ROCHEM ENVIRONMENTAL INC
10QSB, 2000-08-21
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the quarterly period ended June 30, 2000.

[ ]   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the transition period from _____________ to _______________.

Commission File No.  0-23226

                           ROCHEM ENVIRONMENTAL, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

              UTAH                                          76-0422968
            (STATE OF                                     (IRS EMPLOYER
          INCORPORATION)                               IDENTIFICATION NUMBER)

           610 N. MILBY ST.
            HOUSTON, TEXAS                                     77003
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

Registrant's telephone number, including area code:  (713) 224-7626

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [X] No [ ]

      As of August 11, 2000, the registrant had 19,184,751 shares of Common
Stock, par value $0.001 per share, issued and outstanding.

      Transitional Small Business Disclosure Format. (Check one):

                                 Yes [ ] No [X]
<PAGE>
                           ROCHEM ENVIRONMENTAL, INC.

                            FORM 10-QSB REPORT INDEX

10-QSB PART AND ITEM NO.

     Part I  Financial Information

             Item 1.         Financial Statements (Unaudited)

                             Consolidated balance sheet as of
                              June 30, 2000................................... 3

                             Consolidated statement of operations for the
                              three months ended June 30, 2000 and 1999....... 4

                             Consolidated statement of operations for the
                              nine months ended June 30, 2000 and 1999........ 5

                             Consolidated statement of cash flows for the
                               nine months ended June 30, 2000 and 1999....... 6

                             Notes to consolidated financial statements....... 7

            Item 2.          Management's Discussion and Analysis of Financial
                              Condition and Results of Operations............. 9

    Part II Other Information

            Item 1.          Legal Proceedings................................13

            Item 2.          Changes in Securities............................13
            Item 3.          Defaults Upon Senior Securities..................13
            Item 4.          Submission of Matters to a Vote of Security
                              Holders.........................................13
            Item 5.          Other Information................................13
            Item 6.          Exhibits and Reports on Form 8-K.................13

            Signature.........................................................15

                                       2
<PAGE>
                    ROCHEM ENVIRONMENTAL, INC AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                              AS OF JUNE 30, 2000

         ASSETS
Current assets:
        Cash and cash equivalents .............................    $     50,976
        Trade accounts receivable .............................         314,488
        Inventory .............................................       1,244,945
        Prepaid expenses ......................................           8,720
                                                                   ------------
                Total current assets ..........................       1,619,129

Inventory .....................................................          47,465
Property and equipment, net ...................................         551,470
Other assets ..................................................          13,989
                                                                   ------------
                Total assets ..................................    $  2,232,053
                                                                   ============

        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
        Accounts payable ......................................    $    152,429
        Accrued expenses ......................................          92,626
        Notes Payable .........................................           7,631
        Notes payable to related parties ......................         500,000
        Payable to related parties ............................          33,809
        Customer deposits .....................................       1,799,996
                                                                   ------------
                Total current liabilities .....................       2,586,491
Note payable to bank ..........................................           5,615
Note payable to related parties ...............................         480,136
                                                                   ------------
                Total liabilities .............................       3,072,242

Stockholders' equity (Deficit):
        Common stock, $.001 par value, 50,000,000
                shares authorized, 19,184,751 issued and
                outstanding ...................................          19,185
        Preferred stock, no par value, 10,000,000 shares
                authorized, none outstanding ..................               0
        Additional paid-in capital ............................      10,331,330
        Accumulated deficit ...................................     (11,190,704)
                                                                   ------------
                Total stockholders' equity ....................        (840,189)
                                                                   ------------
                Total liabilities and stockholders' equity ....    $  2,232,053
                                                                   ============

   The accompanying notes are an integral part of the consolidated financial
                                   statements.

                                       3
<PAGE>
                    ROCHEM ENVIRONMENTAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)

                                                   THREE MONTHS ENDED JUNE 30,
                                                  -----------------------------
                                                      2000             1999
                                                  ------------     ------------
Revenues:
  Service  and lease .........................    $      1,500     $    233,919
  Product sales ..............................          25,357          174,000
  Product demonstrations .....................               0           19,813
                                                  ------------     ------------
       Total revenues ........................          26,857          427,732

Cost of sales:
   Product Costs .............................          21,886          204,693
   Depreciation expense ......................               0           44,856
                                                  ------------     ------------
      Total cost of sales ....................          21,886          249,549
                                                  ------------     ------------

Gross profit .................................           4,971          178,183

Selling, general and administrative
   expenses:
   Depreciation and amortization expense .....          48,690          109,955
   Other expenses ............................         175,816          220,758
                                                  ------------     ------------
      Total selling, general and
      administrative expenses ................         224,506          330,713

Loss on sale of assets .......................           5,924                0
Interest expense(income), net ................          13,384           20,515
                                                  ------------     ------------

   Net loss ..................................        (238,843)        (173,045)
                                                  ------------     ------------


   Net loss applicable to common stock .......    $   (238,843)    $   (173,045)
                                                  ============     ============

   Net loss per share ........................    $      (0.01)    $      (0.01)
                                                  ============     ============

Weighted average shares outstanding ..........      19,184,751       19,184,751
                                                  ============     ============

   The accompanying notes are an integral part of the consolidated financial
                                   statements.

                                       4
<PAGE>
                    ROCHEM ENVIRONMENTAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                                                    NINE MONTHS ENDED JUNE 30,
                                                  -----------------------------
                                                      2000             1999
                                                  ------------     ------------
Revenues:
  Service  and lease .........................    $     50,518     $    634,696
  Product sales ..............................          28,660          827,665
  Product demonstrations .....................           5,000           48,853
                                                  ------------     ------------
       Total revenues ........................          84,178        1,511,214

Cost of sales:
   Product Costs .............................          88,430          834,866
   Depreciation expense ......................          36,531          126,337
                                                  ------------     ------------
      Total cost of sales ....................         124,961          961,203
                                                  ------------     ------------

Gross profit (loss) ..........................         (40,783)         550,011

Selling, general and administrative
   expenses:
   Depreciation and amortization expense .....         116,223          328,601
   Other expenses ............................         563,951          699,580
                                                  ------------     ------------
      Total selling, general and
      administrative expenses ................         680,174        1,028,181

Loss on sale of assets .......................           5,924                0
Interest expense(income), net ................          47,669           61,367
                                                  ------------     ------------

   Net loss ..................................        (774,550)        (539,537)
                                                  ------------     ------------


   Net loss applicable to common stock .......    $   (774,550)    $   (539,537)
                                                  ============     ============

   Net loss per share ........................    $      (0.04)    $      (0.03)
                                                  ============     ============

Weighted average shares outstanding ..........      19,184,751       19,184,751
                                                  ============     ============

    The accompanying notes are an integral part of the consolidated financial
                                   statements.

                                       5
<PAGE>
                    ROCHEM ENVIRONMENTAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                     NINE MONTHS ENDED JUNE 30,
                                                    ---------------------------
                                                        2000           1999
                                                    ------------   ------------
Cash flows from operating activities:
Net loss .......................................... $   (774,550)  $   (539,537)
        Adjustments to reconcile net loss to net
        cash used in operating activites:
                Depreciation and amortization .....      152,754        454,938
                Accretion of note discount ........        6,796         20,403
                Loss on assets sold ...............        5,924
        Changes in assets and liabilities:
                Trade accounts receivable .........     (241,687)       (89,672)
                Inventory .........................   (1,219,939)        55,125
                Prepaid expenses ..................        2,029         16,606
                Accounts payable ..................       32,595         (8,596)
                Accrued expenses ..................       22,894         47,477
                Deferred revenues .................    1,799,996        (88,385)
                Payable to related party ..........       13,252        335,762
                                                    ------------   ------------
Net cash used in operating activities .............     (199,936)       204,121
                                                    ------------   ------------

Cash flows from investing activities:
                Capital expenditures ..............       (2,982)      (122,956)
                Proceeds from the sale of assets ..       60,000              0
                                                    ------------   ------------
Net cash provided by investing activities .........       57,018       (122,956)
                                                    ------------   ------------

Cash flows from financing activities:
              Increase in restricted cash .........            0         (6,144)
               Proceeds from sale of common stock .            0          1,000
               Loan Proceeds ......................            0         22,468
               Loan Payments ......................       (5,524)        (3,314)
                                                    ------------   ------------
Net cash used in financing activities .............       (5,524)        14,010

Net increase (decrease) in cash and cash
  equivalents......................................     (148,442)        95,175
Cash and cash equivalents beginning of period .....      199,418        226,207
                                                    ------------   ------------
Cash and cash equivalents end of period ........... $     50,976   $    321,382
                                                    ============   ============

Supplemental disclosure of cash flow information:
        Interest paid ............................. $      1,493   $      1,782
        Income tax paid ...........................            0              0

   The accompanying notes are an integral part of the consolidated financial
                                   statements.

                                       6
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1. GENERAL:
   The accompanying consolidated financial statements are unaudited, but, in the
   opinion of management, include all adjustments necessary for a fair
   presentation of the consolidated financial position and results of operations
   for the periods presented. Please refer to the audited financial statements
   for the year ended September 30, 1999, for details of accounting policies and
   accounts.

2. SIGNIFICANT CUSTOMERS AND RELATED PARTY:
   The Company had sales constituting approximately 81% of revenue from one
   customer during the three months ended June 30, 2000. The Company had sales
   constituting approximately 30% of revenue from one customer during the nine
   months ended June 30, 2000. Service and lease revenue constituting
   approximately 6% of revenue from one customer during the nine months ended
   June 30, 2000. The Company had service and lease revenue constituting
   approximately 60% from four customers, of which 17% was with a related party,
   during the nine months ended June 30, 2000.

3. NOTES PAYABLE:
   Notes payable as of June 30, 2000 are as follows:

      Notes payable to banks

      Woodforest Bank                           $ 11,148
      Citizens Bank & Trust                     $  2,098
                                                --------
                                                $ 13,246

      Notes payable to related party
      10.5%, $500,000 face value, interest
      imputed at 14.7%, unsecured, principal
      and interest due May 31, 2000             $500,000
                                                ========

4. SUBSEQUENT  EVENT:
   In December 1999, the Company received notice from Pall Corporation that it
   intended to pursue the termination of the Distributor Agreement if the
   Company did not pay its outstanding accounts payable owed to Pall
   Corporation. In July 2000, the Company executed a promissory note with Pall
   Corporation for the principal sum of $480,136.67, together with interest
   thereon at a rate of 10% per annum on the unpaid balance. Upon execution of
   the note, interest was paid on the unpaid balance of the principal from
   December 31, 1999. Interest will be paid on a quarterly basis, beginning
   September 30, 2000. The entire principal is due and payable on or before
   December 31, 2002. In addition, the Company executed a Letter of Intent with
   Pall Corporation whereby Pall Corporation will return 8,589,714 shares of our
   Company

                                       7
<PAGE>
   common stock and give up their seat on the board. In return, the Company
   agrees to terminate its Distributor Agreement with Pall dated September 1,
   1993. This transaction will be voted upon by the shareholders at the annual
   meeting scheduled for September 20, 2000.

   In September 1998, the Company obtained a $500,000 loan from Rochem Group SA,
   an affiliate of Fluid Separation Systems. The loan, which bears an interest
   rate of 10.5% per annum, with interest payable upon maturity had an original
   maturity date of December 31, 1999 and was subsequently extended to May 31,
   2000. In July 2000, the Company entered into a separate Letter of Intent with
   Rochem Group, an affiliate of Rochem AG and Fluid Separation Systems, whereby
   Rochem Group has agreed to extend its loan of $500,000 which was due on
   December 31, 1999 until July 31, 2001. In addition, the interest rate will be
   reduced from 10.5% per annum to 10% per annum. To date, the Company has not
   made any principal or interest payment on this loan. Past interest is to be
   paid at the execution of the final agreement. Thereafter, interest will be
   paid on a quarterly basis. The letter of intent also provides for an
   exclusive agency agreement for Rochem's grey water and black water treatment,
   as well as, bilge and ballast water treatment for the marine shipping market,
   including naval applications.

   On August 3, 2000 the Company announced the resignation of Mr. Neuman as
   chairman, chief executive officer, chief financial officer and secretary of
   the Company. The board of directors appointed Mr. Philip LeFevre, a current
   board member, to succeed Mr. Neuman effective immediately as chairman, chief
   executive officer, chief financial officer and secretary of the Company. Mr.
   Neuman will remain as a member of the board of directors and the Company's
   President allowing him to focus his efforts of further development of key
   business lines.

                                       8
<PAGE>
ITEM 2      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      This section contains forward-looking statements that are based on current
Company expectations and are subject to a number of factors that could cause
actual results to differ materially. Such factors include, but are not limited
to, market demand, competitive pricing considerations, regulatory approval and
market acceptance of new technologies.

RESULTS OF OPERATIONS

      Rochem Environmental, Inc., a Utah corporation (the "Company"), is
primarily engaged in the business of providing equipment and services for the
recovery of high quality water and the removal of contaminants from industrial
and hazardous waste water streams using membrane separation technology. Prior to
July 2000, the Company had been utilizing patented reverse osmosis and
nanofiltration technology that was licensed exclusively to it through a
distributor agreement from Pall Rochem (formerly, Rochem Separation Systems,
Inc.), a wholly owned subsidiary of Pall Corporation. In July 2000, the Company
executed a letter of intent with Pall Corporation whereby Pall Corporation will
return 8,589,714 shares of the Company common stock and give up their seat on
the board and the Company in turn will terminate its distributor agreement with
Pall dated September 1, 1993. The Company's shareholders are scheduled to vote
on this transaction in September 2000. During the fourth quarter of Fiscal 1999,
the Company realized an asset impairment of $3,488,058 related to the write down
of the remaining value of the distributor agreement from Pall Rochem, reducing
the cost to $0. The Company entered into a separate letter of intent with Rochem
Group, an affiliate of Rochem AG, whereby Rochem Group will provide an exclusive
agency agreement for Rochem's FM module for use in the marine shipping market,
including naval applications. Management believes this process is superior to
other membrane technologies in its ability to cost effectively treat a wide
variety of wastewaters with the recovery of relatively pure water and the
concentration of products and by-products for reuse or disposal.

      The Company had performed water treatment services at a refinery until
July 1999. Due to a change in maintenance procedures, the Company's services
were no longer required for this work. As a result, the Company's consolidated
revenues decreased by 94% to $84,178 for the nine months ended June 30, 2000,
from $1,511,214 for the nine months ended June 30, 1999. The Company has been
unsuccessful in replacing that revenue stream. The consolidated revenues
decreased to $26,857 for the three months ended June 30, 2000, from $427,732 for
the three months ended June 30, 1999. All of the Company's resources have been
focused on the successful installation and acceptance of two grey water systems.
There can be no assurances that final acceptance and payment will be received
from the client.

      The revenue generated by product sales decreased dramatically during the
nine months ended June 30, 2000 with $28,660 of revenue as compared to $827,665
of revenue for the nine months ended June 30, 1999. Revenue from service and
lease related activities of $50,518 is lower for the nine months ended June 30,
2000, from $634,696 for the nine months ended June 30, 1999. During the three
months ended June 30, 2000 revenue generated by product sales decreased to
$25,357 compared to $174,000 for the

                                       9
<PAGE>
same period in Fiscal 1999. Revenue associated with service and lease activities
was $1,500 for the three months ended June 30, 2000 compared to $233, 919 for
the three months ended June 30, 1999.

      Gross profit decreased to a loss of $40,783 for the nine months ended June
30, 2000 as compared to gross profit of $550,011 for the nine months ended June
30, 1999. For the three months ended June 30, 2000 the gross profit decreased to
$4,971 as compared to $178,183 for the three months ended June 30, 1999.

      Selling, general and administrative expenses decreased to $680,174 for the
nine months ended June 30, 2000 from $1,028,181 for the nine months ended June
30, 1999, of which approximately $116,223 and $328,601, respectively, were
non-cash expenses associated with amortization and depreciation. Selling,
general and administrative expenses for the three months ended June 30, 2000
decreased to $224,506 as compared to $330,713 for the period ended June 30,
1999.

      Net loss increased to $774,550 for the nine months ended June 30, 2000
from $539,537 for the nine months ended June 30, 1999. This increase is
primarily due to the loss of the service contract in July 1999 and the Company's
inability to replace that income.

      As of June 30, 2000, the Company had a total of 5 employees, 2 of whom
were involved in field operations and testing, 1 devoted to sales and
demonstration activities and 2 involved in the general administrative and
financial areas.

LIQUIDITY AND CAPITAL RESOURCES

      As of August 21, 2000 the Company's cash reserves were only sufficient to
allow it to continue operations through the month of August 2000. If the Company
is unable to secure financing, the Company will need to liquidate assets.

      As of June 30, 2000, the Company had a working capital deficit of $967,362
and a quick ratio of 0.1 to 1.0 as compared to net working capital deficit of
$611,194 and a quick ratio of 0.5 to 1.0 on June 30, 1999. This increase in
working capital deficit is primarily due to the increase in current liabilities.
Current assets at June 30, 2000 were $1,244,954 as compared to $623,035 as of
June 30, 1999. Inventory increased to $1,244,945 as of June 30, 2000 from
$122,128 as of June 30, 1999. This increase is due to the current installation
of the two grey water systems. Once the client accepts the grey water systems,
the revenue and costs associated with the sale of the systems will be
recognized. There can be no assurances that final acceptance and payment will be
received from the client.

      Net cash used in operating activities in the nine months ended June 30,
2000 was $199,936 compared to $204,121 provided by operating activities for the
nine months ended June 30, 1999.

      Net cash used for the purchase of capital equipment during the nine months
ended June 30, 2000 was $2,982 as compared to $122,956 during the nine months
ended June 30, 1999. Investing activities also provided $60,000 from the sale of
fixed assets during the nine months ended June 30, 2000.

                                       10
<PAGE>
      During the nine months ended June 30, 2000, financing activities used net
cash of $5,524. For the nine months ended June 30, 1999, financing activities
provided net cash of $14,010.

      In December 1999, the Company received notice from Pall Corporation that
it intended to pursue the termination of the Distributor Agreement if the
Company did not pay its outstanding accounts payable owed to Pall Corporation.
In July 2000, the Company executed a promissory note with Pall Corporation for
the principal sum of $480,136.67, together with interest thereon at a rate of
10% per annum on the unpaid balance. Upon execution of the note, interest was
paid on the unpaid balance of the principal from December 31, 1999. Interest
will be paid on a quarterly basis, beginning September 30, 2000. The entire
principal is due and payable on or before December 31, 2002. In addition, the
Company executed a Letter of Intent with Pall Corporation whereby Pall
Corporation will return 8,589,714 shares of the Company common stock and give up
their seat on the board. In return, the Company agrees to terminate its
Distributor Agreement with Pall dated September 1, 1993. This transaction will
be voted upon by the shareholders at the annual meeting scheduled for September
20, 2000.

      In September 1998, the Company obtained a $500,000 loan from Rochem Group
SA, an affiliate of Fluid Separation Systems S.A. The loan, which bears an
interest rate of 10.5% per annum, with interest payable upon maturity had an
original maturity date of December 31, 1999 and was subsequently extended to May
31, 2000. The Company entered into a separate letter of intent, subject to a
future definitive agreement, with Rochem Group that states the following:

   A. Rochem will give an exclusive agency agreement to REI for "the products"
      for the marine shipping market, including naval applications. The
      agreement language will have safeguards to protect Rochem from
      nonperformance or insolvency.
   B. Rochem Group will extend its loan of $500,000 which was due on 31 December
      1999 until 31 July 2001 at a reduced interest rate of 10%/annum. Past
      interest to be paid at the execution of the final agreement(s). Ongoing
      interest will be paid on a quarterly basis.
   C. Rochem will reimburse REI for the expenses it incurred in shipping
      materials for the installation of the Rochem systems aboard the Mercury
      (approx. $74.5k) and Galaxy (approx. $67.3k) within 14 days of signing
      this agreement. Rochem has already reimbursed $50k of these costs. Rochem
      and REI further agree to settle the labor expenses on pro rata share based
      on the amount recovered from the client for labor expenses.
   D. REI will execute an agreement with Pall Corporation that will convert the
      existing accounts payable into a promissory note. The principal on the
      note will be due no earlier than 31 December 2002.
   E. REI will return existing license to Pall in return for not less than 90%
      of their shares. The returned shares will go to REI Treasury.
   F. E. Neuman will continue to be employed by REI until the deliveries to the
      Celebrity vessels have been accepted and paid.

      There can be no assurances that the Company will be able to execute a
final agreement with Rochem Group.

      Although it is unfortunate that the Company will no longer be a
distributor for Pall's Disc Tube systems, the Company's efforts over the last
year have primarily been

                                       11
<PAGE>
directed at selling the Rochem grey water systems in
the US cruise ship market. In November 1999, the Company was awarded a major
contract to supply grey water treatment systems to a major cruise line. Under
this contract, the Company has delivered two Rochem grey water systems at a
total contract price of approximately $2,000,000. The contract also allows the
customer the option to purchase three more systems at the same pricing. However,
there are no assurances that the customer will exercise this option and final
approval from the ships for the initial two units has yet to be obtained.

      While the Company has been successful in securing letter of intents from
it's two largest creditors, Pall Corporation and Rochem AG, there can be no
assurances that final agreements will be executed. Failure to execute the final
agreements with both creditors and the prolonged installation of the units on
the cruise ships will significantly impact the Company's ability to continue
operations. The Company continues to implement cost cutting measures as it
struggles to operate as a viable operation. In an effort to reduce its overhead
cost, the Company has announced its intention to relocate its headquarters to
15001 Walden Road, in Montgomery, Texas. Monthly rent at the new facility will
be reduced from approximately $10,500 per month at 610 North Milby to $700 per
month at the new location. Philip LeFevre, the newly appointed CEO of the
Company, beneficially owns the office complex in Montgomery, Texas. As of this
date, no deposit or rent payments have been made to Mr. LeFevre for the new
facility. In addition, Lefco Environmental Technology is currently providing the
operating personnel onboard the two cruise ships. While Lefco is invoicing the
Company for the services provided by the Lefco personnel, no payments have been
made as of this date. There can be no assurances that Lefco Environmental
Technology will be willing to continue to provide this assistance. Failure to
continue to provide this assistance will significantly impact the Company's
ability to continue operations.

      Notwithstanding this situation, the Company continues to evaluate and
explore financing opportunities to provide working capital and restructure the
Company. The Company plans to re-issue the shares obtained back from Pall
Corporation in return for new financing. If this can be achieved, the Company
will have obtained refinancing without shareholder dilution but it is possible
that additional shareholder dilution may occur. If the Company is unable to
secure financing and finalize the agreements with Pall Corporation and Rochem
AG, the Company will need to liquidate assets and seek protection from its
creditors. Outside the letters of intent, the Company will need additional
funding to operate.

                                       12
<PAGE>
PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            None.

ITEM 2.     CHANGES IN SECURITIES

            None

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            None

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY
            HOLDERS

            None

ITEM 5.     OTHER INFORMATION

            None

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

      (a)   The following exhibits are incorporated by reference thereto:

            EXHIBIT
            NUMBER      IDENTIFICATION OF EXHIBIT
            -------     -------------------------
            2.1(1)   -  Reorganization Agreement
            3.1(2)   -  Amended and Restated Articles of Incorporation
            3.2(5)   -  Bylaws
            4.1(5)   -  Common Stock Specimen
            4.2(4)   -  Certificate of Designation of Preferences, Rights and
                        Limitations of Series A Preferred Stock
            4.3(4)   -  Certificate of Designation of Preferences, Rights and
                        Limitations of Series B Preferred Stock
            10.1(2)  -  Distributor Agreement
            10.2(4)  -  Asset Purchase Agreement
            10.3(2)  -  Term Sheet
            10.4(6)  -  Facilities Lease Agreement
            10.5(6)  -  Termination Agreement Between Company and GH Venture
                        Group

                                       13
<PAGE>
            10.6(6)  -  Agreement Between Company and Lefco Environmental
                        Technology, Inc.
            10.7(6)  -  Agreement Between Company and Rochem Separation
                        Systems, Inc.
            10.8(6)  -  Agreement Between Company and Rochem AG
            10.9(7)  -  Employment Agreement With Erick Neuman
            10.10(8) -  Letter of Intent Between Company and Rochem Group
            10.11(8) -  Letter of Intent Between Company and Pall Corporation
            16.1(3)  -  Letter regarding change in certifying accountant
            16.2(3)  -  Letter regarding change in certifying accountant
      --------------------

            (1)  Previously filed as an exhibit on Form 8-K dated July 20, 1993.
            (2)  Previously filed as an exhibit on Form 8-K dated September 30,
                 1993.
            (3)  Previously filed as an exhibit on Form 8-K dated November 5,
                 1993.
            (4)  Previously filed as an exhibit on Form 8-K dated November 19,
                 1993.
            (5)  Previously filed as an exhibit on Form 8-K dated January 13,
                 1994.
            (6)  Previously filed as an exhibit on Form 10-KSB for the fiscal
                 year ended September 30, 1995.
            (7)  Previously filed as an exhibit on Form 8-K dated October 24,
                 1997.
            (8)  Filed as an exhibit herewith.

      (b)   Reports on Form 8-K

                                       14
<PAGE>
                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                                 ROCHEM ENVIRONMENTAL, INC.
                                          --------------------------------------
                                                       (Registrant)

Date: August 21, 2000                By:           /s/ PHILIP LEFEVRE
                                          --------------------------------------
                                          Philip LeFevre
                                          Secretary; Chief Executive Officer,
                                          And Principal Accounting Officer

Date: August 21, 2000                By:         /s/ WILLIAM E. BRACKEN
                                          --------------------------------------
                                          William E. Bracken,  Vice-President

                                       15


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