Epoxy (EPXY) 10-Q 2009 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53699

NEOHYDRO TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

200 Centennial Avenue

Suite 200

Piscataway, New Jersey 08854

(Address of principal executive offices, including zip code.)

732-377-2063

(telephone number, including area code)

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 last 90 days.

YES [X]   NO [   ]

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

Large accelerated filer  [   ]                                                                Accelerated filer   [   ]

Non-accelerated filer     [   ]                                                                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). YES [X]  NO [   ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 58,490,000 as of May 15, 2009.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Neohydro Technologies Corp.

(A Development Stage Company)

March 31, 2009

                                                                                                                                                                 Index

FINANCIAL STATEMENTS

Balance Sheets ......................................................................................................................................F–1

Statements of Operations ....................................................................................................................F–2

Statements of Stockholders’ Equity (Deficit) ...................................................................................F–3

Statements of Cash Flows ...................................................................................................................F–4

NOTES TO THE FINANCIAL STATEMENTS ................................................................................F–5

-2-

Neohydro Technologies Corp.
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)
	March 31,			December 31,
	2009			2008
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	57		$	2,268
Prepaid expenses		-			25,295
Total current assets		57			27,563
License agreement costs, net of accumulated amortization and allowance for impairment of $500,000 (Note 3)		-			-
Total Assets	$	57		$	27,563
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank indebtedness	$	106		$	-
Accounts payable and accrued liabilities		49,740			31,842
Due to related parties (Note 4)		26,520			16,520
Amount due Licensor of license agreement (Note 3)		500,000			500,000
Total current liabilities		576,366			548,362
Commitments
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,
issued and outstanding 73,050,000 shares		731			731
Additional paid-in capital		142,769			142,769
Deficit accumulated during the development stage		(719,809	)		(664,299	)
Total stockholders' deficit		(576,309	)		(520,799	)
Total Liabilities and Stockholders' Deficit	$	57		$	27,563

See notes to financial statements

F-1

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Neohydro Technologies Corp.
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)
	Three months ended March 31, 2009			Three months ended March 31, 2008			Period from November 13, 2007 (Date of Inception) to March 31, 2009
Revenue	$	-		$	-		$	-
Costs and expenses		-			-			-
Income (loss) from continuing operations		-			-			-
Discontinued operations (Note 6)		(55,510	)		(20,494	)		(719,809	)
Net Loss	$	(55,510	)	$	(20,494	)	$	(719,809	)
Net loss per share - Basic and Diluted:
Income (loss) from continuing operations	$	-		$	-
Discontinued operations		(0.00	)		(0.00	)
Net loss	$	(0.00	)	$	(0.00	)
Weighted Average Shares Outstanding
Basic and Diluted		73,050,000			72,800,000

See notes to financial statements

F-2

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Neohydro Technologies Corp.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
For the Period November 13, 2007 (Inception) to March 31, 2009
(Expressed in US Dollars)
(Unaudited)
	Common Stock, $0.00001 par value				Additional Paid-in		Deficit Accumulated During the 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	)
Net Loss		-		-		-		(55,510	)		(55,510	)
Balance - March 31, 2009		73,050,000	$	731	$	142,769	$	(719,809	)	$	(576,309	)

See notes to financial statements

F-3

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Neohydro Technologies Corp.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
	Three months ended March 31, 2009			Three months ended March 31, 2008			Period from November 13, 2007 (Date of Inception) to March 31, 2009
Cash Flows from Operating Activities
Net loss	$	(55,510	)	$	(20,494	)	$	(719,809	)
Adjustments to reconcile net loss to net cash used for operating activities:
Donated services		-			2,250			7,500
Impairment of mineral property acquisition costs		-			-			6,500
Amortization of license agreement costs		-			-			1,096
Impairment of license agreement costs		-			-			498,904
Change in operating assets and liabilities:
Prepaid expenses		25,295			-			-
Accounts payable and accrued liabilities		17,898			11,785			49,740
Net cash used for operating activities		(12,317	)		(6,459	)		(156,069	)
Cash Flows from Investing Activities
Mineral property acquisition costs		-			-			(6,500	)
Net cash used for investing activities		-			-			(6,500	)
Cash Flows from Financing Activities
Bank indebtedness		106			-			106
Proceeds from sales of common stock - net		-			-			136,000
Advances from related party		10,000			-			26,520
Net cash provided by financing activities		10,106			-			162,626
Decrease in cash		(2,211	)		(6,459	)		57
Cash - beginning of period		2,268			20,596			-
Cash - end of period	$	57		$	14,137		$	57
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 of license agreement	$	-		$	-		$	500,000

See notes to financial statements

F-4

-6-

Neohydro Technologies Corp.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in US Dollars)

March 31, 2009

(Unaudited)

1.   Nature of Operations

Rioridge Resources Corp. (the “Company”) was incorporated in the State of Nevada on November 13, 2007. 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 (see Note 3), the Company entered into a licensing agreement and acquired the exclusive worldwide marketing, distribution and licensing rights to the licensor water sterilization technology. The agreement was subsequently terminated and the Company will not perform any further operations until a merger or acquisition candidate is located and a merger or acquisition consummated. (see Note 6).

2.   Summary of Significant Accounting Policies

a)   Basis of Presentation

These 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)   Interim Financial Information

The unaudited financial statements as of March 31, 2009 and for the three months ended March 31, 2009 and 2008 and for the period November 13, 2007 (inception) to March 31, 2009 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 financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2009 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three month period ended March 31, 2009 is not necessarily indicative of the results to be expected for any subsequent quarters of the entire year ending December 31, 2009. The balance sheet at December 31, 2008 has been derived from the audited 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 financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2008 as included in our Form 10K filed with the Securities and Exchange Commission on May 8, 2009.

F-5

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Neohydro Technologies Corp.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in US Dollars)

March 31, 2009

(Unaudited)

2.      Summary of Significant Accounting Policies (continued)

c)   Financial Instruments and Fair Value Measures  

The Statement of Financial Accounting Standards (“SFAS”) No. 157 “Fair Value Measurements” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Financial instruments consist principally of cash, accounts payable and amounts due to related parties. Pursuant to SFAS No. 157, the fair value of cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all of other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

d)   Reclassifications

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

F-6

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Neohydro Technologies Corp.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in US Dollars)

March 31, 2009

(Unaudited)

3.   Licence Agreement Costs, Net

License agreement costs, net, consist of:

		March 31, 2009	December 31, 2008
Amount due Licensor	$	500,000	500,000
Less accumulated amortization		(1,096)	(1,096)
Less allowance for impairment		(498,904)	(498,904)
License agreement costs, net	$	–	–

On September 22, 2008, the Company entered into an agreement with Neohydro Corp. ("Licensor") and Dean Themy ("Themy") and acquired the exclusive worldwide marketing, distribution and distribution rights, along with patent and intellectual rights, to the Licensor's water sterilization technology for the treatment of industrial waste water in industries such as the oil and gas industry. Licensor reserved the sole and exclusive right to manufacture the Licensed Products.

The price for the license was $500,000. No due date for payment, or interest provisions were specified in the agreement. In addition, the Company's majority stockholder and president transferred 14,560,000 shares of Company Common Stock to Themy, president of the Licensor. On September 10, 2008, Themy was appointed director of the Company. On September 22, 2008, Themy was appointed president of the Company.

The agreement also provided for the payment of royalties to Licensor of 10% of sales of licensed products. The Company was also to use its best efforts to provide funding for business development of $1,400,000, $100,000 on or before September 26, 2008 (paid), $150,000 by October 15, 2008 (unpaid), $250,000 by October 30, 2008 (unpaid), $300,000 by January 15, 2009 (unpaid), $300,000 by April 15, 2009, and $300,000 by July 15, 2009. The Company was also to use its best efforts to provide funding of $1,000,000 for marketing.

In the event of failure by the Company to fulfill any of its obligations under the agreement, the agreement was terminable by the Licensor with 60 days notice. In such event, the Company was to cease the sale and distribution of the licensed products and was to return or destroy documentation relating to Licensor intellectual property rights.

The Company initially capitalized the $500,000 license agreement cost and recorded amortization expense of $1,096 for the period September 22, 2006 to September 30, 2008 (using the straight line method over the estimated 10 year economic life of the agreement.) As at September 30, 2008, the Company reviewed the remaining $498,904 carrying value of the license agreement costs for potential impairment. Considering all facts and circumstances, the Company concluded that it was not more likely than not that any of the $498,904 carrying cost were recoverable. Accordingly, the Company expensed a $498,904 provision for impairment of license agreement costs at September 30, 2008 and reduced the license agreement costs, net, to $0.

On March 31, 2009 (see Note 6), the License Agreement was terminated by the Licensor due to the Company’s failure to comply with funding schedules set forth in the agreement.

F-7

-9-

Neohydro Technologies Corp.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in US Dollars)

March 31, 2009

(Unaudited)

4.   Related Party Balances/Transactions

a)   For the three months ended March 31, 2009, the Company incurred $0 (2008 - $2,250) in donated services by the former President of the Company (reappointed in April 2009), and is indebted to the President for $16,520 (December 31, 2008 - $16,520) for advances and expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and has no specific terms of repayment.

b)   Pursuant to a consulting agreement with Themy, the chief executive officer of the Company from September 22, 2008 to April 5, 2009, the Company paid Themy consulting fees of $10,000 during the three month period ended March 31, 2009 (2008 - $0) and is indebted to Themy for $10,000 (December 31, 2008 - $0) for advances to the Company.

c)   Pursuant to a consulting agreement with the former secretary and director of the Company, the Company paid this individual consulting fees of $1,000 during the three months ended March 31, 2009 (2008 - $0).

5.   Share Purchase Warrants

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

	Number of Warrants	Weighted Average Exercise Price
Balance – December 31, 2008	250,000	$0.40
Issued	–	–
Balance – March 31, 2009	250,000	$0.40

As at March 31, 2009, the following common share purchase warrants were outstanding:

Description	Number of Warrants	Exercise Price	Expiry Date
Issued September 23, 2008	250,000	$0.40	September 23, 2011
Total	250,000

F-8

-10-

Neohydro Technologies Corp.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in US Dollars)

March 31, 2009

(Unaudited)

6.   Discontinued Operations

On March 31, 2009, the License Agreement was terminated by the Licensor due to the Company’s failure to comply with funding schedules set forth in the agreement. Accordingly, the Company discontinued all operations related to the former business of developing, marketing, selling and distributing products for the treatment of industrial water.

The results of discontinued operations (relating to mineral resources operations for the period December 14, 2007 to September 20, 2008 and water sterilizations operations from September 22, 2008 to March 31, 2009) are summarized as follows:

		Three Months Ended March 31, 2009		Three Months Ended March 31, 2008		Period from November 13, 2007 (Date of Inception) to March 31, 2009
Revenue	$	–	$	–	$	–
Costs and expenses
Amortization of licence agreement costs		–		–		1,096
Impairment of licence agreement costs		–		–		498,904
General and administrative		55,510		20,494		219,809
Total costs and expenses		55,510		20,494		719,809
Net Loss	$	(55,510)	$	(20,494)	$	(719,809)

7.   Income Taxes

No provisions for income taxes have 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 $72,558 at March 31, 2009 (December 31, 2008 - $53,684) attributable to the future utilization of the net operating loss carry-forward of $213,405 (December 31, 2008 - $157,895) will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements. The Company will continue to review this valuation allowance and make adjustments as appropriate. The $213,405 net operating loss carry-forward expires $25,292 in year 2027, $132,603 in year 2028, and $55,510 in year 2029.

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-9

-11-

Neohydro Technologies Corp.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in US Dollars)

March 31, 2009

(Unaudited)

7.              ncome Taxes (continued)

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

		March 31, 2009		December 31, 2008
Net operating loss carry-forward	$	72,558	$	53,684
Valuation allowance		(72,558)		(53,684)
Net deferred income tax assets	$	–	$	–

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

		Three Months Ended March 31, 2009		Three Months Ended March 31, 2008
Expected income tax expense (benefit) at 34%	$	(18,873)	$	(6,968)
Non-deductible donated services		–		765
Change in valuation allowance		18,873		6,203
Provision for (benefit from) income taxes	$	–	$	–

8.   Subsequent Events

a)   On April 5, 2009, Dean Themy resigned as the Company’s president and as a member of the board of directors.

b)   On April 22, 2009, the Company executed an Agreement and Release with Licensor and Themy. Themy returned the 14,560,000 shares of Company common stock transferred to him pursuant to the License Agreement. Also, Licensor and Themy released the Company from any liabilities and claims due them and agreed to hold harmless the Company from any and all claims by third parties which Themy incurred while affiliated with the Company. The Company released Licensor and Themy from any claims due to the Company and agreed to hold harmless Licensor and Themy from any claims. Thus, the Company will recognize a gain from discontinued operations in the amount of $500,000 (the amount of the liability to Licensor discharged) in the three months ended June 30, 2009.

F-10

-12-

ITEM 2.                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement Regarding Forward-looking Statements

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We currently have no working capital. We are relying on loans from our sole officer and director and will continue to do so until we complete an acquisition or merger. We are a blank check  company and have not yet generated or realized any revenues.

On a long-term basis, liquidity is dependent on commencement of operation and receipt of revenues, additional infusions of capital, and debt financing. While we may be receiving sufficient infusions of capital from our sole officer and director, we will not be generating any revenues until the completion of a merger or acquisition and we will not take any action to acquire debt financing other than infusions of capital from our sole officer and director.

Plan of Operation

We have not conducted any operations since our license agreement with Neohydro Corp. was terminated.  We will be relying on cash infusions from our sole officer and director in order to pay accounting and legal costs associated with filing our reports with the Securities and Exchange Commission and any fees due the State of Nevada. Other than the foregoing, we do not anticipate spending any money.

We anticipate that until a business combination is completed with an acquisition candidate, we will not generate revenues and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business.

We seek acquisition or merger candidates with ongoing operations. As of March 31, 2009, we had not identified any such candidates.

-13-

From Inception on November 13,  2007

The Company acquired the Rio Lode Claim, which was located on November 24, 2007 and filed on December 7, 2007 in the Clark County recorder’s office in Las Vegas as File 081, Page 0010 in the official records book No. T20070212450.   The Rio Lode Claim is located within Section 6, Township 25-S, Range 58-E, in the Yellow Pine Mining District of Clark County, Nevada.  Since then the claims have been renewed until August 31, 2009.  Accordingly, we have not conducted any work on the property and plan to terminate our mining operations in the future.

On September 22, 2008, we entered into a licensing agreement with Neohydro Corp., a Nevada corporation located in Houston, Texas (“Neohydro Corp”) to use all of Neohydro Corp.’s patent and intellectual rights for the purpose of the exclusive worldwide marketing, distribution and licensing rights of the Business for the treatment of industrial waste water for industries.  The Neohydro Corp.’s intellectual rights and trade secrets are directed at the use of water sterilization technology, which utilizes innovative high voltage electrolysis devices to transform water.  The technology is able to change the nature of the water itself.  The Company agreed to use its best efforts to provide funding for business development.

On September 23, 2008, we completed a private placement for 250,000 units at $0.40 per unit for proceeds of $100,000. Each unit consists of one share of common stock and one Series A Warrant. Each Series A Warrant entitles the holder to purchase one share of common stock at $0.40 per share expiring three years from the closing date. The Company incurred finder’s fees of $10,000 in connection with the private placement.

On March 31, 2009, Neohydro Corp. terminated its licensing agreement with us as a result of our failure to comply with the funding schedule set out in Section 3.2 of the Licensing Agreement.  On September 25, 2008 we reported in our Form 8-K that on September 22, 2008, we entered into a licensing agreement with Neohydro Corp., a Nevada corporation located in Houston Texas (“Neohydro Corp.”) and Dean Themy (“Themy”) whereby we were granted a worldwide license from Neohydro Corp. to use its intellectual property rights for the purposes of developing, modifying, marketing, selling, offering or otherwise distributing products for the treatment of industrial water. Specifically excluded therefrom was the right to manufacture products. We also executed an non-compete agreement with Neohydro Corp. The fee for the license was $500,000, also, the Company was to use its best efforts to providef unding for business development of $1,400,000 payable as follows: $100,000 by September 26, 2008; $150,000 by October 15, 2008; $250,000 by October 30, 2008; $300,000 by January 15, 2009; $300,000 by April 15, 2009; and, $300,000 by July 15, 2009. In addition we were obligated to issue to Neohydro Corp. an amount of common stock equal to the value of 20% of our total outstanding common shares or approximately 14,560,000 restricted shares of common stock for this license. Also we were obligated to pay a royalty of 10% of the gross proceeds from the sale of products.  We did not make any sales.

We are no longer in either business.  We can now be defined as a "blank check" company whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.

-14-

Liquidity and Capital Resources

We do not have sufficient funds to operate. Future operating activities are expected to be funded by loans from our sole officer and director.

We own a 100% interest in a Mineral Claim located in Clark County, Nevada, in consideration for $6,500. The claim is registered in the name of the company.  The claim has been renewed for an additional year and will expire on August 31, 2009.  The company does not intend to renew this claim in 2009 and will allow it to expire.

In November, 2007,  we issued 40,000,000 shares of common stock to our sole officer and director, Venugopal Rao Balla, pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933.  The purchase price of the shares was $5,000.  This was accounted for as an acquisition of shares.  Venugopal Rao Balla covered some of our initial expenses by paying $125.00 for incorporation documents.  The amount owed to Mr. Balla  is non-interest bearing, unsecured and due on demand.  Further the agreement with Mr. Balla is oral and there is no written document evidencing the agreement.

In December 2007, we issued 32,800,000 shares of common stock to 41 individuals in exchange for $41,000.  The shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933.

In April 2009, Dean Themy returned 14,560,000 shares to the Company.

As of March 31, 2009, our total assets were $57 and our total liabilities were $576,366.

We lease our office space.   We do not intend to hire additional employees at this time.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We have just started our current operations and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the sales cycle and manufacturing, and possible cost overruns due to price and cost increases in metals.

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.

-15-

Results of Activities

From Inception on November 13, 2007 to March 31, 2009

We acquired 100% interest in a mineral claim located in Clark County, Nevada.  We do not own any interest in any property, but merely have the right to conduct exploration activities on one property. The claim is registered in the name of the company.  The claim has been renewed for an additional year and will expire on August 31, 2009.  The company does not intend to renew this claim in 2009 and will allow it to expire. We have discontinued our mining operations.

On September 22, 2008, we entered into a licensing agreement with Neohydro Corp., a Nevada corporation located in Houston, Texas (“Neohydro Corp”) to use all of Neohydro Corp.’s patent and intellectual rights for the purpose of the exclusive worldwide marketing, distribution and licensing rights of the Business for the treatment of industrial waste water for industries.  The Neohydro Corp.’s intellectual rights and trade secrets are directed at the use of water sterilization technology, which utilizes innovative high voltage electrolysis devices to transform water.  The technology is able to change the nature of the water itself.

On March 31, 2009, Neohydro Corp. terminated its licensing agreement with us as a result of our failure to comply with the funding schedule set out in Section 3.2 of the Licensing Agreement.

We are no longer in either business.  We can now be defined as a "blank check" company whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal  Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 6. EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 19th day of May, 2009.

NEOHYDRO TECHNOLOGIES CORP.
BY:	VENUGOPAL RAO BALLA
	Venugopal Rao Balla, President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and sole member of the Board of Directors.

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EXHIBIT INDEX

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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