As filed with the Securities and Exchange Commission on December 4, 2001
Registration No. 333-72044
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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
to be Registered Offering Offering Fee
Registered (1) Price Per Price
Share (2)
Common 1,000,000 $0.16 $160,000 $40.00
Stock Shares
(1) Represents additional shares of Hydro Environmental
Resources, Inc. common stock issuable under the registrant's
Consulting and Legal Services Plan (the "Plan").
(2) 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. The Offering
Price is estimated as the average of the bid and asked prices on
December 3, 2001.
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT BY REFERENCE
The contents of the registrant's Registration Statement on Form S-8,
Registration No. 333-72044, previously filed with the Securities and
Exchange Commission on October 22, 2001, is hereby incorporated by
reference.
The registrant has previously registered an aggregate 2,000,000
shares of its Common Stock, $.001 par value, issuable under the
Plan. This registration statement is being filed pursuant to
General Instruction E to Form S-8 to register additional shares
for an aggregate of 3,000,000 shares issuable under the Plan.
PART II
Information Required in the Registration Statement
Item 8. Exhibits.
Exhibit
Number Description
------- -----------
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.)
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 December 4, 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, December 4, 2001
Jack H. Wynn Secretary,
Treasurer and
Director
/s/ Drew Sakson Director December 4, 2001
Drew Sakson
/s/ David A. Youngblood Director December 4, 2001
David A. Youngblood
PART III
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
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.)