UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933



               Hydro Environmental Resources, Inc.
     (Exact name of registrant as specified in its charter)

      Nevada                                                73-1552304
 (State of Incorporation)                            (I.R.S. Employer ID No.)


5725 S. Valley View Blvd., Suite 3, Las Vegas, Nevada
                                                                    89118
(Address of Principal Executive Offices)                          (Zip Code)


                Consulting and Legal Services Plan
                     (Full title of the Plan)

                     Chapman & Flanagan, Ltd.
                  777 N. Rainbow Blvd., Suite 390
                       Las Vegas, NV   89107
              (Name and address of agent for service)


                         (702) 650-5660
  (Telephone number, including area code, of agent for service)



                    Calculation of Registration Fee


 Title of       Amount to     Proposed      Proposed      Amount of
Securities          be        Maximum      Aggregate    Registration Fee
   to be        Registered    Offering      Offering
Registered                    Price Per      Price
                              Share (1)

  Common    1,050,000 Shares    $0.20        $210,000        $52.50
   Stock

(1)  The Offering Price is used solely for purposes of estimating
the   registration  fee  pursuant  to  Rules  457(c)  and  457(h)
promulgated pursuant to the Securities Act of 1933.

                             PART I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering the following shares of its common stock
to the following individuals for their legal and consulting
services performed on the Company's behalf. The issuance of these
shares are being made pursuant to a Consulting and Legal Services
Plan (the "Plan") adopted by the Board of Directors on September
10, 2001. The Board has equated these number of shares to the
value of the legal services provided by these individuals. The
shares issued hereunder will not be subject to any resale
restrictions. The Plan is not qualified under ERISA. The
following individuals will receive the number of shares listed
next to their names:

         Frederic Strader        300,000 shares for consulting services


         Serina Choi             300,000 shares for consulting services


         Amelia Davin            300,000 share  for consulting services


         Mark S. Maleski         100,000 shares for consulting services


         Daniel G. Chapman        25,000 shares for legal services


         Sean P. Flanagan         25,000 shares for legal services

Item 2. Registrant Information and Employee Plan Annual Information

The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.

                             PART II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form S-8,
and the Company's Annual Report on Form 10-KSB for the period
ended December 31, 2001, the Company's Quarterly Report on Form
10-QSB for the period ended March 31, 2001, and the Company's
Quarterly Report on Form 10-QSB for the period ended June 30,
2001. All documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this
Registration Statement and prior to the termination of the
offering 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 Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.  The Company will provide without charge
to each person to whom a copy of this Registration Statement is
delivered, on the written or oral request of such person, a copy
of any or all of the documents referred to above which have been
or may be incorporated by reference into this Registration
Statement, other than certain exhibits to such documents.
Requests for such copies shall be directed to Shareholder
Relations, Hydro Environmental Resources, Inc., 5725 S. Valley
View Blvd., Suite 3, Las Vegas, Nevada, telephone (702) 597-9070.

Item 4. Description of Securities.

Not applicable

Item 5. Interest of Named Experts and Counsel.

The shares being registered herein are being issued to the
Registrant's attorneys for services provided to the Registrant.
Neither the Registrant's Accountants nor any other experts named
in the registration statement has any equity or other interest in
the Registrant.

Item 6. Indemnification of Directors and Officers.

The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.

The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.


Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number   Description

   4.1           The Company's Articles of Incorporation, which define the
                 rights of holders of the equity securities being registered.
                 (Incorporated by reference to Exhibit 3.1 of the Company's
                 quarterly report on Form 10-QSB filed on August 20, 2001.)

   4.2           The Company's By-Laws, which define the rights of holders of
                 the equity securities being registered.  (Incorporated by
                 reference to Exhibit 3.2 of the Company's quarterly report on
                 Form 10-QSB filed on August 20,2001.)

   4.3           Articles of Merger (Nevada).  (Incorporated by reference to
                 Exhibit 3.3 of the Company's quarterly report on Form 10-QSB
                 filed on August 20, 2001.)

   4.4           Certificate of Merger (Oklahoma).  (Incorporated by
                 reference to Exhibit 3.4 of the Company's quarterly report on
                 Form 10-QSB filed on August 20, 2001.)

   5.1           Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed herewith)

   23.1          Consent of Cordovano and Harvey, P.C., Certified Public
                 Accountants.  (Filed herewith.)

   23.2          Consent of Counsel.  (Included in Exhibit 5.1.)

Item 9. Undertaking.

The registrant makes the following undertakings

     a) 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;

          ii)    to reflect any facts or events which, individually
                 or together, represent a fundamental change in the
                 information in the 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;

       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.

     b) The undersigned registrant hereby undertakes 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 section 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.

     c) 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 Act and is
        therefore, unenforceable. In the event that
        indemnification is permitted to directors, officers and
        controlling personas 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 Act and is, therefore,
        unenforceable. In the event that a claim for
        indemnification against such liabilities (other than the
        payment by the registrant of the 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 of
        such corporation it is the opinion of the SEC that any
        such indemnification is against public policy.

                           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 of 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 authorize, in the City
of Las Vegas, Nevada, on September 10, 2001.

(Registrant) Hydro Environmental Resources, Inc.

     By (Signature and Title) /s/ Jack H. Wynn
                              Jack H. Wynn, President and Director

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 date indicated.

Signature                  Title                       Date

/s/ Jack H. Wynn           President,Secretary         September 10, 2001
Jack H. Wynn               Treasurer and Director



/s/ Drew Sakson            Director                    September 10, 2001
Drew Sakson


/s/ David A. Youngblood    Director                    September 10, 2001
David A. Youngblood



                            PART III

                        INDEX TO EXHIBITS



Exhibit Number Description

   4.1         The Company's Articles of Incorporation, which
               define the rights of holders of the equity
               securities being registered. (Incorporated by
               reference to Exhibit 3.1 of the Company's
               quarterly report on Form 10-QSB filed on August
               20, 2001.)

   4.2         The Company's By-Laws, which define the rights of
               holders of the equity securities being registered.
               (Incorporated by reference to Exhibit 3.2 of the
               Company's quarterly report on Form 10-QSB filed on
               August 20, 2001.)

   4.3         Articles of Merger (Nevada).  (Incorporated by
               reference to Exhibit 3.3 of the Company's
               quarterly report on Form 10-QSB filed on August
               20, 2001.)

   4.4         Certificate of Merger (Oklahoma).  (Incorporated
               by reference to Exhibit 3.4 of the Company's
               quarterly report on Form 10-QSB filed on August
               20, 2001.)

   5.1         Opinion of Counsel, Chapman & Flanagan, Ltd.
               (Filed herewith.)

   23.1        Consent of Cordovano and Harvey, P.C., Certified
               Public Accountants.  (Filed herewith.)

   23.2        Consent of Counsel.  (Included in Exhibit 5.1.)
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UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

               Hydro Environmental Resources, Inc.
     (Exact name of registrant as specified in its charter)

      Nevada                                                73-1552304
 (State of Incorporation)                            (I.R.S. Employer ID No.)

5725 S. Valley View Blvd., Suite 3, Las Vegas, Nevada
                                                                    89118
(Address of Principal Executive Offices)                          (Zip Code)

                Consulting and Legal Services Plan
                     (Full title of the Plan)

                     Chapman & Flanagan, Ltd.
                  777 N. Rainbow Blvd., Suite 390
                       Las Vegas, NV   89107
              (Name and address of agent for service)

                         (702) 650-5660
  (Telephone number, including area code, of agent for service)

                    Calculation of Registration Fee

 Title of       Amount to     Proposed      Proposed      Amount of
Securities          be        Maximum      Aggregate    Registration Fee
   to be        Registered    Offering      Offering
Registered                    Price Per      Price
                              Share (1)

  Common    1,050,000 Shares    $0.20        $210,000        $52.50
   Stock

(1)  The Offering Price is used solely for purposes of estimating
the   registration  fee  pursuant  to  Rules  457(c)  and  457(h)
promulgated pursuant to the Securities Act of 1933.

                             PART I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering the following shares of its common stock
to the following individuals for their legal and consulting
services performed on the Company's behalf. The issuance of these
shares are being made pursuant to a Consulting and Legal Services
Plan (the "Plan") adopted by the Board of Directors on September
10, 2001. The Board has equated these number of shares to the
value of the legal services provided by these individuals. The
shares issued hereunder will not be subject to any resale
restrictions. The Plan is not qualified under ERISA. The
following individuals will receive the number of shares listed
next to their names:

         Frederic Strader        300,000 shares for consulting services

         Serina Choi             300,000 shares for consulting services

         Amelia Davin            300,000 share  for consulting services

         Mark S. Maleski         100,000 shares for consulting services

         Daniel G. Chapman        25,000 shares for legal services

         Sean P. Flanagan         25,000 shares for legal services

Item 2. Registrant Information and Employee Plan Annual Information

The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.

                             PART II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form S-8,
and the Company's Annual Report on Form 10-KSB for the period
ended December 31, 2001, the Company's Quarterly Report on Form
10-QSB for the period ended March 31, 2001, and the Company's
Quarterly Report on Form 10-QSB for the period ended June 30,
2001. All documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this
Registration Statement and prior to the termination of the
offering 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 Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.  The Company will provide without charge
to each person to whom a copy of this Registration Statement is
delivered, on the written or oral request of such person, a copy
of any or all of the documents referred to above which have been
or may be incorporated by reference into this Registration
Statement, other than certain exhibits to such documents.
Requests for such copies shall be directed to Shareholder
Relations, Hydro Environmental Resources, Inc., 5725 S. Valley
View Blvd., Suite 3, Las Vegas, Nevada, telephone (702) 597-9070.

Item 4. Description of Securities.

Not applicable

Item 5. Interest of Named Experts and Counsel.

The shares being registered herein are being issued to the
Registrant's attorneys for services provided to the Registrant.
Neither the Registrant's Accountants nor any other experts named
in the registration statement has any equity or other interest in
the Registrant.

Item 6. Indemnification of Directors and Officers.

The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.

The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number   Description

   4.1           The Company's Articles of Incorporation, which define the
                 rights of holders of the equity securities being registered.
                 (Incorporated by reference to Exhibit 3.1 of the Company's
                 quarterly report on Form 10-QSB filed on August 20, 2001.)

   4.2           The Company's By-Laws, which define the rights of holders of
                 the equity securities being registered.  (Incorporated by
                 reference to Exhibit 3.2 of the Company's quarterly report on
                 Form 10-QSB filed on August 20,2001.)

   4.3           Articles of Merger (Nevada).  (Incorporated by reference to
                 Exhibit 3.3 of the Company's quarterly report on Form 10-QSB
                 filed on August 20, 2001.)

   4.4           Certificate of Merger (Oklahoma).  (Incorporated by
                 reference to Exhibit 3.4 of the Company's quarterly report on
                 Form 10-QSB filed on August 20, 2001.)

   5.1           Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed herewith)

   23.1          Consent of Cordovano and Harvey, P.C., Certified Public
                 Accountants.  (Filed herewith.)

   23.2          Consent of Counsel.  (Included in Exhibit 5.1.)

Item 9. Undertaking.

The registrant makes the following undertakings

     a) 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;

          ii)    to reflect any facts or events which, individually
                 or together, represent a fundamental change in the
                 information in the 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;

       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.

     b) The undersigned registrant hereby undertakes 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 section 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.

     c) 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 Act and is
        therefore, unenforceable. In the event that
        indemnification is permitted to directors, officers and
        controlling personas 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 Act and is, therefore,
        unenforceable. In the event that a claim for
        indemnification against such liabilities (other than the
        payment by the registrant of the 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 of
        such corporation it is the opinion of the SEC that any
        such indemnification is against public policy.

                           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 of 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 authorize, in the City
of Las Vegas, Nevada, on September 10, 2001.

(Registrant) Hydro Environmental Resources, Inc.

     By (Signature and Title) /s/ Jack H. Wynn
                              Jack H. Wynn, President and Director

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 date indicated.

Signature                  Title                       Date

/s/ Jack H. Wynn           President,Secretary         September 10, 2001
Jack H. Wynn               Treasurer and Director

/s/ Drew Sakson            Director                    September 10, 2001
Drew Sakson

/s/ David A. Youngblood    Director                    September 10, 2001
David A. Youngblood

                            PART III

                        INDEX TO EXHIBITS

Exhibit Number Description

   4.1         The Company's Articles of Incorporation, which
               define the rights of holders of the equity
               securities being registered. (Incorporated by
               reference to Exhibit 3.1 of the Company's
               quarterly report on Form 10-QSB filed on August
               20, 2001.)

   4.2         The Company's By-Laws, which define the rights of
               holders of the equity securities being registered.
               (Incorporated by reference to Exhibit 3.2 of the
               Company's quarterly report on Form 10-QSB filed on
               August 20, 2001.)

   4.3         Articles of Merger (Nevada).  (Incorporated by
               reference to Exhibit 3.3 of the Company's
               quarterly report on Form 10-QSB filed on August
               20, 2001.)

   4.4         Certificate of Merger (Oklahoma).  (Incorporated
               by reference to Exhibit 3.4 of the Company's
               quarterly report on Form 10-QSB filed on August
               20, 2001.)

   5.1         Opinion of Counsel, Chapman & Flanagan, Ltd.
               (Filed herewith.)

   23.1        Consent of Cordovano and Harvey, P.C., Certified
               Public Accountants.  (Filed herewith.)

   23.2        Consent of Counsel.  (Included in Exhibit 5.1.)