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EX-31.1 - SECTION 302 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER - Epoxy, Inc.exhibit31-1.htm
EX-32.1 - SECTION 906 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER - Epoxy, Inc.exhibit32-1.htm

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

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011 or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________

Commission File Number 000-53669

NEOHYDRO TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)

Nevada N/A
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

84 Hawkhill Road NW, Calgary, Alberta, Canada T3G 3H8
(Address of principal executive offices) (Zip Code)

(877) 241-0265
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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.
[X] YES [ ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ ] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]   Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
[X] YES [ ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 165,358,040 common shares issued and outstanding as of May 16, 2011.

1


TABLE OF CONTENTS

PART 1 – FINANCIAL INFORMATION 3
  Item 1. Consolidated Financial Statements (Unaudited) 3
  Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 8
  Item 4. Controls and Procedures 8
PART II – OTHER INFORMATION 9
  Item 1. Legal Proceedings 9
  Item 1A. Risk Factors 9
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9
  Item 3. Default upon Senior Securities 9
  Item 4. [Removed and Reserved] 9
  Item 5. Other Information 9
  Item 6. Exhibits 10
SIGNATURES 11

2


PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the three month period ended March 31, 2011 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. These interim unaudited financial statements should be read in conjunction with our company’s audited financial statements and the 10-K for the year ended December 31, 2010.

3



Neohydro Technologies Corp.
(A Development Stage Company)
March 31, 2011

  Index
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  
Consolidated Balance Sheets (Unaudited) F–1
Consolidated Statements of Operations (Unaudited) F–2
Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) F–3
Consolidated Statements of Cash Flows (Unaudited) F–4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) F–5



Neohydro Technologies Corp. and Subsidiary
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in US Dollars)
(Unaudited)

    March 31,     December 31,  
    2011     2010  
             
ASSETS            
Current Assets            
   Cash and cash equivalents $  2,128   $  14,076  
Total Assets $  2,128   $  14,076  
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
Current Liabilities            
   Accounts payable and accrued liabilities   23,334     42,510  
   Due to related party (Note 3)   267     261  
   Loan payable (Note 4)   35,565     14,000  
Total Current Liabilities   59,166     56,771  
Commitments and Contingencies            
Stockholders’ Deficit            
Preferred Stock, $0.00001 par value;
     authorized 100,000,000 shares, none issued and outstanding
 
   
 
Common Stock, $0.00001 par value;
     Authorized 800,000,000 shares,
     165,358,040 shares issued and outstanding
 

1,654
   

1,654
 
Additional paid-in capital   1,239,766     1,239,766  
Deficit accumulated during the development stage   (1,298,458 )   (1,284,115 )
Total Stockholders' Deficit   (57,038 )   (42,695 )
Total Liabilities and Stockholders' Deficit $  2,128   $  14,076  

F-1



Neohydro Technologies Corp. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in US Dollars)
(Unaudited)

                Period from  
                November 13,  
    Three Months     Three Months     2007  
    Ended     Ended     (Inception) to  
    March 31,     March 31,     March 31,  
    2011     2010     2011  
Revenue $  –   $  –   $  –  
Costs and expenses                  
   General and administrative   14,343     58,541     557,139  
Operating Loss   (14,343 )   (58,541 )   (557,139 )
Other expenses                  
   Interest expense       (34,030 )   (15,142 )
   Loss on extinguishment of debt       (2,608 )   (24,545 )
Total other expenses       (36,638 )   (39,687 )
Loss from continuing operations   (14,343 )   (95,179 )   (596,826 )
Discontinued operations                  
   Gain on disposal of discontinued operations           18,177  
   Operations           (719,809 )
Total loss from discontinued operations           (701,632 )
Net Loss $  (14,343 ) $  (95,179 ) $  (1,298,458 )
                   
Net Loss Per Share – Basic and Diluted:                  
   Loss from continuing operations $  (0.00 ) $  (0.00 )      
   Discontinued operations              
   Net loss $  (0.00 ) $  (0.00 )      
                   
Weighted Average Shares Outstanding                  
   Basic and Diluted   165,358,040     58,990,000      

F-2



Neohydro Technologies Corp. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Stockholders’ Equity (Deficit)
For Period from November 13, 2007 (Inception) to March 31, 2011
(Expressed in US Dollars)
(Unaudited)

                      Deficit        
    Common Stock,           Accumulated        
    $0.00001 par value     Additional     During the        
                Paid-in     Development        
    Shares     Amount     Capital     Stage     Total  
Common shares sold for cash at $0.000125 per share   40,000,000   $  400   $  4,600   $  –   $  5,000  
Common shares sold for cash at $0.00125 per share   32,800,000     328     40,672         41,000  
Donated services           1,500         1,500  
Net loss               (26,792 )   (26,792 )
Balance – December 31, 2007   72,800,000     728     46,772     (26,792 )   20,708  
Common shares sold for cash at $0.40 per unit, less costs of $10,000   250,000     3     89,997         90,000  
Donated services           6,000         6,000  
Net loss               (637,507 )   (637,507 )
Balance – December 31, 2008   73,050,000     731     142,769     (664,299 )   (520,799 )
Common shares returned and cancelled (Note 3)   (14,560,000 )   (146 )   146          
Common shares issued for cash at $0.20 per unit   500,000     5     99,995         100,000  
Donated capital – amount due licensor           500,000         500,000  
Net loss               (205,919 )   (205,919 )
Balance – December 31, 2009   58,990,000   $ 590   $ 742,910   $ (870,218 ) $ (126,718 )
Common shares issued for conversion of convertible notes   45,595,156     456     150,009         150,465  
Common stock issued for settlement of related party payables   51,681,975     517     292,392         292,909  
Common stock issued for settlement of payables   9,090,909     91     54,455         54,546  
Net loss               (413,897 )   (413,897 )
Balance – December 31, 2010   165,358,040   $ 1,654   $ 1,239,766   $ (1,284,115 ) $ (42,695 )
Net loss               (14,343 )   (14,343 )
Balance, March 31, 2011   165,358,040   $  1,654   $  1,239,766   $  (1,298,458 ) $  (57,038 )

F-3



Neohydro Technologies Corp.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)

                Period From  
                November 13,  
    Three months     Three months     2007  
    Ended     Ended     (Inception) to  
    March 31,     March 31,     March 31,  
    2011     2010     2011  
                   
Cash Flows from Operating Activities                  
   Net income (loss) $  (14,343 ) $  (95,179 ) $  (1,298,458 )
   Adjustments to reconcile net loss to net cash used for operating activities:            
       Donated services           7,500  
       Impairment of mineral property acquisition costs           6,500  
       Amortization of terminated license agreement costs           1,096  
       Impairment of terminated license agreement costs           498,904  
       Gain on disposal of discontinued operations           (18,177 )
       Loss (gain) on derivative liability       2,608      
       Accretion (gain on extinguishment) of debt discount       34,030      
       Stock-based compensation           122,359  
       Loss on extinguishment of debt           24,545  
   Change in operating assets and liabilities:                  
       Prepaid expenses       (8,000 )    
       Accounts payable and accrued liabilities   (19,176 )   (1,358 )   23,334  
Net cash used for operating activities   (33,519 )   (67,899 )   (632,397 )
Cash Flows from Investing Activities                  
   Mineral property acquisition costs           (6,500 )
Net cash used for investing activities           (6,500 )
Cash Flows from Financing Activities                  
   Proceeds from sale of common stock – net           236,000  
   Net advances from related party   6     18,502     234,137  
   Proceeds from loans payable and convertible debt   21,565     28,000     170,888  
Net cash provided by financing activities   21,571     46,502     641,025  
(Decrease) Increase in cash   (11,948 )   (21,397 )   2,128  
Cash – beginning of period   14,076     39,118      
Cash – end of period $  2,128   $  17,721   $  2,128  
                   
Supplemental Disclosures of cash flow information:                  
   Interest paid $  –   $  –   $  –  
   Income taxes paid $  –   $  –   $  –  
Non-cash investing and financing activities:                  
   Acquisition of license agreement in exchange for liability due Licensor $  –   $  –   $ 500,000  

F-4



Neohydro Technologies Corp. and Subsidiary
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2011
(Expressed in US Dollars)

1.

Nature of Operations

     

Neohydro Technologies Corp. (the “Company”) was incorporated in the State of Nevada on November 13, 2007 as Rioridge Resources Corp. On July 22, 2008, the Company changed its name to Neohydro Technologies Corp. From December 14, 2007 to September 20, 2008, the Company’s principal business was the acquisition and exploration of mineral resources. On September 22, 2008, the Company entered into a licensing agreement and acquired the exclusive worldwide marketing, distribution and licensing rights to water sterilization technology. On March 31, 2009, the water sterilization technology license agreement was terminated by the licensor. On June 8, 2009, the Company entered into a licensing agreement to market and sell in Canada an environmental fuel efficient turbo technology called Green Interactive Hybrid System (“GIHS”). On September 1, 2009, the Company incorporated Green Interactive Hybrid Technologies Canada Inc. “GIH Canada” in the Province of Alberta, Canada as a wholly-owned subsidiary to better attract Canadian investment. On March 8, 2011, the GIHS license agreement was terminated by the licensor. The current primary activity of the Company involves seeking a company or companies that it can acquire or with which it can merge. The Company’s plans are now only in an early stage.

     

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception, has never paid dividends and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2011, the Company has a working capital deficit of $57,038 and has accumulated losses of $1,298,458 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

     
2.

Summary of Significant Accounting Policies

     
a)

Basis of Presentation

     

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31.

     
b)

Cash and Cash Equivalents

     

The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents.

F-5



2.

Summary of Significant Accounting Policies (continued)

     
c)

Interim Financial Information

     

The unaudited consolidated financial statements as of March 31, 2011 and for the three months ended March 31, 2011 and 2010 and for the period November 13, 2007 (inception) to March 31, 2011 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2011 and the results of operations and cash flows for the period then ended. The financial data and other information disclosed in these notes to the interim consolidated financial statements related to these periods are unaudited. The results for the three month periods ended March 31, 2011 is not necessarily indicative of the results to be expected for any subsequent quarters or the entire year ending December 31, 2011. The balance sheet at December 31, 2010 has been derived from the audited consolidated financial statements at that date.

     

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2010 as included in our Form 10-K filed with the Securities and Exchange Commission on April 15, 2011.

     
d)

Financial Instruments

     

Our financial instruments consist principally of cash, cash equivalents, due to related party, accounts payable, and loan payable. ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments establish a framework for measuring fair value, establishes fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements.

     

The Company generally does not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments. The Company utilizes various types of financing to fund its business needs, including convertible debt with conversion features not indexed to the Company’s stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings in accordance with ASC 815, Derivatives and Hedging.

F-6



2.

Summary of Significant Accounting Policies (continued)

     
d)

Financial Instruments (continued)

     

Fair Value Hierarchy

     

The Company is required to categorize its financial instruments measured and reported at fair value into a three-level fair value hierarchy based on the priority of inputs to the valuation technique.. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

     

Financial assets and liabilities recorded on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:


Level 1

Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active market that management has the ability to access.

     
Level 2

Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate swaps).

     
Level 3

Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.


 

When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company conducts a review of fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. At March 31, 2011, the company did not have any financial instruments that were required to be reported at fair value in the accompanying financial statements.

     
  e)

Reclassification

     
 

Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

     
  f)

Recent Accounting Pronouncements

     
 

The Company’s management does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

     
  g)

Subsequent Events

     
 

In accordance with ASC 855, the Company evaluated subsequent events through the date these financial statements were issued. There were no material subsequent events that required recognition or additional disclosure in these financial statements.

F-7



3.

Related Party Balances/Transactions

   

Due to related party balances, which are non-interest bearing, unsecured, and have no specific terms of repayment, consist of:


      March 31,     December 31,  
      2011     2010  
     Due to current chief executive officer            
                     Expenses paid on behalf of the Company $  267   $  261  
  Total $  267   $  261  

For the three months ended March 31, 2011, the Company incurred $nil (2010 - $37,500) in management fees expense for services provided by its current chief executive officer (from June 8, 2009). No management fees were accrued subsequent to December 31, 2010, due to the termination of the GIHS licensing agreement the Company formerly held. The prior management fees had been accrued for services performed by Michael Kulcheski and Harry Gelbard related to the exclusive GIHS license covering the territory of Canada and other such territories to market and sell an environmental fuel efficient turbo technology called Green Interactive Hybrid System. The Company did not fulfill its obligations under the GIHS license agreement and received notice from the licensor that the Company was in default under the GIHS licensing agreement. As a result, from the date the licensing agreement was terminated forward, the Company determined that it is no longer receiving significant management services from Michael Kulcheski and Harry Gelbard related to marketing and selling the GIHS and that any management services currently being provided by them to the Company are not material and do not require recognition in the financial statements.

The Company’s office services and office space are provided without charge by the sole officer and director of the Company.

F-8



4.

Loans Payable

   

At March 31, 2011, the Company is indebted to an unrelated third party for $35,565 (December 31, 2010 - $14,000). The loan is non-interest bearing and is due on demand.

   
5.

Share Purchase Warrants

   

A summary of the changes in the Company’s common share purchase warrants is presented below:


    Number of   Weighted Average  
    Warrants   Exercise Price  
Balance – December 31, 2010 and March 31, 2011   1,250,000   $0.15  

The warrants issued during 2009 were in conjunction with a share issuance. The Company determined the fair value of both the common stock and warrants as of the date the transactions were initially entered into. The fair value of the warrants was determined using the Black-Scholes method. The Company allocated the proceeds between the warrants and the stock based on the relative fair values as follows:

    2009  
Relative fair value of warrants $ 76,747  
Relative fair value of stock $ 23,253  

As at March 31, 2011, the following common share purchase warrants were outstanding:

    Number of   Exercise        
Description   Warrants   Price     Expiry Date  
Issued September 23, 2008   250,000   $0.40     September 23, 2011  
Issued October 1, 2009   500,000   $0.10     October 1, 2012  
Issued October 1, 2009   500,000   $0.08     October 1, 2013  
Total   1,250,000            

As at March 31, 2011, the aggregate intrinsic value of the common share purchase warrants was $0.

F-9



5.

Share Purchase Warrants (continued)

   

A summary of the changes in the Company’s common share purchase warrants is presented below:


      Number of   Weighted Average  
      Warrants   Exercise Price  
  Balance – December 31, 2010 and March 31, 2011   1,250,000   $0.15  

The warrants issued during 2009 were in conjunction with a share issuance. The Company determined the fair value of both the common stock and warrants as of the date the transactions were initially entered into. The fair value of the warrants was determined using the Black-Scholes method. The Company allocated the proceeds between the warrants and the stock based on the relative fair values as follows:

    2009  
Relative fair value of warrants $ 76,747  
Relative fair value of stock $ 23,253  

As at March 31, 2011, the following common share purchase warrants were outstanding:

    Number of   Exercise        
Description   Warrants   Price     Expiry Date  
Issued September 23, 2008   250,000   $0.40     September 23, 2011  
Issued October 1, 2009   500,000   $0.10     October 1, 2012  
Issued October 1, 2009   500,000   $0.08     October 1, 2013  
Total   1,250,000            

As at March 31, 2011, all outstanding warrants were exercisable and the aggregate intrinsic value of the common share purchase warrants was $0.

   
6.

Income Taxes

   

No provision for income taxes has been recorded in the periods presented since the Company has incurred net losses since inception.

   

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $260,953 at March 31, 2011 (December 31, 2010 - $256,076) attributable to the future utilization of a net operating loss carry-forward of approximately $768,000 at March 31, 2011 (December 31, 2010- $753,000) will be realized. Accordingly, the Company has provided a 100% valuation allowance against the related deferred tax asset in the financial statements. The Company will continue to review this valuation allowance and make adjustments as appropriate. The $768,000 net operating loss carry-forward expires $25,000 in year 2027, $133,000 in year 2028, $216,000 in year 2029, $379,000 in year 2030, and $15,000 in year 2031.

   

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

F-10



6.

Income Taxes (continued)

   

The components of the net deferred income tax assets consist of:


    March 31,     December 31,  
    2011     2010  
Net operating loss carry-forward $  260,953   $  256,076  
Valuation allowance   (260,953 )   (256,076 )
Net deferred income tax assets $  –   $  –  

Expected income tax benefit computed by applying the U.S. statutory income tax rate of 34% to pre-tax loss differs from the Company’s benefit from income taxes, as follows:

    For the Three Months Ended  
    March 31,     March 31,  
    2011     2010  
Expected income tax expense (benefit) at 34% $  (4,877 ) $  (32,361 )
Non-deductible accretion       11,570  
Non-deductible loss on re-valuation of derivative liability and loss on extinguishment of debt       887  
Change in valuation allowance   4,877–     19,904  
Provision for (benefit from) income taxes $  –   $  –  

F-11


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

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our” and “our company” mean Neohydro Technologies Corp. a Nevada corporation, unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on November 13, 2007.

We have previously been engaged in the business of acquisition and exploration of mining properties and industrial waste water business. Until March 8, 2011 we were in the business of installing a patented turbo system that was proven to assist an engine to operate more efficiently, with less effort, less fuel consumption, and enhanced horsepower. We are no longer in any of these businesses. We maintain our statutory registered agent's office at National Registered Agents, Inc. of NV, 1000 East William Street, Suite 204, Carson City, Nevada 89701 and our business office is located at 200 Centennial Avenue, Suite 200, Piscataway, New Jersey 08854. Our telephone number is 732-377-2063.

Our executive office is located at 84 Hawkhill Rd. NW Calgary, Alberta, T3G 3H8. This office is approximately 200 square feet in size and is provided to us free of charge by our sole director and officer. We have not entered into any lease agreement for the office. We do not plan to recognize any rent expenses for this office.

Other than as set out in this quarterly report, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our Current Business

We are now a company with no operations.

As of the date hereof, we have not been successful in the business of installing patented turbo systems that were proven to assist an engine to operate more efficiently, with less effort, less fuel consumption, and enhanced horsepower.

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Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately.

Other than as set out herein, we have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.

Our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our historical operations have not been profitable and our future prospects for our business are not good without further financing.

We are focusing our preliminary merger/acquisition activities on potential business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We may seek a business opportunity with entities which have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination or merger with another business opportunity or whether the opportunity's operations will be profitable.

If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.

Results of Operations

Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31, 2010.

Our net loss for the three months period ended March 31, 2011, for the three months period ended March 31, 2010 and the changes between those periods for the respective items are summarized as follows:

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                Period from November  
                13,  
    Three Months Ended     Three Months Ended     2007 (Inception)  
    March 31, 2011     March 31, 2010     To March 31, 2011  
  $    $    $   
Revenue   Nil     Nil     Nil  
General and administrative   14,343     58,541     557,139  
Net loss from continuing                  
operations for the period   (14,343 )   (95,179 )   (596,826 )

General and Administrative

We had no revenues in the three month periods ended March 31, 2011 and 2010. In the three month period ended March 31, 2011, we incurred net losses of $14,343. From November 13, 2007 (inception date) to March 31, 2011 we incurred a net loss from continuing operations of $596,826.

General and administrative expenses relating to operations decreased for the three month period ended March 31, 2011 to $14,343 from $58,541 for the three month period ended March 31, 2010. The decrease of $44,198 was primarily due to a slowdown in our business operations.

Liquidity and Financial Condition

Working Capital

    At     At  
    March 31,     December 31,  
    2011     2010  
Current assets $  2,128   $  14,076  
Current liabilities   59,166     56,771  
Working capital (deficit) $  (57,038 ) $  (42,695 )

Cash Flows            
             
    Three Month Period Ended  
    March 31,     March 31  
    2011     2010  
Cash flows used in operating activities $  (33,519 ) $  (67,899 )
Cash flows provided by (used in) investing activities   Nil   $  Nil  
Cash flows provided by financing activities   21,571   $  46,502  
Net decrease in cash during period $  (11,948 ) $  (21,397 )

Operating Activities

Net cash used in operating activities was $33,519 for the three month period ended March 31, 2011 compared with cash used in operating activities of $67,899 in the same period in 2010. The decrease in operating activities is attributable to a lack of operating business venture.

Investing Activities

Net cash provided by investing activities was $Nil for the three month period ended March 31, 2011 compared to net cash used in investing activities of $Nil in the same period in 2010.

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Financing Activities

Net cash from financing activities was $21,571 for the three month period ended March 31, 2011 compared to $46,502 in the same period in 2010. The decrease in financing activities was mainly attributable to less interest in our business operations from potential investors.

Loans Payable

At March 31, 2011, the Company is indebted to an unrelated third party for $35,565 (December 31, 2010 - $14,000). The loan is non-interest bearing and is due on demand.

Going Concern

We do not have sufficient funds to operate. Future operating activities are expected to be funded by loans from our officers and directors. We have no assurance that future financing will be available to us in the future on satisfactory terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities. Equity financing could result in additional dilution to existing shareholders.

Our company has not generated revenues since inception, has never paid dividends and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2011, we had a working capital deficit of $57,038 and have accumulated losses of $1,298,458 since inception. These factors raise substantial doubt regarding our company’s ability to continue as a going concern. The consolidated financial statements included herein do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

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In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of March 31, 2011, the end of the period covered by this report, our management, with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based on the foregoing, our management concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control

During the quarter ended March 31, 2011 there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Default upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit No. Description
(3) Articles of Incorporation and Bylaws
3.1 Articles of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on March 13, 2008).
3.2 By-laws (incorporated by reference from our Registration Statement on Form S-1 filed on March 13, 2008).
(10) Material Contracts
10.1 Lease Agreement (incorporated by reference from our Registration Statement on Form S-1 filed on March 13, 2008).
(31) Rule 13a-14(a)/15d-14(a) Certifications
31.1* Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
(32) Section 1350 Certifications
32.1* Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  NEOHYDRO TECHNOLOGIES CORP.
  (Registrant)
   
   
Dated: May 17, 2011 /s/ Michael Kulcheski
  Michael R. Kulcheski
  President, Secretary, Treasurer and Director
  (Principal Executive Officer, Principal Financial Officer,
  and Principal Accounting Officer)

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