UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[X]
            QUARTERLY
      REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934FOR
      THE QUARTERLY PERIOD ENDED JUNE 30, 2009OR[   ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
file number 000-53699





NEOHYDRO
TECHNOLOGIES CORP.


(Exact
name of registrant as specified in its charter)





NEVADA


(State
or other jurisdiction of incorporation or organization)





200
Centennial Avenue


Suite
200


Piscataway,
New Jersey 08854


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





732-377-2057


(telephone
number, including area code)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the last 90 days.


YES
[X]   NO [   ]





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





Large accelerated
filer  [   ]                                                                Accelerated
filer                     
[   ]





Non-accelerated
filer     [   ]                                                                Smaller reporting
company   [X]





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





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 73,490,000 as of August 14,
2009.






















PART
I – FINANCIAL INFORMATION





ITEM
1.                      FINANCIAL
STATEMENTS





Neohydro
Technologies Corp.


(A
Development Stage Company)


June 30,
2009




Index




FINANCIAL
STATEMENTS




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




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




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




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




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








-2-





Neohydro Technologies
      Corp.(A
      Development Stage Company)Balance
      Sheets(Expressed
      in US Dollars)June
      30,
                      
                      
                      December
      31,2009
                      
                      
                      2008(Unaudited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                      
                      $
                      57
                      
                      
                      $
                      2,268Prepaid
      expenses (Note 8)
                      
                      
                      866,667
                      
                      
                      
                      25,295Total
      current assets
                      
                      
                      866,724
                      
                      
                      
                      27,563License
      agreement costs, net of accumulated amortization and
    allowancefor
      impairment of $500,000 (Note 3)
                      
                      
                      -
                      
                      
                      
                      -Total
      Assets
                      
                      $
                      866,724
                      
                      
                      $
                      27,563LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                      
                      
                      51,674
                      
                      
                      
                      31,842Due
      to related party (Note 4)
                      
                      
                      18,561
                      
                      
                      
                      16,520Amount
      due Licensor of license agreement (Note 3)
                      
                      
                      -
                      
                      
                      
                      500,000Total
      current liabilities
                      
                      
                      70,235
                      
                      
                      
                      548,362CommitmentsStockholders'
      DeficitPreferred
      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,73,490,000
      and 73,050,000 shares issued and outstanding
                      
                      
                      735
                      
                      
                      
                      731Additional
      paid-in capital
                      
                      
                      1,117,765
                      
                      
                      
                      142,769Deficit
      accumulated during the development stage
                      
                      
                      (322,011
                      )
                      
                      
                      (664,299
                      )Total
      stockholders' deficit
                      
                      
                      796,489
                      
                      
                      
                      (520,799
                      )Total
      Liabilities and Stockholders' Deficit
                      
                      $
                      866,724
                      
                      
                      $
                      27,563







F-1
 -3-





Neohydro
      Technologies Corp.(A
      Development Stage Company)Statements
      of Operations(Expressed
      in US Dollars)(Unaudited)Three
      months ended June 30, 2009
                                                    
                                                    
                                                    Three
      months ended June 30, 2008
                                                    
                                                    
                                                    Six
      months ended June 30, 2009
                                                    
                                                    
                                                    Six
      months ended June 30, 2008
                                                    
                                                    
                                                    Period
      from November 13, 2007 (Date of Inception) to June 30,
                                                      2009Revenue
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Costs
      and expensesStock-based
      compensation
                                                    
                                                    
                                                    108,333
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    108,333
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    108,333Other
      general and administrative
                                                    
                                                    
                                                    12,046
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    12,046
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    12,046Total
                                                    
                                                    
                                                    120,379
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    120,379
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    120,379Loss
      from continuing operations
                                                    
                                                    
                                                    (120,379
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (120,379
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (120,379
                                                    )Discontinued
      operations (Note 6)Gain
      on disposal of discontinued operations
                                                    
                                                    
                                                    518,177
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    518,177
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    518,177Operations
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (11,365
                                                    )
                                                    
                                                    
                                                    (55,510
                                                    )
                                                    
                                                    
                                                    (31,859
                                                    )
                                                    
                                                    
                                                    (719,809
                                                    )Total
      discontinued operations
                                                    
                                                    
                                                    518,177
                                                    
                                                    
                                                    
                                                    (11,365
                                                    )
                                                    
                                                    
                                                    462,667
                                                    
                                                    
                                                    
                                                    (31,859
                                                    )
                                                    
                                                    
                                                    (201,632
                                                    )Net
      Income (loss)
                                                    
                                                    $
                                                    397,798
                                                    
                                                    
                                                    $
                                                    (11,365
                                                    )
                                                    
                                                    $
                                                    342,288
                                                    
                                                    
                                                    $
                                                    (31,859
                                                    )
                                                    
                                                    $
                                                    (322,011
                                                    )Net
      income (loss) per share - Basic and Diluted:Income
      (loss) from continuing operations
                                                    
                                                    $
                                                    (0.00
                                                    )
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    (0.00
                                                    )
                                                    
                                                    $
                                                    -Discontinued
      operations
                                                    
                                                    
                                                    0.01
                                                    
                                                    
                                                    
                                                    (0.00
                                                    )
                                                    
                                                    
                                                    0.00
                                                    
                                                    
                                                    
                                                    (0.00
                                                    )Net
      income (loss)
                                                    
                                                    $
                                                    0.01
                                                    
                                                    
                                                    $
                                                    (0.00
                                                    )
                                                    
                                                    $
                                                    0.00
                                                    
                                                    
                                                    $
                                                    (0.00
                                                    )Weighted
      Average Shares OutstandingBasic
      and Diluted
                                                    
                                                    
                                                    69,272,400
                                                    
                                                    
                                                    
                                                    72,800,000
                                                    
                                                    
                                                    
                                                    71,151,000
                                                    
                                                    
                                                    
                                                    72,800,000









F-2
 -4-





Neohydro
      Technologies Corp.(A
      Development Stage Company)Statements
      of Stockholders' Equity (Deficit)For the Period November 13, 2007
      (Inception) to June 30, 2009(Expressed
      in US Dollars)(Unaudited)Common
      Stock, $0.00001 par value
                                
                                Additional
      Paid-in
                                
                                
                                Deficit
      Accumulated During the DevelopmentShares
                                
                                
                                Amount
                                
                                
                                Capital
                                
                                
                                Stage
                                
                                
                                TotalCommon
      shares sold for cash at $0.000125 per share
                                
                                
                                40,000,000
                                
                                
                                $
                                400
                                
                                
                                $
                                4,600
                                
                                
                                $
                                -
                                
                                
                                $
                                5,000Common
      shares sold for cash at $0.00125 per share
                                
                                
                                32,800,000
                                
                                
                                
                                328
                                
                                
                                
                                40,672
                                
                                
                                
                                -
                                
                                
                                
                                41,000Donated
      services
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1,500
                                
                                
                                
                                -
                                
                                
                                
                                1,500Net
      Loss
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (26,792
                                )
                                
                                
                                (26,792
                                )Balance
      - December 31, 2007
                                
                                
                                72,800,000
                                
                                
                                
                                728
                                
                                
                                
                                46,772
                                
                                
                                
                                (26,792
                                )
                                
                                
                                20,708Common
      shares sold for cash at $0.40 per unit, less costs of
    $10,000
                                
                                
                                250,000
                                
                                
                                
                                3
                                
                                
                                
                                89,997
                                
                                
                                
                                -
                                
                                
                                
                                90,000Donated
      services
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                6,000
                                
                                
                                
                                -
                                
                                
                                
                                6,000Net
      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 pursuant to fee agreement (Note 8)
                                
                                
                                15,000,000
                                
                                
                                
                                150
                                
                                
                                
                                974,850
                                
                                
                                
                                -
                                
                                
                                
                                975,000Net
      Income
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                342,288
                                
                                
                                
                                342,288Balance
      - June 30, 2009
                                
                                
                                73,490,000
                                
                                
                                $
                                735
                                
                                
                                $
                                1,117,765
                                
                                
                                $
                                (322,011
                                )
                                
                                $
                                796,489















F-3
 -5-





Neohydro
      Technologies Corp.(A
      Development Stage Company)Statements
      of Cash Flows(Expressed
      in US Dollars)(Unaudited)Six
      months ended June 30, 2009
                                                                                                          
                                                                                                          
                                                                                                          Six
      months ended June 30, 2008
                                                                                                          
                                                                                                          
                                                                                                          Period
      from November 13, 2007 (Date of Inception) to June 30,
                                                                                                            2009Cash
      Flows from Operating ActivitiesNet
      income (loss)
                                                                                                          
                                                                                                          $
                                                                                                          342,288
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          (31,859
                                                                                                          )
                                                                                                          
                                                                                                          $
                                                                                                          (322,011
                                                                                                          )Adjustments
      to reconcile net income (loss) to net cash usedfor
      operating activities:Stock-based
      compensation
                                                                                                          
                                                                                                          
                                                                                                          108,333
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          108,333Donated
      services
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          4,500
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          7,500Impairment
      of mineral property acquisition costs
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          6,500Amortization
      of license agreement costs
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,096Impairment
      of license agreement costs
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          498,904Gain
      on disposal of discontinued operations
                                                                                                          
                                                                                                          
                                                                                                          (518,177
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (518,177
                                                                                                          )Change
      in operating assets and liabilities:Prepaid
      expenses
                                                                                                          
                                                                                                          
                                                                                                          25,295
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          118
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -Accounts
      payable and accrued liabilities
                                                                                                          
                                                                                                          
                                                                                                          38,009
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          8,622
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          69,851Net
      cash used for operating activities
                                                                                                          
                                                                                                          
                                                                                                          (4,252
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (18,619
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (148,004
                                                                                                          )Cash
      Flows from Investing ActivitiesMineral
      property acquisition costs
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (6,500
                                                                                                          )Net
      cash used for investing activities
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (6,500
                                                                                                          )Cash
      Flows from Financing ActivitiesProceeds
      from sales of common stock - net
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          136,000Advances
      from related party
                                                                                                          
                                                                                                          
                                                                                                          2,041
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          46
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          18,561Net
      cash provided by financing activities
                                                                                                          
                                                                                                          
                                                                                                          2,041
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          46
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          154,561Decrease
      in cash
                                                                                                          
                                                                                                          
                                                                                                          (2,211
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (18,573
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          57Cash
      - beginning of period
                                                                                                          
                                                                                                          
                                                                                                          2,268
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          20,596
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -Cash
      - end of period
                                                                                                          
                                                                                                          $
                                                                                                          57
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          2,023
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          57Supplemental
      disclosures of cash flow information:Interest
      paid
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -Income
      taxes paid
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -Non
      cash investing and financing activities:Acquisition
      of license agreement in exchangefor
      liability due Licensor of license agreement
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          500,000Issuance
      of 15,000,000 shares of commonstock
      for future services
                                                                                                          
                                                                                                          $
                                                                                                          975,000
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          975,000





F-4
 -6-





Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


June 30,
2009


(Unaudited)





1.
            Nature
      of Operations




Rioridge
Resources Corp. (the “Company”) was incorporated in the State of Nevada on
November 13, 2007. On July 22, 2008, the Company changed its name to Neohydro
Technologies Corp. From December 14, 2007 to September 20, 2008, the Company’s
principal business was the acquisition and exploration of mineral resources. On
September 22, 2008 (see Note 3), the Company entered into a licensing agreement
and acquired the exclusive worldwide marketing, distribution and licensing
rights to the Licensor’s water sterilization technology. On March 31, 2009, this
License Agreement was terminated by the Licensor. On June 8, 2009 (see Note 8),
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”).




2.
            Summary
      of Significant Accounting Policies




a)
            Basis
      of Presentation




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




b)
            Interim
      Financial Information




The
unaudited financial statements as of June 30, 2009 and for the three and six
months ended June 30, 2009 and 2008 and for the period November 13, 2007
(inception) to June 30, 2009 have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information and with instructions to Form 10-Q. In the opinion of management,
the unaudited financial statements have been prepared on the same basis as the
annual financial statements and reflect all adjustments, which include only
normal recurring adjustments, necessary to present fairly the financial position
as of June 30, 2009 and the results of operations and cash flows for the periods
then ended. The financial data and other information disclosed in these notes to
the interim financial statements related to these periods are unaudited. The
results for the three and six months period ended June 30, 2009 is not
necessarily indicative of the results to be expected for any subsequent quarters
of the entire year ending December 31, 2009. The balance sheet at December 31,
2008 has been derived from the audited financial statements at that
date.




Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission's rules and regulations. These unaudited financial
statements should be read in conjunction with our audited financial statements
and notes thereto for the year ended December 31, 2008 as included in our Form
10-K filed with the Securities and Exchange Commission on May 8,
2009.








F-5
 -7-


Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


June 30,
2009


(Unaudited)





2.            
Summary of Significant Accounting Policies (continued)




c)
            Financial
      Instruments and Fair Value Measures




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




Level
1




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




Level
2




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




Level
3




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




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




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




d)
            Reclassifications




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




e)
            The
      Company has evaluated subsequent events through the filing date of this
      Form 10-Q and has determined that there were no subsequent events to
      recognize or disclose in these financial
  statements.





F-6
 -8-


Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


June 30,
2009


(Unaudited)





3.
            Licence
      Agreement Costs, Net




License agreement costs, net, consist of:




June
      30,
                    2009
                  
                  December
      31,
                    2008Amount
      due Licensor
                  $
                  500,000
                  $
                  500,000Less
      accumulated amortization
                  
                  (1,096)
                  
                  (1,096)Less
      allowance for impairment
                  
                  (498,904)
                  
                  (498,904)License
      agreement costs, net
                  $
                  –
                  $
                  –




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




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




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




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




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




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




F-7
 -9-


Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


June 30,
2009


(Unaudited)





3.
            Licence
      Agreement Costs, Net (continued)




On April
22, 2009, the Company executed an Agreement and Release with Licensor and Themy.
Themy returned the 14,560,000 shares of Company common stock transferred to him
pursuant to the License Agreement. Also, Licensor and Themy released the Company
from any liabilities and claims due them and agreed to hold harmless the Company
from any and all claims by third parties which Themy incurred while affiliated
with the Company. The Company released Licensor and Themy from any claims due to
the Company and agreed to hold harmless Licensor and Themy from any
claims.




4.
            Related
      Party Balances/Transactions




a)
            For
      the six months ended June 30, 2009, the Company incurred $0 (2008 -
      $2,250) in donated services by the former chief executive officer of the
      Company, and is indebted to this individual for $18,561 (December 31, 2008
      - $16,520) for advances and expenses paid for on behalf of the Company,
      which is non-interest bearing, unsecured and has no specific terms of
      repayment.




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




c)
            Pursuant
      to a consulting agreement with the former secretary and director of the
      Company, the Company paid this individual consulting fees of $1,000 during
      the six months ended June 30, 2009 (2008 -
$0).




5.
            Share
      Purchase Warrants




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




Number
      of
                    Warrants
                  Weighted
      Average
                    Exercise
      PriceBalance
      – December 31, 2008
                  250,000
                  $0.40Issued
                  –
                  –Balance
      – June 30, 2009
                  250,000
                  $0.40




As at
June 30, 2009, the following common share purchase warrants were
outstanding:




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







F-8
 -10-






Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


June 30,
2009


(Unaudited)





6.
            Discontinued
      Operations




On
September 20, 2008, the Company decided to discontinue its mineral exploration
business.




On March
31, 2009, the License Agreement referred to in Note 3 was terminated by the
Licensor due to the Company’s failure to comply with funding schedules set forth
in the agreement. Accordingly, the Company discontinued all operations related
to the business of developing, marketing, selling and distributing products for
the treatment of industrial water.




The gain
on disposal of discontinued operations relating to the water sterilization
operations for the six months ended June 30, 2009 is summarized as
follows:




Discharge
      of amount due to Licensor of license agreement
                  
                  $   500,000Discharge
      of accounts payable and accrued liabilities
                  
                  18,177Total
                  
                  $   518,177







The
results of operations of discontinued operations (relating to mineral
exploration operations for the period December 14, 2007 to September 20, 2008
and water sterilization operations from September 22, 2008 to June 30, 2009) are
summarized as follows:




Three
      Months
                        Ended
                        June
      30,
                      
                      
                      Three
      Months
                        Ended
                        June
      30,
                      
                      
                      Six
      Months
                        Ended
                        June
      30,
                      
                      
                      Six
      Months
                        Ended
                        June
      30,
                      
                      
                      Period
      from
                        November
      13,
                        2007
      (Date of
                        Inception)
      to
                        June
      30,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008
                      
                      
                      2009Revenue
                      
                      $
                      –
                      
                      
                      $
                      –
                      
                      
                      $
                      –
                      
                      
                      $
                      –
                      
                      
                      $
                      –Costs
      and expensesAmortization
      of licence agreement costs
                      
                      
                      –
                      
                      
                      
                      –
                      
                      
                      
                      –
                      
                      
                      
                      –
                      
                      
                      
                      1,096Impairment
      of licence agreement costs
                      
                      
                      –
                      
                      
                      
                      –
                      
                      
                      
                      –
                      
                      
                      
                      –
                      
                      
                      
                      498,904General
      and administrative
                      
                      
                      –
                      
                      
                      
                      11,365
                      
                      
                      
                      55,510
                      
                      
                      
                      31,859
                      
                      
                      
                      219,809Total
      costs and expenses
                      
                      
                      –
                      
                      
                      
                      11,365
                      
                      
                      
                      55,510
                      
                      
                      
                      31,859
                      
                      
                      
                      719,809Net
      Loss
                      
                      $
                      –
                      
                      
                      $
                      (11,365
                      )
                      
                      $
                      (55,510
                      )
                      
                      $
                      (31,859
                      )
                      
                      $
                      (719,809
                      )





F-9
 -11-


Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


June 30,
2009


(Unaudited)




7.
            Income
      Taxes




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




Based on
management’s present assessment, the Company has not yet determined it to be
more likely than not that a deferred tax asset of $70,101 at June 30, 2009
(December 31, 2008 - $53,684) attributable to the future utilization of the net
operating loss carry-forward of $206,178 at June 30, 2009 (December 31, 2008 -
$157,895) will be realized. Accordingly, the Company has provided a 100%
allowance against the deferred tax asset in the financial statements. The
Company will continue to review this valuation allowance and make adjustments as
appropriate. The $206,178 net operating loss carry-forward expires $25,292 in
year 2027, $132,603 in year 2028, and $48,283 in year 2029.




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




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




June
      30,
                  2009
                
                December
      31,
                  2008Net
      operating loss carry-forward
                $
                70,101
                $
                53,684Valuation
      allowance
                
                (70,101)
                
                (53,684)Net
      deferred income tax assets
                $
                –
                $
                –




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




Six
      Months EndedJune
      30,
                  2009
                
                June
      30,
                  2008Expected
      income tax expense (benefit) at 34%
                $
                116,378
                $
                (10,832)Non-taxable
      portion of gain on disposal of discontinued operations
                
                (169,628)
                
                –Non-deductible
      stock-based compensation
                
                36,833
                
                –Non-deductible
      donated services
                
                –
                
                1,530Change
      in valuation allowance
                
                16,417
                
                9,302Provision
      for (benefit from) income taxes
                $
                –
                $
                –







F-10
 -12-


Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


June 30,
2009


(Unaudited)




8.
            Commitments
      and Contingencies




a)
            On
      June 8, 2009, the Company entered into a licensing agreement with Gene
      Peckover, a sole proprietor as president of Gene Vettes of Lynden, a
      Washington corporation (the “GIHS Licensor”) to be formed, wherein
      Licensor granted to the Company an exclusive license covering the
      territory of Canada and other such territories that shall be mutually
      agreed upon and the right to market and sell an environmental fuel
      efficient turbo technology called Green Interactive Hybrid System
      (“GIHS”).  The term of the license is three years subject to the
      following:





1.
            The
      Company must purchase and have operational a demonstration GIHS by
      December 31, 2009.2.
            The
      Company must sell at least 3 GIHS units by December 31,
    2009.3.
            The
      Company must sell at least 25 GIHS units by December 31,
    2010.4.
            The
      Company must sell at least 200 GIHS units by December 31,
      2011.5.
            The
      Company must sell at least 500 GIHS units by December 31,
      2012.




b)
            On
      June 8, 2009, the Company entered into a fee agreement with Michael
      Kulcheski and Harry Gelbard wherein the Company agreed to issue Kulcheski
      9,000,000 restricted shares of common stock and Gelbard 6,000,000
      restricted shares of common stock in consideration of Kulcheski and
      Gelbard using reasonable commercial efforts to sell, market, distribute,
      and manufacture the GIHS license granted to the Company by the GIHS
      Licensor and to manage the development of our
  technology.




If the
first and second milestones of the GIHS licensing agreement described in the
preceding paragraph are not achieved, Kulcheski and Gelbard are to return the
15,000,000 shares of common stock held by them to the treasury of the Company.
The Company recorded the $975,000 estimated fair value of the 15,000,000 shares
of common stock, which value was calculated based on the $0.13 closing price for
NHYT on June 8, 2009 and a 50% restricted stock discount, as prepaid expenses on
June 8, 2009 and is amortizing this amount as stock-based compensation expense
evenly over the period June 8, 2009 to December 31, 2009.




On June
8, 2009, Kulcheski was appointed chief executive officer, chief financial
officer and director of the Company.















F-11
 -13-





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





Cautionary
Statement Regarding Forward-looking Statements





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





Plan
of Operation





We
are a start-up, focused on  “Green” technologies in the automotive,
transportation, power generation, and, focused initially on the light -duty
trucking industry, but we have not yet generated or realized any revenues from
our business activities.





Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated in
the near future.





We have since terminated our mining operations and we are no longer in the
business of treating wastewater.




On
June 8, 2009, the Company entered into a licensing agreement with Gene Peckover,
a sole proprietor as president of Gene Vettes of Lynden, a Washington
corporation (“Licensor”) to be formed wherein Licensor granted to the Company an
exclusive license covering the territory of Canada and other such territories
that shall be mutually agreed upon and the right to market and sell an
environmental fuel efficient turbo technology called Green Interactive Hybrid
System (“GIHS”).  The term of the license is three years with
automatic subsequent renewals subject to the following:







1.
            The
      Company must purchase and have operational one demonstration GIHS by
      December 31, 2009.2.
            The
      Company must sell at least three GIHS units by December 31,
      2009.3.
            The
      Company must sell at least twenty-five GIHS units by December 31,
      2010.4.
            The
      Company must sell at least two hundred GIHS units by December 31,
      2011.5.
            The
      Company must sell at least five hundred GIHS units by December 31,
      2012.




This
revolutionary Green Interactive Hybrid SystemTM is proven to cause an engine to
operate with less effort, less fuel consumption, and enhanced
power.  In addition, advanced tuning methods significantly decrease
harmful emissions.





-14-






To
meet our need for cash we seek additional capital.  If we obtain any
purchase orders from our customers and if the purchase orders prove profitable,
we will attempt to raise additional money through a subsequent private
placement, public offering or through loans. If we do not have enough money to
complete our sales and marketing initiatives, we will have to find alternative
sources, like a second public offering, a private placement of securities, or
loans from our officers or others.





Our
officers and directors are willing to loan us money except to cover expenses
relating to the purchase of inventory in supplies and materials required to
assemble the units at this time. At the present time, we are looking at
arrangements to raise additional cash to fulfill our obligations to the License
Agreement. If we need additional cash and can't raise it, we will either have to
suspend activities until we do raise the cash, or cease activities entirely.
Other than as described in this paragraph, we have no other financing
plans.





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





We lease our office space. We do not intend to hire additional employees at this
time other than occasional temporary office staff as needed from time to time to
assist in market research.





General





We
are a company specializing in the marketing, distribution and licensing of
systems for the Green Interactive Hybrid SystemTM (GIHS). Neohydro is a
Technology Company focused on “Green” technologies in the automotive,
transportation, and power generation, focused initially on the light duty
trucking industry.  Neohydro has licensed a unique patented turbo hybrid
system. This revolutionary Green Interactive Hybrid SystemTM is proven to
assist an engine to operate more efficiently, with less effort, less fuel
consumption, and enhanced horsepower and torque.  Thus increasing
engine life as well as adding obvious economic benefits, and enhanced horsepower
to many significantly underpowered vehicles, such as limousines and fleet
vehicles where incremental cost for larger engines may not be an economically
viable option. Advanced tuning methods also significantly decrease harmful
emissions. In the case of most technological enhancements with vehicles,
there are significant concerns about negating existing factory warranty
protection.  At present the Company’s technology is only engineered
for one automobile manufacturer where it does not void the
manufacturer’s warranty.  However, plans are underway to engineer the
technology to include other manufacturers as well.





The
core of the GIHS process is the combination of the patented STS turbo device and
the remote tuning proprietary software, which together creates more horsepower
and greater engine efficiency.





Neohydro’s
technology can be used in a variety of applications, which include commercial
fleets of industrial vehicles and trucks, limousine and fleet vehicles, and
marine crafts.







-15-


Manufacturing&
Assembly





The
patented STS turbo device are not manufactured by the Company.  The
units are purchased directly from Genes Vettes of  Lynden, Washington
and then are combined with the proprietary remote tuning software and together
the GIHS is assembled.  Currently all testing and retrofitting of any
vehicles of the GIHS are been done by Gene Vettes, the Licensor of the
technology.  However, there are future plans to establish an upfitting
facility in Calgary, Alberta for the installation of the GIHS in new fleet
vehicles as well as individual new consumer vehicles. The vehicles will be tuned
remotely over the internet by the licensors head office over the internet with
the licensors proprietary software. As the company expands more upfitting
centers are envisioned to be located in major centers across the country. If the
company is successful in raising additional capital, it will seek to purchase
equipment it will require such as dynamometers, hoists, tools, hydraulic
equipment, computers, and standard garage equipment.




We
anticipate spending monies for capital expenditures only for the retrofitting of
a demonstration model in order to have a demostartion model available for
customers in the Canadian market.  At this point our market is limited
to GM vehicles models fitted with the 5.3 liter V8 only Such as Silverado,
Sierra and Avalanche trucks, Suburban, Yukon and Tahoe SUV’s, GM and Chevy vans
as well as Corvettes.





Marketing





We
are attempting to increase its customer base through advertising and marketing
and aggressively promote the demonstration vehicle.





We
plan on marketing market the licensed technology through trade shows, investment
forums, and through demonstrations in the field. We are currently only allowed
to market the licensed technology in the Canadian markets. We also promote the
licensed technology through local car shows, our website at
www.neohydrotechnology.com and through trade magazines, and
newspapers.





Patents
and Trademarks





We
own no patents or trademarks as the technology is a trade secret and Licensed
from Gene Vettes.





License




We
acquired a license to the Canadian rights from Gene Vettes of Lynden, a
Washington corporation (“Licensor”) to be formed wherein Licensor granted to the
Company an exclusive license covering the territory of Canada and other such
territories that shall be mutually agreed upon and the right to market and sell
an environmental fuel efficient turbo technology called Green Interactive Hybrid
System (“GIHS”).  The term of the license is three years with
automatic subsequent renewals subject to the following:







-16-





1.
            The
      Company must purchase and have operational one demonstration GIHS by
      December 31, 2009.2.
            The
      Company must sell at least three GIHS units by December 31,
      2009.3.
            The
      Company must sell at least twenty-five GIHS units by December 31,
      2010.4.
            The
      Company must sell at least two hundred GIHS units by December 31,
      2011.5.
            The
      Company must sell at least five hundred GIHS units by December 31,
      2012.





This
license of the Green Interactive Hybrid SystemTM is proven to cause an engine to
operate with less effort, less fuel consumption, and enhanced
power.  In addition, advanced tuning methods significantly decrease
harmful emissions.





Operations





General
and administrative expenses relating to discontinued operations increased for
the six months ended June 30, 2009 to approximately $55,510 from approximately
$31,859 for the six-month period ended June 30, 2008. The increase of $23,000
was primarily due to costs related to legal and accounting fees associated with
the termination of the License Agreement with Neohydro Corp., and the
development expenses.





Milestones





We
have one milestone for the next twelve months. It is to sell a sufficient number
of GIHS systems to generate revenues in order to operate
profitably.





Other
milestones are as follows:





1. Raise additional
capital.





2. Form a Canadian Subsidiary Company
in the next 90 days.





3. Purchase the first demonstration
GIHS system.





4. Establish a partnership or joint
venture with a dealership in Alberta who will supply vehicles at fleet
prices.





We
have nominal cash at the present time and cannot operate until we raise
additional capital.







-17-


Limited
Operating History; Need for Additional Capital





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





To
become profitable and competitive, we must sell a sufficient number of
our  GIHS systems to generate a profit.





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.





From
Inception on November 13, 2007





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





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





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





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






-18-





We
are no longer in either business.





On
April 22, 2009, the Company executed an Agreement and Release with Licensor and
Themy. Themy returned the 14,560,000 shares of Company common stock transferred
to him pursuant to the License Agreement. Also, Licensor and Themy released the
Company from any liabilities and claims due them and agreed to hold harmless the
Company from any and all claims by third parties which Themy incurred while
affiliated with the Company. The Company released Licensor and Themy from any
claims due to the Company and agreed to hold harmless Licensor and Themy from
any claims.





On
June 8, 2009, the Company entered into a licensing agreement with Gene Peckover,
a sole proprietor as president of Gene Vettes of Lynden, a Washington
corporation (the “GIHS Licensor”) to be formed, wherein Licensor granted to the
Company an exclusive license covering the territory of Canada and other such
territories that shall be mutually agreed upon and the right to market and sell
an environmental fuel efficient turbo technology called Green Interactive Hybrid
System (“GIHS”).  The term of the license is three years subject to
the following:





1.
            The
      Company must purchase and have operational a demonstration GIHS by
      December 31, 2009.2.
            The
      Company must sell at least 3 GIHS units by December 31,
    2009.3.
            The
      Company must sell at least 25 GIHS units by December 31,
    2010.4.
            The
      Company must sell at least 200 GIHS units by December 31,
      2011.5.
            The
      Company must sell at least 500 GIHS units by December 31,
      2012.







On
June 8, 2009, the Company entered into a fee agreement with Michael Kulcheski
and Harry Gelbard wherein the Company agreed to issue Kulcheski 9,000,000
restricted shares of common stock and Gelbard 6,000,000 restricted shares of
common stock in consideration of Kulcheski and Gelbard using reasonable
commercial efforts to sell, market, distribute, and manufacture the GIHS license
granted to the Company by the GIHS Licensor and to manage the development of our
technology. On June 8, 2009, Kulcheski was appointed chief executive officer,
chief financial officer and director of the Company.















-19-




If
the first and second milestones of the GIHS licensing agreement described in the
preceding paragraph are not achieved, Kulcheski and Gelbard are to return the
15,000,000 shares of common stock held by them to the treasury of the Company.
The Company recorded the $975,000 estimated fair value of the 15,000,000 shares
of common stock, which value was calculated based on the $0.13 closing price for
NHYT on June 8, 2009 and a 50% restricted stock discount, as prepaid expenses on
June 8, 2009 and is amortizing this amount as stock-based compensation expense
evenly over the period June 8, 2009 to December 31, 2009.







Liquidity
and Capital Resources





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





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





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





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





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





On
June 8, 2009, the Company entered into a fee agreement with Michael Kulcheski
and Harry Gelbard wherein the Company agreed to issue Kulcheski 9,000,000
restricted shares of common stock and Gelbard 6,000,000 restricted shares of
common stock.





As
of June 30, 2009, our total assets were $866,724 and our total liabilities were
$70,235.





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





Limited
Operating History; Need for Additional Capital





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





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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.





Results
of Activities





From
Inception on November 13, 2007 to June 30, 2009





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





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





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





We
are no longer in either business.





On
June 8, 2009, the Company entered into a licensing agreement with Gene Peckover,
a sole proprietor as president of Gene Vettes of Lynden, a Washington
corporation (the “GIHS Licensor”) to be formed, wherein Licensor granted to the
Company an exclusive license covering the territory of Canada and other such
territories that shall be mutually agreed upon and the right to market and sell
an environmental fuel efficient turbo technology called Green Interactive Hybrid
System (“GIHS”).








ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





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








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ITEM
      4.
            CONTROLS
      AND PROCEDURES.





Under
the supervision and with the participation of our management, including the
Principal Executive Officer and Principal Financial Officer, we have evaluated
the effectiveness of our disclosure controls and procedures as required by
Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.
Based on that evaluation, the Principal Executive Officer and Principal
Financial Officer have concluded that these disclosure controls and procedures
are effective even though we failed to file the March 31, 2009 Form 10-Q in a
timely manner.  We failed to file this Form 10-Q in a timely manner as
a result of the termination of the License agreement by Neohydro Corp on March
31, 2009.  Thus, we were left with no management to complete the 10-Q
in a timely fashion.  We believe the foregoing will not occur in the
future.  As a result, we have not made any changes to our disclosure
controls and procedures;  Further, there were no changes in our
internal control over financial reporting during the quarter ended June 30, 2009
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.








PART
II. OTHER INFORMATION





ITEM
      1A.
            RISK
      FACTORS




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








ITEM
      6.
            EXHIBITS.




The following documents are included herein:





Exhibit
      No.
            Document
      Description31.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to section
      906 of the Sarbanes-Oxley Act of
2002.









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SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following person on behalf of the Registrant and in the capacities on
this 13th day of August,
2009.





NEOHYDRO
      TECHNOLOGIES CORP.BY:
              MICHAEL R. KULCHESKIMichael
      R. Kulcheski, President, Principal Executive Officer, Secretary,
      Treasurer, Principal Financial Officer, Principal Accounting Officer and a
      member of the Board of
Directors.











































-23-


EXHIBIT
INDEX





Exhibit
      No.
            Document
      Description31.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to section
      906 of the Sarbanes-Oxley Act of
2002.











































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