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)


                       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
   to be      Registered    Offering     Offering       Fee
Registered                 Price Per      Price
                           Share (1)

  Common       200,000       $0.25       $50,000       $12.50
   Stock        Shares

(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 Legal Services  Plan  (the
"Plan") adopted by the Board of Directors on August 24, 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:

         Daniel G. Chapman       92,500 shares for legal services

         Sean P. Flanagan        92,500 shares for legal services

         Sandy Maini             5,000 shares for legal services

         Deborah Talbert         10,000 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:

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 August 24, 2001.

(Registrant) Hydro Environmental Resources, Inc.

     By (Signature and Title) /a/ 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,            August 24, 2001
Jack H. Wynn                 Secretary/Treasurer
                             and Director

/s/ Drew Sakson              Director              August 24, 2001
Drew Sakson


/s/ David A. Youngblood     Director               August 24, 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.)
[{"type": "S-8", "sequence": "1", "filename": "hyvrs8lg.txt", "secsgml_size_bytes": 15784}]
{"company-data": {"conformed-name": "HYDRO ENVIRONMENTAL RESOURCES INC", "cik": "0001081260", "assigned-sic": "2810", "irs-number": "731552304", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68606", "film-number": "1726998"}, "business-address": {"street1": "8908 SOUTH YALE AVE #409", "city": "TULSA", "state": "OK", "zip": "74137", "phone": "9184810167"}, "mail-address": {"street1": "8908 S YALE AVE #409", "city": "TULSA", "state": "OK", "zip": "74137"}}
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)

                       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
   to be      Registered    Offering     Offering       Fee
Registered                 Price Per      Price
                           Share (1)

  Common       200,000       $0.25       $50,000       $12.50
   Stock        Shares

(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 Legal Services  Plan  (the
"Plan") adopted by the Board of Directors on August 24, 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:

         Daniel G. Chapman       92,500 shares for legal services

         Sean P. Flanagan        92,500 shares for legal services

         Sandy Maini             5,000 shares for legal services

         Deborah Talbert         10,000 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:

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 August 24, 2001.

(Registrant) Hydro Environmental Resources, Inc.

     By (Signature and Title) /a/ 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,            August 24, 2001
Jack H. Wynn                 Secretary/Treasurer
                             and Director

/s/ Drew Sakson              Director              August 24, 2001
Drew Sakson

/s/ David A. Youngblood     Director               August 24, 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.)