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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-Q

(Mark One)

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

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

Commission File Number 000-53669

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.[X] YES [ ] NO

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

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

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


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

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

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.[ ] YES [ ]
NO

APPLICABLE ONLY TO CORPORATE ISSUERS

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

1

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TABLE OF CONTENTS

|PART 1  FINANCIAL INFORMATION | 3       
|------------------------------ | --------
|                               | Item 1. 
|                               | Item 2. 
|                               | Item 3. 
|                               | Item 4. 
|PART II  OTHER INFORMATION    | 9       
|                               | Item 1. 
|                               | Item 1A.
|                               | Item 2. 
|                               | Item 3. 
|                               | Item 4. 
|                               | Item 5. 
|                               | Item 6. 
|SIGNATURES                     | 11      

2

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PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements

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

3

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

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

---

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

|                                                                                                                                   |   | March 31,  |   |   | December 31, |  
|---------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ------------ | -
|                                                                                                                                   |   | 2011       |   |   | 2010         |  
|                                                                                                                                   |   |            |   |   |              |  
|ASSETS                                                                                                                             |   |            |   |   |              |  
|Current Assets                                                                                                                     |   |            |   |   |              |  
|Cash and cash equivalents                                                                                                          | $ | 2,128      |   | $ | 14,076       |  
|Total Assets                                                                                                                       | $ | 2,128      |   | $ | 14,076       |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                              |   |            |   |   |              |  
|Current Liabilities                                                                                                                |   |            |   |   |              |  
|Accounts payable and accrued
      liabilities                                                                                     |   | 23,334     |   |   | 42,510       |  
|Due to related party (Note 3)                                                                                                      |   | 267        |   |   | 261          |  
|Loan payable (Note 4)                                                                                                              |   | 35,565     |   |   | 14,000       |  
|Total Current
      Liabilities                                                                                                    |   | 59,166     |   |   | 56,771       |  
|Commitments and Contingencies                                                                                                      |   |            |   |   |              |  
|Stockholders Deficit                                                                                                              |   |            |   |   |              |  
|Preferred Stock, $0.00001 par value; 
           authorized 100,000,000 shares, none issued
      and outstanding                  |   |           |   |   |             |  
|Common Stock, $0.00001 par value; 
           Authorized 800,000,000 shares, 
           165,358,040 shares issued and outstanding |   | 1,654      |   |   | 1,654        |  
|Additional paid-in capital                                                                                                         |   | 1,239,766  |   |   | 1,239,766    |  
|Deficit
      accumulated during the development stage                                                                             |   | (1,298,458 | ) |   | (1,284,115   | )
|Total Stockholders' Deficit                                                                                                        |   | (57,038    | ) |   | (42,695      | )
|Total Liabilities
      and Stockholders' Deficit                                                                                  | $ | 2,128      |   | $ | 14,076       |  

F-1

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

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

F-2

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

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

F-3

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

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

F-4

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

|1. | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Neohydro Technologies Corp. (the “Company”) was incorporated in the State of Nevada on November 13, 2007 as Rioridge Resources Corp. On July 22, 2008, the Company changed its name to Neohydro Technologies Corp. From December 14, 2007 to September 20, 2008, the Company’s principal business was the acquisition and exploration of mineral resources. On September 22, 2008, the Company entered into a licensing agreement and acquired the exclusive worldwide marketing, distribution and licensing rights to water sterilization technology. On March 31, 2009, the water sterilization technology license agreement was terminated by the licensor. On June 8, 2009, the Company entered into a licensing agreement to market and sell in Canada an environmental fuel efficient turbo technology called Green Interactive Hybrid System (“GIHS”). On September 1, 2009, the Company incorporated Green Interactive Hybrid Technologies Canada Inc. “GIH Canada” in the Province of Alberta, Canada as a wholly-owned subsidiary to better attract Canadian investment. On March 8, 2011, the GIHS license agreement was terminated by the licensor. The current primary activity of the Company involves seeking a company or companies that it can acquire or with which it can merge. The Company’s plans are now only in an early stage.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | These consolidated financial statements have been
      prepared on a going concern basis, which implies the Company will continue
      to realize its assets and discharge its liabilities in the normal course
      of business. The Company has not generated revenues since inception, has
      never paid dividends and is unlikely to generate earnings in the immediate
      or foreseeable future. The continuation of the Company as a going concern
      is dependent upon the continued financial support from its shareholders,
      the ability of the Company to obtain necessary equity financing to
      continue operations, and the attainment of profitable operations. As at
      March 31, 2011, the Company has a working capital deficit of $57,038 and
      has accumulated losses of $1,298,458 since inception. These factors raise
      substantial doubt regarding the Companys ability to continue as a going
      concern. These consolidated financial statements do not include any
      adjustments to the recoverability and classification of recorded asset
      amounts and classification of liabilities that might be necessary should
      the Company be unable to continue as a going concern.                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-5

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|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | c)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   | d)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             

F-6

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|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | d)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             

| | Level 1 | Financial assets and liabilities for which values are
      based on unadjusted quoted prices for identical assets or liabilities in
      an active market that management has the ability to access.                                                                                                                                                               
| | ------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                                      
| | Level 2 | Financial assets and liabilities for which values are
      based on quoted prices in markets that are not active or model inputs that
      are observable either directly or indirectly for substantially the full
      term of the asset or liability (commodity derivatives and interest rate
      swaps).                                                     
| |         |                                                                                                                                                                                                                                                                                                                                                                      
| | Level 3 | Financial assets and liabilities for which values are
      based on prices or valuation techniques that require inputs that are both
      unobservable and significant to the overall fair value measurement. These
      inputs reflect managements own assumptions about the assumptions a market
      participant would use in pricing the asset or liability.

| |    | When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety.  The Company conducts a review of fair value hierarchy classifications on a quarterly basis.  Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities.  At March 31, 2011, the company did not have any financial instruments that were required to be reported at fair value in the accompanying financial statements.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | e) | Reclassification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | Certain reclassifications have been made to the prior
      periods financial statements to conform to the current periods
      presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | f) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | The Companys management does not believe that any
      recently issued effective pronouncements, or pronouncements issued but not
      yet effective, if adopted, would have a material effect on the
    accompanying financial statements.                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | g) | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | In accordance with ASC 855, the Company evaluated
      subsequent events through the date these financial statements were issued.
      There were no material subsequent events that required recognition or
      additional disclosure in these financial
      statements.                                                                                                                                                                                                                                                                                                                                                                               

F-7

---

|3. | Related Party Balances/Transactions                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                               
|   | Due to related party balances, which are non-interest bearing, unsecured, and have no specific terms of repayment, consist of:

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

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

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

F-8

---

|4. | Loans Payable                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                     
|   | At March 31, 2011, the Company is indebted to an
      unrelated third party for $35,565 (December 31, 2010 - $14,000). The loan
      is non-interest bearing and is due on demand.
|   |                                                                                                                                                                                     
|5. | Share Purchase Warrants                                                                                                                                                             
|   |                                                                                                                                                                                     
|   | A summary of the changes in the Companys common share
      purchase warrants is presented below:                                                                                  

Number of
      
      Weighted AverageWarrants
      
      Exercise PriceBalance  December 31, 2010 and March 31, 2011
      
      1,250,000
      
      $0.15


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

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


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

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


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

F-9

---

|5. | Share Purchase Warrants (continued)                                                               
|-- | --------------------------------------------------------------------------------------------------
|   |                                                                                                   
|   | A summary of the changes in the Companys common share
      purchase warrants is presented below:

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

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

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


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

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


|   | As at March 31, 2011, all outstanding warrants were exercisable and the aggregate intrinsic value of the common share purchase warrants was $0.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | No provision for income taxes has been recorded in the periods presented since the Company has incurred net losses since inception.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $260,953 at March 31, 2011 (December 31, 2010 - $256,076) attributable to the future utilization of a net operating loss carry-forward of approximately $768,000 at March 31, 2011 (December 31, 2010- $753,000) will be realized. Accordingly, the Company has provided a 100% valuation allowance against the related deferred tax asset in the financial statements. The Company will continue to review this valuation allowance and make adjustments as appropriate. The $768,000 net operating loss carry-forward expires $25,000 in year 2027, $133,000 in year 2028, $216,000 in year 2029, $379,000 in year 2030, and $15,000 in year 2031.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Current tax laws limit the amount of loss available to be
      offset against future taxable income when a substantial change in
      ownership occurs. Therefore, the amount available to offset future taxable
      income may be limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-10

---

|6. | Income Taxes (continued)                                              
|-- | ----------------------------------------------------------------------
|   |                                                                       
|   | The components of the net deferred income tax assets
      consist of:

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


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

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


F-11

---

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

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

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

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

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

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

General Overview

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

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

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

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

Our Current Business

We are now a company with no operations.

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

5

---

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

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

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

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

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

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

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

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

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

Results of Operations

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

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

6

---

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

General and Administrative

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

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

Liquidity and Financial Condition

Working Capital

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

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

Operating Activities

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

Investing Activities

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

7

---

Financing Activities

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

Loans Payable

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

Going Concern

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

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

Contractual Obligations

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

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About
Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and
Procedures

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

8

---

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

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

Changes in Internal Control

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

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

None.

Item 3. Default upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

9

---

Item 6. Exhibits

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

* Filed herewith.

10

---

SIGNATURES

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

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

11

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