HADRO RESOURCES INC
8-K, 2000-09-20
OIL & GAS FIELD EXPLORATION SERVICES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K
                                    ---------
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 15, 2000

                        COMMISSION FILE NUMBER: 000-25579

                              HADRO RESOURCES, INC.
                              --------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                     NEVADA
                                     -------
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                                   87-0571853
                                   ----------
                     (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                     3305 W. SPRING MOUNTAIN ROAD, SUITE 60
                             LAS VEGAS, NEVADA 89102
                                  702-433-5250
                         ------------------------------
                 (ADDRESS AND PHONE NUMBER OF PRINCIPAL OFFICES)

                                      NONE
                        --------------------------------
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

<PAGE>

ITEM  1:  CHANGES  IN  CONTROL  OF  REGISTRANT

   (A)          ON SEPTEMBER 15,  2000,THE  FOLLOWING SALES OF STOCK OCCURRED IN
        PRIVATE PARTY TRANSACTIONS IN RELIANCE UPON AN EXEMPTION AVAILABLE UNDER
        SECTION 4(1 1/2) OF THE SECURITIES ACT OF 1933, AS AMENDED:

          (1)  FRANK DONIS SOLD 7,000,000  SHARES OF RESTRICTED  COMMON STOCK TO
               TRI STAR  FINANCIAL  SERVICES,  INC.  THE  CONSIDERATION  FOR THE
               PURCHASE PRICE WAS CASH IN THE SUM OF  US$7,000.00,  WHICH CAME
               FROM THE PERSONAL ACCOUNT OF THE PURCHASER. THIS STOCK REPRESENTS
               A CONTROLLING INTEREST (54%) IN THE REGISTRANT, BASED  ON A TOTAL
               OF 13,054,200 SHARES ISSUED AND OUTSTANDING.

          (2)  MARILYN J. RAFTER SOLD 250,000 SHARES OF RESTRICTED  COMMON STOCK
               TO GRANT ATKINS.  THE  CONSIDERATION  FOR THE PURCHASE  PRICE WAS
               CASH IN THE SUM OF  US$250.00,  WHICH CAME FROM THE  PERSONAL
               ACCOUNT OF THE PURCHASER.

          (3)  GENE WILSON SOLD  500,000  SHARES OF  RESTRICTED  COMMON STOCK TO
               BRENT PIERCE.  THE  CONSIDERATION FOR THE PURCHASE PRICE WAS CASH
               IN THE SUM OF US$40,000.00, WHICH CAME FROM THE PERSONAL ACCOUNT
               OF THE PURCHASER.


 (1)                 (2)                     (3)                   (4)
TITLE OF        NAME/ADDRESS         AMOUNT AND NATURE OF       PERCENT OF
CLASS        OF BENEFICIAL OWNER     BENEFICIAL OWNERSHIP(A)      CLASS
---------    -------------------     --------------------     -------------
COMMON       GRANT ATKINS (B)           250,000  SHARES             2%
             1710 BAYSHORE DRIVE
             SUITE 1704
             VANCOUVER, B.C.
             V6G 3G4

COMMON       BRENT PIERCE (B)           500,000  SHARES             4%
             2117 - 139 A STREET
             SURREY, B.C.
             V4A 9V9

COMMON       TRI STAR FINANCIAL
             SERVICES, INC.           7,000,000  SHARES            54%
             435 MARTIN STREET
             SUITE 2000
             BLAINE, WA   98230

               (A)  ALL  OF  THESE  SHARES  ARE  HELD   DIRECTLY  BY  THE  NAMED
                    SHAREHOLDERS,  WHO ARE THE  SOLE  BENEFICIAL  OWNERS  OF THE
                    SHARES.

               (B)  MSSRS.  ATKINS AND PIERCE SERVE AS PAID  CONSULTANTS  TO TRI
                    STAR FINANCIAL  SERVICES,  INC.  ("TRI STAR"),  A WASHINGTON
                    CORPORATION,  BUT HAVE NO OTHER  RELATIONSHIP WITH TRI STAR.
                    THE SOLE OFFICER,  DIRECTOR AND  SHAREHOLDER  OF TRI STAR IS
                    MARCUS JOHNSON.

THERE ARE NO ARRANGEMENTS OR UNDERSTANDINGS AMONG MEMBERS OF BOTH THE FORMER AND
NEW  CONTROL  GROUPS  AND THEIR  ASSOCIATES  WITH  RESPECT  TO THE  ELECTION  OF
DIRECTORS OF OTHER MATTERS.

   (B)          THERE ARE NO  ARRANGEMENTS KNOWN TO REGISTRANT, THE OPERATION OF
        WHICH  MAY,  AT  A  SUBSEQUENT  DATE,  RESULT  IN A CHANGE IN CONTROL OF
        REGISTRANT.


EFFECTIVE  SEPTEMBER  15, 2000,  FRANK DONIS  RESIGNED AS THE PRESIDENT AND AS A
DIRECTOR OF REGISTRANT  AND GRANT ATKINS WAS APPOINTED TO SERVE AS THE PRESIDENT
AND AS A DIRECTOR OF REGISTRANT  UNTIL THE NEXT ANNUAL  ELECTION OF OFFICERS AND
DIRECTORS.  MARILYN RAFTER ALSO RESIGNED AS A DIRECTOR,  EFFECTIVE SETPEMBER 15,
2000.  THE  REGISTRATIONS  OF MR.  DONIS AND MS.  RAFTER WERE NOT RELATED TO ANY
DISAGREEMENTS OF ANY KIND WITH THE REGISTRANT. ACCORDINGLY, THE CURRENT OFFICERS
AND DIRECTORS OF REGISTRANT ARE AS FOLLOWS:

GRANT ATKINS            PRESIDENT AND DIRECTOR
MARILYN RAFTER          SECRETARY AND TREASURER
GENE WILSON             DIRECTOR

<PAGE>


                             SIGNATURES
                             ==========

        PURSUANT TO THE REQUIREMENTS OF THE  SECURITIES  EXCHANGE  ACT OF  1934,
REGISTRANT  HAS DULY  CAUSED  THIS  REPORT  TO BE  SIGNED  ON ITS  BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.

                                        HADRO RESOURCES, INC.
DATED:  SEPTEMBER 20,2000          BY:  /s/GRANT ATKINS
                                        -----------------------
                                        GRANT ATKINS, PRESIDENT



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