UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934




                       HYDRO ENVIRONMENTAL RESOURCES, INC.
             (Exact name of registrant as specified in its charter)


       Oklahoma                    0-27825                     73-1552304
    --------------              ---------------              --------------
      (State of                 Commission File              (IRS Employer
    incorporation)                  Number                     ID Number)

                              2006 Oak Creek Place
                                Hayward, CA 94541
          (Address of principal executive offices, including zip code)

                                 (510) 582-2720
              (Registrant's Telephone Number, Including Area Code)

     Securities registered pursuant to Section 12(b) of the Act: None

     Securities  registered  pursuant to Section 12(g) of the Act: Common Stock,
     $0.001 par value


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. YES

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

     State issuer's revenues for its most recent fiscal year: $-0-

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified price within the past 60 days. $10,095.00

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest  practicable  date:  31,300,000 shares of common
stock, $0.001 par value


<PAGE>



                                     PART I


Item 1. Description of Business

         Incorporated  herein by reference to Part I, Item 1 of the Registrant's
Amended Form 10-SB, filed March 22, 2000.

Item 2. Description of Property

         Incorporated  herein by reference to Part I, Item 3 of the Registrant's
Amended Form 10-SB, filed March 22, 2000.

Item 3. Legal Proceedings

         Incorporated herein by reference to Part II, Item 2 of the Registrant's
Amended Form 10-SB, filed March 22, 2000.

Item 4. Submission of Matters to a Vote of Security Holders

         None

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

         Incorporated herein by reference to Part II, Item 1 of the Registrant's
Amended Form 10-SB, filed March 22, 2000.

Item 6. Management's Discussion and Analysis or Plan of Operation

         Incorporated  herein by reference to Part I, Item 2 of the Registrant's
Amended Form 10-SB, filed March 22, 2000.

Item 7. Financial Statements

         Incorporated  herein  by  reference  to  Part  F/S of the  Registrant's
Amended Form 10-SB, filed March 22, 2000.

Item  8.  Changes  In and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

         Incorporated herein by reference to Part II, Item 3 of the Registrant's
Amended Form 10-SB, filed March 22, 2000.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.

         Incorporated  herein by reference to Part I, Item 5 of the Registrant's
Amended Form 10-SB, filed March 22, 2000.

Item 10. Executive Compensation

         Incorporated  herein by reference to Part I, Item 6 of the Registrant's
Amended Form 10-SB, filed March 22, 2000.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         Incorporated  herein by reference to Part I, Item 4 of the Registrant's
Amended Form 10-SB, filed March 22, 2000.

Item 12. Certain Relationships and Related Transactions

         Incorporated  herein by reference to Part I, Item 7 of the Registrant's
Amended Form 10-SB, filed March 22, 2000.

Item 13. Exhibit and Reports on Form 8-K

         Exhibits
         --------

          23.0    Consent of Independent Accountants

          27.0    Financial  Data  Schedule,  incorporated  by  reference to the
                  Registrant's Amended Form 10-SB, filed March 22, 2000

          99.1    Amended Form 10-SB, filed March 22, 2000

         Reports on Form 8-K
         -------------------

          NONE





<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             HYDRO ENVIRONMENTAL RESOURCES, INC.

                                             /s/  JACK WYNN
                                             -----------------------------------
                                             By:      Jack Wynn, Sole Officer
                                                      and Director

                                             Date:    March 31, 2000