**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

**FORM 10-K**

|           |                                                                                                                                         |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------|
| [X]       | Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended**June 30, 2009**.              |
| [  ] | 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:**000-53506**

 **Hydrodynex, Inc.**

(Exact name of small business issuer as specified in its charter)

|                                                                                                                                                                                        |                                                          |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------|
| **Nevada**

(State or other jurisdiction of

incorporation or organization)                                                                                                            | **20-4903071**

(I.R.S. employer

identification number) |
| **230 Bethany Rd., Ste. 128, Burbank, CA 91504**

(Address of principal executive offices and zip code)

**(702) 722-9496**

(Registrant’s telephone number, including area code) |

Securities registered pursuant to Section 12(b) of the Act:

**None**

Securities registered pursuant to Section 12(g) of the Act:

**Common Stock, $.001 par value**

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES  [  ]  NO  [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. YES [  ] NO [X]

 

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X]  NO [  ]

Indicate by check mark if there disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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 definition of “accelerated filer,” “larger accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

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 [  ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of June 30, 2009 is $97,000 based on the sale price of the shares in a private sale on January 23, 2009 of $0.20 per share.  Shares of Common Stock held by each officer and director and by each person who is known by the registrant to own 5% or more of the outstanding Common Stock, if any, have been excluded in that such persons may be deemed to be affiliates of the registrant.  The determination of affiliate status is not necessarily a conclusive determination for any other purpose.  The shares of our company are currently listed on the NASDAQ OTC Bulletin Board exchange, symbol “HDYX”.

Number of shares outstanding of the issuer’s common stock as of October 13, 2009: 1,833,880 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

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**TABLE OF CONTENTS**

|                |        |          |        |                                                                                                                   |        |        |
|----------------|--------|----------|--------|-------------------------------------------------------------------------------------------------------------------|--------|--------|
|           |   |     |   | **Page**                                                                                                          |
| **PART I**     |   |     |   | 5                                                                                                                 |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 1.  |   | Business                                                                                                          |   | 5      |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 1A. |   | Risk Factors                                                                                                      |   | 16     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 2.  |   | Properties                                                                                                        |   | 24     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 3.  |   | Legal Proceedings                                                                                                 |   | 25     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 4.  |   | Submission of Matters to a Vote of Security Holders                                                               |   | 25     |
|           |   |     |   |                                                                                                              |   |   |
| **PART II**    |   |     |   | 26                                                                                                                |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 5.  |   | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |   | 26     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 6.  |   | Selected Financial Data                                                                                           |   | 26     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 7.  |   | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        |   | 26     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 7A. |   | Quantitative and Qualitative Disclosures About Market Risk                                                        |   | 30     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 8.  |   | Financial Statements and Supplementary Data                                                                       |   | 31     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 9.  |   | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                              |   | 54     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 9A. |   | Controls and Procedures                                                                                           |   | 54     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 9B. |   | Other Information                                                                                                 |   | 55     |
|           |   |     |   |                                                                                                              |   |   |
| **PART III**   |   |     |   | 56                                                                                                                |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 10. |   | Directors, Executive Officers of the Registrant                                                                   |   | 56     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 11. |   | Executive Compensation                                                                                            |   | 58     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 12. |   | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                    |   | 59     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 13. |   | Certain Relationships and Related Transactions, and Director Independence                                         |   | 60     |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 14. |   | Principal Accountant Fees and Services                                                                            |   | 60     |
|           |   |     |   |                                                                                                              |   |   |
| **PART IV**    |   |     |   | 62                                                                                                                |
|           |   |     |   |                                                                                                              |   |   |
|           |   | Item 15. |   | Exhibits and Financial Statement Schedules                                                                        |   | 62     |
|           |   |     |   |                                                                                                              |   |   |
| **SIGNATURES** |   |     |   | 63                                                                                                                |

 

 

 

 

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**CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION**

This Report on Form 10-K and the documents incorporated by reference include “forward-looking statements”. To the extent that the information presented in this Report on Form 10-K discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” and “Management’s Discussion and Analysis or Plan of Operation” sections of this Report on Form 10-K. These cautionary statements identify important factors that could cause actual results to differ materially from those described in the forward-looking statements. When considering forward-looking statements in this prospectus, you should keep in mind the cautionary statements in the “Risk Factors” and “Management’s Discussion and Analysis or Plan of Operation” sections below, and other sections of this Report on Form 10-K.

The statements contained in this Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could differ materially from those included in such forward-looking statements. There are many factors that could cause actual results to differ materially from the forward looking statements. For a detailed explanation of such risks, please see the section entitled “Risk Factors” beginning on page 16 of this Report on Form 10-K. Such risks, as well as such other risks and uncertainties as are detailed in our SEC reports and filings for a discussion of the factors that could cause actual results to differ materially from the forward- looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements.

 

The following discussion should be read in conjunction with the audited consolidated financial statements and the notes included in this Report on Form 10-K and the section entitled “Management’s Discussion and Analysis or Plan of Operation” included in this Report on Form 10-K.

 

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**PART I**

**ITEM 1.**   **BUSINESS.**

**TABLE OF CONTENTS**

|                                                                                         |        |
|-----------------------------------------------------------------------------------------|--------|
| ** A.**   **Hydrodynex, Inc. – Introduction and Business Strategy** | **5**  |
| ** B.   Hydrodynex’ Exclusive Technology License Agreement**        | **6**  |
| ** C.**   **Hydrodynex Products**                                        | **10** |
| ** D.**   **Description of Proprietary Technology**                      | **10** |
| ** E.****  Other Competing Technologies**                                | **11** |
| ** F.   Market Analysis and Competition**                                | **12** |
| ** G.**   **Marketing and Sales**                                        | **14** |
| ** H.**   **Patents, Trademarks, and Copyrights**                        | **15** |
| ** I.**    **Employees**                                            | **15** |
| ** J.   Governmental Regulation**                                        | **15** |

 

**A.**   **Hydrodynex, Inc. – Introduction and Business Strategy**

Hydrodynex, Inc., a Nevada Corporation, was founded on May 12, 2006, for the purpose of acquiring an exclusive North American license for the marketing and distribution rights of an anodic oxidation water disinfection product commonly referred to as the AO-System® technology. The primary objective of our company is to commercialize this technology in North America initially through direct sales in order to gain a substantial market penetration.  Hydrodynex has developed a strategic business plan to introduce and market the AO-Systems® in North America.  Hydrodynex believes that due to the innovative technology, the AO-Systems® has the potential to be very competitive in the water disinfection and treatment market.

As a result of the research and development work beginning in 1985 and conducted by Hydrosystemtechnik GmbH, from whom we have been granted an exclusive license for the anodic oxidation water disinfection product, substantial technological discoveries were made and a mechanized water disinfection unit was developed and improved which is collectively referred to as the AO-System®.  Hydrosystemtechnik GmbH has developed and commercialized this innovative water purification and disinfection system and has been selling these units in the European market for the last 16 years.  In 2002, advancements to include warm water systems were developed by Hydrosystemtechnik GmbH.  Two U.S. patents have been granted to Hydrosystemtechnik GmbH covering the apparatus design of a water sterilization unit that uses the principals of anodic oxidation without adding chlorine compounds.  Hydrosystemtechnik GmbH had, as of the end of 2008, sold and installed over 160 AO-Systems® units of 11 different models for projects in Europe and approximately 15 other countries worldwide. 

The U.S. EPA and NSF International have partnered to form an Environmental Technology Verification (ETV) Protocol that most states require.  No AO system has yet been sold or is installed in the U.S., Canada or Mexico, and no system can be sold in the U.S. without approval of the U.S. Environmental Protection Agency (EPA), based on testing that is done by an approved entity such as NSF International.  In developing a testing strategy and timeline with NSF International (NSF), the co-developer with the EPA of the required ETV Protocol needed for sales approval, we have estimated that a month would be required to develop the protocol, that about six months would be needed for the ETV testing, and an additional two months would be needed for the report formulation.  The following chart details the basic certification process.  Once the application is submitted by our company, our test reactor is delivered to the NSF testing facility in Ann Arbor, Michigan, and payments are made to NSF to begin testing, the process detailed in the chart below will be carried out by NSF.  At the end of the process, if successfully completed, the EPA and NSF both sign the final report which will be written by NSF.

 

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CPM = Certification Project Manager

For water disinfection units that pertain to drinking water systems, a Standard 61 leeching test is required throughout the U.S. to determine if chemicals or compounds from the unit’s structure are leeched into the water.  This Standard 61 testing protocol for leeched contaminants from the unit is much simpler than the ETV testing and can be concurrently done by NSF and is estimated to span two months.  If we decide to enter the pool and bathing water system market, a Standard 50 testing must be undertaken to determine if adequate microbial eradication takes place in bathing water systems.  Another regulation that is required by state certification programs is electrical safety and grounding testing, often done by Underwriter Laboratories (“UL”) or a similarly qualified entity.  This type of approval is necessary for selling and installing any electrical device within the United States.

**B.   Hydrodynex’ Exclusive Technology License Agreement**

We entered into a Marketing, Distribution and License Agreement with Hydrosystemtechnik GmbH September 3, 2007.  On August 30, 2008, we entered into an Amended Marketing, Distribution and License Agreement, or amended license agreement, with Hydrosystemtechnik, which has the same effective date as the original license agreement, September 3, 2007, and supersedes the original license agreement.  Under the amended license agreement, we were granted the right to sell water disinfection systems based on the AO-System® technology in all markets (except the dental market) in Canada, the United States, and Mexico on an exclusive basis for a period of three years after the effective date of the license agreement.  The license remains exclusive subject to Hydrodynex (a) leasing or purchasing an AO-System® prior to November 30, 2009, as extended by the licensor, and (b) obtaining, by March 3, 2010, verification and certification of the AO-System® technology by the U.S. EPA necessary for commercialization and selling water disinfection systems in whole or in part within the United 

 

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States.  We plan to undertake to secure technology verification from NSF, an independent third party testing laboratory, accredited by the EPA, to legally sell AO-Systems® in the United States, but we have not initiated this process because we have yet to pay the remaining balance of €17,625 for the AO-System® test reactor unit that has been built for us by our licensor Hydrosystemtechnik.  Once we have completed our payment for the test reactor unit we will arrange delivery of the unit to NSF in Ann Arbor, Michigan for testing.  When we have sufficient funds to pay the remaining balance of the test unit, arrangements for payment and shipping to the U.S. of the test reactor unit will be made.  The time and process for testing the test reactor unit by NSF to meet EPA requirements is described above in Item 1.A.

In addition, in order to maintain the exclusivity of the license, we are obligated to (a) make application to six states in the Western U.S. for certification of the AO-System® technology within 90 days after receiving the NSF and EPA verification, (b) sell, deliver and install at least one AO-System® in the U.S. in the two year exclusivity period following technology verification, and (c) we are required to demonstrate financial responsibility in the form of a bank credit line or equity funding of not less than $500,000 to accomplish the objectives necessary to retain the exclusivity of the license.

We are also required, beginning year three after the effective date, or September 3, 2009, to meet certain minimum annual sales targets, based on net purchase value, for sales of AO-System® products in the North American territory, which increase from €30,000 in year three to €500,000 in year six and thereafter, in order to maintain the exclusivity of the license.  If we fail to meet the minimum annual sales targets at the end of any business year, the licensor, Hydrosystemtechnik GmbH, shall have the option to revert the license agreement to a non-exclusive marketing agreement.  We have paid a non-refundable license fee in the amount of €10,000, and we were previously obligated to make a second non-refundable license fee in the amount of €20,000 on June 1, 2008.  Under the terms of the amended license agreement, Hydrosystemtechnik agreed in writing to an extension of the due date for the second license payment from June 1, 2008 to January 31 2009, and the second license payment was paid in full by that deadline.  A third license fee in the amount of €20,000 will be due upon certification and approval of the AO-Systems® by the US Environmental Protection Agency for commercial sales in the United States.  We are also required to attain and maintain minimum annual sales volume of €500,000 in order to have the right to manufacture water disinfection systems based on the AO-System® technology and sell them in the licensed territory.  If after year five after the effective date we do not maintain minimum annual sales volume of €500,000 in any two consecutive years, the right to manufacture will expire automatically in the subsequent year.  We are obligated to pay a royalty on the products actually assembled or manufactured and sold to third parties in the amount of 10% of the net selling price on all AO-Systems®.  We are not obligated to pay a royalty on finished AO-Systems® purchased from Hydrosystemtechnik and resold.  We are also obligated to pay fifty percent of the direct costs related to preparing and prosecution of patents and patent applications in the U.S., Canada or Mexico,, including legal fees, filing fees maintenance fees and transaction costs, so long as the license agreement remains in effect.

The license agreement terminates after ten years, with an option by us to extend the license for an additional ten years on an exclusive basis, as long as the required minimum annual sales volume is maintained.  The licensor, Hydrosystemtechnik GmbH, has the right to terminate the license agreement, after a notice and cure period, if we are in default of any obligation in the agreement, are adjudged bankrupt, become insolvent or similar events, or if we do not maintain minimum annual sales volume of €100,000 in each business year subsequent to the third year after the effective date (which means meeting the €100,000 minimum annual sales volume for each year beginning September 3, 2010).

We plan to market, sell, install, and maintain specialized AO-Systems® on a retail basis pursuant to the license.  Stationary-type systems will be sold and installed in facilities such as hospitals, hotels, water cooling towers, swimming pools, etc.  Transportable AO-Systems® and packaging units will be marketed to the U.S. military and other associations involved in the use of portable water treatment systems for emergency and non-emergency markets.  Hydrodynex will purchase components on a wholesale basis from Hydrosystemtechnik to make, use, and sell specific water disinfection systems on a custom basis for it customers.  Hydrodynex has the option to engage in future manufacturing of the AO-Systems® when it is deemed necessary and financially justifiable.

Activities to date have been limited primarily to organization, initial capitalization, business and product research, producing marketing materials and a website, securing a marketing agreement, preparing a comprehensive business and operating plan, evaluating the regulatory requirements to sell water treatment systems in the U.S., Canada and Mexico, and undertaking a marketing feasibility study.   Extensive research has been done on competing technologies and the water 

 

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contaminants that most adversely affect water systems at the present time.  Legionella bacteria protection is the strongest market Hydrodynex has identified because of its wide prevalence and the high percentage of death resulting from infection.

Our company is structured expressly as a marketing entity and therefore we do not currently engage in the design, development or manufacturing of products.  In phase one of our multiphase marketing plan. Subject to receipt of approval from the EPA, of which there is no assurance, we intend to market and sell the AO-System®, a device that disinfects potable water systems and industrial water systems, under an OEM arrangement with our Licensor Hydrosystemtechnik, GmbH.  To date, we have no revenues from operations. Our expenses consist of marketing and management activities and personnel costs.  We intend to accomplish the following:

|        |            |                                                                                                                                                                                                                                                                       |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | **•** | Establish effective marketing channels for our products through a network of distributors or dealers in selected markets.                                                                                                                                             |
|   | **•** | Support revenue generation in these channels by effectively educating the end user and promoting the use of AO-Systems® as a means of assuring the delivery of safe, healthy water at low costs and eliminating the Legionella bacteria from existing buildings. |
|   | **•** | We intend to have Hydrosystemtechnik GmbH provide the AO-Systems® under a brand label to be determined.                                                                                                                                                          |
|   | **•** | We intend to register Hydrodynex as a company registered trademark.                                                                                                                                                                                                   |

In addition to the risk factors set forth herein, additional obstacles, which we may encounter in launching our business model, are as follows:

1.  If we do launch planned marketing initiatives, our target market may not be receptive to our business and may not purchase our products.

2.  Potential customers may not be willing to pay the price for our products.

3.  Distributors and dealers may not continue to carry our products if we fail to meet their standards pursuant to our agreements with them.

4.  We may be unable to establish new distributors or dealers in the balance of our marketing territory if our performance with those channels during our initial launch does not demonstrate a level of opportunity consistent with their standards.

The water treatment industry is a rapidly growing sector and a primary component of the world’s basic needs market.  World demand forecasts for water treatment products, chemical and non-chemical, is projected to increase 6.4% per year to nearly $40 billion in 2011, according to “World Water Treatment Products,” a new study from The Freedonia Group, Inc. (2008).  With over 20 large target industries benefiting from clean water, i.e.; food processing, water bottling, and swimming pools, and with an ever-present threat of water-borne diseases and other biohazard and inorganic aquatic health threats, along with mechanical corrosion issues, the clean water industry is paramount in importance to the U.S. and the rest of North America.  Competing technologies currently on the market or under development, but none of them utilize the patented technological properties of advanced Anodic Oxidation that our AO-System® employs.  Competing systems known as salt electrolysis machines use a more primitive form of anodic oxidation that requires salt to be added.  Anodic oxidation is a broad term, simply referring to oxidant creation by an anode with electricity.  As shown by the AO-System’s® two U.S. patents, #’s 5,439,576 and 5,395,492, our mode of anodic oxidation utilizes novel technology, with specialized electrode composition and advanced processes.

We have observed in news article releases that several lawsuits have been filed against U.S. facilities such as hospitals, hotels, retirement homes, and cooling towers, because people have gotten sick or died as a result of their water system uncleanliness.  We have seen several outbreaks of water-borne illnesses in recent years in municipal, residential and rural water systems, including outbreaks of Cryptosporidium, E. coli, Pseudomonas, Norovirus, Echovirus, methicillin-resistant Staphylococcus aureus, Giardia intestinalis, Shigella sonnei, etc.  An estimated 1,400 people in the U.S. die each year from Pseudomonas in hospital water systems.  The Center on Disease Control and Prevention (CDC) has estimated that up to 

 

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18,000 people each year in the U.S. are infected with water-borne Legionella bacteria, 25% of those estimated from Healthcare environments.

Legionnaires’ disease, caused by Legionella bacteria, is particularly dangerous and has already caused significant lawsuits against hospitals, such as the Good Samaritan Hospital of Los Angeles in 2003, where the disinfection processes used by the facility were insufficient in preventing death to immuno-suppressed patients. The AO-System’s® technology has been shown to permanently eliminate micro-organisms in water systems through its short and long-term oxidative effects.  The AO-System® has been installed to provide a solution for several existing and previously infected water systems in closed circuits such as hot water systems in hospitals like the Vinzenz V. Paul Hospital in Rottweil Germany, the KKH Dorfen Hospital in Dorfen, Germany, and the KKH Prien Hospital in Prien, Germany.  However, there exists many other commercial applications in facilities such as cooling towers and food processing plants that could benefit from our system providing protection as well as preventing expensive shut-down periods for cleaning.  Being a new technical solution with more than 160 systems installed in 15 countries, the AO-System® has a good reputation and successful track record, as concluded by our company from contacting current owners of the AO-System®, such as Vinzenz von Paul Hospital in Rottweil, Germany, and Hotel Novotel in Munich, Germany. We also reviewed positive facility water testing results from current clients such as Hotel Novatel in Munich, Germany, and the H.I.T. Haus industrial complex in Dachau, Germany.

The organism that is causing the greatest problems is the Legionella bacteria, the most dangerous and most prevalent water bio-contaminant in the market.  Hydrodynex has learned about dozens of outbreaks in the U.S. and subsequent litigation resulting from those outbreaks.  Legionnaire's, with an average fatality rate of 28%, is estimated by the Center of Disease Control to be responsible for up to 20,000 cases in the United States every year. About 35 percent of all cases are acquired in hospitals, where the death rate from infection can be as high as 40 percent, the CDC said  It is estimated by the U.S. Department of Labor Occupational Safety & Health Administration that in the United States there are between 10,000 and 50,000 cases of Legionnaires' disease each year.  Because of these staggering numbers, Legionella is the number one focus of Hydrodynex at this time.  The primary reason that hospitals have such a high degree of mortality is because many of the individuals in the hospitals have their immune systems compromised due to medication, surgery, chemotherapy, etc.  This phenomenon is also seen in retirement homes.  Below is a chart that has been constructed with data from a Legionella study that quantifies Legionella presence in a variety of topographical areas.

 

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STRATEGY

Our plan of operation for the next 12 months will be the execution of our strategic business plan.   Hydrodynex intends to operate in three phases as follows:

**Phase 1:** Finalization of the Strategic Marketing Plan, complete current audit of Hydrodynex, initial start-up capital realization through asecond private stock offering, securing EPA and State certification, and hiring/training sales and technical personnel.

**Phase 2:** Initiation of marketing and sales activities in selected markets in North America (U.S., Canada, and Mexico).  Full scale commercialization of the AO-System®, including industrialization and after-sale service agreements, for the markets covered by Hydrodynex.  As part of its effort to commercialize the AO-System®, Hydrodynex plans to offer mobile systems which may use a film pouch packaging system.  

**Phase 3:**  Set-up manufacturing in the U.S. when it becomes a viable, profit-increasing option.

The objectives are: 

(a) establish our product as the un-paralleled leader in water disinfection systems, 

(b) enter and cover all market segments in the U.S., Canada, and Mexico.

(c) get the AO-System® required and mandated by local, state, and national insurance agencies and governments.

We have entered into a Memorandum of Understanding with Investmentberatung - Management - Financial Services (“IMF”), under which we will have access to the design parameter and manufacturing right which integrates a unique water packaging system with the AO-System®.  The packaging system utilized in the mobile unit uses a proprietary tri-layer foil in the packaging.  This material keeps the water quality unchanged over many years. 

**C.**   **Hydrodynex Products**

 The AO-System® units that Hydrodynex plans to sell utilize a novel and patented advanced technology broadly known as Anodic Oxidation.  The AO-System® delivers this technology with 11 different reactor unit models to a wide range of water volume parameters and applicable markets such as potable water systems in buildings, municipal water treatment plants, and cooling tower disinfection.  The 11 different models have essentially only two variables in their parameters, a) ability to treat different water flow volumes, and b) ability to treat hot, cold, or both temperatures of water systems.  Improved electrode composition, design configurations, and process tuning, which are characteristics described in the associated patents make this generation of AO-System® more advanced than other AO technologies developed over the past several decades.  We feel that the due diligence information gathering we have performed on other current competing technologies shows that the AO-System® offers higher disinfection standards and we have found various shortcomings in competing technologies, as discussed below in Section E.  When treating water for Legionella bacteria, conventional methods consisting of hyper-chlorination and super heat-flushing are generally known in the industry as temporary fixes and not permanent solutions.  The AO-System® provides a viable technical solution to kill Legionella bacteria and maintain a safe water system environment. 

Initially, Hydrodynex will not produce any products or components; instead it will act as an exclusive master distributor of AO-Systems® in Canada, the United States, and Mexico.  When the volume of sales warrants the setup of an assembly and manufacturing facility in North America, we will enter Phase II of our business plan and take on the responsibility of assembling and manufacturing the units by Hydrodynex or outsource the manufacturing to a reliable subcontractor here in the U.S. or another foreign country.

**D.**   ** Description of Proprietary Technology**

The AO-System® is generally installed as a point-of-entry device on warm and/or cold water systems.  Water passes through a reactor chamber of the unit which contains specially engineered electrodes that produce oxidizing effects in the water as an electrical current is generated to pass from the cathodes to the anodes.  Instrument observed water flow determines the amount of electrical current generated and the computer unit automatically controls the system.  The system can bypass 

 

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itself for regularly scheduled back-wash cleanings which prevent build-up on the electrodes and thereby increase the longevity of the system and its components.

Advanced Anodic Oxidation is an electrochemical in-situ sterilization process which produces deactivating (microbiocidal) oxidants directly from the water being treated. No chemical additives are necessary for the treatment. The water flows into the reactor from the bottom then up through the spaces between the electrodes, serving directly as an electrolyte. The deactivation (killing) of microorganisms such as bacteria, fungi, algae & viruses occurs predominantly through oxidation in the anode boundary layer (due to short life absorbed oxidants), ultimately being optimized for maximum effectiveness.  In operation with neutral pH, another dominant anode mechanisms can be verified, the creation of ozone, which is a strong oxidizing agent, and helps assist in bio-deactivation.  A secondary oxidative effect is the synthesis of hypochlorous acid, a weak acid, but very strong long-life oxidizer that travels out into the distal piping network and disinfects the water and pipes and helps break down biofilm and mineral scaling.

Other benefits of the AO-System® include lowered energy consumption by the facility by not having to raise its warm water network above 55 degrees Celsius.  Many places raise their water temperature up to 70 or even 80 degrees Celsius at night to combat problems they encounter, which results in the danger of scorching to consumers, highly increased pipe corrosion, and dramatically increased energy consumption.  The AO-System® also partially softens water by increasing the solubility of common precipitates and removing solutes within the reactor.  It also cleans existing pipe corrosion and breaks down scaling deposits.  The cost of replacing a piping system in a building is a very expensive, lengthy, and invasive process.

**E.  Other Competing Technologies**

Water treatment and purification systems with increasing complexity and effectiveness have been put into operation worldwide for a number of years.  However, conventional mechanical and chemical purification processes, including hyperchlorination, heat flushing, copper/silver ionization, chlorine dioxide dosing, and other means have proven to be insufficient in preventing the distribution of diseases through this essential nutritional element that water represents, that is why a continuing and substantial number of water borne outbreaks and disease from potable water sources occur.  Recognizing that special disinfection methods had to be developed to eliminate micro-organisms such as bacteria and viruses, heavy chlorination and other chemical treatments, and more recently UV and Ozone treatments, have been introduced. These processes, however, each include significant disadvantages to the AO-System®.  Some, such as hyperchlorination, chlorine dioxide dosing, and salt electrolysis release hazardous byproducts like chlorates and chlorites.  Some can only disinfect water that moves past a static disinfection zone in a pipe and has no residual or distal cleaning effect on bioslime within a system, such as in the case of UV light and Ozonation.   Copper/Silver ionization only has a weak disinfection effect on the water that does not have a satisfactory killing rate of robust bio-contaminants like protozoa and Legionella bacteria.  Below is a chart of comparative technological methods and the strengths and weaknesses of each.

 

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***source- marketing materials of Hydrosystemtechnik GmbH**

**F.   Market Analysis and Competition**

These facts lead to the belief that the Hydrodynex AO-System® process has the potential to replace most of the competing processes.  However, the replacement will be gradual due to the fragmentation of the industry.  Of over 40 companies currently competing in the water disinfection industry, we have found no evidence or data from our due diligence research that suggests that any one company has a U.S. market penetration of more than 10%.  In our correspondence with several industry experts, we found no particular company or technology is a current front-runner and large market share holder in the water disinfection industry.

We believe that the AO-System® has the potential to be the market leader based on the belief that the system has few negative attributes, has dependable technology, and requires little maintenance.  A mid-sized AO-System uses power for operation that is about equivalent to two microwave ovens.  There can be traces of disinfection byproducts when a large 

 

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amount of organic material is suspended in the water being treated.  Because the created oxidants in the system clean lime scaling and existing corrosion, metal piping material can become thinner as the corroded layers are striped away by the oxidants.

Hydrodynex’ management believes that Hydrodynex’ main competitiveness is expected to be based on technological superiority and high disinfection efficacy, rather than price.  Hydrodynex will be competing against companies with products it believes are less efficient and that are less expensive than the AO-System®.  These companies are much larger than ours, have well established market reputations and have substantially more financial resources than our company.  The main currently used disinfection systems are based on heat and chlorination (most common), and more recently, Copper/Silver ionization, chlorine dioxide, sodium electrolysis, UV light, and Ozone systems.

In the last few years, several companies have introduced a Copper/Silver Ionization process which was installed for testing in at least 16 hospitals in 5 states.  This shows that there is indeed a viable market for more efficient disinfection systems.  It should be noted that while that system is simpler than conventional systems, it has numerous deficiencies when compared to the AO-System®, such as heavy maintenance and monitoring requirements, as well as inferior disinfection efficacy as revealed in discussions between our company representatives and a water system specialist at UCLA Medical Center, which currently uses Copper/Silver Ionization onsite.  Chlorine Dioxide is the other major competitor to our technology, but also has several deficiencies when compared with advanced Anodic Oxidation.  Examples would be such things as harmful carcinogenic byproducts, large amounts of dangerous chemical dosing and inefficient Legionella eradication.  Research papers like the following show these chlorine dioxide inadequacies; “Point-of-care controls for nosocomial legionellosis combined with chlorine dioxide potable water decontamination: a two-year survey at a Welsh teaching hospital.” Journal of Hospital Infection, 2005 61(2): p. 100-106,

Electrolytic chlorinators have been seen entering the market recently, but the statistical effects of it on Legionella and Protozoa have not shown perfect results.  Very recently, two more competing companies have marketed “photo-oxidation” and “Reticulated Electro-Catalytic Oxidation Reduction”, but information on these systems is limited and the validity of these systems is yet to be seen.

In management’s opinion, at this point in time, there is no technology similar to advanced AO-Systems® available in the United States.  However, the market resistance against new products and new technical solutions has to be overcome in order for the company to become successful and there is no assurance that this will happen.  Potential customers may be unwilling to purchase from an under-funded development stage company such as ours that has no proven track record and is understaffed.  But we believe that the need for our system is great and we can offer certain advantages, as high-lighted in the above section D.  

The competitive situation may adversely affect Hydrodynex’ sales or capacity to retain or increase clientele or business.  There are no assurances Hydrodynex will be able to successfully compete against these other competitors based on these factors.  In order to compete with these other companies, Hydrodynex plans to attempt competitive pricing, above average customer service, high quality products and provide independent research and testing that will provide conclusive evidence that the AO-System® is the leading and best technology available.  In addition to the technological advantages of the AO-System®, this system is very competitive when it comes to operation and maintenance costs and treatment cost per gallon of water.

We’ve estimated from speaking with competing technology companies that a 250,000 gallon/day Chlorine Dioxide system costs an average of $50,000, with a one year warranty, $400-$16,000 per month in chemicals, and $1,000 per month in maintenance.  The costs for a Copper-Silver ionization machine ranges from $60,000 to $86,000, with expensive electrode replacement costs, short 1-3 year warranties, heavy maintenance, and around $15,000 per year in testing fees.  Our warranties would be over the five year mark and much more attractive to consumers.  The initial purchase price of our system could be higher than most competing systems, however our system will potentially be leased for this water volume for around $3,000 per month, and that is maintenance inclusive and will be very cost competitive when chemical cost, part replacement, unit life, and maintenance difficulty are factored in.  Our system does not use dosing chemicals and will not require frequent part replacement.

 

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**G.**   **Marketing and Sales**

Once certification has been granted by the EPA, we intend to focus our sales and marketing program directly toward certain targets of opportunity.  The most important targets are those where water safety is paramount; in facilities and industries where unhealthy people are exposed to additional disease and lives are being lost, where expensive and reputation tarnishing lawsuits are in abundance, and where other competing products are failing to properly address these issues.  Four primary markets have been researched and evaluated by our management.  These four areas are hospitals, hotels, military applications and applications for mobile disaster relief.  Secondary marketing targets are water cooling towers, food processing facilities, retirement homes, spas, schools, industrial plants, public fountains, pools, water slide parks, cruise ships, etc.

We will attend trade shows and undertake a direct marketing program to key hospitals in the southwestern section of the U.S. Marketing efforts will initially be concentrated in the states of Nevada, Arizona, and California.  Prospective customers and marketing targets include Good Samaritan hospital in Los Angeles, which recently weathered a Legionnaires’ disease lawsuit involving two deaths.  The company is developing a comprehensive marketing brochure to define the differences between the AO-Systems® and other competing water treatment systems now available on the market.  We have already created a website to begin educating the market about the AO-System®- www.HydroDynex.com.

Hydrodynex will also deploy a multi-channel Internet marketing strategy with the primary intention of building brand recognition, educating the consumer of the Hydrodynex value propositions, generating leads and increasing sales through the following tactics:

• Web Presence Development: the Hydrodynex primary website and its supporting network websites will engage in a host of Web marketing strategies. Such strategies will include but are not limited to: Search Engine Optimization (SEO); consistent creation of unique, relevant content that target specific key phrases Hydrodynex consumers are searching for; optimized page TITLE and Meta tags, ALT tags, H1/2/3 headers, URLS, etc.; link building through various web directory submissions and Web presence campaigns such as article submissions, press releases, etc.

• Monthly Email Newsletter and Lead Cultivation: as prospects are added to the Hydrodynex sales pipeline — and in addition to traditional sales/marketing follow up and cultivation tactics—a monthly newsletter will be sent to cultivate prospective clients through value-added messaging, helpful information and sales/marketing information,

• Online Joint Venture Marketing Partnership: Hydrodynex will identify complimentary businesses which support the Hydrodynex model and seek out online marketing partnerships to expand Web presence and sales/marketing objectives.

Subject to receiving the necessary regulatory approvals from the EPA, we will develop all the appropriate technical brochures, presentations, marketing materials, upgrade of our website, and develop a sales team, we will initiate meeting with potential customers and attend key trade shows.  We intend to use an integrated plan that includes a robust and informative web site, target advertising, trade shows and personal contact to establishments that have a reported history of problems related to Legionella.  The identification of potential customer will be determined by a comprehensive analysis of the existing market.  Hydrodynex plans to attend and/or participate in trade shows and do direct mailings and call on to potential clients as its marketing strategy.  Relationships with scientists, organizations, associations, insurance companies, government agencies and media will help in marketing the product.

Each target customer will receive comprehensive marketing communications that address the benefits from the purchase and use of the AO-System®.  The marketing mission will be focused on educating the potential customer and providing information  that relates to how the system is a unique technical solution that will eliminate the deadly virus of Legionella in hospitals, hotels, military applications, mobile disaster relief units, water cooling towers, food processing facilities, retirement homes, spas, schools, industrial plants, public fountains, pools, water slide parks, cruise ships, carwashes, auto plants using water cooling machinery, fountains, ice rinks, air-scrubbing plants, health-club showers, public pools, mines, schools, industrial air-cleaners, prisons, stadiums, homes, cruise ships, etc.

Hydrodynex will also look to present to building construction companies such as Ellerbe Becket and McCarthy Builders and invite them to infuse our systems into their new and old projects.  Builders want their projects to be problem free and safe to the tenants, so an approach such as this should prove profitable.

 

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**H.**   **Patents, Trademarks, and Copyrights**

We are substantially dependent on the ability of Hydrosystemtechnik to obtain and maintain patents and proprietary rights for our product, and to avoid infringing the proprietary rights of others. We have interests in two patents issued by the United States Patent and Trademark Office.  Additional patent applications may be forthcoming from ongoing research and development.

On September 3, 2007, we obtained an exclusive license in Canada, the United States and Mexico from Meinolf Schoeberl and Hydrosystemtechnik to any proprietary technology being developed by Hydrosystemtechnik involving advanced Anodic Oxidation water disinfection units in any markets but the dental market.  

Hydrosystemtechnik GmbH, is the owner of two U.S. patents, numbers 5,395,492 granted on March 7, 1995, and 5,439,576, granted August 8, 1995, both entitled “Apparatus for the Sterilization of Water”.  Both patents describe innovative methods of sterilization of water using anodic oxidation.  Anodic oxidation is a process of using anodes and cathodes inside a reactor chamber for the purpose of conducting high electrical current, which generates over-voltage with respect to oxygen generation, and generates chlorine equivalent oxidants.  The reactor creates a significant amount of oxidants to sterilize the water, but does so in a way without adding chlorine.

We have not filed for any copyright or trademark protection to date.

**I.**   **Employees**

The President and Chief Executive Officer of Hydrodynex, Ronald Kunisaki sold his manufacturing company, Innovative Hockey, Inc.,  two and a half years ago and completed his two-year work contract with the company on December 31, 2008.  Mr. Kunisaki currently does not have other outside employment and dedicates approximately 15 hours per week to our company with no monetary compensation and no employment or other compensation arrangement with our company.  Our Chief Financial Officer, and Treasurer, Richard Kunisaki, is currently a full-time CPA and dedicates approximately five hours per week to our company, also without compensation and without any employment or other arrangement with our company.  Our Chief Operations Officer and Vice President, Jerod Edington, performs employee like services for our company on a part time basis.  Mr. Edington is a part-time business consultant and works approximately 25 hours per week for the benefit of Hydrodynex and was paid $2,500 per month up through September of 2009.  Derek Grant works full time for Qumu, Inc. and dedicates approximately five hours per week to Hydrodynex with no monetary compensation.  Peter Schmid is a part-time investment manager and dedicates approximately five hours per week to Hydrodynex with no monetary compensation.  Mr. Edington and Mr. Schmid were both issued five year stock options in August of 2008. All individuals besides Ronald Kunisaki have other employment and responsibilities outside of Hydrodynex.

**J.  Governmental Regulation**

No AO system has yet been sold or is installed in the U.S., Canada or Mexico, and no system can be sold in the U.S. without approval of the U.S. Environmental Protection Agency (EPA), based on testing that is done by NSF International.  The U.S. EPA and NSF International have partnered to form an Environmental Technology Verification (ETV) Protocol that most states require.  In developing a testing strategy and timeline with NSF International (NSF), the co-developer with the EPA of the required Environmental Technology Verification (ETV) Protocol needed for sales approval, we have estimated that a month would be required to develop the protocol, that about six months would be needed for the ETV testing, and an additional two months would be needed for the report formulation.  

For water disinfection units that pertain to drinking water systems, a Standard 61 leeching test is required throughout the U.S. to determine if chemicals or compounds from the unit’s structure are leeched into the water.  A much simpler Standard 61 testing protocol for leeched contaminants from the unit can be concurrently done by NSF and is estimated to span two months.  Standard 61 is not overseen directly by the EPA, but is required by individual states to allow products to be sold within their state.  Any water treatment device that has “wetted parts”, or parts that come in direct contact with drinking water, must have those parts tested for acceptable levels of leeched contaminants into the drinking water.  Specific parts are exposed to different water temperatures and pH level variables for certain lengths of time to determine if any unacceptable levels of contaminants enter the water.  Once Standard 61 testing is concluded, the tested unit category will earn the NSF 61 mark.  Different volume flows can be bracketed so every specific size of disinfection unit does not have to be tested.  All of our 

 

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current models of AO system units will be encompassed in two bracketed categories, so only two particular models will need to be tested.

If we decide to enter the pool and bathing water system market, a Standard 50 testing must be undertaken to determine if adequate microbial eradication takes place.  Each individual state governs its own regulations as related to water disinfection products and the ETV Protocol.  California, for example, requires pre-approval of the testing protocol be used for the ETV laboratory testing of microbial eradication so that it meets their standards, and California also requires certain Standards to be met depending upon the use of the water disinfection unit, such as the aforementioned Standards 51 and 60.  Other certain non-governmental agencies might also be required to inspect the units for adequacy on such things as seismic activity durability.

Another regulation that is required by state certification programs is electrical safety and grounding testing, often done by Underwriter Laboratories (“UL”).  This type of approval is necessary for selling and installing any electrical device within the United States.  Due to electrical components, motors, and wires, the AO-System® must undergo a thorough investigation by an accredited product safety laboratory such as UL for testing of equipment risk and certification.  This process is estimated to take two months and could cost $25,000 or more..

**ITEM 1A.  RISK FACTORS**

Investing in our securities involves a high degree of risk. In addition to other information contained in this registration statement, prospective purchasers of the securities offered herby should consider carefully the following factors in evaluating Hydrodynex and its business.

The securities we are offering through this registration statement are speculative by nature and involve an extremely high degree of risk and should be purchased only by persons who can afford to lose their entire investment. We also caution prospective investors that the following risk factors could cause our actual future operating results to differ materially from those expressed in any forward looking statements, oral, written, made by or on behalf of us. In assessing these risks, we suggest that you also refer to other information contained in this registration statement, including our financial statements and related notes.

**RISKS****RELATED TO OUR COMPANY AND OUR INDUSTRY***** ***

**We must raise additional capital to make the required product purchase under our license agreement to our licensor.**

Under our original license agreement with our licensor Hydrosystemtechnik, the license remains exclusive subject to Hydrodynex leasing or purchasing an AO-System® prior to November 30, 2009.  We have paid a 50% down payment, but we need to secure additional capital to cover the remaining 50% balance payment in the amount of €17,625 for the AO-System® test reactor unit that has been built for us by our licensor Hydrosystemtechnik.  If this payment is not made by the deadline, the licensor has the option to revert our exclusive license agreement to non-exclusive status.

**If we are unable to meet our milestone and minimum annual sales obligations under the Marketing, Distribution and License Agreement we will lose the exclusivity of the license and the licensor could terminate the license agreement.**

Under our license agreement with our licensor Hydrosystemtechnik we are required to meet a number of specific milestones by certain dates, which, if we fail to achieve the required milestones, our license agreement will become non-exclusive, damaging our competitive situation, or the licensor could decide to terminate the agreement.  We have currently not met any of our milestone obligations.  In addition, we are required to meet certain minimum annual sales volumes based on net purchase value of sales for calendar years beginning in 2010.  If we are unable to meet those minimum annual sales volumes our license will become non-exclusive and in addition, our licensor could terminate the agreement.

**If we are unable to obtain approval from the Environmental Protection Agency to commercially sell the anodic oxidation water treatment/disinfection systems in the United States by March 3, 2010, our license can revert to a non-exclusive license and our licensor could terminate the license agreement.**

Under the terms of our license agreement with our licensor Hydrosystemtechnik we are required to gain approval from the Environmental Protection Agency by March 3, 2010, thirty months after the effective date of our license agreement.  The verification and certification process leading to such approval involves extensive testing and is an expensive process.  We 

 

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will have to raise additional capital to pay for the independent verification and certification process leading to approval.  We have made contact with staff at NSF, gotten price quotes, and met with NSF representatives in person.  We are currently awaiting completion of the test reactor that we have ordered from our licensor so that we can begin the testing process with NSF.  If we fail to meet the deadline for approval from the EPA for the AO System water disinfection technology, we will not be able to commercially sell it in the United States, our license will become non-exclusive and our licensor could terminate the amended license agreement.

**We must pay license fees, royalties, and purchase products using a different currency.**

 Fees and royalties to our licensor, as well as minimum annual sales targets and purchases from Licensor are all in Euros.  We also purchase wholesale goods from our foreign licensor in Euros.  Further weakening of the dollar could significantly increase our cost of goods, our fees payable under the license agreement, as well as the minimum annual sales targets we are required to meet.

**If we are able to secure approval from the Environmental Protection Agency, we may not be able to establish sufficient sales and marketing capabilities in the U.S. or enter into agreements with third parties to sell and market any products due to our lack of experience in these areas, we may not be able to generate product revenue.**

We do not currently have an organization for the sales, marketing and distribution of our product. In order to market any products, we must build our sales, marketing, managerial and other non-technical capabilities or make arrangements with third parties to perform these services.  In addition, we have no experience in developing, training or managing a sales force and will incur substantial additional expenses in doing so. The cost of establishing and maintaining a sales force may exceed its cost effectiveness.  Furthermore, we will compete with many companies that currently have extensive and well-funded marketing and sales operations.  Our marketing and sales efforts may be unable to compete successfully against these companies.  If we are unable to establish adequate sales, marketing and distribution capabilities, whether independently or with third parties, we may not be able to generate product revenue and may not become profitable. 

**We are initially dependent on third-party manufacturers, over whom we have limited control.   **

               The manufacturing process of the AO-Systems® and any other ancillary replacement components has initially been outsourced to the Licensor, pursuant to the terms of the existing License Agreement between Hydrodynex and Hydrosystemtechnik GmbH.  The Licensor is dependant upon many third party vendors in Germany and other European countries to supply essential components, which are assembled and tested in the Licensor’s manufacturing facility in Germany.  We do not have any manufacturing facilities and expect to rely upon Hydrosystemtechnik to properly manufacture our products.  Our dependence upon a third party for the manufacture of our proposed products may adversely affect our profit margins and our ability to develop and deliver proposed products on a timely and competitive basis.  Any delays in manufacturing and distribution will have an adverse impact on the price of our Company’s shares.

**We may be subject to product liability claims.**

The sale of the AO-Systems® may expose us to the risk of significant losses resulting from product liability.  Although we intend to obtain and maintain product liability insurance to offset some of this risk, we may be unable to secure such insurance or it may not cover certain potential claims against us.  

We may not be able to afford to obtain insurance due to rising costs in insurance premiums in recent years.  If we are able to secure insurance coverage, we may be faced with a successful claim against us in excess of our product liability coverage that could result in a material adverse impact on our business.  If insurance coverage is too expensive or is unavailable to us, we may be forced to self-insure against product-related claims.  Without insurance coverage, a successful claim against us and any defense costs incurred in defending ourselves may have a material adverse impact on our operations. 

**As a result of our limited operating history, we may not be able to correctly estimate our future operating expenses, which could lead to cash shortfalls.**

We have only a limited operating history from which to evaluate our business.  We have not generated revenue to date. Accordingly, our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in an early stage of development.  We may not be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business, operating results and financial condition.

 

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Because of this limited operating history and because of the emerging nature of the markets in which we compete, our historical financial data is of limited value in estimating future operating expenses.  Our budgeted expense levels are based in part on our expectations concerning future revenues.  However, our ability to generate revenues depends largely on purchase orders generated from hospitals,hotels, retirement homes, government buildings, and cooling tower installations. 

Moreover, if we generate orders from hospitals, hotels, retirement homes, government buildings, and cooling tower installations, the size of any future revenues depends on the choices and demand of individual consumers, which are difficult to forecast accurately.  We may be unable to adjust our operations in a timely manner to compensate for any unexpected shortfall in revenues.  Accordingly, a significant shortfall in demand for our products could have an immediate and material adverse effect on our business, results of operations, and financial condition.

Our operating results may fluctuate as a result of a number of factors, many of which are outside of our control.  For these reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as any indication of our future performance.  Our quarterly and annual expenses are likely to increase substantially over the next several years, and revenues from the sale of the AO-Systems® may not meet our expectations. Our operating results in future quarters may fall below expectations.  Any of these events could adversely impact our business prospects and make it more difficult to raise additional equity capital at an acceptable price per share.  Each of the risk factors listed in this “Risk Factors” section may affect our operating results. 

Our business, the technology and the water treatment industry are constantly changing and evolving over time.  Furthermore, we compete in an unpredictable industry and regulatory environment.  Our ability to succeed depends on our ability to receive approval from the Environmental Protection Agency and being able to successfully compete in the water treatment market.  As such, our actual operating results may differ substantially from our projections.

**Hydrodynex has never earned a profit and is currently operating under a net loss. There is no guarantee that we will ever earn a profit.**

From our inception on May 12, 2006 to the accounting period ended on June 30, 2009, Hydrodynex has not generated any revenue.  Rather, Hydrodynex operates under a net loss, and has an accumulated deficit of $172,748 as of the period ended June 30, 2009.  Hydrodynex does not currently have any revenue producing operations. Hydrodynex is not currently operating profitably, and it should be anticipated that it will operate at a loss at least until such time when the production stage is achieved, if production is, in fact, ever achieved.

**If we are unable to obtain financing in the amounts and on terms and dates acceptable to us, we may not be able to expand or continue our operations and development and so may be forced to scale back or cease operations or discontinue our business. You could lose your entire investment.**

We will need to obtain additional financing in order to complete our business plan.  We currently do not have any operations and we have no income.  We are an early stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence, implement and complete our business plan and based on our current operating plan, we do not expect to generate revenue that is sufficient to cover our expenses for at least the next twelve months.  We will require financing in order to get regulatory approval and initiate operations described in the section entitled, "Business of the Issuer.” We need to raise a minimum of $400,000 to implement and complete the first phase of our business plan.  There will be an addition requirement of $2,000,000 to complete the second phase of our business plan.,   There is no assurance that we will be successful in raising these funds and in the event were are successful, there is no assurance that the terms and conditions of these funds will be in the best interest of our company or our shareholders.  We do not have any arrangements for financing and we may not be able to find such financing if required.  We will need to obtain additional financing to operate our business for the next twelve months, and if we do not, our business will fail.  We will raise the capital necessary to fund our business through a Prospectus and private offering of our common stock or units consisting of common stock and stock purchase warrants.  Obtaining additional financing would be subject to a number of factors, including investor acceptance of Company’s business strategy, its technology and investor sentiment.  These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.

We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing when such funding is required.  Obtaining additional financing would be subject to a number of factors, including investor acceptance of our product and our business model.  Furthermore, there is no assurance that we will 

 

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not incur further debt in the future, that we will have sufficient funds to repay our future indebtedness, or that we will not default on our future debts, thereby jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to maintain our operations, which might result in the loss of some or all of your investment in our common stock.

Our company anticipates that the funds that were raised from private placements by way of subscription agreements and funds advanced from directors will not be sufficient to satisfy our cash requirements for the next twelve month period.  Also, there is no assurance that actual cash requirements will not exceed our estimates.  In particular, additional capital may be required in the event that:

|        |    |                                                                                                       |
|--------|----|-------------------------------------------------------------------------------------------------------|
|   | 1. | we incur unexpected costs in our independent testing programs;                                        |
|   | 2. | we are unable to create a substantial market for our products;                                        |
|   | 3. | we incur any significant unanticipated expenses; and                                                  |
|   | 4. | we find that we need to spend additional funds to educated the market and promote the new technology. |

The occurrence of any of the aforementioned events could prevent us from pursuing our business plan, expanding our business operations and ultimately achieving a profitable level of operations.

We depend almost exclusively on outside capital to pay for the continued development of our business and the marketing of our products.  Such outside capital may include the sale of additional stock, shareholder and director advances and/or commercial borrowing.  There can be no assurance that capital will continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us will result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may not be able to expand or continue sales of the AO-Systems®  for the treatment of water and so may be forced to scale back or cease operations or discontinue business and you could lose your entire investment

**Our company was recently formed, and we have not proven that we can generate a profit. If we fail to generate income and achieve profitability investment in our securities may be worthless.**

We have no operating history and have not proved we can operate successfully.  We face all of the risks inherent in a new business.  If we fail, investments in our common stock will become worthless.  From inception of May 12, 2006 to the audited period ended on June 30, 2008 and the audited period through June 30, 2009, we incurred a net loss of $(81,706) and $(172,748) respectively and did not earn any revenue. Hydrodynex does not currently have any revenue producing operations.

**We rely on our senior management and will be harmed if any or all of them leave.**

Our success is dependent on the efforts, experience and relationships of Jerod Edington.  If this individual were unable to continue in his role, the business would be adversely affected as to its business prospects and earnings potential.  We do not currently carry any insurance to compensate for any such loss.  Mr. Edington’s decisions and choices may not take into account standard engineering or managerial approaches marketing companies in the water treatment industry commonly use.  Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry.

**We may find it very difficult or impossible for Hydrodynex to find suitable employees in the future or to find third party consultants to assist Hydrodynex.    **

Hydrodynex currently relies heavily upon the services and expertise of Jerod Edington and Ronald Kunisaki.  In order to implement the business plan of Hydrodynex, management recognizes that additional management will be required at some point in the future.  However, on a near term basis, Hydrodynex will outsource most services and utilize independent consultants as much as possible.  The group of five directors, which includes these two officers, are the only personnel at the 

 

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outset of operations.  The five officers can manage the office functions until Hydrodynex can generate enough revenues to hire additional employees.

**Because a small number of existing shareholders own a large percentage of our voting stock, you will have minimal influence over shareholder decisions.**

Certain individuals have significant stock ownership in our Company and will retain significant control of Hydrodynex in the future. We anticipate that our founders, executive officers, directors, employees and early-stage investors will together own 100% of the voting power of our outstanding capital stock.  As a result of such ownership concentration, this group will have significant influence over the management and affairs of our business.  They will also exert considerable, ongoing influence over matters subject to stockholder approval, including the election of directors and significant corporate transactions, such as a merger, sale of assets or other business combination or sale of our business.  This concentration of ownership may have the effect of delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would benefit other shareholders.

**There are many competitors in our market and we may not be able to effectively compete against them.**

The business of marketing water disinfection systems is highly competitive. This market segment includes numerous technologies, manufacturers, distributors, marketers and retailers that actively compete for the business of commercial water treatment in North America.  In addition, the market is highly sensitive to the introduction of new products and technologies that may rapidly capture a significant share of the market. As a result, our ability to remain competitive depends in part upon its successful introduction and end user acceptance of a new product.

**We are a development stage company, which means our operations may not be successful.**

We were incorporated on May 12, 2006 and although we have certain assets, we have not executed our business model and are considered to be in the development stage. Our ability to maintain and achieve profitability is dependent on the execution of our business plan to generate cash flow to fund future growth. There can be no assurance that our results of operations or marketing strategy will prove successful.

**RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL**

**If we are unable to obtain additional capital, we may have to curtail or cease operations.**

We expect that we will need to raise funds by the end of the fourth quarter of 2009 in order to meet our working capital requirements.  At present, we believe that we can continue operations for a period of approximately three months based upon our present monthly use of funds that were raised from shareholders in a private placement or funds that could be provided as loans by the officers, directors and shareholders.  We may not be able to obtain additional financing on terms favorable to us, if at all. If adequate funds are not available to us, we may have to curtail or cease operations after the end of the third quarter, which would materially harm our business and financial results. To the extent we raise additional funds through further issuances of equity or convertible debt or equity securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Furthermore, any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.

**We have no operating history that makes an evaluation of our business difficult.**

Our lack of operating history makes it difficult to evaluate our current business and prospects or to accurately predict our future revenues or results of operations. Our business model, and accordingly our revenue and income potential, is new and unproven. In addition, early-stage companies are subject to risks and difficulties frequently encountered in new and rapidly evolving markets.

 

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**We have a new and unproven business model, a new technology and may not generate sufficient revenues for our business to survive or be successful.**

Our business model is based on the commercial viability of a new patented technology and products not sold previously in North America.  In order for our business to be successful, we must not only develop viable marketing channels that directly generate revenues, but also provide educational content to end users to create demand for our products and technology.  Our business model assumes that end users in many markets will see the value of our technology and products and we will be able to generate revenues through sales to end users.  Each of these assumptions is unproven, and if any of the assumptions are incorrect, we may be unable to generate sufficient revenues to sustain our business or to obtain profitability.  At the present time, we have no contracts, arrangements or agreements with either end users or distributors.

**Because of our limited resources and the speculative nature of our business, there is substantial doubt as to our ability to operate as a going concern.**

The report of our independent auditors, on our audited financial statements as of and for the fiscal year ended June 30, 2009 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern.  Our operations are dependent upon our ability to obtain financing and our ability to achieve future profitable operations from the development of our business model.  If we are not able to continue as a going concern, it is likely investors will lose their entire investment.

**We have no operating history and expect to incur losses in the future.**

We have no operating history and have generated no revenues. We have not achieved profitability and expect to incur losses for the foreseeable future. We expect those losses to increase as we continue to incur expenses to develop our products and services. We believe that our business depends on our ability to significantly increase revenues and to limit our operating expenses. If our revenues fail to grow at anticipated rates or our operating expenses increase without a commensurate increase in our revenues, or we fail to adjust operating expense levels appropriately, we may never be able to achieve profitability.

 **Our future operating results are likely to be volatile and may cause our equity value to fluctuate.**

Our future revenues and operating results, if any, are likely to vary from quarter to quarter due to a number of factors, many of which are outside of our control. Factors, which may cause our revenues and operating results to fluctuate, include the following:

|        |            |                                                                                                       |
|--------|------------|-------------------------------------------------------------------------------------------------------|
|   | **•** | the willingness of  distributors to market our products;                                         |
|   | **•** | market acceptance of our technology and AO Systems;                                                   |
|   | **•** | the timing and uncertainty of sales cycles;                                                           |
|   | **•** | new products and services offered by current or future competitors; and                               |
|   | **•** | general economic conditions, as well as economic conditions specific to the water treatment industry. |

**We are subject to all of the risks and uncertainties associated with the water treatment industry, all of which may have an adverse impact on our business and results of operations.**

Our future operating results will depend upon numerous factors beyond our control, including the acceptability of our products and technology by end users, national, regional and local economic conditions, changes in demographics, the availability of alternative forms of water treatment, critical reviews and existing competition, which change rapidly and cannot be predicted.  If we are unable to successfully anticipate and respond to changes in attitude by end users, our business and operating results will be adversely affected.

**Current or future government regulations may add to our operating costs.**

 

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We may face unanticipated operating costs because of potential changes in governmental regulations related to water treatment standards.   We have no assurance that the independent testing to be undertaken by NSF International will result in favorable data that will be accepted by the Environmental Protection Agency.  Laws and regulations may be introduced and court decisions reached that affect the water treatment standards or other characteristics of water deemed to be disinfected.  Complying with new regulations could increase our operating costs. Furthermore, we may be subject to the laws of various jurisdictions where we actually conduct business. Our failure to qualify to do business in a jurisdiction that requires us to do so could subject us to fines or penalties and could have a material adverse impact on our business and operations.

**If we fail to attract end users, distributors or professional sales personnel for our products may have an adverse impact on our business.**

Our success depends upon our ability to attract capable distributors and as well as in-house sales representatives to enter into arrangements with us to sell our products to end users.  If we do not continually augment and improve our marketing channels, we will not be able to sustain a sales level that will support our operations without the infusion of additional capital.

 **If we do not effectively educate end users on the benefits of the AO-Systems®, we will not have sufficient demand for our products.**

Our business plan is predicated on our company attracting active and loyal support from end users interested in the disinfection of water, principally hospitals.  Our target market will be end users that have a specific need in having the safest, purest and healthiest water possible for consumption or utilization in their commercial business. There can be no assurance that there will be significant support from our efforts to educate end users on this new technology of disinfection of water.  Failure to achieve recognition and acceptance of this new technology by hospital and other commercial end-users in a timely fashion will have a material adverse effect on the sales cycle and may require us to incur unexpected incremental marketing expenses to educate and inform the market place.

**Delivery of our products may be interrupted due to international political situations, natural disasters or other causes.**

Our products are manufactured in Europe and delivery can be a problem.  We are subject to the risk that delivery of our products may be interrupted as a result of natural disasters such as earthquakes and fires or capacity constraints with our vendors’ or suppliers’ hardware.  Any such interruptions may lead to a loss of customers or distributors and, accordingly, may adversely affect our business and results of operations.

**RISKS RELATED TO OUR STOCK**

**There is not now, and there may not ever be, an active market for our common stock.**

              There currently is no market for our common stock.  Further, although the common stock of Hydrodynex is quoted on the OTC Bulletin Board, trading of its common stock may be extremely sporadic.  For example, several days may pass before any shares are traded.  There can be no assurance that although listed on an exchange,  a more active market for such common stock would develop.  Accordingly, investors must therefore bear the economic risk of an investment in our shares for an indefinite period of time.

**If you purchase shares of our common stock you will experience immediate and substantial dilution.**

If you purchase shares, you will incur immediate and substantial dilution in pro forma net tangible book value.  If Hydrodynex sells additional shares of common stock or issues warrants in the future and these holders of outstanding options and warrants exercise those options and warrants, you will incur further dilution.  In the event we obtain any additional funding, such financings are likely to have a dilutive effect on the holders of our securities. In addition, we have adopted an employee stock option plan under which officers, directors, consultants and employees will be eligible to receive stock options exercisable for our securities at exercise prices that may be lower than the Offering Price.  Such stock option grants, if any, may dilute the value of the securities.

**If our stock trades at a relatively small volume, shareholders may not be able to sell their shares without depressing the market price of the shares.**

 

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If a market for our common stock is established, it may be possible that a relatively small volume of shares will trade on a daily basis. A small volume is indicative of an illiquid market. In the event there is a relatively small volume of shares being traded on a daily basis, shareholders may be unable to sell their shares without causing a depressive effect on the price of our common stock.

**Our stock is a penny stock.  Trading of our stock may be restricted by the SEC's penny stock regulations and the NASD’s sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.**

Hydrodynex’ common shares may be deemed to be “penny stock” as that term is defined in Regulation Section “240.3a51-1” of the Securities and Exchange Commission (the “SEC”).  Penny stocks are stocks: (a) with a price of less than U.S. $5.00 per share; (b) that are not traded on a “recognized” national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ - where listed stocks must still meet requirement (a) above); or (d) in issuers with net tangible assets of less than U.S. $2,000,000 (if the issuer has been in continuous operation for at least three years) or U.S. $5,000,000 (if in continuous operation for less than three years), or with average revenues of less than U.S. $6,000,000 for the last three years.

Section “15(g)” of the United States Securities Exchange Act of 1934, as amended, and Regulation Section “240.15g(c)2” of the SEC require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account.  Potential investors in Hydrodynex’ common shares are urged to obtain and read such disclosure carefully before purchasing any common shares that are deemed to be “penny stock”.

Moreover, Regulation Section “240.15g-9” of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor.  This procedure requires the broker dealer to: (a) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (b) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (c) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (d) receive a signed and dated copy of such statement from the investor confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in Hydrodynex’ common shares to resell their common shares to third parties or to otherwise dispose of them.  Stockholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

(i)

control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer

(ii)

manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases

(iii)

boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons

(iv)

excessive and undisclosed bid-ask differential and markups by selling broker-dealers

(v)

the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

 

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**RISKS RELATED TO OUR INTELLECTUAL PROPERTY**

**Our intellectual property rights are valuable, and our inability to protect them could reduce the value of our products, services and brand.**

We do not own any patents or intellectual property.  We have an exclusive license agreement with Hydrosystemtechnik GmbH, which initially grants us the right to market the AO-Systems® in North America and in the future, we have an option to manufacture and assemble the AO-Systems® here in the US or by utilizing a subcontract manufacturer in other countries.  The patents issued in the U.S. were granted in 1995.  U.S. trademarks, trade secrets, copyrights and other intellectual property rights are owned by the licensor, which we have access to by virtue of the terms and conditions of the exclusive License Agreement.  This intellectual Property is currently outside of our direct control and could jeopardize our ability to implement our business plan.  In addition, the efforts made by Hydrosystemtechnik, GmbH, to protect the intellectual property rights may not be sufficient or effective.  Any significant impairment of the intellectual property rights could harm our business indirectly or our ability to compete.  Protecting the intellectual property rights is costly and time consuming, and the unauthorized use of the intellectual property could cause these costs to rise significantly and materially affect our operating results.  We are required to pay 50% of the direct costs related to preparing and prosecution of patents and patent applications, including legal fees, filing fees maintenance fees and transaction costs within the licensed territory, so long as our license agreement with Hydrosystemtechnik GmbH remains in effect.

While the goal of Hydrosystemtechnik GmbH is to obtain patent protection for their innovations, they may not be patentable or they may choose not to protect certain innovations that later turn out to be important for our business.  Even if Hydrosystemtechnik GmbH does obtain protection for its innovations, the scope of protection gained may be insufficient or a patent issued may be deemed invalid or unenforceable, as the issuance of a patent is not conclusive as to its validity or as to the enforceable scope of the claims of the patent.  The patenting process, enforcement of issued patents, and defense against claims of infringement are inherently costly and risky.   Hydrosystemtechnik GmbH may not have the financial resources to defend its patents, thereby reducing our competitive position and our business prospects.  Specific risks associated with the patent process include the following: 

**The United States Patent and Trademark Office may not grant patents of meaningful scope based on the applications already filed and those that may be filed in the future.  **

If the current patents do not adequately protect the technology and the industrial applications, then we will not be able to prevent imitation and the product may not be commercially viable.

**Changes in or different interpretations of patent laws in the United States may permit others to use our discoveries or to develop and commercialize our technology and products without providing any compensation to us.    **

Although we try to avoid infringement, there is the risk that we will use a patented technology owned by another person or entity and/or be sued for infringement.  For example, U.S. patent applications are confidential while pending in the Patent and Trademark Office, and patent offices in foreign countries often publish patent applications for the first time six months or more after filing.  Further, we may not be aware of published or granted conflicting patent rights.  Any conflicts resulting from patent applications and patents of others could significantly reduce the coverage of the patents and limit our ability to obtain meaningful patent protection.  In addition, defending or indemnifying a third party against a claim of infringement can involve lengthy and costly legal actions, and there can be no guarantee of a successful outcome.

**ITEM 2.**   **PROPERTIES.**

Our executive office is currently located at 230 Bethany Rd., Ste. #128, Burbank, CA 91504. The 150 square foot office is provided by Jerod Edington, the Chief Operating Officer and Vice President of Hydrodynex at no cost to Hydrodynex.  We believe our current premises are adequate for our current operations and we do not anticipate that we will require any additional premises until such time as Hydrodynex raises additional capital.

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**ITEM 3.**   **LEGAL PROCEEDINGS.**

We are not involved in any legal proceedings, and there are no material pending legal proceedings of which we are aware.

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

Hydrodynex did not submit any matters to a vote of its stockholders in our fiscal year ending June 30, 2009.

 

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**PART II**

**ITEM 5.**   **MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.**

 

Our common stock has been quoted on the OTC Bulletin Board since March 26, 2009.  Since its quotation on OTC Bulletin there has been no trading activity of any kind and consequently there are no historical share prices to report.

 

The transfer agent of Hydrodynex is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501.

As of June 30, 2009, there were 43 holders of record of Hydrodynex’ common stock, of which 1,765,000 were issued and outstanding.

We have never paid cash dividends on our common stock. We presently intend to retain future earnings, if any, to finance the expansion of our business and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future dividend policy will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors.

Recent Sales of Unregistered Securities; Use of Proceeds From Unregistered Securities

On January 23, 2009, Hydrodynex, Inc. entered into definitive agreements relating to the private placement of $50,000 of its securities through the sale of 250,000 shares of its common stock at $0.20 per share to a single, accredited investor. The purchaser in the private placement was Ronald Kunisaki.   In conjunction with the private placement, there were no fees, commissions or professional fees for services payable.  The placement was undertaken by the officers of Hydrodynex.  The private placement of these securities was exempt from registration under the Securities Exchange Act of 1933, as amended (the “Act”), pursuant to Section 4(2) thereof, and Rule 506 promulgated by the SEC under the Act.

On July 25, 2009 and August 23, 2009, we issued 17,280 and 21,600 shares of common stock, respectively, to two outstanding convertible bridge loan holders, Triax Capital Management and Kyle Drexel, respectively.  Per the one-year convertible bridge loan agreements entered into by the company and these two individuals in July and August of 2008, the loans and interest accrued were converted at the request of the said creditors to common stock shares at the agreed conversion price of $.25 per share.  The private placement of these securities was exempt from registration under the Securities Exchange Act of 1933, as amended (the “Act”), pursuant to Section 4(2) thereof

The proceeds from these sales of unregistered securities were used to paying outstanding debt.  We have exhausted the proceeds from these sales of our stock due to the payment of accounts payable.

**ITEM 6.   SELECTED FINANCIAL DATA**

**Not applicable.**

**ITEM 7.**   **MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.**

THE FOLLOWING PLAN OF OPERATIONS SECTION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ON PAGES 31 THROUGH 42 FOLLOWING THE SIGNATURE PAGES OF THIS ANNUAL REPORT ON FORM 10-K. ALL STATEMENTS IN THIS ANNUAL REPORT RELATED TO HYDRODYNEX’ CHANGING FINANCIAL OPERATIONS AND EXPECTED FUTURE OPERATIONAL PLANS CONSTITUTE FORWARD-LOOKING STATEMENTS. THE ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED OR EXPRESSED IN SUCH STATEMENTS.

**A.**   **General.**

Hydrodynex, Inc. was organized under the laws of the state of Nevada on May 12, 2006 and is doing business as a marketer of the AO-Systems® water treatment units.  We intend to manufacture or assemble and distribute the AO-Systems products in North America under the terms of our License agreement with Hydrosystemtechnik GmbH.  Since commencement 

 

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of operations in 2006, substantially all of our efforts to date have been devoted to and limited primarily to organization, initial capitalization, market research, producing marketing materials and a website, securing a marketing agreement, preparing a comprehensive business and operating plan, evaluating the regulatory requirements to sell water treatment systems in the U.S., Canada and Mexico, and undertaking a marketing feasibility study.   Extensive research has been done on competing technologies and the water contaminants that most adversely affect water systems at the present time.  Legionella protection is the strongest market opportunity identified by Hydrodynex to date.  We will make Legionella our primary target market because of its wide prevalence and the high percentage of death resulting from infection.

Under our license agreement with our licensor Hydrosystemtechnik, we paid a non-refundable license fee creditable to royalty payments in the amount of €10,000 in 2007.  We were previously obligated to make a second non-refundable license fee in the amount of €20,000 on June 1, 2008.  Under the terms of the amended license agreement, Hydrosystemtechnik agreed in writing to an extension of the due date for the second license payment from June 1, 2008 to January 31 2009, and the second license payment was paid in full by that deadline.  A third license fee in the amount of €20,000 will be due upon certification and approval of the AO-Systems® by the US Environmental Protection Agency for commercial sales in the United States

We are currently organizing our distribution/dealer and direct marketing programs, which consists of placing our product in commercial buildings, retirement homes, cooling towers, and military installations. Our primary focus will be on establishing the defined sales channels and supporting them with meaningful marketing programs to the extent that funds are available.  We have not sold any product to date and have generated no revenues from operations.

Our plan of operation for the next 12 months will be the execution of our strategic business plan.  Hydrodynex intends to operate in three phases as follows:

**Phase 1:** Finalization of the Strategic Marketing Plan, complete the current audit of Hydrodynex, initial start-up capital realization through asecond private stock offering, undertaking independent testing, securing EPA and State certification, and hiring/training sales and technical personnel.

**Phase 2:** Initiation of marketing and sales activities in selected markets in North America (U.S., Canada, and Mexico).  Full scale commercialization of the AO-System®, including industrialization and after-sale service agreements, for the markets covered by Hydrodynex.  As part of its effort to commercialize the AO-System®, Hydrodynex plans to offer mobile systems which may use a film pouch packaging system.  

**Phase 3:**  Set-up manufacturing in the U.S. when it becomes a viable, profit-increasing option.

We need to raise a minimum of $400,000 to complete the first phase of our plan of operations and $2,000,000 to complete the second phase, for a total of $2,400,000 to implement both phases of our business plan.  In August 2008, we raised $12,000 and issued a convertible promissory note in that amount and 12,000 three year warrants exercisable at $1 per share to three investors as part of a $50,000 bridge loan.  The convertible promissory note earned interest at a rate of 8% per annum and matured one year from the date of issuance.  The terms converted it automatically into common shares at $0.50 per share upon the closing of an equity financing of at least $400,000 (including funds received under the bridge loan) prior to the maturity date.  Since the financing did not close prior to the maturity date of the convertible promissory note, one holder was paid back $3,000 in cash with interest of $240, and the other two holders converted their notes totaling $9,000 plus $720 into common stock at $0.25 per share on the maturity date for a total of 38,880 shares.

Subject to raising additional capital, our projected monthly rate of expenditure is estimated at $4,000 for general and administrative costs.  We anticipate that supporting our operations and implementing Phase I of our business plan for the next 12 months will require a minimum of $400,000.  This includes approximately $30,000 for accounting, legal and auditing fees.  The balance of the funds would be utilized for independent testing, purchase of equipment for testing, marketing materials, advertising, insurance, employee training, travel, office lease, licenses, shipping and import costs, employee salary, and other budget costs.

 

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**B.  Results of Operations**

Since Hydrodynex was formed on May 12, 2006, it has not earned any revenues and has incurred a net loss since its inception of $172,748 through June 30, 2009. The following table provides selected financial data about our company for the fiscal year ended June 30, 2009 and June 30, 2008, respectively.

|                                     |               |               |               |         |               |
|-------------------------------------|---------------|---------------|---------------|---------|---------------|
| Balance Sheets Data                 | June 30, 2009 |          | June 30, 2008 |
| Cash                                | $             | 75       |          | $  | 518      |
| Advance on purchase                 |          | 26,991   |          |    | 26,991   |
| Prepaid patent application costs    |          | 6,997    |          |    | 6,997    |
| Deferred license fees               |          | 68,175   |          |    | 68,175   |
|                                |          |          |          |    |          |
| Total assets                        | $             | 103,219  |          | $  | 104,670  |
| Total liabilities                   | $             | 106,578  |          | $  | 81,706   |
| Stockholders’ equity (deficit) | $             | (3,359)       |          | $  | 22,964   |

Our cash in the bank at June 30, 2009 was $75.  Net cash provided by financing activities since inception through June 30, 2009 was $204,600 from the sale of our common stock, proceeds from convertible notes payable, and accrued expenses from a related party.

For the twelve months ended June 30, 2009, our total expenses were $86,463 as compared to $84,454 for the twelve month period ending June 30, 2008.  The expenses were similar for the two fiscal years, no significant increases or decreases were seen.  We do not presently expect our expenses to increase in next twelve months.

In its report on our June 30, 2009 audited financial statements, our auditors expressed an opinion that there is substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.  We have been in the developmental stage and have had no revenues since inception. For the period from May 12, 2006 (inception) through June 30, 2009, we recorded a net loss of $172,749. Our continuation as a going concern is dependent upon future events, including our ability to raise additional capital and to general positive cash flows. There can be no assurances to that effect.

**C.**   **Liquidity and Capital Resources.**

 

We are currently financing our operations from the proceeds from private placements of our common stock during the past two years.  As of June 30, 2009, we had cash in the amount of $75.  We will need to raise additional capital, take loans, or generate revenue by the end of October or curtail our operations.  As mentioned above, in July and August 2008, we raised $12,000 and issued a convertible promissory note in that amount and 12,000 three year warrants exercisable at $1 per share to three investors as part of a $50,000 bridge loan.  We raised a total of $100,000 pursuant to Rule 504 of Regulation D of the Securities Act of 1933 in December 2007.

As of June 30, 2009, we had $75 in cash and cash equivalents. We do not have any available lines of credit. Since inception we have financed our operations from private placements of equity securities and loans from shareholders.

Net cash used in operating activities during the fiscal year ended June 30, 2009 was $98,043 resulting in a net loss of $86,463.

Net cash from financing activities for the fiscal year ended June 30, 2009 was:

-

$9,000 generated from our August 2008 convertible bridge loan agreements that was subsequently converted to stock in August 2009.

-

$7,500 from sale of common stock at $.50 per share from a single investor on November 25, 2009.

-

$50,000 from sale of common stock at $.20 per share from a single investor on January 23, 2009.

We plan to finance our needs principally from a private placement stock offering for shares in the company.

 

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We do not have sufficient capital to carry on operations past October 2009, but we plan to raise additional capital in a private stock offering to secure funds needed to finance our plan of operation for at least the next twelve months. However, this is a forward-looking statement, and there may be changes that could consume available resources before such time. Our long term capital requirements and the adequacy of our available funds will depend on many factors, including the eventual reporting company costs, public relations fees, technology verification costs, among others.

We are pursuing potential equity financing, sub-licensing and other collaborative arrangements that may generate additional capital for us.  We cannot assure you that we will generate sufficient additional capital or revenues, if any, to fund our operations beyond October 2009, that any future equity financings will be successful, or that other potential financings through bank borrowings, debt or equity offerings, or otherwise, will be available on acceptable terms or at all.

If we cannot generate sufficient financing or revenues to continue operations, we will suspend or cease operations.  By virtue of our inability to secure financing or generate revenues over the preceding year, we will begin to seek out other sources of cash, including new investors, joint venture and strategic partners or loans from our officers or directors.  If we cease operations, we do not know what we would do subsequently and we have no plans to do anything in such event.  We have no plans to dissolve statutorily at this time, under any circumstances.  We are engaged in general discussions with multiple companies who may be interested in acquiring us.  As of this date there is no definitive agreement signed and there is no assure that any acquisition will be feasible in the future and in the event there is an acquisition, there is no assurance that it will be in the best interest of our shareholders.

**D.**   **Critical Accounting Policies and Estimates.**

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. All significant accounting policies have been disclosed in Note 2 to the financial statements included in this Form 10-K.  Our critical accounting policies are:

**Use of estimates**

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

**Revenue Recognition**

The Company will derive its revenue from sales contracts with customers with revenues being generated upon the shipment of goods upon the Company commencing operations.  Persuasive evidence of an arrangement is demonstrated via invoice, product delivery is evidenced by warehouse shipping log as well as a signed bill of lading from the trucking company or third party carrier and title transfers upon shipment, based on free on board (“FOB”) warehouse; the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.

**Foreign currency transactions**

The Company has adopted the guidelines as set out in Statement of Financial Accounting Standards No. 52*“Foreign currency translation”* (“SFAS No. 52”) for Foreign currency transactions.  Pursuant to Paragraph 15 of SFAS No. 52, foreign currency transactions are transactions denominated in a currency other than U.S. Dollar, the Company’s functional currency.  Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid.  A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss****that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date****or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the 

 

- 29 -

transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments.  Pursuant to Paragraph 16, of SFAS No. 52, for other than forward exchange contracts****as defined in paragraphs 17-19 of SFAS No. 52, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) At the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in paragraphs 26-28 of SFAS No. 52; and (b) At each balance sheet date, recorded balances that are denominated in a currency other than the functional currency of the recording entity shall be adjusted to reflect the current exchange rate.

**ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Not applicable.

 

- 30 -

**ITEM 8.**   **FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**

|                                                                                                                                                  |        |       |
|--------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------|
| HYDRODYNEX, INC.

(A Developmental Stage Company)

June 30, 2009 and 2008

INDEX TO FINANCIAL STATEMENTS                                         |
| Report of Independent Registered Public Accounting Firm                                                                                          |   | 32    |
| Balance Sheets for June 30, 2009 and 2008                                                                                                        |   | 33    |
| Statements of Operations for the Fiscal Year Ended June 30, 2009 and 2008 and for the Period from May 12, 2006 (Inception) through June 30, 2009 |   | 34    |
| Statement of Stockholders’ Equity for the Period from May 12, 2006 (Inception) through June 30, 2009.                                       |   | 35    |
| Statements of Cash Flows for the Fiscal Year Ended June 30, 2009 and 2008 and for the Period from May 12, 2006 (Inception) through June 30, 2009 |   | 36    |
| Notes to Financial Statements                                                                                                                    |   | 38-53 |

- 31 -

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Board of Directors and Stockholders ofHydrodynex, Inc.(A development stage company)Burbank, California

We have audited the accompanying balance sheets of Hydrodynex, Inc. (a development stage company) (the “Company”) as of June 30, 2009 and 2008 and the related statement of operations, stockholder’s equity (deficit) and cash flows for the fiscal years then ended and for the period from May 12, 2006 (Inception) through June 30, 2009.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

The Company’s balance sheet as of June 30, 2008, and the related statements of operations, stockholders’ equity and cash flows for the fiscal year then ended have been restated.  The restatements of the financial statements are described in Note 3.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2009 and 2008 and the results of its operations and its cash flows for the fiscal years then ended and for the period from May 12, 2006 (Inception) through June 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 4 to the financial statements, the Company had a negative working capital and a deficit accumulated during the development stage at June 30, 2009 and had a net loss and cash used in operations for the fiscal year ended June 30, 2009, with no revenues during the period.  These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 4.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

*/s/Li & Company, PC*

Li & Company, PC

Skillman, New Jersey

October 13, 2009

- 32 -

|                                                                           |                                                                                  |                                     |               |              |              |               |              |              |               |
|---------------------------------------------------------------------------|----------------------------------------------------------------------------------|-------------------------------------|---------------|--------------|--------------|---------------|--------------|--------------|---------------|
| **Hydrodynex, Inc.**                                                      |
| ** (A Development Stage Company)**                                   |
| ** Balance Sheets**                                                  |
|                                                                      |
|                                                                      |                                                                             |                                |          |         |         | June 30, 2009 |         |         | June 30, 2008 |
|                                                                      |                                                                             |                                |          |         |         |          |         |         | (As Restated) |
| ** Assets**                                                          |                                                                             |                                |          |         |         |          |
| ** Current Assets**                                                  |                                                                             |                                |          |         |         |          |
|                                                                      |  Cash                                                                       |                                |  $       | 75      |         | $        | 518     |
|                                                                      |  Prepaid expenses                                                           |                                |          | -       |         |          | 750     |
|                                                                      |  Advance on purchases                                                       |                                |          | 26,991  |         |          | 26,991  |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
|                                                                      |                                                                             | ** Total Current Assets**      |          |         | 27,066  |          |         | 28,259  |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
| ** Office Equipment, net**                                           |                                                                             |                                | 981      |         |         | 1,239    |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
| ** Other Assets**                                                    |                                                                             |                                |          |         |         |          |
|                                                                      |  Prepaid patent application costs                                           |                                |          | 6,997   |         |          | 6,997   |
|                                                                      |  Deferred license fees                                                      |                                |          | 68,175  |         |          | 68,175  |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
|                                                                      |                                                                             | ** Total Other Assets**        |          |         | 75,172  |          |         | 75,172  |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
| ** Total Assets**                                                    |                                                                             |  $                             | 103,219  |         | $       | 104,670  |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
| ** Liabilities and Stockholders' Equity (Deficit)**                  |                                                                             |                                |          |         |         |          |
| ** Current Liabilities:**                                            |                                                                             |                                |          |         |         |          |
|                                                                      |  Accounts payable                                                           |                                |  $       | 27,824  |         | $        | 16,468  |
|                                                                      |  Accrued expenses                                                           |                                |          | 8,000   |         |          | 42      |
|                                                                      |  Accrued expenses - related party                                           |                                |          | 30,100  |         |          | -       |
|                                                                      |  Interest payable                                                      |                                |          | 870     |         |          | -       |
|                                                                      |  Notes payable - related party                                              |                                |          | -       |         |          | 2,000   |
|                                                                      |  Convertible notes payable, net of financing cost                           |                                |          | 11,688  |         |          | -       |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
|                                                                      |                                                                             | ** Total Current Liabilities** |          |         | 78,482  |          |         | 18,510  |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
| ** License Fees Payable**                                            |                                                                             |                                | 28,096   |         |         | 63,196   |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
| ** Total Liabilities**                                               |                                                                             |                                | 106,578  |         |         | 81,706   |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
| ** Stockholders Equity (Deficit)**                                   |                                                                             |                                |          |         |         |          |
|  Preferred stock, $.001 par value, 5,000,000 shares authorized:      |                                                                             |                                |          |         |         |          |
|                                                                      |  none issued or outstanding                                                 |                                |          | -       |         |          | -       |
|  Common stock, $.001 par value, 75,000,000 shares authorized,   |                                                                             |                                | -        |         |         | -        |
|                                                                      |  1,765,000 and 1,500,000 shares issued

 and outstanding, respectively | 1,765                          |          |         | 1,500   |
|  Additional paid-in capital                                          |                                                                             |                                | 167,625  |         |         | 107,750  |
|  Deficit accumulated during the development stage                    |                                                                             |                                | (172,749)     |         |         | (86,286)      |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
| ** Total Stockholders' Equity (Deficit)**                            |                                                                             |                                | (3,359)       |         |         | 22,964   |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
| ** Total Liabilities and Stockholders' Equity (Deficit)**            |                                                                             |  $                             | 103,219  |         | $       | 104,670  |
|                                                                      |                                                                             |                                |          |         |         |          |         |         |          |
| *See accompanying notes to the financial statements.*                     |

 

- 33 -

|                                                       |                                                   |                                     |          |              |                 |                           |              |                 |                           |              |                 |                           |        |
|-------------------------------------------------------|---------------------------------------------------|-------------------------------------|----------|--------------|-----------------|---------------------------|--------------|-----------------|---------------------------|--------------|-----------------|---------------------------|--------|
| **Hydrodynex, Inc.**                                  |
| ** (A Development Stage Company)**               |
| ** Statements of Operations**                    |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |  For the Period from |   |
|                                                  |                                              |                                |     |         |            |  For the Fiscal Year |         |            |  For the Fiscal Year |         |            | May 12, 2006              |   |
|                                                  |                                              |                                |     |         |            |  Ended               |         |            |  Ended               |         |            |  (inception) through |   |
|                                                  |                                              |                                |     |         |            | June 30, 2009             |         |            | June 30, 2008             |         |            | June 30, 2009             |   |
|                                                  |                                              |                                |     |         |            |                      |         |            | (As Restated)             |         |            |                      |   |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|  NET REVENUES                                    |                                              |  $                             | -   |         | $          | -                    |         | $          | -                    |         |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|  COST OF GOODS SOLD                              |                                              |                                | -   |         |            | -                    |         |            | -                    |         |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|  GROSS PROFIT                                    |                                              |                                | -   |         |            | -                    |         |            | -                    |         |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|  OPERATING EXPENSES                              |                                              |                                |     |         |            |                      |         |            |                      |         |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|                                                  |  Consulting fees                             |                                |     | 30,000  |            |                      | 23,500  |            |                      | 53,500  |            |
|                                                  |  Depreciation                                |                                |     | 258     |            |                      | 49      |            |                      | 307     |            |
|                                                  |  Board of directors fees                     |                                |     | -       |            |                      | 2,750   |            |                      | 2,750   |            |
|                                                  |  General and administrative                  |                                |     | 39,333  |            |                      | 20,266  |            |                      | 61,376  |            |
|                                                  |  Legal and accounting                        |                                |     | 22,107  |            |                      | 12,383  |            |                      | 34,490  |            |
|                                                  |  Travel                                      |                                |     | 182     |            |                      | 10,513  |            |                      | 10,695  |            |
|                                                  |  Advertising and promotion                   |                                |     | -       |            |                      | 5,000   |            |                      | 5,000   |            |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|                                                  |                                              |  Total Operating Expenses      |     |         | 91,880     |                      |         | 74,4601    |                      |         | 168,118    |                      |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|  LOSS FROM OPERATIONS                            |                                              |                                | (91,880) |         |            | (74,461)                  |         |            | (168,118)                 |         |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|  OTHER (INCOME) EXPENSES                         |                                              |                                |     |         |            |                      |         |            |                      |         |
|                                                  |  Foreign currency transactions (gain) loss   |                                | (8,615)  |         |            | 9,913                |         |            | 1,298                |         |
|                                                  |  Interest expense                            |                                |     | 3,198   |            |                      | 80      |            |                      | 3,333   |            |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|                                                  |                                              |  Total Other (Income) Expenses |     |         | (5,417)         |                      |         | 9,993      |                      |         | 4,631      |                      |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|  LOSS BEFORE TAXES                               |                                              |                                | (86,463) |         |            | (84,454)                  |         |            | (172,749)                 |         |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|  INCOME TAX PROVISION                            |                                              |                                | -   |         |            | -                    |         |            | -                    |         |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|  NET LOSS                                        |                                              |  $                             | (86,463) |         | $          | (84,454)                  |         | $          | (172,749)                 |         |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|  NET LOSS PER COMMON SHARE -                |                                              |                                |     |         |            |                      |         |            |                      |         |
|                                                  |  BASIC AND DILUTED:                          |                                |  $  | (0.05)       |            | $                    | (0.07)       |            | $                    | (0.16)       |            |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
|                                                  |  Weighted Common Shares Outstanding -   |                                |     |         |            |                      |         |            |                      |         |
|                                                  |                                              |  basic and diluted             |     |         | 1,618,764  |                      |         | 1,254,056  |                      |         | 1,092,247  |                      |
|                                                  |                                              |                                |     |         |            |                      |         |            |                      |         |            |                      |   |
| *See accompanying notes to the financial statements.* |

- 34 -

|                                                                        |                                              |               |                                      |             |                  |         |                           |               |                           |                  |                                |                  |                         |                  |                        |                     |                                |                     |                        |                     |                     |         |         |         |               |             |        |
|------------------------------------------------------------------------|----------------------------------------------|---------------|--------------------------------------|-------------|------------------|---------|---------------------------|---------------|---------------------------|------------------|--------------------------------|------------------|-------------------------|------------------|------------------------|---------------------|--------------------------------|---------------------|------------------------|---------------------|---------------------|---------|---------|---------|---------------|-------------|--------|
| **Hydrodynex, Inc.**                                                   |
| **(A Development Stage Company)**                                      |
| **Statement of Stockholders' Equity (Deficit)**                        |
| **For the Period from May 12, 2006 (Inception) through June 30, 2009** |
|                                                                   |
|                                                                   |                                         |          |  Common Stock, $0.001 Par Value |        |  Additional |    |  Deficit accumulated |          |  Deficit accumulated |             |  Deficit accumulated      |             |  Total             |             |  Total            |                |  Total                    |
|                                                                   |                                         |          | Number of                            |        |             |    |                      |  Paid-in |                      |  During the |                           |  During the |                    |  During the |                   |  Stockholders' |                           |  Stockholders' |                   |  Stockholders' |
|                                                                   |                                         |          | Shares                               |        | Amount           |    |  Capital             |          |  Development Stage   |             |  Development Stage        |             |  Development Stage |             |  Equity (Deficit) |                |  Equity (Deficit)         |                |  Equity (Deficit) |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |  (As Previously Reported) |             |  (Adjustments)     |             |  (As Restated)    |                |  (As Previously Reported) |                |  (Adjustments)    |                |  (As Restated) |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Balance, May 12, 2006 (inception)                                      | -                                       |          | $                               | -      |             | $  | -                    |          | $                    | -           |                           | $           | -                  |             | $                 | -              |                           | $              | -                 |                | $              | -  |    | $  | -        |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Shares issued to President for cash                                    |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |
|                                                                   |  at $0.01 per share                     | 200,000  |                                 |        | 200         |    |                      | 1,800    |                      |             |                           |             |                    |             |                   |                |                           |                |                   | 2,000          |                |    | -  |    |          | 2,000  |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Net loss                                                               |                                         |          |                                 |        |             |    |                      |          |                      | (536)            |                           |             |                    |             |                   | (536)               |                           |                | (536)                  |                |                | -  |    |    | (536)         |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Balance, June 30, 2006                                                 | 200,000                                 |          |                                 | 200    |             |    | 1,800                |          |                      | (536)            |                           |             | -                  |             |                   | (536)               |                           |                | 1,464             |                |                | -  |    |    | 1,464    |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Shares issued to President for cash                                    |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |
|                                                                   |  at $0.01 per share                     | 300,000  |                                 |        | 300         |    |                      | 2,700    |                      |             |                           |             |                    |             |                   |                |                           |                |                   | 3,000          |                |    | -  |    |          | 3,000  |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Net loss                                                               |                                         |          |                                 |        |             |    |                      |          |                      | (1,296)          |                           |             |                    |             |                   | (1,296)             |                           |                | (1,296)                |                |                | -  |    |    | (1,296)       |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Balance, June 30, 2007                                                 | 500,000                                 |          |                                 | 500    |             |    | 4,500                |          |                      | (1,832)          |                           |             | -                  |             |                   | (1,832)             |                           |                | 3,168             |                |                | -  |    |    | 3,168    |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Shares issued for cash at $0.10 per share                              | 1,000,000                               |          |                                 | 1,000  |             |    | 99,000               |          |                      |             |                           |             |                    |             |                   |                |                           |                | 100,000           |                |                | -  |    |    | 100,000  |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Options issued for director fees                                       |                                         |          |                                 |        |             |    | 2,750                |          |                      |             |                           |             |                    |             |                   |                |                           |                | 2,750             |                |                | -  |    |    | 2,750    |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Options issued for services                                            |                                         |          |                                 |        |             |    | 1,500                |          |                      |             |                           |             |                    |             |                   |                |                           |                | 1,500             |                |                | -  |    |    | 1,500    |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Net loss                                                               |                                         |          |                                 |        |             |    |                      |          |                      | (74,541)         |                           |             | (9,913)                 |             |                   | (84,454)            |                           |                | (74,541)               |                |                | (9,913) |    |    | (84,454)      |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Balance, June 30, 2008                                                 | 1,500,000                               |          |                                 | 1,500  |             |    | 107,750              |          |                      | (76,373)         |                           |             | (9,913)                 |             |                   | (86,286)            |                           |                | 32,877            |                |                | (9,913) |    |    | 22,964   |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Common stock issued in connection with sale                            |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |
|                                                                   | of security units for cash at $0.50 per unit | 15,000   |                                 |        | 15          |    |                      | 4,185    |                      |             |                           |             |                    |             |                   |                |                           |                |                   | 4,200          |                |    | -  |    |          | 4,200  |
| Warrants issued in connection with sale                                |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |
|                                                                   | of security units for cash at $0.50 per unit |          |                                 |        |             |    |                      | 3,300    |                      |             |                           |             |                    |             |                   |                |                           |                |                   | 3,300          |                |    | -  |    |          | 3,300  |
| Warrants issued in connection with                                     |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |
|                                                                   | issuance of convertible notes payable        |          |                                 |        |             |    |                      | 2,640    |                      |             |                           |             |                    |             |                   |                |                           |                |                   | 2,640          |                |    | -  |    |          | 2,640  |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Shares issued for cash at $0.50 per share                              | 250,000                                 |          |                                 | 250    |             |    | 49,750               |          |                      |             |                           |             |                    |             |                   |                |                           |                | 50,000            |                |                | -  |    |    | 50,000   |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Net loss                                                               |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   | (86,463)            |                           |                | -                 |                |                | -  |    |    | (86,463)      |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| Balance, June 30, 2009                                                 | 1,765,000                               |          | $                               | 1,765  |             | $  | 167,625              |          | $                    | (76,373)         |                           | $           | (9,913)                 |             | $                 | (172,749)           |                           | $              | 93,017            |                | $              | (9,913) |    | $  | (3,359)       |
|                                                                   |                                         |          |                                 |        |             |    |                      |          |                      |             |                           |             |                    |             |                   |                |                           |                |                   |                |                |    |    |    |          |        |   |
| * See accompanying notes to the financial statements.*            |

 

- 35 -

|                                                     |                                                    |                                                |              |              |              |                            |               |              |                            |               |              |                                   |        |  |
|-----------------------------------------------------|----------------------------------------------------|------------------------------------------------|--------------|--------------|--------------|----------------------------|---------------|--------------|----------------------------|---------------|--------------|-----------------------------------|--------|--|
| **Hydrodynex, Inc.**                                |
| **(A Development Stage Company)**                   |
| **Statements of Cash Flows**                        |
|                                                |                                               |                                           |         |         |         |                       |          |         |                       |          |         |                              |   |
|                                                |                                               |                                           |         |         |         |  For the

Fiscal Year |          |         |  For the

Fiscal Year |          |         | For the Period from

May 12, 2006 |   |
|                                                |                                               |                                           |         |         |         |  Ended                |          |         |  Ended                |          |         |  (inception) through         |   |
|                                                |                                               |                                           |         |         |         | June 30, 2009              |          |         | June 30, 2008              |          |         | June 30, 2009                     |   |
|                                                |                                               |                                           |         |         |         |                       |          |         | (As Restated)              |          |         |                              |   |
| ** CASH FLOWS FROM OPERATING ACTIVITIES:**     |                                               |                                           |         |         |         |                       |          |         |                       |          |
|  Net Loss                                      |                                               |                                           |  $      | (86,463)     |         | $                     | (84,454)      |         | $                     | (172,749)     |         |
|                                                |                                               |                                           |         |         |         |                       |          |         |                       |          |         |                              |   |
|  Adjustments to reconcile net loss to net cash |                                               |                                           |         |         |         |                       |          |         |                       |          |
|                                                |  used in operating activities                 |                                           |         |         |         |                       |          |         |                       |          |         |
|                                                |  Stock options issued for director fees       |                                           |         | -       |         |                       | 2,750    |         |                       | 2,750    |         |
|                                                |  Depreciation expense                         |                                           |         | 258     |         |                       | 49       |         |                       | 307      |         |
|                                                |  Discount on convertible notes payable        |                                           |         | (312)        |         |                       | -        |         |                       | (312)         |         |
|                                                |  Warrants issued for debt financing cost      |                                           |         | 2,640   |         |                       | -        |         |                       | 2,640    |         |
|                                                |  Stock options issued for services            |                                           |         | -       |         |                       | 1,500    |         |                       | 1,500    |         |
|                                                |  Changes in operating assets and liabilities: |                                           |         |         |         |                       |          |         |                       |          |         |
|                                                |                                               |  Prepaid expenses                         |         |         | (750)        |                       |          | 750     |                       |          | -       |                              |
|                                                |                                               |  Advances on purchases                    |         |         | -       |                       |          | (26,991)     |                       |          | (26,991)     |                              |
|                                                |                                               |  Prepaid patent applications costs        |         |         | -       |                       |          | -       |                       |          | (6,997)      |                              |
|                                                |                                               |  Deferred license fees                    |         |         | -       |                       |          | (68,175)     |                       |          | (68,175)     |                              |
|                                                |                                               |  Accounts payable and accrued liabilities |         |         | 19,315  |                       |          | 16,510  |                       |          | 35,825  |                              |
|                                                |                                               |  Interest payable                         |         |         | 870     |                       |          | -       |                       |          | 870     |                              |
|                                                |                                               |  License fees payable                     |         |         | (33,601)     |                       |          | 61,696  |                       |          | 28,095  |                              |
|                                                |                                               |                                           |         |         |         |                       |          |         |                       |          |         |                              |   |
|  NET CASH USED IN OPERATING ACTIVITIES         |                                               |                                           | (98,043)     |         |         | (96,365)                   |          |         | (203,237)                  |          |
|                                                |                                               |                                           |         |         |         |                       |          |         |                       |          |         |                              |   |
| ** CASH FLOWS FROM INVESTING ACTIVITIES:**     |                                               |                                           |         |         |         |                       |          |         |                       |          |
|                                                |  Investment in office equipment               |                                           |         | -       |         |                       | (1,288)       |         |                       | (1,288)       |         |
|                                                |                                               |                                           |         |         |         |                       |          |         |                       |          |         |                              |   |
|  NET CASH USED IN INVESTING ACTIVITIES         |                                               |                                           | -       |         |         | (1,288)                    |          |         | (1,288)                    |          |
|                                                |                                               |                                           |         |         |         |                       |          |         |                       |          |         |                              |   |
| ** CASH FLOWS FROM FINANCING ACTIVITIES:**     |                                               |                                           |         |         |         |                       |          |         |                       |          |
|                                                |  Accrued expenses - related party             |                                           |         | 30,100  |         |                       | -        |         |                       | 30,100   |         |
|                                                |  Proceeds from note payable - related party   |                                           |         | -       |         |                       | -        |         |                       | 3,846    |         |
|                                                |  Repayment of note payable - related party    |                                           |         | (2,000)      |         |                       | (1,846)       |         |                       | (3,846)       |         |
|                                                |  Proceeds from convertible notes payable      |                                           |         | 12,000  |         |                       | -        |         |                       | 12,000   |         |
|                                                |  Proceeds from sale of common stock           |                                           |         | 57,500  |         |                       | 100,000  |         |                       | 162,500  |         |
|                                                |                                               |                                           |         |         |         |                       |          |         |                       |          |         |                              |   |
|  NET CASH PROVIDED BY FINANCING ACTIVITIES     |                                               |                                           | 97,600  |         |         | 98,154                |          |         | 204,600               |          |
|                                                |                                               |                                           |         |         |         |                       |          |         |                       |          |         |                              |   |
|  NET CHANGE IN CASH                            |                                               |                                           | (443)        |         |         | 501                   |          |         | 75                    |          |
|                                                |                                               |                                           |         |         |         |                       |          |         |                       |          |         |                              |   |
|  Cash, Beginning of Period                     |                                               |                                           | 518     |         |         | 17                    |          |         | -                     |          |
|                                                |                                               |                                           |         |         |         |                       |          |         |                       |          |         |                              |   |
| ** Cash, End of Period**                       |                                               |  $                                        | 75      |         | $       | 518                   |          | $       | 75                    |          |
|                                                |                                               |                                           |         |         |         |                       |          |         |                       |          |         |                              |   |

(continued on next page)

 

- 36 -

|                                                                     |                                                                              |        |         |             |        |         |          |        |         |             |        |        |        |  |
|---------------------------------------------------------------------|------------------------------------------------------------------------------|--------|---------|-------------|--------|---------|----------|--------|---------|-------------|--------|--------|--------|--|
|  SUPPLEMENTAL DISCLOSURE OF                                    |                                                                         |   |    |        |   |    |     |   |    |        |
|                                                                |  CASH FLOWS INFORMATION:                                                |   |    |        |   |    |     |   |    |        |   |
|                                                                |  Interest paid                                                          |   |  $ | 3,198  |   | $  | 80  |   | $  | 3,278  |   |
|                                                                |  Income tax paid                                                        |   |  $ | -      |   | $  | -   |   | $  | -      |   |
|                                                                |                                                                         |   |    |        |   |    |     |   |    |        |   |   |   |
| ** NON-CASH FINANCING AND**

** INVESTING TRANSACTIONS:** |                                                                         |   |    |        |   |    |     |   |    |        |
|                                                                |  warrants issued in connection with

 issuance of convertible debt |   |  $ | 2,640  |   |    | -   |   | $  | 2,640  |   |
|                                                                |                                                                         |   |    |        |   |    |     |   |    |        |   |   |   |
| *See accompanying notes to the financial statements.*               |

- 37 -

**Hydrodynex, Inc.**

**(A Development Stage Company)**

**June 30, 2009 and 2008**

**Notes to the Financial Statements**

 

**NOTE 1 - ORGANIZATION AND OPERATIONS**

Hydrodynex, Inc. (a development stage company) (“Hydrodynex” or the “Company”) was incorporated on May 12, 2006 under the laws of the State of Nevada for the purpose of marketing and distribution of AO-System (Anodic Oxidation) water treatment units under an exclusive license agreement for the Territory of North America Comprising United States, Canada and Mexico.

**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

*Basis of presentation*

The Company’s financial statements have been prepared in accordance withaccounting principles generally accepted in the United States of America (“U.S. GAAP”).

*Development stage company*

The Company is a development stage company as defined by Statement of Financial Accounting Standards No. 7*“Accounting and Reporting by Development Stage Enterprises”*(“SFAS No. 7”).  The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’s development stage activities.

*Use of estimates*

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful life of office equipment and the future manufacturing of AO-System by the Company to recover prepaid patent costs and deferred license fees.  Actual results could differ from those estimates.

*Fiscal year*

The Company has elected June 30 as its fiscal year ending date upon its formation.

*Cash equivalents*

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

*Advance on purchases*

Advance on purchases primarily represents amounts paid to the vendor for future delivery of products, all of which were fully or partially refundable depending upon the terms and conditions of the purchase agreements.

*Office equipment*

Office equipment is recorded at cost. Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred. Depreciation of office equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years.  Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

*Prepaid patent application costs*

 

- 38 -

The Company has adopted the guidelines as set out in Statement of Financial Accounting Standards No. 142*“Goodwill and Other Intangible Assets”* (“SFAS No. 142”) for prepaid patent application costs.  Under the requirements as set out in SFAS No. 142, the Company capitalizes and amortizes patent application costs associated with the licensed product the Company intends to sell pursuant to the Exclusive License Agreement, entered into on September 3, 2007, over their remaining legal lives, estimated useful lives, or the term of the contract, whichever is shorter.  All internally developed process costs incurred to the point when a patent application is to be filed are expensed as incurred and classified as research and development costs.  Patent application costs, generally legal costs, thereafter incurred, are capitalized pending disposition of the individual patent application, and are subsequently either amortized based on the initial patent life granted, generally fifteen (15) to twenty (20) years for domestic patents and five (5) to twenty (20) years for foreign patents, or expensed if the patent application is rejected.  The costs of defending and maintaining patents are expensed as incurred.  Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

*Deferred license fees*

The Company has adopted the guidelines as set out in Statement of Financial Accounting Standards No. 142*“Goodwill and Other Intangible Assets”* (“SFAS No. 142”) for deferred license fees.  Under the requirements as set out in SFAS No. 142, the Company records all non-refundable license fees in connection with the Exclusive License Agreement, entered into on September 3, 2007, as deferred license fees recoupable from the future Product Royalty, which is in perpetuity at ten percent (10%) of the Net Selling Price on all AO water treatment systems assembled or manufactured by the Company or a subcontract manufacture utilized by the Company and paid for by customers of the Company as the Company is in the development stage and intends to manufacture or assemble the AO-System upon the AO-System being certified and approved by the United States Environmental Protection Agency (“EPA”) for sale on a commercial basis in the United States.  The Company will amortize deferred license fees over the remaining legal life of the patent of the AO System, or the estimated useful life, or the term of the contract, whichever is shorter.  The Company will expend deferred license fees as license fees in the event that the Company decides not to manufacture or assemble the AO-System.

*Impairment of long-lived assets*

The Company follows Statement of Financial Accounting Standards No. 144*“Accounting for the Impairment or Disposal of Long-Lived Assets”*(“SFAS No. 144”) for its long-lived assets.  The Company’s long-lived assets, which include office equipment, prepaid patent application costs and deferred license fees for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts.  Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated or amortized over the newly determined remaining estimated useful lives.  The Company determined that there were no impairments of long-lived assets as of June 30, 2009 or 2008.

*Fair value of financial instruments*

The Company applies Statement of Financial Accounting Standards No. 107*“Disclosures about fair value of Financial Instruments”* (“SFAS No. 107”) for disclosures about fair value of its financial instruments and has adopted Financial Accounting Standards Board (“FASB”) No. 157*“Fair Value Measurements”* (“SFAS No. 157”) to measure the fair value of its financial instruments.  SFAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, SFAS No. 157 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by SFAS No. 157 are described below:

|         |        |                                                                                                                                                             |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Level 1 |   | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.                                              |
| Level 2 |   | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3 |   | Pricing inputs that are generally observable inputs and not corroborated by market data.                                                                    |

 

- 39 -

As defined by SFAS No. 107, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.  The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, advance on purchase, accounts payable, accrued expenses and interest payable, approximate their fair values because of the short maturity of these instruments.  The Company’s convertible notes payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at June 30, 2009.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2009 or 2008, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the fiscal year ended June 30, 2009 or 2008 or for the period from May 12, 2006 (inception) through June 30, 2009.

*Revenue recognition*

The Company follows the guidance of the United States Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 101*“Revenue Recognition”* (“SAB No. 101”), as amended by SAB No. 104 (“SAB No. 104”) for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

The Company will derive its revenue from sales contracts with customers with revenues being generated upon the shipment of goods upon the Company commencing operations.  Persuasive evidence of an arrangement is demonstrated via invoice, product delivery is evidenced by warehouse shipping log as well as a signed bill of lading from the trucking company or third party carrier and title transfers upon shipment, based on free on board (“FOB”) warehouse; the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.

*Foreign currency transactions*

The Company has adopted the guidelines as set out in Statement of Financial Accounting Standards No. 52*“Foreign currency translation”* (“SFAS No. 52”) for Foreign currency transactions.  Pursuant to Paragraph 15 of SFAS No. 52, foreign currency transactions are transactions denominated in a currency other than U.S. Dollar, the Company’s functional currency.  Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid.  A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss****that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date****or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments.  Pursuant to Paragraph 16, of SFAS No. 52, for other than forward exchange contracts****as defined in paragraphs 17-19 of SFAS No. 52, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) At the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in paragraphs 26-28 of SFAS No. 52; and (b) At each balance sheet date, recorded balances that are denominated in a currency other than the functional currency of the recording entity shall be adjusted to reflect the current exchange rate.

*Stock-based compensation and equity instruments issued to other than employees for acquiring goods or services*

The Company accounted for its stock based compensation under the recognition and measurement principles of the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 (revised 2004)*“Share-Based Payment”* (“SFAS No. 123R”) using the modified prospective method for transactions in which the Company obtains employee services in share-based payment transactions and the Financial Accounting Standards Board Emerging Issues Task Force Issue No. 96-18*“Accounting For Equity Instruments That Are Issued To Other Than Employees For Acquiring, Or In*

 

- 40 -

*Conjunction With Selling Goods Or Services”* (“EITF 96-18”) for share-based payment transactions with parties other than employees provided in SFAS No. 123R.  All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.  Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises.

The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing valuation model with weighted-average assumptions as discussed in each grant.  The ranges of assumptions for inputs for stock options issued under the 2006Plan during the fiscal year ended June 30, 2009 and 2008 are as follows: 

|                    |                                                                                                                                                                                                                                                                                                                             |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ·   | The Company uses historical data to estimate employee termination behavior.  The expected life of options granted is determined using the simplified method as prescribed in SEC Staff Accounting Bulletin No. 107 (“SAB 107”) and represents the period of time the options are expected to be outstanding. |
| ·   | The expected volatility is based on a combination of the historical volatility of the comparable companies’ stock over the contractual life of the options.                                                                                                                                                            |
| ·   | The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.                                                                                                                                                                 |
| ·   | The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option.                                                                                                                                   |

*Income taxes*

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109*“Accounting for Income Taxes”* (“SFAS No. 109”).  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48*“Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109”* (“FIN 48”).  FIN 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  FIN 48 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of FIN 48.

*Commitments and contingencies*

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

*Net loss per common share*

Net loss per common share is computed pursuant to Statement of Financial Accounting Standards No. 128*“Earnings Per Share”* (“SFAS No. 128”).  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants.

 

- 41 -

The following table shows the weighted-average number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the fiscal year ended June 30, 2009 and 2008 as they were anti-dilutive:

|                                                                                                                                                                                                                                |        |                                                                    |                                           |        |        |                                           |        |        |        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------|-------------------------------------------|--------|--------|-------------------------------------------|--------|--------|--------|
|                                                                                                                                                                                                                           |   | Weighted average number of potentially outstanding dilutive shares |
|                                                                                                                                                                                                                           |   |                                                               | For the Fiscal Year

Ended

June 30, 2009 |   |   | For the Fiscal Year

Ended

June 30, 2008 |   |
| Stock options issued on June 30, 2008 under the 2006 Plan                                                                                                                                                                      |   |                                                               |                                      | 70,000 |   |                                      |   | 85,000 |   |
|                                                                                                                                                                                                                           |   |                                                               |                                      |   |   |                                      |   |   |   |
| Warrants issued in connection with the issuance of convertible notes payable issued between July 24, 2008 and August 23, 2008 with an exercise price of $1.00 per share and expiring three (3) years from the date of issuance |   |                                                               |                                      | 12,000 |   |                                      |   | -      |   |
|                                                                                                                                                                                                                           |   |                                                               |                                      |   |   |                                      |   |   |   |
| Warrants issued in connection with the sale of 15,000 shares of its common stock on November 25, 2008 with an exercise price of $1.00 per share and expiring three (3) years from the date of issuance                         |   |                                                               |                                      | 15,000 |   |                                      |   | -      |   |
|                                                                                                                                                                                                                           |   |                                                               |                                      |   |   |                                      |   |   |   |
| Total potentially outstanding dilutive shares                                                                                                                                                                                  |   |                                                               |                                      | 97,000 |   |                                      |   | 85,000 |   |

*Cash flows reporting*

The Company has adopted Statement of Financial Accounting Standards No. 95*“Statement of Cash Flows”*(“SFAS No. 95”) for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by SFAS No. 95 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

*Recently issued accounting pronouncements  *

In June 2003, the Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 2009-213 on October 2, 2009.  Under the provisions of Section 404 of the Sarbanes-Oxley Act, public companies and their independent auditors are each required to report to the public on the effectiveness of a company’s internal controls.  The smallest public companies with a public float below $75 million have been given extra time to design, implement and document these internal controls before their auditors are required to attest to the effectiveness of these controls.  This extension of time will expire beginning with the annual reports of companies with fiscal years ending on or after June 15, 2010.  Commencing with its annual report for the year ending June 30, 2010, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement:

|                    |                                                                                                                                    |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------|
| ·   | of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;       |
| ·   | of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and          |
| ·   | of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting. |

Furthermore, it is required to file the auditor’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.

In May 2009, FASB issued FASB Statement No. 165 “Subsequent events” (“SFAS No. 165”) to be effective for the interim or annual financial periods ending after June15, 2009.  The objective of this Statement is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  In particular, this Statement sets forth: 1. The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. 2.  The circumstances under which an entity should recognize events or transactions occurring after 

 

- 42 -

the balance sheet date in its financial statements. 3. The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  The effect of adoption of SFAS No. 165 on the Company’s financial position and results of operations did not have a material effect.

In June 2009, the FASB approved the “FASB Accounting Standards Codification” (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009.  The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place.  All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered non-authoritative. The Codification is effective for interim and annual periods ending after September 15, 2009.  The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

**NOTE 3 – RESTATEMENTS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS**

Subsequent to the original issuance of the Company’s financial statements for the fiscal year ended June 30, 2008 as included in its annual report on Form 10-K filed on September 30, 2008, the Company’s management identified certain accounting misstatements during the period.  As a result of issues identified in the review of its financial statements for the fiscal year ended June 30, 2008, its Board of Directors, in consultation with management and Li & Company, PC, its independent registered public accounting firm, concluded that its previously issued financial statements for the fiscal year ended June 30, 2008, should no longer be relied upon because of certain accounting misstatements in those financial statements.  Accordingly, the Company has restated its previously issued financial statements for the period.  Details of the misstatements are set out below:

|                                                                                                                                                                         |        |        |              |        |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------------|--------|
| (i) To separate prepaid patents application costs from deferred license fees                                                                                            |   |   |         |   |
| Prepaid patent applications costs                                                                                                                                       |   | $      | 6,997   |   |
| Deferred license fees                                                                                                                                                   |   |   | (6,997)      |   |
|                                                                                                                                                                    |   |   |         |   |
| (ii) To reclassify foreign currency transaction (gain) loss from the payment of license fees payable denominated in € previously recorded as deferred license fees |   |   |         |   |
| Foreign currency transactions (gain) loss                                                                                                                               |   | $      | 1,257   |   |
| Deferred license fees                                                                                                                                                   |   |   | (1,257)      |   |
|                                                                                                                                                                    |   |   |         |   |
| (iii) To record second and third license fee installment payments under exclusive license agreement not booked                                                          |   |   |         |   |
| Deferred license fees                                                                                                                                                   |   | $      | 54,540  |   |
| License fees payable                                                                                                                                                    |   |   | (54,540)     |   |
|                                                                                                                                                                    |   |   |         |   |
| (iv) To adjust License fees payable denominated in € to reflect the exchange rate at June 30, 2009                                                                 |   |   |         |   |
| Foreign currency translation (gain) loss                                                                                                                                |   | $      | 8,656   |   |
| License fees payable                                                                                                                                                    |   |   | (8,656)      |   |

- 43 -

**The following tables present the impact of the above mentioned adjustments to the financial information**

**Balance sheet information:**

The restated balance sheet is set out as follows:

|                                                                           |                                                                            |                                     |               |              |              |                           |              |              |                                                                                                        |              |              |               |        |
|---------------------------------------------------------------------------|----------------------------------------------------------------------------|-------------------------------------|---------------|--------------|--------------|---------------------------|--------------|--------------|--------------------------------------------------------------------------------------------------------|--------------|--------------|---------------|--------|
| **Hydrodynex, Inc.**                                                      |
| ** (A Development Stage Company)**                                   |
| ** Balance Sheets**                                                  |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
|                                                                      |                                                                       |                                |          |         |         | June  30,  2008 |         |         | June 30, 2008                                                                                          |         |         | June 30, 2008 |   |
|                                                                      |                                                                       |                                |          |         |         | (As Previously Reported)  |         |         | (Adjustments)                                                                                          |         |         | (As Restated) |   |
| ** Assets**                                                          |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |
| ** Current Assets**                                                  |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |
|                                                                      |  Cash                                                                 |                                | $             | 518     |         | $                    |         |         | $                                                                                                 | 518     |         |
|                                                                      |  Prepaid expenses                                                     |                                |          | 750     |         |                      |         |         |                                                                                                   | 750     |         |
|                                                                      |  Advance on purchases                                                 |                                |          | 26,991  |         |                      |         |         |                                                                                                   | 26,991  |         |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
|                                                                      |                                                                       | ** Total Current Assets**      |          |         | 28,259  |                      |         | -       |                                                                                                   |         | 28,259  |          |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
| ** Office Equipment, net**                                           |                                                                       |                                | 1,239    |         |         | -                    |         |         | 1,239                                                                                             |         |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
| ** Other Assets**                                                    |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |
|                                                                      |  Prepaid patent application costs                                     |                                |          |         |         |                      | 6,997   |         |                                                                                                   | 6,997   |         |
|                                                                      |  Deferred license fees                                                |                                |          | 21,889  |         |                      | 46,286  |         |                                                                                                   | 68,175  |         |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
|                                                                      |                                                                       | ** Total Other Assets**        |          |         | 21,889  |                      |         | 53,283  |                                                                                                   |         | 75,172  |          |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
| ** Total Assets**                                                    |                                                                       | $                                   | 51,387   |         | $       | 53,283               |         | $       | 104,670                                                                                           |         |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
| ** Liabilities and Stockholders' Equity (Deficit)**                  |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |
| ** Current Liabilities:**                                            |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |
|                                                                      |  Accounts payable                                                     |                                |  $       | 16,468  |         | $                    |         |         | $                                                                                                 | 16,468  |         |
|                                                                      |  Accrued expenses                                                     |                                |          | 42      |         |                      |         |         |                                                                                                   | 42      |         |
|                                                                      |  Notes payable - related party                                        |                                |          | 2,000   |         |                      |         |         |                                                                                                   | 2,000   |         |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
|                                                                      |                                                                       | ** Total Current Liabilities** |          |         | 18,510  |                      |         | -       |                                                                                                   |         | 18,510  |          |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
| ** License Fees Payable**                                            |                                                                       |                                |          |         |         | 63,196               |         |         | 63,196                                                                                            |         |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
| ** Total Liabilities**                                               |                                                                       |                                | 18,510   |         |         | 63,196               |         |         | 81,706                                                                                            |         |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
| ** Stockholders Equity (Deficit)**                                   |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |
|  Preferred stock, $.001 par value, 5,000,000 shares authorized:      |                                                                       |                                | -        |         |         |                      |         |         | -                                                                                                 |         |
|                                                                      |  none issued or outstanding                                           |                                |          |         |         |                      |         |         |                                                                                                   |         |         |
|  Common stock, $.001 par value, 75,000,000 shares authorized,   |                                                                       |                                | -        |         |         |                      |         |         | -                                                                                                 |         |
|                                                                      |  1,765,000 and 1,500,000 shares issued

and outstanding, respectively | 1,500                          |          |         |         |                      |         | 1,500   |                   |
|  Additional paid-in capital                                          |                                                                       |                                | 107,750  |         |         |                      |         |         | 107,750                                                                                           |         |
|  Deficit accumulated during the development stage                    |                                                                       |                                | (76,373)      |         |         | (9,913)                   |         |         | (86,286)                                                                                               |         |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
| ** Total Stockholders' Equity (Deficit)**                            |                                                                       |                                | 32,877   |         |         | (9,913)                   |         |         | 22,964                                                                                            |         |
|                                                                      |                                                                       |                                |          |         |         |                      |         |         |                                                                                                   |         |         |          |   |
| ** Total Liabilities and Stockholders' Equity (Deficit)**            |                                                                       |  $                             | 51,387   |         | $       | 53,283               |         | $       | 104,670                                                                                           |         |
|                                                                      |

- 44 -

**Statements of operations information:**

The restated statement of operations is set out as follows:

|                                          |                                                   |                                     |          |              |                 |                           |        |                 |                           |              |                 |                           |        |
|------------------------------------------|---------------------------------------------------|-------------------------------------|----------|--------------|-----------------|---------------------------|--------|-----------------|---------------------------|--------------|-----------------|---------------------------|--------|
| **Hydrodynex, Inc.**                     |
| ** (A Development Stage Company)**  |
| ** STATEMENTS OF OPERATIONS**       |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|                                     |                                              |                                |     |         |            |  For the Fiscal Year |   |            |  For the Fiscal Year |         |            |  For the Fiscal Year |   |
|                                     |                                              |                                |     |         |            |  Ended               |   |            |  Ended               |         |            |  Ended               |   |
|                                     |                                              |                                |     |         |            | June 30, 2008             |   |            | June 30, 2008             |         |            | June 30, 2008             |   |
|                                     |                                              |                                |     |         |            | (As Previously Reported)  |   |            | (Adjustments)             |         |            | (As Restated)             |   |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|  NET REVENUES                       |                                              |  $                             | -   |         | $          |                      |   | $          | -                    |         |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|  COST OF GOODS SOLD                 |                                              |                                | -   |         |            |                      |   |            | -                    |         |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|  GROSS PROFIT                       |                                              |                                | -   |         |            | -                    |   |            | -                    |         |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|  OPERATING EXPENSES                 |                                              |                                |     |         |            |                      |   |            |                      |         |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|                                     |  Consulting fees                             |                                |     | 23,500  |            |                      |   |            |                      | 23,500  |            |
|                                     |  Depreciation                                |                                |     | 49      |            |                      |   |            |                      | 49      |            |
|                                     |  Board of directors fees                     |                                |     | 2,750   |            |                      |   |            |                      | 2,750   |            |
|                                     |  General and administrative                  |                                |     | 20,266  |            |                      |   |            |                      | 20,266  |            |
|                                     |  Legal and accounting                        |                                |     | 12,383  |            |                      |   |            |                      | 12,383  |            |
|                                     |  Travel                                      |                                |     | 10,513  |            |                      |   |            |                      | 10,513  |            |
|                                     |  Advertising and promotion                   |                                |     | 5,000   |            |                      |   |            |                      | 5,000   |            |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|                                     |                                              |  Total Operating Expenses      |     |         | 74,461     |                      |   | -          |                      |         | 74,461     |                      |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|  LOSS FROM OPERATIONS               |                                              |                                | (74,461) |         |            | -                    |   |            | (74,461)                  |         |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|  OTHER (INCOME) EXPENSES            |                                              |                                |     |         |            |                      |   |            |                      |         |
|                                     |  Foreign currency transactions (gain) loss   |                                |     |         |            | 9,913                |   |            | 9,913                |         |
|                                     |  Interest expense                            |                                |     | 80      |            |                      |   |            |                      | 80      |            |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|                                     |                                              |  Total Other (Income) Expenses |     |         | 80         |                      |   | 9,913      |                      |         | 9,993      |                      |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|  LOSS BEFORE TAXES                  |                                              |                                | (74,541) |         |            | (9,913)                   |   |            | (84,454)                  |         |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|  INCOME TAX PROVISION               |                                              |                                | -   |         |            | -                    |   |            | -                    |         |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|  NET LOSS                           |                                              |  $                             | (74,541) |         | $          | (9,913)                   |   | $          | (84,454)                  |         |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|  NET LOSS PER COMMON SHARE -   |                                              |                                |     |         |            |                      |   |            |                      |         |
|                                     |  BASIC AND DILUTED:                          |                                |  $  | (0.06)       |            | $                    | (0.01) |            | $                    | (0.07)       |            |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |
|                                     |  Weighted Common Shares Outstanding -   |                                |     |         |            |                      |   |            |                      |         |
|                                     |                                              |  basic and diluted             |     |         | 1,254,056  |                      |   | 1,254,056  |                      |         | 1,254,056  |                      |
|                                     |                                              |                                |     |         |            |                      |   |            |                      |         |            |                      |   |

 

- 45 -

**Statement of cash flows information:**

The restated statement of cash flows is set out as follows:

|                                                                     |                                                                              |                                                |              |               |              |                           |         |              |                           |               |              |                           |        |
|---------------------------------------------------------------------|------------------------------------------------------------------------------|------------------------------------------------|--------------|---------------|--------------|---------------------------|---------|--------------|---------------------------|---------------|--------------|---------------------------|--------|
| **Hydrodynex, Inc.**                                                |
| ** (A Development Stage Company)**                             |
| ** Statements of Cash Flows**                                  |
|                                                                |
|                                                                |                                                                         |                                           |         |          |         |  For the Fiscal Year |    |         |  For the Fiscal Year |          |         |  For the Fiscal Year |   |
|                                                                |                                                                         |                                           |         |          |         |  Ended               |    |         |  Ended               |          |         |  Ended               |   |
|                                                                |                                                                         |                                           |         |          |         | June 30, 2008             |    |         | June 30, 2008             |          |         | June 30, 2008             |   |
|                                                                |                                                                         |                                           |         |          |         | (As Previously Reported)  |    |         | (Adjustments)             |          |         | (As Restated)             |   |
| ** CASH FLOWS FROM OPERATING ACTIVITIES:**                     |                                                                         |                                           |         |          |         |                      |    |         |                      |          |
|  Net Loss                                                      |                                                                         |                                           |  $      | (74,541)      |         | $                    | (9,913) |         | $                    | (84,454)      |         |
|                                                                |                                                                         |                                           |         |          |         |                      |    |         |                      |          |         |                      |   |
|  Adjustments to reconcile net loss to net cash                 |                                                                         |                                           |         |          |         |                      |    |         |                      |          |
|                                                                |  used in operating activities                                           |                                           |         |          |         |                      |    |         |                      |          |         |
|                                                                |  Stock options issued for director fees                                 |                                           |         | 2,750    |         |                      |    |         |                      | 2,750    |         |
|                                                                |  Depreciation expense                                                   |                                           |         | 49       |         |                      |    |         |                      | 49       |         |
|                                                                |  Stock options issued for services                                      |                                           |         | 1,500    |         |                      |    |         |                      | 1,500    |         |
|                                                                |  Changes in operating assets and liabilities:                           |                                           |         |          |         |                      |    |         |                      |          |         |
|                                                                |                                                                         |  Prepaid expenses                         |         |          | 750     |                      |    |         |                      |          | 750     |                      |
|                                                                |                                                                         |  Advances on purchases                    |         |          | (26,991)     |                      |    |         |                      |          | (26,991)     |                      |
|                                                                |                                                                         |  Deferred license fees                    |         |          | (16,392)     |                      |    | (51,783)     |                      |          | (68,175)     |                      |
|                                                                |                                                                         |  Accounts payable and accrued liabilities |         |          | 16,510  |                      |    |         |                      |          | 16,510  |                      |
|                                                                |                                                                         |  License fees payable                     |         |          | -       |                      |    | 61,696  |                      |          | 61,696  |                      |
|                                                                |                                                                         |                                           |         |          |         |                      |    |         |                      |          |         |                      |   |
|  NET CASH USED IN OPERATING ACTIVITIES                         |                                                                         |                                           | (96,365)     |          |         | -                    |    |         | (96,365)                  |          |
|                                                                |                                                                         |                                           |         |          |         |                      |    |         |                      |          |         |                      |   |
| ** CASH FLOWS FROM INVESTING ACTIVITIES:**                     |                                                                         |                                           |         |          |         |                      |    |         |                      |          |
|                                                                |  Investment in office equipment                                         |                                           |         | (1,288)       |         |                      |    |         |                      | (1,288)       |         |
|                                                                |                                                                         |                                           |         |          |         |                      |    |         |                      |          |         |                      |   |
|  NET CASH USED IN INVESTING ACTIVITIES                         |                                                                         |                                           | (1,288)      |          |         | -                    |    |         | (1,288)                   |          |
|                                                                |                                                                         |                                           |         |          |         |                      |    |         |                      |          |         |                      |   |
| ** CASH FLOWS FROM FINANCING ACTIVITIES:**                     |                                                                         |                                           |         |          |         |                      |    |         |                      |          |
|                                                                |  Repayment of note payable - related party                              |                                           |         | (1,846)       |         |                      |    |         |                      | (1,846)       |         |
|                                                                |  Proceeds from sale of common stock                                     |                                           |         | 100,000  |         |                      |    |         |                      | 100,000  |         |
|                                                                |                                                                         |                                           |         |          |         |                      |    |         |                      |          |         |                      |   |
|  NET CASH PROVIDED BY FINANCING ACTIVITIES                     |                                                                         |                                           | 98,154  |          |         | -                    |    |         | 98,154               |          |
|                                                                |                                                                         |                                           |         |          |         |                      |    |         |                      |          |         |                      |   |
|  NET CHANGE IN CASH                                            |                                                                         |                                           | 501     |          |         | -                    |    |         | 501                  |          |
|  Cash, Beginning of Period                                     |                                                                         |                                           | 17      |          |         |                      |    |         | 17                   |          |
|                                                                |                                                                         |                                           |         |          |         |                      |    |         |                      |          |         |                      |   |
| ** Cash, End of Period**                                       |                                                                         |  $                                        | 518     |          | $       | -                    |    | $       | 518                  |          |
|                                                                |                                                                         |                                           |         |          |         |                      |    |         |                      |          |         |                      |   |
|  SUPPLEMENTAL DISCLOSURE OF                                    |                                                                         |                                           |         |          |         |                      |    |         |                      |          |
|                                                                |  CASH FLOWS INFORMATION:                                                |                                           |         |          |         |                      |    |         |                      |          |         |
|                                                                |  Interest paid                                                          |                                           |  $      | 80       |         | $                    |    |         | $                    | 80       |         |
|                                                                |  Income tax paid                                                        |                                           |  $      | -        |         | $                    | -  |         | $                    | -        |         |
|                                                                |                                                                         |                                           |         |          |         |                      |    |         |                      |          |         |                      |   |
| ** NON-CASH FINANCING AND**

** INVESTING TRANSACTIONS:** |                                                                         |                                           |         |          |         |                      |    |         |                      |          |
|                                                                |  warrants issued in connection with

 issuance of convertible debt |                                           |         | -        |         |                      | -  |         |                      | -        |         |

- 46 -

**NOTE 4 – GOING CONCERN**

As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $172,749 at June 30, 2009 and had a net loss and cash used in operations of $86,463 and $98,043 for the fiscal year ended June 30, 2009, respectively, with no revenues since inception.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds,there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

**NOTE 5 – ADVANCE ON PURCHASES**

On February 22, 2008, the Company placed a purchase order to acquire an AO-System® for Electrochemical Disinfection of Cold and Warm Drinking Water from Hydrosystemtechnik, GmbH for €35,250 (equivalent to $53,982 at February 22, 2008), 50% of which (€17,625) has been paid on February 25, 2008 and the remaining balance of (€17,625) being extended to be due and payable on November 30, 2009.

**NOTE 6 – OFFICE EQUIPMENT**

Office equipment, stated at cost, less accumulated depreciation at June 30, 2009 and 2008 consisted of the following:

|                               |                               |        |               |             |        |               |         |             |        |
|-------------------------------|-------------------------------|--------|---------------|-------------|--------|---------------|---------|-------------|--------|
|                          | Estimated Useful Life (Years) |   | June 30, 2009 |        |   | June 30, 2008 |    |
| Office equipment              | 5                             |   | $             | 1,288  |   |          | $  | 1,288  |   |
|                          |                          |   |          |        |   |          |    |        |   |
|                          |                          |   |          | 1,288  |   |          |    | 1,288  |   |
| Less accumulated depreciation |                          |   |          | (307)       |   |          |    | (49)        |   |
|                          |                          |   | $             | 981    |   |          | $  | 1,239  |   |

Depreciation expense for the fiscal year ended June 30, 2009 and 2008 was $258 and $49, respectively.

**NOTE 7 – EXCLUSIVE TECHNOLOGY LICENSE**

On September 3, 2007 (“Effective Date”), the Company acquired an exclusive technology license (“Agreement”) for the Territory of North America, comprising Canada, the United States and Mexico to manufacture or assemble and market the AO-System water treatment system (AO – Anodic Oxidation) from Hydrosystemtechnik, GmbH (“Grantor”), a German corporation.  The Company has agreed to pay a licensing fee as follows: (i)€10,000 (equivalent to $13,635 at September 3, 2007) within 120 days of the  Effective Date; (ii) €20,000 (equivalent to $27,270 at September 3, 2007) on November 30, 2008; and (iii) €20,000 (equivalent to $27,270 at June 30, 2009) upon AO-System being certified and approved by the United States Environmental Protection Agency (“EPA”) for selling on a commercial basis in the United States, or €50,000 (equivalent to $68,175 at September 3, 2007) in aggregate, all of which are non-refundable and may be recouped from the future Product Royalty in perpetuity at ten percent (10%) of the Net Selling Price on all AO water treatment systems assembled or manufactured by the Company or a subcontract manufacture utilized by the Company and paid for by customers of the Company due and payable quarterly within 30 days from the last day of the quarter provided the Company exercises its right to manufacture or assemble AO-Systems.  In the event the Company does not manufacture or assemble AO-Systems, the Company pays no royalty on finished units purchased from GRANTOR and resold to customers of the Company, the license fees will no longer be considered prepaid royalties   and the Company will amortize prepaid royalties over the remaining legal life of the patent of AO System, or estimated useful life, or the term of the contract, whichever is shorter in the event that the Company decides not to manufacture or assemble AO-System.

The Company’s exclusive license right to sell finished AO Units in the territory is contingent upon the Company achieving minimum annual sales volume as defined in Table 1 of Appendix B of this Agreement among other terms and conditions at the end of each business year, beginning with the third (3rd) anniversary after the effective date of this Agreement.  In the event 

 

- 47 -

the objectives defined in years three (3) through five (5) of Table 1 in Appendix B are not attained at the end of each business year, this agreement shall, at the option of the GRANTOR, automatically revert to a non-exclusive marketing agreement and the Company will no longer have the right in manufacturing or assembling of AO Systems.

The Company determined that the (iii) payment required under the exclusive license agreement upon approval of U.S. EPA is a contractual liability instead of contingent liability as the AO system has been certified and approved by the European Union for selling on a commercial basis in Europe and the United States Environmental Protection Agency’s certification and approval for selling on a commercial basis in the United States is a matter of procedure and recorded deferred license fees and related license fees payable of $68,175, €50,000 measured in U.S. Dollar at September 3, 2007, the transaction date upon signing of the Exclusive License Agreement.

**NOTE 8 – CONVERTIBLE NOTES PAYABLE**

Convertible notes payable at June 30, 2009 and 2008 consisted of the following:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |        |               |              |        |               |        |        |        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|--------------|--------|---------------|--------|--------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | June 30, 2009 |         |   | June 30, 2008 |   |
| Convertible notes payable of $12,000 issued to individual note holders from July 24, 2008 through August 23, 2008 with simple interest at 8.00% per annum due one (1) year from the date of issuance, convertible to common stock at $0.50 per share inclusive of warrants to purchase 12,000 shares at $1.00 per share expiring three (3) year from the date of issuance, all of which have been converted to shares of the Company’s common stock when due. |   | $             | 12,000  |   |          | $      | -      |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |          |         |   |          |   |   |   |
| Fair value of warrants issued in connection with issuance of convertible note payable                                                                                                                                                                                                                                                                                                                                                                              |   |          | (2,640)      |   |          |   | -      |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |          |         |   |          |   |   |   |
| Amortization of the fair value of warrants                                                                                                                                                                                                                                                                                                                                                                                                                         |   |          | 2,328   |   |          |   | -      |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |          |         |   |          |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | $             | 11,688  |   |          | $      | -      |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |          |         |   |          |   |

In connection with the issuance of convertible notes payable issued between July 24, 2008 and August 23, 2008, the Company issued warrants to purchase an aggregate of 12,000 shares of its common stock to the convertible note holders with an exercise price of $1.00 per share expiring three (3) years from the date of issuance, all of which have been earned upon issuance.  The fair value of these warrants granted, estimated on the date of grant, was $2,640, which has been recorded as a debit to financing cost and a credit to additional paid-in capital, using the Black-Scholes option-pricing model with the following weighted-average assumptions: 

|                             |        |        |        |        |        |        |         |        |
|-----------------------------|--------|--------|--------|--------|--------|--------|---------|--------|
| Expected option life (year) |   |   |   |   |   |   | 3       |   |
| Expected volatility         |   |   |   |   |   |   | 163.00% |   |
| Risk-free interest rate     |   |   |   |   |   |   | 3.23%   |   |
| Dividend yield              |   |   |   |   |   |   | 0.00%   |   |

The Company amortizes the fair value of the warrants of $2,640 over the life of the convertible notes payable of one (1) year from the date of issuance, $2,328 of which was amortized as financing cost for the fiscal year ended June 30, 2009 and the remaining balance of $312 are to be expensed for the fiscal year ending June 30, 2010.

**NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)**

*Sale of common stock*

The Company was incorporated on May 12, 2006.  In May 2006, 200,000 shares of its common stock were sold to the Company’s founder and President at $0.01 per share for $2,000 in cash.

During fiscal year 2007, the Company sold 300,000 shares of its common stock to the Company’s founder and President at $0.01 per share for $3,000 in cash.

During fiscal year 2008, the Company sold 1,000,000 shares of its common stock at $0.10 per share for $100,000 in cash.

On November 25, 2008, the Company’s Board of Directors authorized a Regulation D, Rule 504 stock sale and entered into a definitive agreement relating to the private placement of $7,500 of its securities through the sale of 15,000 shares of its common stock at $0.50 per share inclusive of a stock warrant to purchase 15,000 shares of its common stock 

 

- 48 -

exercisable at $1.00 expiring three (3) years from the date of issuance with Ryan Edington, the brother of Jerod Edington, the Vice-president and Chief Operating Officer of the Company.  The fair value of these warrants granted, estimated on the date of grant, was $3,300, which has been recorded as additional paid-in capital, using the Black-Scholes option-pricing model with the following weighted-average assumptions: 

|                             |        |        |        |        |        |        |         |        |
|-----------------------------|--------|--------|--------|--------|--------|--------|---------|--------|
| Expected option life (year) |   |   |   |   |   |   | 3       |   |
| Expected volatility         |   |   |   |   |   |   | 163.00% |   |
| Risk-free interest rate     |   |   |   |   |   |   | 3.34%   |   |
| Dividend yield              |   |   |   |   |   |   | 0.00%   |   |

On January 23, 2009, the Company sold 250,000 shares of its common stock at $0.20 per share to Ron Kunisaki, the president of the company, for $50,000 in cash.

*Stock option plan*

On May 19, 2006, the Company’s board of directors approved the adoption of the “2006 Non-Qualified Stock Option and Stock Appreciation Rights Plan” (“2006 Plan”) by unanimous consent.  The 2006 Plan was initiated to encourage and enable officers, directors, consultants, advisors and key employees of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock.  A total of 1,000,000 of the authorized shares of the Company’s common stock may be subject to, or issued pursuant to, the terms of the plan.  The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.  Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises.

For the fiscal year ended June 30, 2008, the Board of Director of the Company approved and granted stock options to purchase an aggregate of 85,000 shares of its common stock, par value $.001 per share (the “Common Stock”) at $0.25 per share expiring on June 30, 2013, five (5) years from the date of issuance, vested upon issuance.  On November 21, 2008, an officer and director of the Company resigned and surrendered his outstanding stock option to purchase 15,000 shares of the Company’s common stock to the Company.

The fair value of each option grant estimated on the date of grant uses the Black-Scholes option-pricing model with the following weighted-average assumptions:

|                             |        |        |        |        |               |        |         |        |
|-----------------------------|--------|--------|--------|--------|---------------|--------|---------|--------|
|                        |   |   |   |   | June 30, 2008 |   |
|                        |   |   |   |
| Expected option life (year) |   |   |   |   |          |   | 5       |   |
| Expected volatility         |   |   |   |   |          |   | 85.000% |   |
| Risk-free interest rate     |   |   |   |   |          |   | 3.375%  |   |
| Dividend yield              |   |   |   |   |          |   | 0.000%  |   |
|                        |   |   |   |   |          |   |

The fair value of the stock options issued in June 2008 under the 2006 Plan using the Black-Scholes Option Pricing Model was $4,250 at the date of grant, all of which have being recognized as stock based compensation and so included in the statements of operations upon issuance.  For the fiscal year ended June 30, 2009, the Company did not grant any stock options nor record any stock-based compensation.

The table below summarizes the Company’s stock option activity for the fiscal year ended June 30, 2009 and 2008:

 

- 49 -

 

|                                       |        |                                                  |         |                                                              |        |                                                     |                    |                                      |        |                                                     |        |                    |        |        |        |        |        |        |        |        |                    |        |        |        |
|---------------------------------------|--------|--------------------------------------------------|---------|--------------------------------------------------------------|--------|-----------------------------------------------------|--------------------|--------------------------------------|--------|-----------------------------------------------------|--------|--------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------------------|--------|--------|--------|
|                                  |   | **Number of**

** Option Shares** |    | **Exercise Price Range**

** Per Share** |   | **Weighted **

**Average Exercise Price** |               | **Fair Value**

**at Date of Grant** |   | **Aggregate**

** Intrinsic**

** Value** |   |
|                                  |   |                                             |    |                                                         |   |                                                |               |                                 |   |                                                |   |
| Balance, June 30, 2007                |   |                                             | -       |                                                         |   |                                                | $                  | -                                    |   |                                                |   | $                  | -      |   |   |   | -      |   |   |   | $                  | -      |   |   |
|                                  |   |                                             |    |                                                         |   |                                                |               |                                 |   |                                                |   |               |   |   |   |   |   |   |   |   |               |   |   |   |
| Granted                               |   |                                             | 85,000  |                                                         |   |                                                |     | 0.25                                 |   |                                                |   |     | 0.25   |   |   |   | 4,250  |   |   |   |     | -      |   |   |
| Canceled                              |   |                                             | -       |                                                         |   |                                                |               | -                                    |   |                                                |   |               | -      |   |   |   |   |   |   |   |               | -      |   |   |
| Exercised                             |   |                                             | -       |                                                         |   |                                                |               | -                                    |   |                                                |   |               | -      |   |   |   |   |   |   |   |               | -      |   |   |
| Expired                               |   |                                             | -       |                                                         |   |                                                |               | -                                    |   |                                                |   |               | -      |   |   |   |   |   |   |   |               | -      |   |   |
| Balance, June 30, 2008                |   |                                             | 85,000  |                                                         |   |                                                |     | 0.25                                 |   |                                                |   |     | 0.25   |   |   |   | 4,250  |   |   |   |     | -      |   |   |
|                                  |   |                                             |    |                                                         |   |                                                |               |                                 |   |                                                |   |               |   |   |   |   |   |   |   |   |               |   |   |   |
| Granted                               |   |                                             | -       |                                                         |   |                                                |               | -                                    |   |                                                |   |               | -      |   |   |   |   |   |   |   |               | -      |   |   |
| Canceled                              |   |                                             | (15,000 | )                                                       |   |                                                |               | 0.25                                 |   |                                                |   |               | 0.25   |   |   |   | -      |   |   |   |               | -      |   |   |
| Exercised                             |   |                                             | -       |                                                         |   |                                                |               | -                                    |   |                                                |   |               | -      |   |   |   |   |   |   |   |               | -      |   |   |
| Expired                               |   |                                             | -       |                                                         |   |                                                |               | -                                    |   |                                                |   |               | -      |   |   |   |   |   |   |   |               | -      |   |   |
| Balance, June 30, 2009                |   |                                             | 70,000  |                                                         |   |                                                | $        | 0.25                                 |   |                                                |   | $        | 0.25   |   |   |   | 4,250  |   |   |   | $        | -      |   |   |
|                                  |   |                                             |    |                                                         |   |                                                |               |                                 |   |                                                |   |               |   |   |   |   |   |   |   |   |               |   |   |   |
| Vested and exercisable, June 30, 2009 |   |                                             | 70,000  |                                                         |   |                                                | $        | 0.25                                 |   |                                                |   | $        | 0.25   |   |   |   | 4,250  |   |   |   | $        | -      |   |   |
|                                  |   |                                             |    |                                                         |   |                                                |               |                                 |   |                                                |   |               |   |   |   |   |   |   |   |   |               |   |   |   |
| Unvested, June 30, 2009               |   |                                             | -       |                                                         |   |                                                | $        | -                                    |   |                                                |   | $        | -      |   |   |   | -      |   |   |   | $        | -      |   |   |

 

 

The following table summarizes information concerning outstanding and exercisable stock options as of June 30, 2009:

|                              |        |                         |        |                                                         |        |                                     |        |                        |        |                                                         |        |                                     |        |        |        |        |        |        |        |
|------------------------------|--------|-------------------------|--------|---------------------------------------------------------|--------|-------------------------------------|--------|------------------------|--------|---------------------------------------------------------|--------|-------------------------------------|--------|--------|--------|--------|--------|--------|--------|
|                         |   | **Options Outstanding** |   | **Options Exercisable**                                 |   |
| **Range of Exercise Prices** |   | **Number Outstanding**  |   | **Average Remaining Contractual Life  (in years)** |   | **Weighted Average Exercise Price** |   | **Number Exercisable** |   | **Average Remaining Contractual Life  (in years)** |   | **Weighted Average Exercise Price** |   |
|                         |   |                    |   |                                                    |   |                                |   |                   |   |                                                    |   |                                |   |   |   |   |   |   |   |
| $0.25                        |   |                    | 70,000 |                                                    |   | 4.0                                 |   | $                      | 0.25   |                                                    |   | 70,000                              |   |   | 4.0    |   | $      | 0.25   |   |
|                         |   |                    |   |                                                    |   |                                |   |                   |   |                                                    |   |                                |   |   |   |   |   |   |   |
| $0.25                        |   |                    | 70,000 |                                                    |   | 4.0                                 |   | $                      | 0.25   |                                                    |   | 70,000                              |   |   | 4.0    |   | $      | 0.25   |   |

As of June 30, 2009, there were 930,000 shares of stock options available for issuance under the 2006 Plan.

*Warrants*

(i) In connection with the issuance of convertible notes payable issued between July 24, 2008 and August 23, 2008, the Company issued warrants to purchase 12,000 shares of its common stock in aggregate to the note holder with an exercise price of $1.00 per share and expiring three (3) years from the date of issuance, all of which have been earned upon issuance. The Company determined the fair value of the warrants issued was $2,640 using the Black-Scholes Option Pricing Model.

(ii) In connection with the sale of 15,000 shares of its common stock on November 25, 2008, the Company issued warrants to purchase 15,000 shares of its common stock to the investor with an exercise price of $1.00 per share and expiring three (3) years from the date of issuance, all of which have been earned upon issuance. Company determined the fair value of the warrants issued was $3,300 using the Black-Scholes Option Pricing Model.

The table below summarizes the Company’s warrants activity for the fiscal year ended June 30, 2009 and 2008:

 

- 50 -

|                                       |                                                   |        |                                                              |        |                                                     |                    |                                    |        |                                                     |        |                    |        |        |        |                    |        |        |        |        |                    |        |        |
|---------------------------------------|---------------------------------------------------|--------|--------------------------------------------------------------|--------|-----------------------------------------------------|--------------------|------------------------------------|--------|-----------------------------------------------------|--------|--------------------|--------|--------|--------|--------------------|--------|--------|--------|--------|--------------------|--------|--------|
|                                  | **Number of**

** Warrant Shares** |   | **Exercise Price Range**

** Per Share** |   | **Weighted **

**Average Exercise Price** |               | **Fair Value at Date of Issuance** |   | **Aggregate**

** Intrinsic**

** Value** |
|                                  |                                              |   |                                                         |   |                                                |               |                               |   |                                                |
| Balance, June 30, 2008                |                                              | -      |                                                         |   |                                                | $        | -                                  |   |                                                |   | $        | -      |   |   | $        | -      |   |   |   | $        | -      |   |
|                                  |                                              |   |                                                         |   |                                                |               |                               |   |                                                |   |               |   |   |   |               |   |   |   |   |               |   |   |
| Granted                               |                                              | 27,000 |                                                         |   |                                                |     | 1.00                               |   |                                                |   |     | 1.00   |   |   |     | 5,940  |   |   |   |     | -      |   |
| Canceled                              |                                              | -      |                                                         |   |                                                |               | -                                  |   |                                                |   |               | -      |   |   |               | -      |   |   |   |               | -      |   |
| Exercised                             |                                              | -      |                                                         |   |                                                |               | -                                  |   |                                                |   |               | -      |   |   |               | -      |   |   |   |               | -      |   |
| Expired                               |                                              | -      |                                                         |   |                                                |               | -                                  |   |                                                |   |               | -      |   |   |               | -      |   |   |   |               | -      |   |
| Balance, June 30, 2009                |                                              | 27,000 |                                                         |   |                                                | $        | 1.00                               |   |                                                |   | $        | 1.00   |   |   | $        | 5,940  |   |   |   | $        | -      |   |
|                                  |                                              |   |                                                         |   |                                                |               |                               |   |                                                |   |               |   |   |   |               |   |   |   |   |               |   |   |
| Earned and exercisable, June 30, 2009 |                                              | 27,000 |                                                         |   |                                                | $        | 1.00                               |   |                                                |   | $        | 1.00   |   |   | $        | 5,940  |   |   |   | $        | -      |   |
|                                  |                                              |   |                                                         |   |                                                |               |                               |   |                                                |   |               |   |   |   |               |   |   |   |   |               |   |   |
| Unvested, June 30, 2009               |                                              | -      |                                                         |   |                                                | $        | 1.00                               |   |                                                |   | $        | 1.00   |   |   | $        | -      |   |   |   | $        | -      |   |

The following table summarizes information concerning outstanding and exercisable warrants as ofJune 30, 2009:

|                              |                          |        |                                                         |        |                                     |        |                        |        |                                                         |        |                                     |        |        |        |        |        |        |
|------------------------------|--------------------------|--------|---------------------------------------------------------|--------|-------------------------------------|--------|------------------------|--------|---------------------------------------------------------|--------|-------------------------------------|--------|--------|--------|--------|--------|--------|
|                         | **Warrants Outstanding** |   | **Warrants Exercisable**                                |
| **Range of Exercise Prices** | **Number Outstanding**   |   | **Average Remaining Contractual Life  (in years)** |   | **Weighted Average Exercise Price** |   | **Number Exercisable** |   | **Average Remaining Contractual Life  (in years)** |   | **Weighted Average Exercise Price** |
| $1.00                        |                     | 27,000 |                                                    |   | 2.00                                |   | $                      | 1.00   |                                                    |   | 27,000                              |   |   | 2.00   |   | $      | 1.00   |
|                         |                     |   |                                                    |   |                                |   |                   |   |                                                    |   |                                |   |   |   |   |   |   |
| $1.00                        |                     | 27,000 |                                                    |   | 2.00                                |   | $                      | 1.00   |                                                    |   | 27,000                              |   |   | 1.00   |   | $      | 1.00   |

**NOTE 10 – RELATED PARTY TRANSACTIONS**

*Advances from stockholder*

The stockholder of the Company provides advances to the Company for its working capital. These advances bear no interest and have no formal repayment terms. Detailed advances are as follows:

On June 12, 2008, the president of the Company advanced the Company $2,000, which was fully repaid on July 24, 2008.

During the quarter ended December 31, 2008, Mr. Edington, the president of the Company advanced the Company $1,750 to be repaid on or before January 31, 2009.  During the quarter ended March 31, 2009, Mr. Edington, advanced the Company an additional $10,225 without interest, to be repaid on or before March 31, 2009.  Both of these advances were fully repaid as of March 31, 2009.

*Notes payable to stockholder*

The president of the Company loaned the company $ 2,500 with 6% per annum interest on February 5, 2007, to be repaid before December 31, 2007.  The note was fully satisfied on December 31, 2007.

The president of the Company loaned the company $ 2,000 without interest on June 12, 2008 to be repaid before December 31, 2008.   The note was fully satisfied on July 24, 2008.

*Consulting services from Vice President – Chief Operating Officer, Director and Stockholder*

Consulting services provided by the Vice President – Chief Operating Officer, Director and Stockholder for the fiscal year ended June 30, 2009 and 2008 is as follows:

|                                                         |        |               |        |        |               |        |        |        |
|---------------------------------------------------------|--------|---------------|--------|--------|---------------|--------|--------|--------|
|                                                    |   | June 30, 2009 |   |   | June 30, 2008 |   |
| Consulting services received and consulting fees booked |   | $             | 30,000 |   |          | $      | 23,500 |   |
|                                                    |   |          |   |   |          |   |   |   |
|                                                    |   | $             | 30,000 |   |          | $      | 23,500 |   |

- 51 -

**NOTE 11 – INCOME TAXES**

*Deferred tax assets*

At June 30, 2009, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $172,748, that may be offset against future taxable income through 2029.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $58,734, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $58,734.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $29,397 and $28,714 for the fiscal year ended June 30, 2009 and 2008, respectively.

Components of deferred tax assets at June 30, 2009 and 2008 are as follows:

|                                                     |        |               |              |               |         |              |        |
|-----------------------------------------------------|--------|---------------|--------------|---------------|---------|--------------|--------|
|                                                |   | June 30, 2009 |         | June 30, 2008 |    |
| Net deferred tax assets – Non-current:         |   |          |         |          |    |         |   |
|                                                |   |          |         |          |    |         |   |
| Expected income tax benefit from NOL carry-forwards |   | $             | 58,734  |          |    | 29,337  |   |
| Less valuation allowance                            |   |          | (58,734)     |          |    | (29,337)     |   |
| Deferred tax assets, net of valuation allowance     |   | $             | -       |          | $  | -       |   |

*Income taxes in the statements of operations*

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

|                                                                     |        |                                          |            |        |                                           |        |            |        |
|---------------------------------------------------------------------|--------|------------------------------------------|------------|--------|-------------------------------------------|--------|------------|--------|
|                                                                |   | For the Fiscal Year Ended

June 30, 2009 |       |   | For the Fiscal Year Ended 

June 30, 2008 |   |
|                                                                |   |                                     |       |   |                                      |   |       |   |
| Federal statutory income tax rate                                   |   |                                     | 34.0  | %      |                                      |   | 34.0  | %      |
| Change in valuation allowance on net operating loss

carry-forwards |   |                                     | (34.0)     | %      |                                      |   | (34.0)     |   |
| Effective income tax rate                                           |   |                                     | 0.0   | %      |                                      |   | 0.0   | %      |

**NOTE 12 – SUBSEQUENT EVENTS**

The Company has evaluated all events that occurred after the balance sheet date through October 13, 2009, the date when the financial statements were issued to determine if they must be reported.  The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follows:

*Extension of payment required under the purchased order placed on February 22, 2008*

On July 17, 2009, Hydrosystemtechnik, GmbH, issued Hydrodynex, Inc., an extension on the date by which Hydrodynex, Inc. is required to purchase an AO-System from Hydrosystemtechnik, GmbH, as agreed upon in the Amended Marketing, Distribution and License Agreement which was effective September 3, 2007.  This extension now states the purchase of an AO-System must be made by August 31, 2009.  On September 22, 2009 Hydrosystemtechnik, GmbH, further extended the agreement until November 30, 2009.

*Issuance of shares of common stock for conversion of convertible notes payable*

On August 23, 2009, pursuant to the Bridge Loan Agreement entered into by Kyle Drexel and Hydrodynex, Inc., dated August 22, 2008, Mr. Drexel exercised the conversion rights of the promissory note at the agreed rate of $0.25 per share. The original loan to the Company was in the amount of $5,000, and the 365 days of interest at 8% per annum of $400, equates to a conversion value of 21,600 shares.

 

- 52 -

On July 25, 2009, pursuant to the Bridge Loan Agreement entered into by Triax Capital Management and Hydrodynex, Inc., dated July 24, 2008, Triax Capital Management exercised the conversion rights of the promissory note at the agreed rate of $0.25 per share. The original loan to the Company was in the amount of $4,000, and the 365 days of interest at 8% per annum of $320, equates to a conversion value of 17,280 shares.

On September 2, 2009, pursuant to the convertible Promissory note between Robert and Shannon Rand and the Company entered into on July 23, 2008 in the amount of $3,000, the Company has repaid in full $3,240, which includes the payment of interest at 8% per annum.

*Sale of common stock*

On September 26, 2009, the Company sold 30,000 shares of common stock at $0.25 per share for $7,500 in cash.

 

- 53 -

**ITEM 9.**   **CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**

None.

**ITEM 9A**  **CONTROLS AND PROCEDURES**

Management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: 

·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of June 30, 2009.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in*Internal Control – Integrated Framework* and *Internal Control over Financial Reporting-Guidance for Smaller Public Companies.*

Amaterial weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. 

We identified a material weakness in our internal control over financial reporting as of June 30, 2009 because fundamental elements of an effective control environment were not present as of June 30, 2009, including independent oversight and review of financial reporting, the financial reporting processes and procedures, and internal control procedures by our board of directors as we have not established an audit committee and our full board has not been adequately performing those functions.  There exists a nearly complete overlap between management and our board of directors, with four of our five directors being members of management, and the other director, Peter Schmid being a former member of management.  Specifically, we do not currently have the ability to objectively monitor the processes and procedures of financial reporting as the individuals responsible for financial reporting also comprise all but one of the members of our board of directors.  Additionally, due to insufficient staffing and lack of full-time personnel, it has not been possible to ensure appropriate segregation of duties between incompatible functions and formalized monitoring procedures have not, to date, been established or implemented.  In the course of our assessment, we also identified that there were control deficiencies which were the result of our not maintaining a sufficient complement of personnel to ensure that financial information (both routine and non-routine) is adequately analyzed and reviewed on a timely basis to detect misstatements.  Essentially, the material weaknesses we have identified in our assessment are the same as those identified in our assessment as of June 30, 2008.  Due to a lack of sufficient capital resources and our lack of independent outside directors, we have been unable to remedy the material weaknesses which existed last year.

Based on this assessment and the material weakness described above, management has concluded that internal control over financial reporting was not effective as of June 30, 2009.

 

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

 

- 54 -

We intend to take the following steps as soon as practicable to remediate the material weakness we identified as follows:

-

We will segregate incompatible functions using existing personnel where possible or, given sufficient capital resources, we will hire additional personnel to perform those functions.

-

To the extent we can attract outside directors, we will increase the oversight and review procedures of our board of directors with regard to financial reporting, financial reporting processes and procedures and internal control procedures.

-

To the extent we can attract outside directors, we will nominate an audit committee to review and assist the board with its oversight responsibilities.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended June 30, 2009, that materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.

**ITEM 9B**   **OTHER INFORMATION**

None.

 

- 55 -

**PART III**

**ITEM 10.**   **DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**

**A.****Directors, Executive Officers, Promoters and Control Persons**

Our current executive officers, directors and significant employees of Hydrodynex are as follows:

|                  |        |         |        |                                                                                                                                                                                                                                                                                                                                           |
|------------------|--------|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Name**         |   | **Age** |   | **Position**                                                                                                                                                                                                                                                                                                                              |
|             |   |    |   |                                                                                                                                                                                                                                                                                                                                      |
| Ronald Kunisaki  |   | 52      |   | President, Chief Executive Officer, & Director since February 6, 2009.                                                                                                                                                                                                                                                                    |
|             |   |    |   |                                                                                                                                                                                                                                                                                                                                      |
| Richard Kunisaki |   | 51      |   | Chief Financial Officer, Treasurer, & Director since February 6, 2009.                                                                                                                                                                                                                                                                    |
|             |   |    |   |                                                                                                                                                                                                                                                                                                                                      |
| Jerod Edington   |   | 32      |   | Vice President, Chief Operating Officer & Director since February 6, 2009.

President, Chief Executive Officer, & Director from January 10, 2008, through February 6, 2009.  President & Director from August 18, 2007, through January 10, 2008.

Vice President, Secretary, & Director from May 19, 2006, through August 18, 2007. |
|             |   |    |   |                                                                                                                                                                                                                                                                                                                                      |
| Derek Grant      |   | 30      |   | Secretary, & Director since February 6, 2008

Secretary, Chief Financial Officer, Treasurer, & Director from November 24, 2008, through February 6, 2008.                                                                                                                                                                                 |
|             |   |    |   |                                                                                                                                                                                                                                                                                                                                      |
| Peter Schmid     |   | 54      |   | Director Since August 18, 2007. 

Vice President & Director from August 18, 2007, through February 6, 2009.                                                                                                                                                                                                                               |

Each director is elected to hold office for a one year term or until the next annual meeting of stockholders and until his successor is elected and qualified. The officers of Hydrodynex serve at the pleasure of Hydrodynex’ Board of Directors.

The following sets forth certain biographical information with respect to the directors and executive officers of Hydrodynex.

**Ronald Kunisaki- Director, Chief Executive Officer, and President**.  Mr. Kunisaki earned a B.A. in Economics from UCLA in 1979 and a Juris Doctor from George Washington University Law School in 1983.  He is currently an “inactive” member of the California Bar Association.  He was President and Founder of Kiyo International, an international consulting group specializing in licensing technologies between U.S. and Japanese companies, for nine years.  He then worked for three years as Vice President and Co-Founder of Innovative Sports Technologies, a specialty designer and marketer of graphite golf shafts.  For the nine years following that, Mr. Kunisaki was the President and Founder of Innovative Hockey, Inc., a designer, manufacturer and marketer of  graphite hockey sticks. With a manufacturing plant in Tijuana, Mexico (over 300 employees at its peak), and revenues in excess of $10 million.  For 3 years, he has acted as the President of Warrior Sports Manufacturing.  

**Richard Kunisaki - Director, Chief Financial Officer, and Treasurer.**  Mr. Kunisaki earned a B.S. in Accounting Theory and Practice at California State University of Northridge. He received his certificate as a Certified Public Accountant from the State of California in 1994.  Mr. Kunisaki has over 22 years of professional accounting and financial management experience as a Certified Public Accountant and as a Controller with a Innovative Hockey, Inc., and Warrior Sports Manufacturing.  Mr. Kunisaki is a member of the California Society of Certified Public Accountants. 

**Jerod Edington - Founder, Vice President, Chief Operating Officer, and Director.  **Mr. Edington attended the University of Washington in Seattle, Washington.  He earned a B.S. in Zoology in 2000.  He did radiation cancer and tumor research at the University of Washington Medical center’s Radiation Oncology Dept. for two years, receiving the coveted Mary Gate’s Endowment award for undergraduate research and co-authored a front-cover research report for “Biotechniques” magazine.  He has also been working in the TV/Film Production business for the past 5 years as President of Naked 

 

- 56 -

Lumberjack Productions where he oversaw production of commercials, feature films, music videos, etc.  He is also a professional actor in the Screen Actors Guild and American Federation of TV and Radio Artists Unions.

**Peter Schmid - Director.  **Mr. Schmid was trained as a foreign sales businessman and received a marketing diploma from the Volkshochshule in Munich, Germany, in 1975.  In 1993 he founded Investment Management Financial Services, located in Aying, Germany, and acts as President and an investment manager for the company through present day.

**Derek Grant - Secretary and Director.**  Mr. Grant earned a B.S. in Business Marketing at San Jose State University.  He worked in the Financial Consulting business at Salomon Smith Barney before settling at Silicon Valley based startup, Qumu, Inc., formerly Media Publisher.  He was one of the founding members at the firm and was instrumental in Qumu's substantial growth over the past five years where the company was recently recognized by Inc.com and Deloitte Consulting as one of the fastest growing company in America.  Mr. Grant currently runs Sales Operations for the Western US & Canada.

There are no family relationships between any of the directors and executive officers.

**Involvement in Certain Legal Proceedings**

To our knowledge, during the past five years, no present director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent, or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment was not subsequently reversed, suspended or vacated; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

**B.****Section 16(a) Beneficial Ownership Reporting Compliance.**

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock.  Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.  We have no knowledge that, as of the date of this filing, our directors, executive officers, and persons who own more than ten percent of our common stock, have not filed an initial Form 3, Form 4 current report, or an annual Form 5****in a timely manner.

**Code of Ethics**

On August 15, 2008, we have adopted a Code of Business Conduct and Ethics for Directors, Officers and Employees and a Code of Ethics for the Chief Executive Officer and Senior Financial Officers.  Both are exhibits to this Report on Form 10-K.  We will provide to any person, without charge, upon request, a copy of our Code of Business Conduct and Ethics for Directors, Officers and Employees and a Code of Ethics for the Chief Executive Officer and Senior Financial Officers.  Any person may make such a request by mailing such a request addressed to our Chief Operations Officer and Vice President, Jerod Edington, at the address of our executive offices at 230 Bethany Rd. #128, Burbank, California 91504 or by faxing such a request to (702) 685-8887.

 

- 57 -

**Audit Committee and Audit Committee Financial Expert**

 

We are not a “listed company” under SEC rules and are therefore not required to have an audit committee comprised of independent directors.  As we are a development stage company with minimal revenues from operations, few employees, and relatively simple financial statements, as of June 30, 2009 we had not constituted any board committees, including an audit committee.  On August 15, 2008, we adopted charters for an Audit Committee, a Compensation Committee, and a Corporate Governance and Directors Nominating Committee, but will not have these committees until we have the resources to do so.  We do not have an audit committee financial expert who is an outside director. As our business grows and our financial statements become more complicated, we intend to seek an outside director who can qualify as an audit committee financial expert.

**ITEM 11.**   **EXECUTIVE COMPENSATION.**

**A.**   **Summary Compensation Table**

The table below sets forth the aggregate annual and long-term compensation paid by us during our last two fiscal years ended June 30, 2008 and June 30, 2009 to our Chief Executive Officers, Jerod Edington, who served as a our President and Chief Executive Officer from January 10, 2008 to February 6, 2009 and Ronald Kunisaki who served as our President and Chief Executive Officer from February 6, 2009 to the present (the “Named Executive Officer”). No executive officer’s salary and bonus exceeded $100,000 for the fiscal year 2008.

|                                        |        |           |        |                          |        |                         |        |                               |        |                                 |        |                                                       |        |                                                        |        |                                        |        |                       |        |        |        |        |        |        |        |        |        |
|----------------------------------------|--------|-----------|--------|--------------------------|--------|-------------------------|--------|-------------------------------|--------|---------------------------------|--------|-------------------------------------------------------|--------|--------------------------------------------------------|--------|----------------------------------------|--------|-----------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
| Name and

Principal

Position

(a)     |   | Year

(b) |   |  

Salary

($)

(c) |   |  

Bonus

($)

(d) |   |  Stock

Awards

($)

(e) |   |  

Option Awards

($)

(f) |   |  Non-Equity Incentive Plan Compensation ($)

(g) |   | Non-Qualified Deferred Compensation Earnings

($)

(h) |   |  All other Compensation

($)

(i) |   |  Total

($)

(j) |
| Ronald Kunisaki

Pres. &

CEO, Dir.    |   |      | 2009   |                     |   | 0                       |   |                          | 0      |                            |   | 0                                                     |   |                                                   | 0      |                                   |   | 0                     |   |   | 0      |   |   | 0      |   |   | 0      |
|                                   |   |      |   |                     |   |                    |   |                          |   |                            |   |                                                  |   |                                                   |   |                                   |   |                  |   |   |   |   |   |   |   |   |   |
| Jerod Edington

Vice Pres. & COO, Dir. |   |      | 2008   |                     |   | 22,500                  |   |                          | 0      |                            |   | 0                                                     |   |                                                   | 1,250  |                                   |   | 0                     |   |   | 0      |   |   | 0      |   |   | 23,750 |
|                                   |   |      | 2009   |                     |   | 30,000                  |   |                          | 0      |                            |   | 0                                                     |   |                                                   | 0      |                                   |   | 0                     |   |   | 0      |   |   | 0      |   |   | 30,000 |

**B.****Narrative Disclosure to Summary Compensation Table**

Ronald Kunisaki has not entered into a formal written employment agreement with HydroDynex and has not been compensated in any manner to date for his service as our President and CEO since his appointment in February 2009.

Jerod Edington has also not entered into formal written employment contract with HydroDynex.  Jerod Edington is a consultant for the company per an agreement entered into on an at will basis with a monthly fee of $2,500 that began October 2007.  Jerod Edington was not paid his entire salary for June 2008 to June 2009, and such wage shortfalls shall be accrued and paid later.  Mr. Edington’s consulting fees end September of 2009.  On July 31, 2008, Jerod Edington was granted a non-statutory stock option to purchase 25,000 shares of common stock at $0.25 per share with all of the options vesting immediately for services performed during the fiscal year ended June 30, 2008.  Those options were valued at $1,250.

**C.****Outstanding Equity Awards at Fiscal Year End**

Ronald Kunisaki has not been granted any HydroDynex stock options.  In August 2008, Jerod Edington was granted a non-statutory stock option to purchase 25,000 shares of common stock under the Hydrodynex 2006 Non-Qualified Stock Option Plan.  These options expire on July 31, 2013 and vested entirely upon the issue date.  The options are exercisable at the price of $0.25/share.

 

- 58 -

**D.****Compensation of Directors**

|        |                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------|
|   | No compensation was paid to directors for their director services during the fiscal year ending June 30, 2009. |

 

**ITEM 12.**   **SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.**

The following table sets forth, as of October 12, 2009 certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers.  The percentage of shares beneficially owned is based on 1,833,880 shares of common stock outstanding as of October 12, 2009.  Shares of common stock subject to stock options and warrants that are currently exercisable or exercisable within 60 days of October 12, 2009, are deemed to be outstanding for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.  Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.  Except as otherwise listed below, the address of each person is 230 Bethany Rd., Ste. 128, Burbank, CA 91504.

|                                                                    |                                              |                               |
|--------------------------------------------------------------------|----------------------------------------------|-------------------------------|
| **Name and Address ofBeneficial Owner**                            | **Amount and Nature ofBeneficial Ownership** | **Percentageof Class****(1)** |
| Jerod Edington, Vice Pres., COO, Dir. (1)                          | 525,000 shares                               | 28.2%                         |
| Ronald Kunisaki, Pres., CEO, Dir. (2)                              | 250,000 shares                               | 13.6%                         |
| Peter Schmid, Dir. (3)                                             | 140,000 shares                               | 7.6%                          |
| Derek Grant, Sec, Dir. (4)                                         | 5,000 shares                                 | 0.3%                          |
| Steven Espey

358 E. 69th St.,

New York, NY 10021                 | 100,000 shares                               | 5.5%                          |
| Thomas Keller

4533 Lower Thomas Ranch Rd.,

Miranda, CA 95553     | 100,000 shares                               | 5.5%                          |
| Karsten Behrens

Rue de L’Union 16, 1800

Vevey, Switzerland  | 100,000 shares                               | 5.5%                          |
| Triax Capital Management1314 S Grand Ste. 2-176

Spokane, WA 99202 | 100,000 shares                               | 5.5%                          |
| Executive officers and directors as a group

3 persons (5)         | 920,000 shares                               | 49.7%                         |

|     |                                                                                                                                                                                                                                                               |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Jerod Edington, Vice President, COO, and director.  The holdings of Jerod Edington include 500,000 shares of common stock and options to purchase 25,000 shares at $0.25 per share that are exercisable currently or within 60 days of October 12, 2009. |
| (2) | Ronald Kunisaki, President, CEO, and director.  The holdings of Ronald Kunisaki include 250,000 shares of common stock.                                                                                                                                  |
| (3) | Peter Schmid, director. The holdings of Mr. Schmid include 125,000 shares of common stock and options common stock and options to purchase 15,000 shares at $0.25 per share that are exercisable currently or within 60 days of October 12, 2009.             |
| (4) | Derek Grant, Secretary and director.  The holdings of Mr. Grant include 5,000 shares of common stock.                                                                                                                                                    |
| (5) | The holdings of the executive officers and directors as a group include an aggregate of 880,000 shares of common stock, and 40,000 option shares exercisable currently or within 60 days of October 12, 2009.                                                 |

**Equity Compensation Plan Information**

The following table sets forth information about the common stock available for issuance under compensatory plans and arrangements as of June 30, 2009:

 

- 59 -

 

|                                                            |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                              |        |                                                                              |        |                                                                                                                                            |        |        |         |        |  |  |  |  |  |  |  |  |
|------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------|--------|--|--|--|--|--|--|--|--|
|                                                       |                                                                                                                                                                                                                                                                                                                                                                      | (a)                                                                                          |   | (b)                                                                          |   | (c)                                                                                                                                        |   |
| Plan Category                                              |                                                                                                                                                                                                                                                                                                                                                                      | Number of securities to be issued upon exercise of outstanding options, warrants and rights. |   | Weighted-average exercise price of outstanding options, warrants, and rights |   | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) |   |
| Equity compensation plan approved by security holders (1)  |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                         | 0      |                                                                         | $      | 0                                                                                                                                          |   |   | 930,000 |   |
| Equity compensation plans not approved by security holders |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                         | 0      |                                                                         | $      | 0                                                                                                                                          |   |   |    |   |
| Total                                                      |                                                                                                                                                                                                                                                                                                                                                                      |                                                                                         | 0      |                                                                         | $      | 0                                                                                                                                          |   |   | 930,000 |   |
|                                                       |                                                                                                                                                                                                                                                                                                                                                                      |
| (1)                                                        | On May 19, 2006 the shareholders of Hydrodynex adopted the 2006 Non-Qualified Stock Option and Stock Appreciation Rights Plan with 1,000,000 shares of common stock reserved for issuance under the Plan under which the board of directors may grant incentive or non-statutory stock options to officers, directors, employees, consultants and advisors of Hydrodynex. |

**ITEM 13.**   **CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.**

In July 2008, the Board of Director’s approved and granted the issuance of 55,000 non-statutory stock options from the Company’s 2006 Non-Qualified Stock Option Plan to officers of the company.  These options expire on July 31, 2013 and vested entirely upon issue date.  The options are exercisable at the price of $ 0.25/share.  The purpose of granting the stock options was to encourage and enable officers, directors, consultants, advisors, other key employees and related parties of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock.  Jerod Edington was granted a non-statutory stock option to purchase 25,000 shares of common stock.  Blaine Davidson and Peter Schmid were each granted 15,000 shares of common stock.  Subsequently, 15,000 stock options were returned for no considerations from former officer, Blaine Davidson.

On January 23, 2009, the company issued 250,000 shares at $.20 per share to Ronald Kunisaki who subsequently became CEO, President, and a Director of Hydrodynex.

**Director Independence**

 

The Board of Directors has determined that none of its five members are currently “independent directors” as that term is defined in Rule 4200(a)(15**)** of the Marketplace Rules of the National Association of Securities Dealers.  We are not presently required to have independent directors.  If we ever become a listed issuer whose securities are listed on a national securities exchange or on an automated inter-dealer quotation system of a national securities association, which has independent director requirements, we intend to comply with all applicable requirements relating to director independence.

**ITEM 14.**   **PRINCIPAL ACCOUNTING FEES AND SERVICES.**

 

The aggregate fees billed by our principal accountant for services rendered during the fiscal years ended June 30, 2008 and 2009, are set forth in the table below:

|                        |        |                                                  |        |                                                  |        |        |
|------------------------|--------|--------------------------------------------------|--------|--------------------------------------------------|--------|--------|
| **Fee Category**  |   | **Year ended**

**June 30, 2009** |   | **Year ended**

**June 30, 2008** |
| Audit fees (1)         |   | $                                                | 15,864 |                                             | $      | 14,629 |
| Audit-related fees (2) |   |                                             | 0      |                                             |   | 0      |
| Tax fees (3)           |   | $                                                | 0      |                                             | $      | 0      |
| All other fees (4)     |   |                                             | 6,795  |                                             |   | 7,858  |
| Total fees             |   | $                                                | 22,659 |                                             | $      | 22,487 |

|     |                                                                                                                                                                                                                                                                                                                                               |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | “Audit fees” consists of fees incurred for professional services rendered for the audit of annual financial statements, for reviews of interim financial statements included in our quarterly reports on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements. |
| (2) | “Audit-related fees” consists of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”                                                                                                        |

 

- 60 -

 

|     |                                                                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | “Tax fees” consists of fees billed for professional services relating to tax compliance, tax advice and tax planning.                                |
| (4) | “All other fees” consists of fees billed for all other services, such as review of our registration statement on Form S-1 and EDGAR filing expenses. |

**Audit Committee’s Pre-Approval Policies and Procedures**

We do not at this time have an audit committee.  Our Board of Directors (in lieu of an audit committee) pre-approves the engagement of our principal independent accountants to provide audit and non-audit services Section 10A(i) of the Securities Exchange Act of 1934 prohibits our auditors from performing audit services for us as well as any services not considered to be “audit services” unless such services are pre-approved by the Board of Directors (in lieu of an audit committee) or unless the services meet certain de minimus standards.

 

- 61 -

**PART IV**

**ITEM 15.**   **EXHIBITS**

(a) 1 & 2.

Financial Statements See Item 8 in Part II of this report. 

All other financial statement schedules are omitted because the information required to be set forth therein is not applicable or because that information is in the financial statements or notes thereto. 

(a) 3.

Exhibits specified by item 601 of Regulation S-B.

**HYDRODYNEX, INC.**

**INDEX TO EXHIBITS**

|              |                                                                                                |                    |                                    |             |                      |  |  |  |  |
|--------------|------------------------------------------------------------------------------------------------|--------------------|------------------------------------|-------------|----------------------|--|--|--|--|
|         |                                                                                           |               | **Incorporated by**

**Reference** |
| **Exhibits** | **Description of Document**                                                                    | **Filed Herewith** | **Form**                           | **Exhibit** | **Filing**

**Date** |
|         |                                                                                           |               |                               |        |                 |
| 3.1          | Articles of Incorporation of Registrant                                                        |               | S-1                                | 3.1         | 06-30-08             |
|         |                                                                                           |               |                               |        |                 |
| 3.2          | Certificate of Amendment to Articles of Incorporation of Registrant                            |               | 8-K                                | 3.1         | 09-05-08             |
|         |                                                                                           |               |                               |        |                 |
| 3.3          | Bylaws of Registrant                                                                           |               | S-1                                | 3.2         | 06-30-08             |
|         |                                                                                           |               |                               |        |                 |
| 4.1          | Form of 2008 Promissory Notes and Warrant Purchase Agreement                                   |               | 8-K                                | 4.1         | 05-22-09             |
|         |                                                                                           |               |                               |        |                 |
| 4.2          | Form of 2008 Common Stock Purchase Warrant Agreement                                           |               | 8-K                                | 10.1        | 11-28-09             |
|         |                                                                                           |               |                               |        |                 |
| 10.1         | Amended Exclusive North American license between Hydrodynex, Inc. and Hydrosystemtechnik, GmbH |               | 8-K                                | 3.1         | 09-05-08             |
|         |                                                                                           |               |                               |        |                 |
| 10.2         | Hydrosystemtechnik, GmbH, License Agreement Extension letter                                   |               | 8-K                                | 3.1         | 09-24-09             |
|         |                                                                                           |               |                               |        |                 |
| 10.3         | 2006 Non-Qualified Stock Option and Stock Appreciation Rights Plan Dated May 19, 2006          |               | S-1                                | 10.2        | 06-30-08             |
|         |                                                                                           |               |                               |        |                 |
| 10.4         | Corporate Governance Guidelines                                                                |               | 10-K                               | 10.3        | 09-30-08             |
|         |                                                                                           |               |                               |        |                 |
| 10.5         | Corporate Governance and Director’s Nominating Committee Charter                          |               | 10-K                               | 10.4        | 09-30-08             |
|         |                                                                                           |               |                               |        |                 |
| 10.6         | Compensation Committee Charter                                                                 |               | 10-K                               | 10.5        | 09-30-08             |
|         |                                                                                           |               |                               |        |                 |
| 10.7         | Audit Committee Charter                                                                        |               | 10-K                               | 10.6        | 09-30-08             |
|         |                                                                                           |               |                               |        |                 |
| 10.8         | Promissory Note between Jerod Edington and HydroDynex dated September 3, 2009                  | X                  |                               |        |                 |
|         |                                                                                           |               |                               |        |                 |
| 14.1         | Code of Business Conduct and Ethics                                                            |               | 10-K                               | 14.1        | 05-22-09             |
|         |                                                                                           |               |                               |        |                 |
| 14.2         | Code of Ethics for the CEO and Senior Financial Officers                                       |               | 10-K                               | 14.2        | 05-22-09             |
|         |                                                                                           |               |                               |        |                 |
| 31.1         | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                              | X                  |                               |        |                 |
|         |                                                                                           |               |                               |        |                 |
| 31.2         | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                              | X                  |                               |        |                 |
|         |                                                                                           |               |                               |        |                 |
| 32.1         | Section 1350 Certifications                                                                    | X                  |                               |        |                 |

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**SIGNATURES**

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, as amended, the registrant caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Burbank, CA on this 13th day of October, 2009.

|        |                                                       |                     |
|--------|-------------------------------------------------------|---------------------|
|   |                                                  |                |
|   | HYDRODYNEX, INC.                                      |
|   |                                                  |                |
|   | By:                                         | /s/ Ronald Kunisaki |
|   | Ronald Kunisaki 

President & Chief Executive Officer |
|   |                                                  |

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant in the capacities indicated below on this 13th day of October, 2009.

|                      |        |                                                     |
|----------------------|--------|-----------------------------------------------------|
| **Signature**        |   | **Title**                                           |
|                 |   |                                                |
|                 |   |                                                |
| /s/ Ronald Kunisaki  |   | Director, President & Chief Executive Officer       |
| Ronald Kunisaki      |   | (Principal Executive Officer)                       |
|                 |   |                                                |
|                 |   |                                                |
| /s/ Richard Kunisaki |   | Director, Treasurer, & Chief Financial Officer      |
| Richard Kunisaki     |   | (Principal Financial and Accounting Officer)        |
|                 |   |                                                |
|                 |   |                                                |
| /s/ Jerod Edington   |   | Director, Vice President, & Chief Operating Officer |
| Jerod Edington       |   |                                                |
|                 |   |                                                |
|                 |   |                                                |
| /s/ Derek Grant      |   | Director & Secretary                                |
| Derek Grant          |   |                                                |
|                 |   |                                                |
|                 |   |                                                |
| /s/ Peter Schmid     |   | Director                                            |
| Peter Schmid         |   |                                                |

- 63 -