ALL GRADE MINING, INC. - FORM 10-Q/A

Attached files

file	filename
EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT - ALL GRADE MINING, INC.	hyii10qa20090630ex31-1.htm
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT - ALL GRADE MINING, INC.	hyii10qa20090630ex32-1.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

Amendment No. 1 to FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to _______________

Commission File No. 033-17774-NY

HYBRED INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Colorado	93-0955290
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

370 W. Pleasantview Ave., Suite 163, Hackensack, NJ 07601

(Address of principal executive office)

Registrant's telephone number, including area code: (201) 788-3785

____________________________________________

Former name, former address and former fiscal year,

if changed since last report.

Check whether the Issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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 þ

No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller Reporting Company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ

119,815,519 shares of Common Shares, par value $0.001 per share, were outstanding as of June 30, 2009.

Explanatory Note

The Company is filing this Amendment Number1 to Form 10-Q in order to correct Note 6 to the financial statements with reference to a loan payable to a Director of the Company.

The loans made by this individual were interest bearing with interest accrued by the Company.

The restated Note 6 is as follows:

As of June 30, 2009, the Company’s President had loaned the Company $6,562 on a non-interest bearing basis to provide funding for certain operating expenses. As of June 30, 2009, this amount remained unpaid. Additionally, during 2007, a Director and shareholder of the Company loaned the Company $8,000. The Loan is payable on demand and bears interest at the rate of 6.75% per annum. The proceeds of the loan were used to provide the Company with working capital. In July 2008 this same individual loaned the Company an additional $5,000, to be used for working capital. This additional loan bears interest at the rate of 6.75% per annum. As of June 30, 2009, the Company had repaid $7,000 to this individual, leaving a balance due him of $6,000. The accrued interest payable as of June 30, 2009 on the loan payable due to this individual was $799.

HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

CONTENTS

		Page
PART I-	FINANCIAL INFORMATION

ITEM 1-	FINANCIAL STATEMENTS

	Balance sheet as of June 30, 2009 (unaudited) and December 31, 2008	1

	Statement of operations for the three and six months ended June 30, 2009 and June 30, 2008 (unaudited)	2

	Statement of changes in stockholders’ equity for the period January 1, 2007 to June 30, 2009 (unaudited)	3

	Statement of cash flows for the six months ended June 30, 2009 June 30, 2008 (unaudited)	4

	Notes to financial statements	5

ITEM 2-	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11

ITEM 3-	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12

ITEM 4-	CONTROLS AND PROCEDURES	12

PART II-	OTHER INFORMATION

ITEM 1-	LEGAL PROCEEDINGS	13

ITEM 1A-	RISK FACTORS	13

ITEM 2-	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13

ITEM 3-	DEFAULT UPON SENIOR SECURITIES	14

ITEM 4-	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	14

ITEM 5-	OTHER INFORMATION	14

ITEM 6-	EXHIBITS	14

SIGNATURES		15

Exhibit 31.1	Certification Pursuant to Section 302 of the Sarbanes Oxley Act	16

Exhibit 32.2	Certification Pursuant to Section 906 of the Sarbanes Oxley Act	17

HYBRED INTERNATIONAL, INC.

( A Developmental Stage Company)

BALANCE SHEET

As of June 30, 2009 and December 31, 2008

ASSETS

	June 30,			December 31,
	2009			2008
	(Unaudited)
CURRENT ASSETS:
Cash in bank	$	-		$	-

Total current assets		-			-

FIXED ASSETS:
Tools and Dies (Note 4)		13,036			13,036
Less: accumulated depreciation		(4,935	)		(4,003	)

Net fixed assets		8,101			9,033

Total assets	$	8,101		$	9,033

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES:
Accounts payable	$	31,080		$	29,080
Cash overdraft		-			218
NJ Corporation business tax payable		500			500
Loan payable (Note 5)		20,000			20,000
Due to-shareholders (Note 6)		12,562			11,244
Accrued interest payable		4,339			3,597

Total liabilities		68,481			64,639

STOCKHOLDERS’ EQUITY:
Common stock, par value $.001 per share; authorized 120,000,000 shares, issued and outstanding 119,815,519 shares at June 30, 2009 and at December 31, 2008		119,816			119,816
Preferred stock, no par value, authorized 1,000,000 shares, none issued and outstanding as of June 30, 2009 and December 31, 2008		-			-
Additional paid in capital		18,450			18,450
Retained earnings (deficit)		(198,646	)		(193,872	)

Total stockholder’s equity		(60,380	)		(55,606	)

Total liabilities and stockholder’s equity	$	8,101		$	9,033

The accompanying notes should be read in conjunction with the financial statements

-1-

HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

STATEMENT OF OPERATIONS

For the Six and Three Months Ended

June 30, 2009 and June 30, 2008

	Six Months Ended						Three Months Ended
	June 30,			June 30,			June 30,			June 30,
	2009			2008			2009				2008
	(Unaudited)			(Unaudited)			(Unaudited)				(Unaudited)
REVENUES:
Revenues	$	-		$	-		$	-			$	-

EXPENSES:
Farrier expense		-			2,252			-				1,152
Bank service charge		64			71			(11	)			40
Dues and subscriptions		-			60			-				-
Auto expense		80			1,585			-				631
Marketing consultant		-			9,400			-				6,400
Marketing expense		-			1,500			-				1,500
Postage and shipping		24			165			-				30
Printing and reproduction		-			268			-				-
Office maintenance and supplies		-			979			-				739
Telephone		146			1,042			-				536
Meals and entertainment		786			3,158			-				1,831
Travel		-			2,819			-				1,971
Promotional expense		-			131			-				-
Trade shows		-			1,000			-				-
Website expenses		-			5,016			-				1,016
Rent		-			1,500			-				-
Accounting fees		2,000			3,500			1,000				1,000
Legal fees		-			30,000			-				-
Transfer agent fees		-			553			-				553
Consultants		-			1,350			-				650
Write-off of deferred offering costs		-			19,800			-				(5,500	)
Depreciation expense – tools and dies		932			867			466				454
Contributions		-			325			-				325

Total expenses		4,032			87,341			1,455				13,328

Operating deficit		(4,032	)		(87,341	)		(1,455	)			(13,328	)

OTHER EXPENSES:
Interest expense		742			683			371				321

Total other expenses		742			683			371				321

Net (loss)	$	(4,774	)	$	(88,024	)	$	(1,826	)		$	(13,649	)

The accompanying notes should be read in conjunction with the financial statements

-2-

HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Period January 1, 2007 to June 30, 2009

							Additional							Retained
	Common Stock						Paid in			Preferred Stock				Earnings
	Shares			Amount			Capital			Shares		Amount		(Deficit)			Total
Balances at January 1, 2007		390,519		$	391		$	-		$	-	$	-	$	(18,016	)	$	(17,625	)

Compensatory stock issuance		20,000,000			20,000			-			-		-		-			20,000

Net loss of the year ended December 31, 2007		-			-			-			-		-		(24,500	)		(24,500	)

Balances at December 31, 2007		20,390,519		$	20,391		$	-		$	-	$	-	$	(42,516	)	$	(22,125	)

Issuance 300,000 shares of common stock, par value $.001 per share, at $.30 per share		300,000			300			89,700			-		-		-			90,000

Conversion of existing note payable of $15,000 plus accrued interest of $4,125 into common stock at par, $.001 per share		19,125,000			19,125			-			-		-		-			19,125

Cancellation of 19,700,000 shares of common stock issued		(19,700,000	)		(19,700	)		-			-		-		-			(19,700	)

Merger with Hybred International pursuant to the plan of merger; shares issued on a 1:1 basis to Hybred shareholders		80,000,000			80,000			(71,550	)		-		-		(47,080	)		(38,630	)

Issuance of 19,700,000 shares to cancel debt		19,700,000			19,700			300			-		-		-			20,000

Net loss for the year ended December 31, 2008		-			-			-			-		-		(104,276	)		(104,276	)

Balances at December 31, 2008		119,815,519		$	119,816		$	18,450		$	-	$	-	$	(193,872	)	$	(55,606	)

Net loss for the six months ended June 30, 2009		-			-			-			-		-		(4,774	)		(4,774	)

Balances at June 30, 2009		119,815,519		$	119,816		$	18,450		$	-	$	-	$	(198,646	)	$	(60,380	)

The accompanying notes should be read in conjunction with the financial statements

-3-

HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

STATEMENT OF CASH FLOWS

For the Six Months Ended

June 30, 2009 and June 30, 2008

	June 30,			June 30,
	2009			2008
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(4,774	)	$	(88,024	)
Adjustments to reconcile net (loss) to net cash (used) by operating activities:

Depreciation expense		932			3,135

Changes in assets and liabilities:
Increase in accounts payable		2,000			20,080
(Decrease) in cash overdraft		(218	)
Increase in accrued interest payable		742			(1,257	)

Total adjustments		3,456			21,958

NET CASH (USED) BY OPERATING ACTIVITIES		(1,318	)		(66,066	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of tools and dies		-			(13,036	)

NET CASH (USED) BY INVESTING ACTIVITIES		-			(13,036	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock at $.30 per share		-			90,000
Conversion of note payable		-			19,125
Loans from shareholders		1,318			8,243
Cancellation of 19,700,000 shares at par value		-			(19,700	)
Common stock issued pursuant to merger agreement		-			80,000
Issuance of 19,700,000 shares of common stock to cancel debt		-			20,000
Recapitalization of common stock		-			(71,550	)
Consolidation of pre-merger Company’s accumulated losses		-			(47,080	)
(Decrease) in note payable		-			(15,000	)
Increase in loan payable		-			16,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		1,318			80,038

Increase in cash		-			936

Cash, beginning of period		-			-

Cash, end of period	$	-		$	936

The accompanying notes should be read in conjunction with the financial statements

-4-

HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2009

Note 1-

NATURE OF BUSINESS:

Organization:

Temporary Time Capital Corp., Inc., a corporation organized under the laws of the State of Colorado, was a shell company with no or nominal business operations. On January 31, 2008, the Company entered into a merger agreement with Hybred International, Inc., a corporation organized under the laws of the State of New Jersey. No prior relationship between the companies, or any natural person, is known to have existed.

The merger agreement was filed and was effective within the State of Colorado on February 7, 2008, and was effective within the State of New Jersey on February 27, 2008.

The merger agreement (the “Agreement”) stipulated that the companies would merge and the surviving entity would be Temporary Time Capital Corp., Inc.. Temporary Time Capital Corp., Inc. would then change its name to Hybred International, Inc. (the name of the New Jersey entity that merged into the Colorado entity, with the result that one entity with the name of Hybred International, Inc. with the business operations of the original New Jersey entity would be registered to do business in the States of New Jersey and Colorado).

The shareholders of the former Hybred International, Inc. had their shares exchanged 1:1 into the new entity. The shareholders of the former Temporary Time Capital Corp., Inc. retained their holdings 1:1. The authorized number of shares in the new Hybred International, Inc. was increased to 120,000,000 (from 50,000,000) to allow for the distribution to the shareholders of the former Hybred International, Inc.

As part of the Agreement, the Directors and officers of Temporary Time Capital Corp., Inc. resigned and the officers and Directors of the former Hybred International, Inc. are now the officers and Directors of the new Hybred International, Inc.

The former (prior to merger) Hybred International, Inc. has developed and intends to produce and market a revolutionary therapeutic horseshoe, which contains an injection molded urethane composition into the shoe designed to reduce the concussive effect of horses’ hooves on surfaces such as concrete, asphalt and rock hard race tracks, thus reducing the chances of a horse developing a hoof injury, which comprise approximately 90% of all equine injuries.

The new (post merger) Hybred International, Inc. has acquired the business operations of the former Hybred International, Inc. which consists mainly of research and development and resultant intellectual property to manufacture (or caused to be manufactured) the therapeutic horseshoe and industry knowledge associated with the transition of the incoming officers and Directors.

-5-

HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2009

Note 2-

SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

The financial statements of the Corporation were prepared on the accrual basis of accounting, which recognizes income when earned and expenses when incurred.

Cash and Cash Equivalents

For purpose of the statement of cash flows, the Corporation considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Effect of New Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Principles- a Replacement of FASB Statement No. 162 (“SFAS No. 168”). SFAS No. 168 establishes the ASC as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with U.S. GAAP.

Rules and interpretive releases of the SEC under the authority of Federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the ASC carries an equal level of authority.

The ASC supersedes all existing non-SEC accounting and reporting standards. The FASB will not issue new standards in the form of any SFAS, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting Standards Updates (“ASU”) that will serve to update the ASC, provide background information about the guidance and provide the bases for conclusions on the change(s) in the ASC. The adoption of SFAS No. 168 will not have an impact upon the Company’s financial position, results of operations or cash flows.

In May 2009, the FASB issued FSP FAS 165, “Subsequent Events”, which provides authoritative accounting literature related to evaluating subsequent events. FASB FAS 165 is similar to current guidance with some exceptions that are not intended to result in significant change to current practice. FSP FAS165 defines subsequent events and also requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The provisions of FSP FAS165 are effective for interim or annual financial periods ending after June 15, 2009. The Company has adopted the provisions of FSP FAS165 effective as of June 30, 2009 and its adoption did not have a material impact on the Company’s financial position, results of operations, cash flows or its required disclosures in its Form 10-Q. The Company has evaluated subsequent events through October 30, 2009.

-6-

HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2009

Note 2-

SIGNIFICANT ACCOUNTING POLICIES: (continued)

Effect of New Accounting Pronouncements (continued)

In April 2009, the FASB issued FSP FAS No. 107-1 and Accounting Principles Board (“APB”) Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments”, which amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments and requires disclosures about the fair value of financial instruments for interim reporting periods as well as in annual financial statements. FSP FAS No. 107-1 and APB No. 28-1 also amend APB Opinion No. 28, Interim Financial Reporting, to require these disclosures in all interim financial statements. FSP FAS No. 107-1 and APB No. 28-1 are effective for interim reporting periods ending after June 15, 2009. The adoption of FSP FAS No. 107-1 and APB No. 28-1 did not have a material impact on the Company’s financial position, results of operations or cash flows.

Effective April 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No.48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement No. 109”, which clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with FASB Statement No.109, “Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement disclosures of tax positions taken or expected to be taken in an income tax filing. The evaluation of a tax position is a two step process. The first step requires an entity to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. The second step requires an entity to recognize in the financial statements each tax position that meets the more likely than not criteria, measured at the largest amount of benefit that has a greater than fifty percent likelihood of being recognized. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting for interim periods, disclosure and transition.

The Company believes that with its adoption of FIN 48, that the income tax positions taken by it did not have a material effect on the financial statements for the six months ended June 30, 2009.

In December 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which enhances existing guidance for measuring assets and liabilities using fair value. This Standard provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not believe that SFAS No. 157 will have a material impact on its financial statements.

In February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) “The Fair Value Option for Financial Assets and Financial Liabilities”, providing companies with an option to report selected financial assets and liabilities at fair value. The Standard’s objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. It also requires entities to display the fair value of those assets and liabilities for which the Company has chosen to use fair value on the face of the balance sheet. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company does not believe that SFAS No. 159 will have a material impact on its financial statements.

-7-

HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2009

Note 3- GOING CONCERN:

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and negative operating cash flow since inception and future losses are anticipated. The Company’s plan of operations, even if successful, may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon management’s plans to meet its financing requirements and the success of its future operations. The ability of the Company to continue as a going concern is dependent on improving the Company’s profitability and cash flow and securing additional financing. While the Company believes in the viability of its strategy to generate revenues and profitability and in its ability to raise additional funds, and believes that the actions presently being taken by the Company provide the opportunity for it to continue as a going concern, there can be no assurances to that effect. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

Note 4-

FIXED ASSETS:

Fixed assets consist of tools and dies which are recorded at cost. These assets are being depreciated using the straight line method of depreciation over an estimated useful life of seven years. As of June 30, 2009 the Company had acquired tools and dies at a cost of $13,036. The accumulated depreciation recorded on these assets as of June 30, 2009 was $4,935.

Note 5- LOAN PAYABLE:

During 2006, the Company borrowed the sum of $16,000 from an independent third party. The loan is payable on demand and bears interest at the rate of 6.75% per annum. As of June 30, 2009, no principal payments had been made on this loan. The amount of interest accrued on this loan as of June 30, 2009 was $3,540.

During August 2008, the Company borrowed the sum of $4,000 from two individuals on a non-interest bearing basis. The loans are payable upon demand and as of June 30, 2009, they remained unpaid.

-8-

HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2009

Note 6- RELATED PARTY TRANSACTIONS:

Note 7- STOCKHOLDERS’ EQUITY:

Prior to the merger, the Company was authorized to issue 50,000,000 of its common stock. As of June 30, 2008, the Company had 20,390,519 shares of common stock issued and outstanding. On February 7, 2008, the Board of Directors voted to increase the numbers of common stock authorized to120,000,000 shares. As of June 30, 2009 the Company reported 119,815,519 shares of common stock as issued and outstanding.

The Company is also authorized to issue 1,000,000 of its no par preferred stock. As of June 30, 2009, none of these shares were issued and outstanding.

Note 8- STOCK-BASED COMPENSATION:

On November 6, 2007, the Company issued 20,000,000 shares of its common stock to Hoss Capital, LLC in consideration for consulting services rendered to the Company amounting to $20,000. With the issuance of theses shares, Hoss Capital, LLC effectively owned 98.08% of the issued and outstanding common stock of the Company. In January 2008 Hoss Capital sold its 20,000,000 shares in a private transaction to an individual. Concurrent with the merger, as stated in Note 1, this individual surrendered 19,700,000 shares back to the Company in order to facilitate the merger discussed in Note 9.

Note 9- MERGER WITH HYBRED INTERNATIONAL, INC.:

On January 31, 2008, Board of Directors of the Company agreed to merge with Hybred International, Inc. (Hybred), a New Jersey corporation. The effective date of the merger was February 1, 2008. Under the terms of the “Plan of Merger,” Hybred was merged into the Company and Temporary Time Capital Corp. became the surviving entity. The surviving Company then changed its name to Hybred International, Inc. The Board of Directors of the Company voted to increase the number of common shares authorized from 50,000,000 to 120,000,000. Under the terms of the merger agreement the shareholders of Hybred International, Inc. were issued 80,000,000 shares of the Company’s common stock in exchange for their shares of the former Company.

-9-

HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2009

Note 10- STOCK ISSUANCE:

On January 28, 2008 the Company entered into a subscription agreement with AER Investment (AER) whereby AER would purchase 300,000 of the Company’s common stock, par value $.001, for $.30 per share or $90,000. The proceeds of this issuance were used to provide the Company with working capital. Additionally, on April 2008, the Company issued an additional 19,700,000 shares of its common stock in consideration for the cancellation of debt of $20,000 owed to an individual who is a shareholder.

-10-

HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that include, among others, statements of: expectations, anticipations, beliefs, estimations, projections, and other similar matters that are not historical facts, including such matters as: future capital requirements research and development expenditures, repayments of debt, business strategies, and expansion and growth of business operations. These statements are based on certain assumptions and analyses made by our management in light of past experience and perception of: historical trends, current conditions, expected future developments, and other factors that our management believes are appropriate under the circumstances. We caution the reader that these forward-looking statements are subject to risks and uncertainties, including those associated with the financial environment, the regulatory environment, and trend projections, that could cause actual events or results to differ materially from those expressed or implied by the statements. Such risks and uncertainties include those risks and uncertainties identified below.

The Company is engaged in the research and development of therapeutic horseshoes whereby the Company utilizes urethane compound which is bonded to an aluminum horseshoe using a proprietary method. The Hybred Horseshoe’s design features contain side clips which act to further secure the shoe to the hoof, nail holes with a recess in the shoe, thus making it easier to remove the shoe at any time and a toe plate for longer wear. The shoe’s compatible design features allow the farrier to use traditional shoeing methods. The Hybred Horseshoe is expected to retail between $22 and $25 per pair.

The Company had filed for a provisional patent for the Hybred Horseshoe in 2007. The Company has expended approximately 1,000 hours researching and developing the Hybred Horseshoe. No known governmental approval is expected for the Hybred Horseshoe and no known governmental regulation is expected to impact the Hybred Horseshoe at this time.

The Company currently has no employees.

Revenues

We have not generated revenue as of the date hereof.

Operating Expenses

Our operating expenses for the six months ended June 30, 2009 and the six months ended June 30, 2008 were $4,032 and $87,341, respectively. The $83,309 decrease in operating expense when comparing the six months ended June 30, 2008 was primarily due to the Company not having sufficient working capital and curtailing operating expenses.

Net Loss

Net loss for the six months ended June 30, 2009 and the six months ended June 30, 2008 was $4,774 and $88,024, respectively. The decrease in our net loss for the respective periods is primarily attributable to the factors set forth under Operating Expenses above.

-11-

HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

As of June 30, 2009 we had total assets of $8,101 as compared to total assets of $9,033 as of December 31, 2008. The reason for this decrease in our assets is directly attributable to additional depreciation being reported.

Current liabilities as of June 30, 2009 were $68,481 as compared to $64,639 as of December 31, 2008. Our accounts payable and loans payable were $51,080 and $49,080 respectively.

We use available finances to fund ongoing operations. Funds will be used for general and administrative expenses. We do not have sufficient funds available to meet our current liabilities. Unless we secure additional financing, it is unlikely that we will be able to continue our current operations.

Going concern

As reflected in the accompanying financial statements, the Company has current liabilities that exceed its current assets resulting in a working capital deficit. Management is presently seeking to raise permanent equity capital in the capital markets to eliminate negative working capital. Failure to raise equity capital or secure some other form of long-term debt arrangement will cause the Company to further increase its negative working capital deficit and could result in the operating expenses and generate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

Smaller reporting companies are not required to provide the information required by item 305.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended the “Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Chief Executive Officer, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company carried out an evaluation under the supervision of the Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2009, the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2009.

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HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 4. Controls and Procedures (continued)

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2009 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to, or the subject of any material pending legal proceedings.

Item 1A. Risk Factors

The company is a Smaller Reporting Company. A Smaller Reporting Company is not required to provide the risk factor disclosure required by this form.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On March 25, 2005, the Company issued a note payable to its registered Agent in the amount of $15,000 for services rendered upon reincorporation of the Company. The note is payable on demand and bears interest at the rate of 10% per annum. The amount accrued on this note as of December 31, 2007 was $4,125. On January 16, 2008, the Agent assigned the note to seven different parties. On February 12, 2008, those seven parties converted their portions of the original note into a 19,125,000 shares of the Company’s common stock.

On November 6, 2007 the Company issued 20,000,000 shares of its common stock to Hoss Capital, LLC in consideration for consulting services rendered to the Company amounting to $20,000. With the issuance of these shares, Hoss Capital, LLC effectively owned 98.08% of the issued and outstanding common stock of the Company. In January 2008 Hoss Capital sold its 20,000,000 in a private transaction to an individual. Concurrent with the merger, this individual surrendered 19,700,000 of these shared back to the Company in order to facilitate the merger discussed in Note 10 to the financial statements.

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HYBRED INTERNATIONAL, INC.

(A Developmental Stage Company)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (continued)

On April 2008, the Company issued an additional 19,700,000 shares of its common stock in consideration for the cancellation of debt of $20,000 owed to an individual who is a shareholder.

The offering and sales above were deemed to be exempt under Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors or a limited number of unaccredited investors, business associates of the Company or executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, the Company has made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment.

Item 3. Default upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. (a) Exhibits and Reports on Form 8-K

Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes Oxley Act

Exhibit 32.1 Certification Pursuant to Section 906 of the Sarbanes Oxley Act

(b) Reports on Form 8-K during Quarter

None

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has duly caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	HYBRED INTERNATIONAL, INC.
	(Registrant)



January 19, 2010


	Gary Kouletas
	President (Principal Executive Officer)

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ALL GRADE MINING, INC. - FORM 10-Q/A - January 19, 2010

Attached files

ALL GRADE MINING, INC. Reports