UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For Quarter Ended: June 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from: ______________ to ______________
Commission File Number: 000-27825
HYDRO ENVIRONMENTAL RESOURCES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 73-1552304
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2903 NE 109th Avenue, Suite D, Vancouver, WA 98682-7273
- -------------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(360) 883-5949
----------------------------------------------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report.)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Common 54,804,540
------ ----------
Class Number of shares outstanding at June 30, 2003
1
This document is comprised of 14 pages.
FORM 10-QSB
2ND QUARTER
INDEX
PART I - FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements
Condensed balance sheet - March 31, 2003 (unaudited)......................... 3
Condensed statements of operations - Three months ended
March 31, 2003 (unaudited) and 2002 (unaudited), and
November 10, 1998 (inception) through March 31, 2003 (unaudited)........ 4
Condensed statements of cash flows - Three months ended March 31, 2003
(unaudited) and 2002 (unaudited), and November 10, 1998 (inception)
through March 31, 2003 (unaudited)...................................... 5
Notes to condensed financial statements (unaudited).......................... 6
Item 2. Plan of operation................................................... 9
Item 3. Controls and procedures............................................ 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................... 10
Item 2. Changes In Securities........................................... 10
Item 3. Defaults Upon Senior Securities................................. 11
Item 4. Submission of Matters To A Vote of Security Holders............. 11
Item 5. Other Information............................................... 11
Item 6. Exhibits and Reports on Form 8-K................................ 11
Signatures.................................................................. 12
Certifications.............................................................. 13
2
JUNE 30, 2003
Assets
Current Assets:
Cash...............................................................22,123
---------
Total current assets.................................22,123
Property and equipment, net............................................25,243
Patent rights and interests, net........................................3,000
---------
50,366
=========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities..........................138,979
Due to former officer (Note 2)....................................232,569
Notes payable, convertible to common stock (Note 4)................25,000
Accrued interest on notes payable (Note 4)..........................4,750
Loan payable, convertible to common stock..........................75,000
---------
Total current liabilities...........................476,298
---------
Shareholders' deficit (Note 5):
Preferred stock.......................................................--
Common stock.......................................................54,805
Additional paid-in capital......................................2,793,219
Deficit accumulated during development stage...................(3,273,956)
---------
Total shareholders' deficit........................(425,932)
----------
50,366
==========
3
NOVEMBER 10,
1998
(INCEPTION)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED THROUGH
JUNE 30, JUNE 30, JUNE 30,
------------------------------ -----------------------------
2003 2002 2003 2002 2003
-------------- -------------- ------------- ------------- -------------
Operating expenses:
Research and development............... $.......2,470. $.........-- ..$......2,470. ..$........-- ..$.....116,666
General and administrative:
Stock-based compensation:
Consulting services (Note 5):
Officers and directors.......... .......24,750. ........87,000. ........24,750. ........87,000. ..........137,250
Shareholders.................... ..........-- ...........-- ...........-- ......141,067. ..........178,567
Other........................... ........2,070. ........90,700. ........43,670. .......170,883. ........1,427,566
Legal services..................... ..........-- ........14,000. ...........-- .......57,000. ..........235,000
Other.............................. ........6,000. ...........-- .........6,000. ...........-- ...........45,300
Related parties...................... ..........-- .........1,500. ...........-- ........3,000. ...........37,000
Compensation......................... .......45,594. .........7,300. ........80,126. .........7,300. ..........276,409
Professional and consulting services. ........8,090. .........5,115. ........12,240. ........42,456. ..........447,853
Other................................ .......42,394. .........5,930. ........67,342. ........24,630. ..........602,354
-------------- -------------- ------------- ------------- -------------
Total operating expenses..........131,368. .......211,545. .......236,598. .......533,336. ........3,503,965
-------------- -------------- ------------- ------------- -------------
Loss from operations...............(131,368).......(211,545).......(236,598).......(533,336)......(3,503,965)
Non-operating income:
Gain on debt settlements..........................-- ...........-- ...........-- ........43,363. .......309,004
Other.............................................-- ...........-- ...........-- ...........300. .........1,300
Interest expense:
Related parties (Note 2).........................(2,915).........(2,982).........(5,830).........(5,830) .......(38,232)
Amortization of debt issue costs..................-- ...........-- ...........-- ...........-- .......(26,250)
Other..............................................(500)...........(500).........(1,000).........(1,000) .......(15,813)
-------------- -------------- ------------- ------------- --------------
Loss before income taxes...........(134,783).......(215,027).......(243,428).......(496,503) ....(3,273,956)
Income tax provision (Note 3).........................-- ...........-- ...........-- ...........-- ..............
-------------- -------------- ------------- ------------- ---------------
Net loss....................$......(134,783)$......(215,027).$.....(243,428).$.....(496,503).$ ...(3,273,956)
============== ============== ============= ============= ===============
Basic and diluted loss per share............$.........(0.00)$.........(0.01)..........(0.00).$........(0.02)
============== ============== ============= =============
Basic and diluted weighted average
common shares outstanding.................. 53,261,488. ....26,750,207. ....49,955,396. ....20,129,177. .
============== ============== ============= =============
4
NOVEMBER 10,
1998
(INCEPTION)
FOR THE SIX MONTHS ENDED THROUGH
JUNE 30, JUNE 30,
------------------------------------
2003 2002 2003
----------------- ----------------- ------------------
Net cash used in
operating activities..........$..........(185,142) $........(43,048) $......(1,313,618)
----------------- ----------------- ------------------
Cash flows from investing activities:
Purchases of equipment.........................................(14,555).............-- ........(32,320)
----------------- ----------------- ------------------
Net cash used in
financing activities......................(14,555).............-- .........(32,320)
----------------- ----------------- ------------------
Cash flows from financing activities:
Capital contributions from the president.........................-- ..............-- .............4,910.
Proceeds from advances from the Company's
president.....................................................-- ............4,500. ...........238,178. .
Repayment of advances from the president (Note 2)................-- ..............-- .............(23,099)
Proceeds from advances from the Company's
shareholders..................................................-- ...........68,510. ...........568,967. .
Repayment of advances from shareholders (Note 2).................-- ...........(260,300)...........(296,076)
Proceeds from notes and loans convertible
to common stock...............................................-- ..........150,000. ...........283,000. .
Repayment of convertible notes and loans.........................-- ...........(150,000)...........(150,000)
Proceeds from sale of common stock (Note 5)..................187,000. ..........262,400. ...........743,106. ..
Payment of offering costs........................................-- ..............-- ..............(1,925)
----------------- ----------------- ------------------
Net cash provided by
financing activities....................187,000. ...........75,110. .........1,367,061. ..
----------------- ----------------- ------------------
Net change in cash........................(12,697)..........32,062. ............21,123. ..
Cash, beginning of period.........................................34,820. ..............311. ...............-- .
----------------- ----------------- ------------------
Cash, end of period....................................$..........22,123. .$.........32,373. .$..........21,123. ..
================= ================= ==================
Supplemental disclosure of cash flow information:
Income taxes.......................................$.............-- .$............-- .$.............--
================= ================= ==================
Interest...........................................$.............-- .$............-- .$.............--
================= ================= ==================
Non-cash financing activities:
Common stock issued in exchange for patent
interests and rights............................$.............-- .$............-- .$...........(15,000)
================= ================= ==================
5
HYDRO ENVIRONMENTAL RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: BASIS OF PRESENTATION
The financial statements presented herein have been prepared by the
Company in accordance with the accounting policies in its annual 10-KSB
report dated December 31, 2002 and should be read in conjunction with
the notes thereto.
In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) which are necessary to provide a fair
presentation of operating results for the interim period presented have
been made. The results of operations for the three and six months ended
June 30, 2003 are not necessarily indicative of the results to be
expected for the year.
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The
Company is in the development stage in accordance with Statement of
Financial Accounting Standard ("SFAS") No. 7. As shown in the
accompanying financial statements, the Company has no revenues, a
limited history of operations, and significant losses since inception.
These factors, among others, may indicate that the Company will be
unable to continue as a going concern for reasonable period of time.
The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.
The Company's continuation as a going concern is dependent upon its
ability to generate sufficient cash flow to meet its obligations on a
timely basis and ultimately to attain profitability. The Company's
management intends to seek additional funding through future equity
offerings and debt financings to help fund the Company's operation.
Inherent in the Company's business are various risks and uncertainties,
including its limited operating history and historical operating
losses. The Company's future success will be dependent upon its ability
to create and provide effective and competitive services on a timely
and cost-effective basis.
Interim financial data presented herein are unaudited.
NOTE 2: RELATED PARTY TRANSACTIONS
During May 2003, the Company issued 825,000 shares of its common stock
to officers as payment for salaries. The market value of the common
stock on the transaction date was $.03 per share. The stock issuances
are recognized in the accompanying financial statements as stock-based
compensation expense at a value of $24,750.
In prior years, a former officer loaned the Company $217,436 for
working capital. The loans bear interest at six percent and are due on
demand. As of June 30, 2003, the Company had repaid $23,099. As of June
30, 2003, accrued interest payable on the advances totaled $38,232. The
$232,569 balance of outstanding advances and accrued interest is
included in the accompanying financial statements as due to former
officer.
NOTE 3: INTANGIBLE ASSETS
Intangible assets consist of patent rights acquired from a related
party. The rights are being amortized at the rate of $250 per month (60
months):
[OBJECT OMITTED]
6
HYDRO ENVIRONMENTAL RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4: NOTES PAYABLE
During the year ended December 31, 2001, the Company received $25,000
in exchange for convertible promissory notes and 125,000 shares of the
Company's $.001 par value common stock. Interest expense of $1,000 was
recognized in the accompanying condensed financial statements for the
six months ended June 30, 2003. Accrued interest payable on the notes
totaled $4,750 as of June 30, 2003.
The notes were in default as of June 30, 2003.
NOTE 5: COMMON STOCK
During January 2003, the Company issued 520,000 shares of its common
stock to unrelated third parties in exchange for public relations and
business planning services. The market value of the common stock on the
transaction date was $.08 per share. Stock-based compensation expense
of $41,600 was recognized in the accompanying financial statements for
the three months ended March 31, 2003.
On January 17, 2003, the Company sold 285,715 shares of its common
stock for $10,000 ($.035 per share).
On January 30, 2003, the Company sold 500,000 shares of its common
stock for $20,000 ($.04 per share).
On February 21, 2003, the Company sold 395,358 shares of its common
stock for $15,000 ($.04 per share).
On March 18, 2003, the Company sold 125,000 shares of its common stock
for $5,000 ($.04 per share).
On March 31, 2003, the Company sold 333,333 shares of its common stock
for $10,000 ($.03 per share).
On April 15, 2003, the Company sold 2,000,000 shares of its common
stock for $50,000 ($.025 per share).
On April 23, 2003, the Company sold 666,664 shares of its common stock
for $20,000 ($.03 per share).
On April 30, 2003, the Company sold 333,333 shares of its common stock
for $10,000 ($.03 per share).
During April 2003, the Company issued 219,000 shares of its common
stock to unrelated third parties in exchange for public relations and
other consulting services. The market value of the common stock on the
transaction date was $.03 per share. Stock-based compensation expense
of $6,570 was recognized in the accompanying financial statements for
the three and six months ended June 30, 2003.
On May 28, 2003, the Company sold 500,000 shares of its common stock
for $15,000 ($.03 per share).
During May 2003, the Company issued 25,000 shares of its common stock
to an unrelated third party in exchange for consulting services. The
market value of the common stock on the transaction date was $.03 per
share. Stock-based compensation expense of $750 was recognized in the
accompanying financial statements for the three and six months ended
June 30, 2003.
On June 6, 2003, the Company sold 799,997 shares of its common stock
for $23,500 ($.03 per share).
On June 30, 2003, the Company sold 283,332 shares of its common stock
for $8,500 ($.03 per share).
7
HYDRO ENVIRONMENTAL RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
During June 2003, the Company issued 25,000 shares of its common stock
to an unrelated third party in exchange for consulting services. The
market value of the common stock on the transaction date was $.03 per
share. Stock-based compensation expense of $750 was recognized in the
accompanying financial statements for the three and six months ended
June 30, 2003.
Following is a statement of changes in shareholders' deficit for the
six months ended June 30, 2003:
[OBJECT OMITTED]
NOTE 6: INCOME TAXES
The Company records its income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". The Company incurred net operating
losses during all periods presented, resulting in a deferred tax asset,
which was fully allowed for; therefore, the net benefit and expense
result in $-0- income taxes.
8
PART 1. FINANCIAL INFORMATION
ITEM 2. PLAN OF OPERATION
HYDRO ENVIRONMENTAL RESOURCES, INC.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of
federal securities laws. These statements plan for or anticipate the
future. Forward-looking statements include statements about our future
business plans and strategies, statements about our need for working
capital, future revenues, results of operations and most other
statements that are not historical in nature. In this Report,
forward-looking statements are generally identified by the words
"intend", "plan", "believe", "expect", "estimate", "could", "may",
"will" and the like. Investors are cautioned not to put undue reliance
on forward-looking statements. Except as otherwise required by
applicable securities statues or regulations, the Company disclaims any
intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or
otherwise. Because forward-looking statements involve future risks and
uncertainties, these are factors that could cause actual results to
differ materially from those expressed or implied.
We plan to satisfy our cash requirements, over the next twelve months,
through cash infusions from our officers and principal shareholders, in
exchange for restricted stock. However, we will need to raise
additional capital in the next twelve months. Our management is
considering the following options:
(a) a private offering and sale of our common stock;
(b) a public offering and sale of our common stock;
(c) a combination of private and public sale of our common stock;
(d) debt financings from officers, shareholders and unrelated third
parties.
As of June 30, 2003, all cash infusions from the former president and
other related parties have been classified as liabilities in the
accompanying condensed balance sheet.
A summary of our product research and development for the term of the
plan is as follows:
We have performed research on the recovery and reconstruction of
compounds used by the ECHFR to produce hydrogen. It is estimated that
over 40 percent of these patented-formula compounds can be reused,
possibly lowering the cost of production by as much as 25 percent. In
addition, there are several potentially profitable by-products created
by the ECHFR that we could market worldwide, such as:
(a) An on-site power plant could possibly be designed for particular
needs where electricity and/or gas are necessary to process cooking
oil; and
(b) In the treatment of wastewater at abandoned mine sites and other
wastewater dumps or quarries, the ECHFR could possibly operate the
process by creating power from the actual wastewater to be treated
Subject to the implementation and success of one or more of the
financing options discussed above, we plan to expand our capabilities
to include commencing production during 2002. Once we have commenced
production, we plan to hire two to three additional technical
personnel.
9
PART 1. FINANCIAL INFORMATION
ITEM 3. CONTROLS AND PROCEDURES
HYDRO ENVIRONMENTAL RESOURCES, INC.
(a) Evaluation of disclosure controls and procedures
------------------------------------------------
We maintain controls and procedures designed to ensure that information
required to be disclosed in the reports that we file or submit under
the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. Based upon their evaluation
of those controls and procedures performed within 90 days of the filing
date of this report, our chief executive officer and the principal
financial officer concluded that our disclosure controls and procedures
were adequate.
(b) Changes in internal controls
----------------------------
There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to
the date of the evaluation of those controls by the chief executive
officer and principal financial officer.
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
No response required.
ITEM 2 - CHANGES IN SECURITIES
On April 15, 2003, the Company sold 2,000,000 shares of its common
stock for $50,000 ($.025 per share).
On April 23, 2003, the Company sold 666,664 shares of its common stock
for $20,000 ($.03 per share).
On April 30, 2003, the Company sold 333,333 shares of its common stock
for $10,000 ($.03 per share).
During April 2003, the Company issued 219,000 shares of its common
stock to unrelated third parties in exchange for public relations and
other consulting services. The market value of the common stock on the
transaction date was $.03 per share. Stock-based compensation expense
of $6,570 was recognized in the accompanying financial statements for
the three and six months ended June 30, 2003.
On May 28, 2003, the Company sold 500,000 shares of its common stock
for $15,000 ($.03 per share).
During May 2003, the Company issued 25,000 shares of its common stock
to an unrelated third party in exchange for consulting services. The
market value of the common stock on the transaction date was $.03 per
share. Stock-based compensation expense of $750 was recognized in the
accompanying financial statements for the three and six months ended
June 30, 2003.
On June 6, 2003, the Company sold 799,997 shares of its common stock
for $23,500 ($.03 per share).
On June 30, 2003, the Company sold 283,332 shares of its common stock
for $8,500 ($.03 per share).
10
PART II. OTHER INFORMATION
HYDRO ENVIRONMENTAL RESOURCES, INC.
During June 2003, the Company issued 25,000 shares of its common stock
to an unrelated third party in exchange for consulting services. The
market value of the common stock on the transaction date was $.03 per
share. Stock-based compensation expense of $750 was recognized in the
accompanying financial statements for the three and six months ended
June 30, 2003.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
No response required.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No response required.
ITEM 5 - OTHER INFORMATION
No response required.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a). Exhibits:
1. 99.1: Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 - CEO
2. 99.2: Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 - CFO
(b) Reports on Form 8-K:
No response required.
SIGNATURES
The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three and six months ended June 30, 2003
have been included.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HYDRO ENVIRONMENTAL RESOURCES, INC.
(Registrant)
DATE: August 18, 2003 BY: /s/ David Rosenberg
David Rosenberg, President
CERTIFICATION PURSUANT TO SECTION 302(A)
OF THE SARBANES OXLEY ACT OF 2002
I, David Rosenberg, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Hydro Environmental
Resources, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: August 18, 2003
/s/ David Rosenberg
David Rosenberg
Director, President and CEO
CERTIFICATION PURSUANT TO SECTION 302(A)
OF THE SARBANES OXLEY ACT OF 2002
I, David V. Harmsen., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Hydro Environmental
Resources, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: August 18, 2003
/s/ David V. Harmsen
David V. Harmsen
CFO
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hydro Environmental Resources, Inc.
(the "Company") on Form 10-QSB for the period ending June 30, 2003, as filed
with the Securities and Exchange Commission on the date hereof (the "Report'),
I, David Rosenberg, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ David Rosenberg
David Rosenberg
Chief Executive Officer
August 18, 2003
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hydro Environmental Resources, Inc.
(the "Company") on Form 10-QSB for the period ending June 30, 2003, as filed
with the Securities and Exchange Commission on the date hereof (the "Report'),
I, David V. Harmsen, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ David V. Harmsen
David V. Harmsen
Chief Financial Officer
August 18, 2003