As filed with the Securities and Exchange Commission on December 22, 2005
                              Registration No. 333-
     -----------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                      -------------------------------------
                            HYBRID FUEL SYSTEMS, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

              Georgia                                58-2267238
     (State or other jurisdiction          (IRS Employer Identification No.)
  of  incorporation  or  organization)

                 12409 Telecom Drive, Tampa, Florida           33637
               ----------------------------------------      ----------
               (Address of principal executive offices)      (Zip Code)

                  ---------------------------------------------
                              CONSULTING AGREEMENT
                  ---------------------------------------------
                              (Full title of plan)

                             Darrin M. Ocasio, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725
                     (Name and address of agent for service)

        Registrant's telephone number, including area code (813) 979-9222

<TABLE>
<CAPTION>

<S>           <C>           <C>          <C>          <C>

              CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------
                            Proposed     Proposed
Title of                    Maximum      Maximum
Securities    Amount        Offering     Aggregate    Amount of
to be         to be         Price        Offering     Registration
Registered    Registered    Per Share    Price(1)     Fee
----------    ----------    ---------    ---------    ------------
COMMON STOCK   900,000      $   0.20     $180,000     $     19.26
 -----------------------------------------------------------------
<FN>

(1)   Pursuant  to Rule 457(c), the registration fee is calculated
on the basis of the average of the high and low stock price of the
Registrant's common  stock  on  December  20,  2005.

</TABLE>

<PAGE>

                                EXPLANATORY NOTE

     This  Registration  Statement  on Form S-8 relates to the issuance of up to
900,000  shares  of common stock of the Company pursuant to a certain Consulting
Agreement  dated  as  of  December  8,  2005.

                                     PART I

ITEM  1.     PLAN  INFORMATION.

     The  documents  containing the information specified in Item 1 will be sent
or  given  to  participants  in  the  Plan as specified by Rule 428(b)(1) of the
Securities  Act  of  1933, as amended (the "Securities Act"). Such documents are
not required to be and are not filed with the Securities and Exchange Commission
(the  "SEC") either as part of this Registration Statement or as prospectuses or
prospectus  supplements  pursuant to Rule 424. These documents and the documents
incorporated  by  reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements  of  Section  10(a)  of  the  Securities  Act.

ITEM  2.     REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

     Upon  written  or  oral  request,  any  of  the  documents  incorporated by
reference  in  Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required  to  be  delivered  to  eligible  employees, non-employee directors and
consultants, pursuant to Rule 428(b) are available without charge by contacting:

                                   Mark Clancy
                                       CEO
                            HYBRID FUEL SYSTEMS, INC.
                              12409 Telecom Drive,
                              Tampa, Florida 33637

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  Registrant  hereby  incorporates  by  reference into this Registration
Statement  the  documents  listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act  of  1934  (the  "Exchange  Act"),  prior  to the filing of a post-effective
amendment  which  indicates  that all securities offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  into  this  Registration Statement and to be a part
hereof  from  the  date  of  filing  of  such  documents:

-    Reference  is  made  to  the  Registrant's  quarterly report on Form 10-QSB
     filed on November 21, 2005, for the quarter ended September 30, 2005, which
     is hereby incorporated by reference.

-    Reference  is  made  to  the  Registrant's  quarterly  report  on  Form
     10-QSB/A  filed  on September 27, 2005 for the quarter ended June 30, 2005,
     which is hereby incorporated by reference.

-    Reference  is  made  to  the  Registrant's  quarterly  report  on  Form
     10-QSB/A filed on September 27, 2005, for the quarter ended March 31, 2005,
     which is hereby incorporated by reference.

-    Reference  is  made  to  the  Registrant's  annual  report on Form 10-KSB/A
     filed on September 27, 2005, for the year ended December 31, 2004, which is
     hereby incorporated by reference.

-    The  description  of  the  Company's  common  stock  which  is contained in
     the  Company's  registration  statement  on Form SB-2, as amended, filed on
     November 29, 2005, which is hereby incorporated by reference.

<PAGE>

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  Applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Certain  legal  matters in connection with this registration statement will
be  passed  upon  for the Registrant by Sichenzia Ross Friedman Ference LLP, New
York,  New  York.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Our Articles of Incorporation provide that, to the fullest extent permitted
by  law,  none  of our directors or officers shall be personally liable to us or
our  shareholders for damages for breach of any duty owed to our shareholders or
us.

     In  addition, we have the power, by our by-laws or in any resolution of our
stockholders  or directors, to undertake to indemnify the officers and directors
of  ours against any contingency or peril as may be determined to be in our best
interest  and  in conjunction therewith, to procure, at our expense, policies of
insurance. At this time, no statute or provision of the by-laws, any contract or
other  arrangement  provides  for  insurance  or  indemnification  of any of our
controlling  persons,  directors  or  officers  that  would  affect  his  or her
liability in that capacity.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may  be permitted to directors, officers and controlling
persons  of  the  small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in  the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities, other than the payment by us
of  expenses  incurred or paid by our directors, officers or controlling persons
in  the  successful  defense  of any action, suit or proceedings, is asserted by
such  director, officer, or controlling person in connection with any securities
being  registered,  we will, unless in the opinion of our counsel the matter has
been  settled  by  controlling  precedent,  submit  to  court  of  appropriate
jurisdiction  the  question whether such indemnification by us is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication of such issues.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

None.

ITEM  8.  EXHIBITS.

<TABLE>
<CAPTION>

<S>      <C>
EXHIBIT
NUMBER   Exhibit
-------  --------------------------------------------------------------------------------------

5.1      Opinion of Sichenzia Ross Friedman Ference LLP.

10.1     Consulting Agreement dated as of December 8, 2005.

23.1     Consent of Brimmer, Burek & Keelan LLP, independent registered public accounting firm.

23.2     Consent of Sichenzia Ross Friedman Ference LLP is contained in Exhibit 5.1.

</TABLE>

<PAGE>

ITEM  9.  UNDERTAKINGS.

     The  undersigned  registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement:

          (i)  To  include  any  prospectus  required by Section 10(a)(3) of the
     Securities Act of 1933;

          (ii)  To  reflect  in the prospectus any facts or events arising after
     the  effective  date  of  the  registration  statement  (or the most recent
     post-effective  amendment thereof) which, individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in  volume  of  securities  offered (if the total dollar value of
     securities  offered  would  not  exceed  that which was registered) and any
     deviation  from the low or high end of the estimated maximum offering range
     may  be  reflected  in  the  form  of  prospectus filed with the Commission
     pursuant  to  Rule  424(b)  if, in the aggregate, the changes in volume and
     price  represent  no  more  than 20 percent change in the maximum aggregate
     offering  price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement;

          (iii)  To include any material information with respect to the plan of
     distribution  not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

Provided,  however,  that  paragraphs  (1)(i),  and  (1)(ii) do not apply if the
Registration  Statement  is  on  Form  S-8 and if the information required to be
included  in  a  post-effective  amendment  by  those paragraphs is contained in
reports  filed with or furnished to the Commission by the Registrant pursuant to
section  13  or  section  15(d)  of the Securities Exchange Act of 1934 that are
incorporated  by  reference  in  the  registration  statement.

     (2) That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4)  That,  for  purposes of determining any liability under the Securities
Act  of  1933, each filing of the registrant's annual report pursuant to Section
13(a)  or  15(d)  of the Securities Exchange Act of 1934 (and, where applicable,
each  filing  of  an  employee  benefit plan's annual report pursuant to Section
15(d)  of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

<PAGE>

     (5) That, for the purpose of determining liability under the Securities Act
of  1933  to  any  purchaser:

          (A)  Each  prospectus filed by a Registrant pursuant to Rule 424(b)(3)
     shall be deemed to be part of the registration statement as of the date the
     filed  prospectus  was  deemed  part  of  and  included in the registration
     statement; and

          (B)  Each  prospectus required to be filed pursuant to Rule 424(b)(2),
     (b)(5)  or  (b)(7)  as part of a registration statement in reliance on Rule
     430B  relating  to an offering made pursuant to Rule 415(a)(1)(i), (vii) or
     (x)  for the purpose of providing the information required by Section 10(a)
     of the Securities Act of 1933 shall be deemed to be part of and included in
     the  registration  statement  as  of  the  earlier of the date such form of
     prospectus  is  first  used  after  effectiveness  or the date of the first
     contract of sale of securities in the offering described in the prospectus.
     As  provided  in  Rule  430B,  for liability purposes of the issuer and any
     person that is at that date an underwriter, such date shall be deemed to be
     a  new  effective  date  of  the  registration  statement  relating  to the
     securities  in  the registration statement to which the prospectus relates,
     and  the offering of such securities at that time shall be deemed to be the
     initial  bona  fide  offering thereof. Provided, however, that no statement
     made  in  a  registration  statement  or  prospectus  that  is  part of the
     registration  statement  or  made  in  a  document  incorporated  or deemed
     incorporated  by  reference  into  the registration statement or prospectus
     that  is  part of the registration statement will, as to a purchaser with a
     time  of contract of sale prior to such effective date, supersede or modify
     any  statement  that  was  made in the registration statement or prospectus
     that  was  part  of the registration statement or made in any such document
     immediately prior to such effective date.

     (6)  That,  for  the purpose of determining liability of a Registrant under
the  Securities  Act of 1933 to any purchaser in the initial distribution of the
securities, each undersigned Registrant undertakes that in a primary offering of
securities of an undersigned Registrant pursuant to this registration statement,
regardless  of  the  underwriting  method  used  to  sell  the securities to the
purchaser,  if  the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:

          (i)  Any  preliminary  prospectus  or  prospectus  of  an  undersigned
     Registrant  relating  to the offering required to be filed pursuant to Rule
     424;

          (ii)  Any free writing prospectus relating to the offering prepared by
     or  on  behalf  of  an  undersigned Registrant or used or referred to by an
     undersigned Registrant;

          (iii) The portion of any other free writing prospectus relating to the
     offering containing material information about an undersigned Registrant or
     its securities provided by or on behalf of an undersigned Registrant; and

          (iv)  Any other communication that is an offer in the offering made by
     an undersigned Registrant to the purchaser.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may be permitted to directors, officers and controlling persons of the
registrant  pursuant  to  the foregoing provisions, or otherwise, the registrant
has  been  advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the registrant of expenses
incurred  or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.

<PAGE>
                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the registrant
certifies  that  it  has  reasonable  grounds  to  believe that it meets all the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Tampa, State of Florida, on this 21st day of December
2005.

                            HYBRID FUEL SYSTEMS, INC.

                              By: /s/ Mark Clancy
                                  ---------------------------
                                  Mark  Clancy
                                  Chief  Executive  Officer
                                  Chief  Financial  Officer

                                POWER OF ATTORNEY
KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes  and  appoints  Mark Clancy his true and lawful attorney-in-fact and
agent,  with  full  power  of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments)  to this Registration Statement, and any
subsequent registration statements pursuant to Rule 462 of the Securities Act of
1933  and  to  file  the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact  and agent, and each of them, full power and authority to
do  and  perform each and every act and thing requisite and necessary to be done
in  and  about the premises, as fully to all intents and purposes as he might or
could  do  in  person,  hereby  ratifying  and  confirming all that each of said
attorney-in-fact  or  his substitute or substitutes, may lawfully do or cause to
be  done  by  virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  has been signed by the following persons in the capacities and on the
dates  indicated.

<TABLE>
<CAPTION>

<S>                   <C>                                                            <C>

    Signature                                 Title                                       Date

/s/  John  Stanton              Chairman of the Board of Directors                   December 21, 2005
------------------
John  Stanton

/s/  Mark  Clancy     Chief Executive Officer (Principal Executive Officer) and      December 21, 2005
-----------------     Chief Financial Officer (Principal Financial Officer) and
Mark  Clancy          Director

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "S-8", "secsgml_size_bytes": 19862}]
{"company-data": {"conformed-name": "Hybrid Fuel Systems", "cik": "0001107955", "assigned-sic": "3714", "irs-number": "582267238", "state-of-incorporation": "GA"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-130554", "film-number": "051278390"}, "business-address": {"street1": "410150 HIGHLAND MANOR DR.", "city": "TAMPA", "state": "FL", "zip": "33610", "phone": "8133142152"}, "mail-address": {"street1": "10150 HIGHLAND MANOR DR.", "city": "TAMPA", "state": "FL", "zip": "33610"}, "former-company": [{"former-conformed-name": "WHITE KNIGHT", "date-changed": "20050428"}, {"former-conformed-name": "HYBRID FUEL SYSTEMS INC", "date-changed": "20040325"}, {"former-conformed-name": "SAVE ON ENERGY INC", "date-changed": "20000228"}]}
As filed with the Securities and Exchange Commission on December 22, 2005
                              Registration No. 333-
     -----------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                      -------------------------------------
                            HYBRID FUEL SYSTEMS, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

              Georgia                                58-2267238
     (State or other jurisdiction          (IRS Employer Identification No.)
  of  incorporation  or  organization)

                 12409 Telecom Drive, Tampa, Florida           33637
               ----------------------------------------      ----------
               (Address of principal executive offices)      (Zip Code)

                  ---------------------------------------------
                              CONSULTING AGREEMENT
                  ---------------------------------------------
                              (Full title of plan)

                             Darrin M. Ocasio, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725
                     (Name and address of agent for service)

        Registrant's telephone number, including area code (813) 979-9222
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------
                            Proposed     Proposed
Title of                    Maximum      Maximum
Securities    Amount        Offering     Aggregate    Amount of
to be         to be         Price        Offering     Registration
Registered    Registered    Per Share    Price(1)     Fee
----------    ----------    ---------    ---------    ------------
COMMON STOCK   900,000      $   0.20     $180,000     $     19.26
 -----------------------------------------------------------------
(1)   Pursuant  to Rule 457(c), the registration fee is calculated
on the basis of the average of the high and low stock price of the
Registrant's common  stock  on  December  20,  2005.
EXPLANATORY NOTE

     This  Registration  Statement  on Form S-8 relates to the issuance of up to
900,000  shares  of common stock of the Company pursuant to a certain Consulting
Agreement  dated  as  of  December  8,  2005.

                                     PART I

ITEM  1.     PLAN  INFORMATION.

     The  documents  containing the information specified in Item 1 will be sent
or  given  to  participants  in  the  Plan as specified by Rule 428(b)(1) of the
Securities  Act  of  1933, as amended (the "Securities Act"). Such documents are
not required to be and are not filed with the Securities and Exchange Commission
(the  "SEC") either as part of this Registration Statement or as prospectuses or
prospectus  supplements  pursuant to Rule 424. These documents and the documents
incorporated  by  reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements  of  Section  10(a)  of  the  Securities  Act.

ITEM  2.     REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

     Upon  written  or  oral  request,  any  of  the  documents  incorporated by
reference  in  Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required  to  be  delivered  to  eligible  employees, non-employee directors and
consultants, pursuant to Rule 428(b) are available without charge by contacting:

                                   Mark Clancy
                                       CEO
                            HYBRID FUEL SYSTEMS, INC.
                              12409 Telecom Drive,
                              Tampa, Florida 33637

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  Registrant  hereby  incorporates  by  reference into this Registration
Statement  the  documents  listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act  of  1934  (the  "Exchange  Act"),  prior  to the filing of a post-effective
amendment  which  indicates  that all securities offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  into  this  Registration Statement and to be a part
hereof  from  the  date  of  filing  of  such  documents:

-    Reference  is  made  to  the  Registrant's  quarterly report on Form 10-QSB
     filed on November 21, 2005, for the quarter ended September 30, 2005, which
     is hereby incorporated by reference.

-    Reference  is  made  to  the  Registrant's  quarterly  report  on  Form
     10-QSB/A  filed  on September 27, 2005 for the quarter ended June 30, 2005,
     which is hereby incorporated by reference.

-    Reference  is  made  to  the  Registrant's  quarterly  report  on  Form
     10-QSB/A filed on September 27, 2005, for the quarter ended March 31, 2005,
     which is hereby incorporated by reference.

-    Reference  is  made  to  the  Registrant's  annual  report on Form 10-KSB/A
     filed on September 27, 2005, for the year ended December 31, 2004, which is
     hereby incorporated by reference.

-    The  description  of  the  Company's  common  stock  which  is contained in
     the  Company's  registration  statement  on Form SB-2, as amended, filed on
     November 29, 2005, which is hereby incorporated by reference.
ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  Applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Certain  legal  matters in connection with this registration statement will
be  passed  upon  for the Registrant by Sichenzia Ross Friedman Ference LLP, New
York,  New  York.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Our Articles of Incorporation provide that, to the fullest extent permitted
by  law,  none  of our directors or officers shall be personally liable to us or
our  shareholders for damages for breach of any duty owed to our shareholders or
us.

     In  addition, we have the power, by our by-laws or in any resolution of our
stockholders  or directors, to undertake to indemnify the officers and directors
of  ours against any contingency or peril as may be determined to be in our best
interest  and  in conjunction therewith, to procure, at our expense, policies of
insurance. At this time, no statute or provision of the by-laws, any contract or
other  arrangement  provides  for  insurance  or  indemnification  of any of our
controlling  persons,  directors  or  officers  that  would  affect  his  or her
liability in that capacity.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may  be permitted to directors, officers and controlling
persons  of  the  small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in  the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities, other than the payment by us
of  expenses  incurred or paid by our directors, officers or controlling persons
in  the  successful  defense  of any action, suit or proceedings, is asserted by
such  director, officer, or controlling person in connection with any securities
being  registered,  we will, unless in the opinion of our counsel the matter has
been  settled  by  controlling  precedent,  submit  to  court  of  appropriate
jurisdiction  the  question whether such indemnification by us is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication of such issues.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

None.

ITEM  8.  EXHIBITS.
EXHIBIT
NUMBER   Exhibit
-------  --------------------------------------------------------------------------------------

5.1      Opinion of Sichenzia Ross Friedman Ference LLP.

10.1     Consulting Agreement dated as of December 8, 2005.

23.1     Consent of Brimmer, Burek & Keelan LLP, independent registered public accounting firm.

23.2     Consent of Sichenzia Ross Friedman Ference LLP is contained in Exhibit 5.1.
ITEM  9.  UNDERTAKINGS.

     The  undersigned  registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement:

          (i)  To  include  any  prospectus  required by Section 10(a)(3) of the
     Securities Act of 1933;

          (ii)  To  reflect  in the prospectus any facts or events arising after
     the  effective  date  of  the  registration  statement  (or the most recent
     post-effective  amendment thereof) which, individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in  volume  of  securities  offered (if the total dollar value of
     securities  offered  would  not  exceed  that which was registered) and any
     deviation  from the low or high end of the estimated maximum offering range
     may  be  reflected  in  the  form  of  prospectus filed with the Commission
     pursuant  to  Rule  424(b)  if, in the aggregate, the changes in volume and
     price  represent  no  more  than 20 percent change in the maximum aggregate
     offering  price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement;

          (iii)  To include any material information with respect to the plan of
     distribution  not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

Provided,  however,  that  paragraphs  (1)(i),  and  (1)(ii) do not apply if the
Registration  Statement  is  on  Form  S-8 and if the information required to be
included  in  a  post-effective  amendment  by  those paragraphs is contained in
reports  filed with or furnished to the Commission by the Registrant pursuant to
section  13  or  section  15(d)  of the Securities Exchange Act of 1934 that are
incorporated  by  reference  in  the  registration  statement.

     (2) That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4)  That,  for  purposes of determining any liability under the Securities
Act  of  1933, each filing of the registrant's annual report pursuant to Section
13(a)  or  15(d)  of the Securities Exchange Act of 1934 (and, where applicable,
each  filing  of  an  employee  benefit plan's annual report pursuant to Section
15(d)  of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.
(5) That, for the purpose of determining liability under the Securities Act
of  1933  to  any  purchaser:

          (A)  Each  prospectus filed by a Registrant pursuant to Rule 424(b)(3)
     shall be deemed to be part of the registration statement as of the date the
     filed  prospectus  was  deemed  part  of  and  included in the registration
     statement; and

          (B)  Each  prospectus required to be filed pursuant to Rule 424(b)(2),
     (b)(5)  or  (b)(7)  as part of a registration statement in reliance on Rule
     430B  relating  to an offering made pursuant to Rule 415(a)(1)(i), (vii) or
     (x)  for the purpose of providing the information required by Section 10(a)
     of the Securities Act of 1933 shall be deemed to be part of and included in
     the  registration  statement  as  of  the  earlier of the date such form of
     prospectus  is  first  used  after  effectiveness  or the date of the first
     contract of sale of securities in the offering described in the prospectus.
     As  provided  in  Rule  430B,  for liability purposes of the issuer and any
     person that is at that date an underwriter, such date shall be deemed to be
     a  new  effective  date  of  the  registration  statement  relating  to the
     securities  in  the registration statement to which the prospectus relates,
     and  the offering of such securities at that time shall be deemed to be the
     initial  bona  fide  offering thereof. Provided, however, that no statement
     made  in  a  registration  statement  or  prospectus  that  is  part of the
     registration  statement  or  made  in  a  document  incorporated  or deemed
     incorporated  by  reference  into  the registration statement or prospectus
     that  is  part of the registration statement will, as to a purchaser with a
     time  of contract of sale prior to such effective date, supersede or modify
     any  statement  that  was  made in the registration statement or prospectus
     that  was  part  of the registration statement or made in any such document
     immediately prior to such effective date.

     (6)  That,  for  the purpose of determining liability of a Registrant under
the  Securities  Act of 1933 to any purchaser in the initial distribution of the
securities, each undersigned Registrant undertakes that in a primary offering of
securities of an undersigned Registrant pursuant to this registration statement,
regardless  of  the  underwriting  method  used  to  sell  the securities to the
purchaser,  if  the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:

          (i)  Any  preliminary  prospectus  or  prospectus  of  an  undersigned
     Registrant  relating  to the offering required to be filed pursuant to Rule
     424;

          (ii)  Any free writing prospectus relating to the offering prepared by
     or  on  behalf  of  an  undersigned Registrant or used or referred to by an
     undersigned Registrant;

          (iii) The portion of any other free writing prospectus relating to the
     offering containing material information about an undersigned Registrant or
     its securities provided by or on behalf of an undersigned Registrant; and

          (iv)  Any other communication that is an offer in the offering made by
     an undersigned Registrant to the purchaser.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may be permitted to directors, officers and controlling persons of the
registrant  pursuant  to  the foregoing provisions, or otherwise, the registrant
has  been  advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the registrant of expenses
incurred  or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.
SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the registrant
certifies  that  it  has  reasonable  grounds  to  believe that it meets all the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Tampa, State of Florida, on this 21st day of December
2005.

                            HYBRID FUEL SYSTEMS, INC.

                              By: /s/ Mark Clancy
                                  ---------------------------
                                  Mark  Clancy
                                  Chief  Executive  Officer
                                  Chief  Financial  Officer

                                POWER OF ATTORNEY
KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes  and  appoints  Mark Clancy his true and lawful attorney-in-fact and
agent,  with  full  power  of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments)  to this Registration Statement, and any
subsequent registration statements pursuant to Rule 462 of the Securities Act of
1933  and  to  file  the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact  and agent, and each of them, full power and authority to
do  and  perform each and every act and thing requisite and necessary to be done
in  and  about the premises, as fully to all intents and purposes as he might or
could  do  in  person,  hereby  ratifying  and  confirming all that each of said
attorney-in-fact  or  his substitute or substitutes, may lawfully do or cause to
be  done  by  virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  has been signed by the following persons in the capacities and on the
dates  indicated.
Signature                                 Title                                       Date

/s/  John  Stanton              Chairman of the Board of Directors                   December 21, 2005
------------------
John  Stanton

/s/  Mark  Clancy     Chief Executive Officer (Principal Executive Officer) and      December 21, 2005
-----------------     Chief Financial Officer (Principal Financial Officer) and
Mark  Clancy          Director