-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EFA0FRj1a0AtCbW11uYNQPlODw2eKbEddFDqVRhl5aiyzYymsD6OLq1OOfS2r/h3 +jg8GHOeZdkfXoJv2cPp+Q== 0001200952-03-000713.txt : 20030819 0001200952-03-000713.hdr.sgml : 20030819 20030819172822 ACCESSION NUMBER: 0001200952-03-000713 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYDRO ENVIRONMENTAL RESOURCES INC CENTRAL INDEX KEY: 0001081260 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 731552304 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-27825 FILM NUMBER: 03856556 BUSINESS ADDRESS: STREET 1: 2903 NE 109TH AVE., SUITE D STREET 2: NONE CITY: VANCOUVER STATE: WA ZIP: 98682 BUSINESS PHONE: 3608835949 MAIL ADDRESS: STREET 1: 2903 NE 109TH AVE., SUITE D STREET 2: NONE CITY: VANCOUVER STATE: WA ZIP: 98682 10QSB 1 her_10q30819.txt 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 -----END PRIVACY-ENHANCED MESSAGE-----