ (81,724)
============ ============ ============ ============
BASIC INCOME (LOSS)
PER SHARE $ 0.00 $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER
OF SHARES
OUTSTANDING 129,071,362 60,373,750 129,017,362 60,373,750
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
5
HYDROGEN HYBRID TECHNOLOGIES, INC.
Statements of Stockholders' Equity
(unaudited)
Deficit
Accumulated Accumulated
Common Stock Additional Other During Total
-------------------- Paid-in Comprehensive Development Members'
Shares Amount Capital (Loss) Stage Equity
----------- -------- ----------- -------- ------------ ------------
Balance,
September 30,
2006 30,000,000 30,000 (29,918) (882) (180,114) (180,914)
Recapital-
ization 90,747,500 90,747 (90,747) - - -
Common stock
issued for
cash 8,323,862 8,324 5,087,442 - - 5,095,766
Foreign
exchange
translation
adjustments
for rate
changes 464,241 - 464,241
Net loss
for the
year ended
September 30,
2007 - - - - (1,139,364) (1,139,364)
----------- -------- ----------- -------- ------------ ------------
Balance,
September 30,
2007 129,071,362 $129,071 $4,966,777 $463,359 $(1,319,478) $ 4,239,729
Foreign
exchange
translation
adjustments
for rate
changes - - - (128,468) - (128,468)
Net loss for
the six months
ended
March 31,
2008 - - - - (5,439) (5,439)
----------- -------- ----------- -------- ------------ ------------
Balance,
March 31,
2008 129,071,362 $129,071 $4,966,777 $334,891 $(1,324,917) $ 4,105,822
=========== ======== =========== ======== ============ ============
The accompanying notes are an integral part of these financial statements.
6
HYDROGEN HYBRID TECHNOLOGIES, INC.
Statements of Cash Flows
(Unaudited)
For the Six Months Ended
March 31,
--------------------------
2008 2007
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (5,439) $ (81,724)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization expense - -
Changes in operating assets and liabilities:
Changes in accounts receivable (64,208) 91
Changes in prepaid deposits 69,539 (489,075)
Changes in accounts payable and
accrued liabilities (13,028) (1,467,890)
------------ ------------
Net Cash Used by Operating Activities (13,136) (2,038,598)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of distribution rights - -
------------ ------------
Net Cash Used by Investing Activities - -
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Effect of foreign exchange rate changes 13,199 18,495
Issuance of common stock - 1,037,612
------------ ------------
Net Cash Provided by Financing Activities 13,199 1,056,107
------------ ------------
NET DECREASE IN CASH 63 (982,491)
CASH AT BEGINNING OF PERIOD - 1,026,571
------------ ------------
CASH AT END OF PERIOD $ 63 $ 44,080
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ - $ -
Income taxes $ - $ -
The accompanying notes are an integral part of these financial statements.
7
HYDROGEN HYBRID TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008 AND SEPTEMBER 30, 2007
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations, and cash flows at March 31,
2008, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted.
It is suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto included in
the Company's September 30, 2007 audited financial statements. The results
of operations for the periods ended March 31, 2008 and 2007 are not
necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a
going concern which contemplates the realization of assets and liquidation
of liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it could
be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and
significant shareholders sufficient to meet its minimal operating expenses
and seeking equity and/or debt financing. However management cannot provide
any assurances that the Company will be successful in accomplishing any of
its plans.
The ability of the Company to continue as a going concern is dependent upon
its ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain
profitable operations. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to
continue as a going concern.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
REGISTRANT'S BUSINESS
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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
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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 can be built seamlessly into internal
combustion engines.
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 to 20V, 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.
10
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.
Competition
-----------
With the primary focus at HYHY being on the Heavy Goods Vehicle and light
truck markets, the principle competition comes from manufacturers of
"passive" emissions control technologies. There are a variety of advanced
exhaust treatment products, including diesel particulate filters and diesel
oxidation catalysts but, while they offer comparable emissions reductions to
HFI, in every case they increase fuel consumption (by increasing back
pressure on the engine) by an average of 3.5%-as contrast to the 10% fuel
savings achieved by HFI. The existing market for these devices is literally
billions of dollars, with companies such as Arvin Meritor, Johnson Matthey,
and Delphi.
The credible competitor for HYHY is Hy-Drive. They market a product that is
based on similar technology, but which is less sophisticated than HYHY HFI
models and has only limited application on certain heavy-duty diesel engines.
Their primary market is North America for long-haul trucking and above-ground
mining equipment, they claim to have secured sales agents in the UK and
Australia as well.
There is an extensive list of private companies attempting to develop
technologies involving the addition of fractional amounts of hydrogen to
fossil fuel engines. To date, none has reached the point of having any real
presence in the marketplace.
Hythane Ltd. produces a gas that mixes hydrogen and natural gas before it is
pumped into a vehicle gas tank; in other words, doing off-board what HYHY
does on-board. With their system, there are the obvious issues related to
the storage of large volumes of compressed gas, as well as the sourcing of
large volumes of pure hydrogen.
Finally, there are manufacturers of very large electrolysers, used primarily
to supply hydrogen for cooling turbines in electrical power generating
stations. The two largest North American manufacturers are GE and
Hydrogenics, and it is conceivable that after HYHY demonstrates the potential
for smaller electrolysers, particularly in applications that have never
utilized electrolysis previously, these companies might expand their product
lines to include competition for the various HFI models.
11
Indirect Competition
--------------------
Indirect competition would include technologies such as fuel cells, battery-
powered vehicles, hybrid vehicles, alternative fuels, and other emission
reduction alternatives, such as diesel oxidation catalysts and diesel
particulate filters. Of these, the only truly price-competitive products are
the diesel particulate filters, but their use on HGVs while accomplishing the
goal of reducing PM comes with the financial penalty of reducing fuel
efficiency by 3.5 - 4% and does nothing to reduce CO2. Diesel oxidation
catalysts, similarly, reduce engine efficiency, and the emissions benefits
come with equipment costs on par with an HFI HT.
Hybrid vehicles are gaining customer acceptance, but are not, in fact, a
competitor to the HFI system since the HFI system can be regarded as a
complementary technology. "Hybrid" may soon refer to the hybrid of hydrogen-
hydrocarbon, not gasoline-electric. Alternative fuels, such as ethanol,
again can be seen as complementary technologies since the HFI device can be
used in conjunction with them. As part of its long-term vision, HYHY plans
to develop partnerships with companies in the bio-fuel industry to develop
hydrogen blends that will make those fuels even cleaner and less expensive.
Battery-powered vehicles-which do not eliminate emissions, but merely
displace them-are not a likely viable alternative, and all but a handful of
niche manufacturers have ceased any development work in this field.
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. The companies are related due to significant common ownership. 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 agreed to pay a total of $4,783,966 in cash. The
Distribution Agreement provides the Company with the right to sell and
distribute the product for 20 years beginning with receipt of authorization
for full distribution. The Company will amortize the cost of the
distribution rights over the 20 year period once authorization for full
distribution is received.
12
Results of Operations
---------------------
During the six month period ended March 31, 2008 the Company generated
$137,125 in revenues versus $10,239 in revenues for the same period last year.
During the three month period ended March 31, 2008 the Company generated
$68,145 in revenues versus $5,057 in revenues for the same period last year.
Cost of sales for the six month period ending March 31, 2008 was $92,480
or 67.4% of revenues
During the six months ended March 31, 2008, the Company had a net loss
from operations of $(5,439) and net comprehensive loss of $(133,907) after
foreign currently translation as compared to a net loss of $(81,724) for the
same period last year. For the most recent three months ended March 31,
2008, the Company had a net income from operations of $13,866 and net
comprehensive loss of $(81,349) after foreign currently translation as
compared to a net loss from operations of $(3,594) for the same period last
year. The Company's expenses for the six month period ended included
general and administrative expenses of $3,142 and professional fees of
$46,942 as compared to general and administrative expenses of $2,666 and
professional fees of $8,532 for the same period last year.
Liquidity and Capital Resources
-------------------------------
As of March 31, 2008, the Company's current liabilities exceeded its current
assets by $ 536,477.
As of March 31, 2008, the Company has 129,071,362 shares of common stock
issued and outstanding.
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.
13
Market Information
------------------
Hydrogen Hybrid Technologies, Inc. Common Stock, $0.001 par value, is traded on
the OTC-Bulletin Board under the symbol: HYHY. There has been a limited
trading market in the Company's stock. There are no assurances that a market
will ever develop for the Company's stock.
(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.
14
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.
15
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.
16
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company from time to time may be involved in litigation incident to the
conduct of its business. Certain litigation with third parties and
present and former shareholders of the Company are routine and incidental.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
ITEM 5. Other Information
On January 29, 2008, the Brisam Corporation Board of Directors, appointed Mr.
Ira Lyons as member of the Board of Directors and the sole officer (president,
secretary and treasurer) of Brisam Corporation. Mr. Lyons is currently a
Director and Officer of Hydrogen Hybrid Technologies. For the past few years,
Brisam has been an inactive corporation. Management believes that Mr. Lyons
role with Brisam corporation does not create any conflict with Hydrogen Hybrid
Technologies. If a specific business opportunity becomes available, Mr. Lyons
may face a conflict in selecting between the Company and other business
interests. The Company has not formulated a policy for the resolution of such
conflicts.
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.
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.
b) Report(s) on Form 8-K
None filed during the quarter ending March 31, 2008.
17
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: May 19, 2008
------------
18