UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




Form 10-Q





[X]  QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2014[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________





000-53669Commission File NumberNEOHYDROTECHNOLOGIES CORP.(Exact name of registrant as specified in its charter)Nevada
N/A(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)500N. Rainbow Blvd. Suite 300, Las Vegas, Nevada
89107(Address of principal executive offices)
(Zip Code)(310) -698-0728(Registrant’s  telephone number, including area code)(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.





Yes [X]  No [  ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).





Yes [  ]  No [ X ]





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





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





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





Yes [  ]  No [X ]







APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:





Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.





Yes [  ]  No [  ]





APPLICABLE ONLY TO CORPORATE ISSUERS





168,824,706shares of common stock outstanding as of May 19, 2014(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)


2


NEOHYDROTECHNOLOGIES CORP.


TABLE OF CONTENTS





PagePART I – FINANCIAL INFORMATIONItem 1.
Financial Statements
4Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
5Item 3.
Quantitative and Qualitative Disclosures About Market Risk
9Item 4.
Controls and Procedures
9PART II – OTHER INFORMATIONItem 1.
Legal Proceedings
10Item 1A.
Risk Factors
10Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
10Item 3.
Defaults Upon Senior Securities
10Item 4.
Mine Safety Disclosures
10Item 5.
Other Information
10Item 6.
Exhibits
11SIGNATURES
12




3


PART I – FINANCIAL INFORMATION





ITEM1.  FINANCIAL STATEMENTS





PageUnaudited Consolidated Balance Sheets as of March 31, 2014 and December 31,2013
F-1Unaudited Consolidated Statements of Operations for the three month ended March 31, 2014 and 2013
F-2Unaudited Consolidated Statement of Cash Flows for the three month ended March 31, 2014 and 2013
F-3Notes to theUnaudited Consolidated Financial Statements
F-4 to F-7




4


NEOHYDROTECHNOLOGIES CORP.


CONSOLIDATED BALANCE SHEETS


(Unaudited)





March 31,

2014


December 31,

2013ASSETSCurrentCash

$
1,325


$
30,467Accounts receivable


1,080



2,330Total Current Assets


2,405



32,797Trademark and Patent, net


7,695



7,695Total Assets

$
10,100


$
40,492LIABILITIESCurrentAccounts payable and accrued liabilities


66,174



64,401Loan payable


62,224



63,573Derivative liabilities


20,816



23,790Total Current Liabilities


149,214



151,764Convertible notes, net of unamortized discount


25,922



19,190Total Liabilities


175,136



170,954STOCKHOLDERS’ DEFICITPreferred Stock, $0.00001 par value;authorized: 35,000,000 Series A Preferred shares, 25,080,985 issued and outstanding as of March 31, 2014 and December 31, 2013


251



251authorized: 15,000,000 Series B Preferred shares, no shares issued and outstanding as of March 31, 2014 and December 31, 2013


-



-Common Stock, $0.00001 par value;authorized: 480,000,000 shares,168,824,706shares issued and outstanding as of March 31, 2014 and December 31, 2013


1,688



1,688Additional Paid-in Capital


154,182



152,689Accumulated deficit


(321,157)



(285,090)Total Stockholders’ Deficit


(165,036)



(130,462)Total Liabilities and Stockholders’ Deficit

$
10,100


$
40,492





The accompanying notes are an integral part of these unaudited consolidated financial statements  F-1


NEOHYDROTECHNOLOGIES CORP.


CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)





Three month endedMarch 31,2014


2013Revenue

$
4,385


$
2,374Operating ExpensesProfessional fees


16,818



306Software development expenses


7,715



22,534Consulting fee


-



4,390General and administrative expenses


7,461



19,095Total operating expenses


31,994



46,325Loss from operations


(27,609
)


(43,951
)Other Income (Expenses):Gain on change in fair value of derivative liabilities


2,974



-Interest expenses


(4,700
)


-Accretion of discount on convertible notes


(6,732
)


-Total other expenses


(8,458
)


-Net loss

$
(36,067
)


(43,951
)Net loss per share – basic and diluted

$
(0.00
)


(0.00
)Weighted average shares outstanding – basic and diluted


168,824,706



24,514,319





The accompanying notes are an integral part of these unaudited consolidated financial statements  F-2


NEOHYDROTECHNOLOGIES CORP.


CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)


Three Month endedMarch 31,2014


2013Cash flows from Operating ActivitiesNet loss

$
(36,067)


$
(43,951)Adjustments to reconcile net loss to net cash used in operations:Gain on change in fair value of derivative liabilities


(2,974)Accretion of discounts on convertible notes


6,732



-Imputed interest


1,493



-Foreign exchange in loan payable


(1,349)Changes in operating assets and liabilities:Accounts receivables


1,250



(400)Accrued expenses


3,208



-Accounts payable


(1,435)



(16,250)Net cash used in operating activities


(29,142)



(60,601)Cash flows from Financing ActivitiesProceeds from loan payable


-



69,198Net cash provided by financing activities


-



69,198Increase (decrease) in cash during the period


(29,142)



8,597Cash, beginning of period


30,467



492Cash, end of period

$
1,325


$
9,089Supplemental disclosure of cash flow information:Cash paid for:Interest

$
2,942


$
-Income taxes

$
-


$
-





The accompanying notes are an integral part of these unaudited consolidated financial statements


F-3


NEOHYDRO TECHNOLOGIES CORP.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)


Note1 – Description of business and basis of presentation





Organization and nature of business





Neohydro Technologies Corp. (the “Company”) was incorporated in the State of Nevada on November 13, 2007 as Rioridge Resources Corp. On July 22, 2008, the Company changed its name to Neohydro Technologies Corp.
 
 We have previously been engaged in the business of acquisition and exploration of mining properties, the industrial waste water business and installing a patented turbo system that was proven to assist an engine to operate more efficiently.  We are no longer in any of these businesses.


On July 19, 2013, the corporation entered into an agreement to purchase Couponz, Inc. (“Couponz”), a Company incorporated in the State of Nevada.  Under the agreement, the Company had the right to acquire 100% of the ownership of Couponz, Inc. in exchange for the issuance of 24,514,319 shares of preferred stock of the Company and $100,000. The agreement provided for the preferred shares issued to be designated as 1 share of preferred to carry 15 shares of common voting rights and to be convertible into common  shares on the basis of 2.5 shares of common for each 1 share of preferred. Mr. David Gasparine, the sole director of NeoHydro Technologies Corp., is also the controlling shareholder of Couponz, Inc., and, as such, the transaction is considered to be non- arm’s length.  Mr. Gasparine became the controlling shareholder of the Company concurrent with the completion of the transaction.





On November 1, 2013, the Company completed the aforementioned transaction and Couponz, Inc. became a wholly owned subsidiary of the Company.





The business combination was accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of Couponz.  Under reverse acquisition accounting Couponz (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the business combination.





Financial Statements Presented





The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the three month period ended March 31, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014.  For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 as filed with the Securities and Exchange Commission on April 15, 2014.





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





Note 2 – Going Concern





At March 31, 2014 and 2013, the Company had net losses of $36,067 and $43,951, respectively. The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require additional cash resources during 2014 based on its current operating plan and condition. The Company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue and a decrease in certain operating expenses, although there can be no assurance thereof. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.




F-4


NEOHYDRO TECHNOLOGIES CORP.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)


Note 3 – Correction of an error:





During the preparation of the quarterly report for the period ended March 31, 2014, the Company discovered an immaterial error related to its December 31, 2013 balance sheet. The error related to the valuation of an embedded derivative liability, in which the derivative liability was calculated using the wrong number of shares exceeding our authorized (see Note 7). The resulting error totaled $13,824. Pursuant to the Securities and Exchange Commission’s SAB Topic 108, the company has corrected this error in the accompanying December 31, 2013 balance sheet.





The following table reflects the amounts originally reported and as adjusted for each major caption of the balance sheet:





December 31, 2013

(As Adjusted)


December 31, 2013

(Original)Consolidated Balance Sheets:Derivative liabilities

$
23,790


$
37,614Total Liabilities

$
170,954


$
184,778Additional paid in capital

$
152,689


$
138,865Total stockholders' deficit

$
(130,462
)

$
(144,286
)Total liabilities and stockholders' deficit

$
40,492


$
40,492





Note 4- Fair Value Measurements





FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:





Level 1– Quoted prices in active markets for identical assets or liabilities.





Level 2– Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.





Level 3– Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.





If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.




F-5


NEOHYDRO TECHNOLOGIES CORP.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)





Note 4- Fair Value Measurements (Continued)





The following table provides a summary of the fair value of our derivative liabilities as of March 31, 2014 and December 31, 2013:





Fair value measurements

on a recurring basisLevel 1


Level 2


Level 3As of March 31, 2014:LiabilitiesEmbedded derivative

$
-


$
-


$
20,816As of December 31, 2013:LiabilitiesEmbedded derivative

$
-


$
-


$
23,790





Note 5- Loans Payable
 
 At March 31, 2014, the Company is indebted to unrelated third parties for $62,224 (December 31, 2013 - $63,573). The loan is non-interest bearing and is due on demand. During the three months ended March 31, 2014, the Company recorded imputed interest of $1,493





Note 6- Convertible Notes


a)
On November 27, 2012, the Company entered into a convertible loan agreement. The Company received $25,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $25,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $25,000.  At March 31, 2014, the carrying values of the convertible debenture and accrued convertible interest thereon were $5,363 and $3,349, respectively.





b)
On November 27, 2012, the Company entered into a convertible loan agreement. The Company received $25,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $25,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $25,000.  As at March 31, 2014, the carrying values of the convertible debenture and accrued convertible interest thereon were $5,363 and $3,349, respectively.





c)
On November 27, 2012, the Company entered into a convertible loan agreement. The Company received $40,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $40,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $40,000.  As at March 31, 2014, the carrying values of the convertible debenture and accrued convertible interest thereon were $8,582 and $5,359, respectively.


F-6
 NEOHYDRO TECHNOLOGIES CORP.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 Note 6- Convertible Notes (continued)


d)
On November 27, 2012, the Company entered into a convertible loan agreement. The Company received $35,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $35,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $35,000.  As at March 31, 2014, the carrying values of the convertible debenture and accrued convertible interest thereon were $6,614 and $4,689, respectively.





The Company analyzed the conversion feature of above Convertible Notes for derivative accounting consideration under FASB ASC 470 and determined that the conversion feature did not create embedded derivatives.





Note 7 - Derivative Liabilities





As of March 31, 2014, we have determined that we currently have (i) the following shares of common stock issued, and (ii) outstanding instruments which are convertible into the shares of common stock indicated below in connection with warrants, convertible notes and preferred shares previously issued by the Company or agreements with the Company:





168,824,706

Common Stock Issued and Outstanding856,667

Common Shares exercised from warrants (856,667 warrants outstanding)250,000,000

Common Shares convertible from convertible notes ($125,000 converted at $0.0005 per share )62,702,463

Common Shares convertible from Preferred Series A (25,080,985 shares outstanding)1,333,333

Common Shares convertible from Preferred Series A warrants (533,333 warrants outstanding)483,717,169

Total Common Shares Outstanding and Accounted For/Reserved





Accordingly, given the fact that the Company currently has 480,000,000 shares of common stock authorized, the Company could exceed its authorized shares of common stock by approximately 3,717,168 shares if all of the financial instruments described in the table above were exercised or converted into shares of common stock. 3,717,168 of these shares were in excess of the authorized shares and were accounted for as a derivative liability. The fair value of these 3,717,168 common shares was determined to be $20,816 and $23,790 as of March 31, 2014 and December 31, 2013 using the closing price of Neohydro’s common stock.





We have evaluated our convertible cumulative preferred stock under the guidance set out in FASB ASC 470-20 and have accordingly classified these shares as temporary equity in the consolidated balance sheets.





Note 8 - Commitments


On June 17, 2013, the Company entered into a Funding Agreement whereby an investor agreed to purchase $100,000 worth of shares of common stock of the Company at $0.03 per share within 90 days (which may be extended by consent of both parties to 120 days) and receive a 2-year warrant for an additional $100,000 worth of shares at $0.30 per share. As of March 31, 2014, the Company has received $72,000 under the Funding Agreement towards the committed purchase value.





On July 16, 2013 the Company entered into a second Funding Agreement whereby an investor agreed to purchase $17,000 worth of shares of common stock of the Company at $0.03 per share and receive a 2-year warrant for an additional $17,000 worth of shares at $0.03 per share. As of March 31, 2014, the Company had received $17,000 under the Funding Agreement but had not yet issued the shares.




Note 9 – Subsequent events
 
 On April 30, 2014 the Company received the final $28,000 installment in respect of a funding agreement entered into on June 17, 2013 (ref: Note 8).  As at the date of this report, the shares have not yet been issued.


F-7
 ITEM2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION





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





Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.





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





The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").





The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on April 15, 2014, along with the accompanying notes.  As used in this quarterly report, the terms "we", "us", "our", and the "Company" means Neohydro Technologies Corp. and its wholly owned subsidiary Couponz, Inc.





Current Business





On July 19, 2013, the corporation entered into an agreement to purchase Couponz, Inc. (“Couponz”), a Company incorporated in the State of Nevada.  Under the agreement, the Company had the right to acquire 100% of the ownership of Couponz, Inc. in exchange for the issuance of 24,514,319 shares of preferred stock of the Company and $100,000. The agreement provided for the preferred shares issued to be designated as 1 share of preferred to carry 15 shares of common voting rights and to be convertible into common  shares on the basis of 2.5 shares of common for each 1 share of preferred. Mr. David Gasparine, the sole director of NeoHydro Technologies Corp., is also the controlling shareholder of Couponz, Inc., and, as such, the transaction is considered to be non- arm’s length.  Mr. Gasparine became the controlling shareholder of the Company concurrent with the completion of the transaction.
 
 On November 1, 2013, the Company completed the aforementioned transaction and Couponz, Inc. became a wholly owned subsidiary of the Company.





Couponz Inc. is the developer of Epoxy app, an application or "app" for iPhone iOS and Android operating systems. Epoxy is an innovative smart phone application designed and created to conveniently connect business owners and consumers in order to ease marketing frustrations. The mobile app gives loyal customers the ease of keeping track of rewards and punch cards all in one place while also giving opportunities to review and share businesses with friends. In turn, Epoxy provides businesses the ability to reward customers, share offers, and deliver information about special events with their customers. Epoxy designers are dedicated to providing a superior and easy-to-use product for business owners to reward loyal customers.




Our goal is to provide a simple and easy to use platform for consumers to find business information, including but not limited to product and service descriptions, promotions, loyalty programs, and customer reviews, as well as to provide business owners a simple and easy to use platform to promote their businesses to mobile app users. Through the use of research and development we will be able to continue evolving our platform and features provided for our users.




5


Epoxy, Couponz’s mobile app, is a “two-part” system that has a server that both a website and a mobile application access. The mobile app allows users to find local businesses that have an Epoxy membership. An app user can navigate to an individual business several ways. App users can find a specific business by searching for the specific name of the business, the category of the business or by the App users location and listed results on a Map View. App users can then filter the results of the businesses in the Map View by category. Once a business is chosen the app user is presented with a Business Landing Page or “BLP”. The BLP displays information about that specific business that the business owner has input including operating hours, locations, menus, phone numbers as well as marketing such as digital loyalty cards and coupons. Within the BLP app users can also create reviews or “Sticky Notes” about that individual business and review other Sticky Notes that have been previously created. When an app user opens a loyalty card or offer the app has a built in scanner that allows the staff to “punch” or “redeem” either offer. A loyalty card is scanned multiple times and once completely filled is valid for a specified offer from the business owner. The app user can collect or “save” filled loyalty cards to redeem at a later time. A coupon is a one-time use offer that once redeemed will disappear from the device and become de-active. A business needs no equipment as the scanner is built into the Epoxy application that is required to scan each unique QR code. Epoxy provides each business with their own unique code that is used to track each loyalty card and offer. Each time an app user redeems an offer or digitally receives a punch the system tracks that information and displays it on a website administration panel for the business owner to track.




The website serves as amerchant login where merchants can access an administration panel that allows them to create their BLP and add digital punch cards, offers, events a and send out direct messages to individuals or groups in real-time. The admin panel also will provide the merchants with analytics such as the number of recipients for these direct messages, the number of punch cards and offers that have been used as well as the individual customers who are recommending that particular business (the referral system is a pending patent). This will allow the merchant to distinguish between different levels of consumers and compensate accordingly. This also adds a level of security and accuracy to the loyalty and coupon program that is not practical with a paper system.




Our pricing for merchants is a simple flat membership fee of $99 a month, without any contracts. The mobile app is free for consumers to download, and is available on both Android and Apple platform.




We plan to expand geographically in stages. Within one to two years, we plan to grow beyond the Las Vegas market into the rest of the Southwestern United States. We have already begun this process, as we have expanded into Southern California. Within two to three years, we plan to expand into the Midwest, and within five years we plan to expand nationally. As we experience each stage of growth, we plan to increase our staff primarily through commission-based sales people, as opposed to salaried or hourly wage employees, thus minimizing the financial burden of each stage of expansion. We believe that this plan for expansion will also minimize the need for additional outside financing, as we plan to fund our growth primarily through the growth of our paying customer base.




Our primary philosophy is to provide excellent customer service to both app users and merchants, while utilizing feedback through our events, website and mobile app. The mobile application platform gives us an opportunity to seamlessly receive feedback while providing a service. Once feedback has been provided we can then study and then apply this to the system. We believe if you keep the marketing simple, to the point and clean people will be willing to listen and convert. Once a customer is willing to listen, they can be turned into more valuable, loyal customers.




Couponz’s product is marketed to Mobile App Users as well as Business owners.




RESULTS OF OPERATIONS





The business combination was accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of Couponz.  Under reverse acquisition accounting Couponz (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the business combination.The historical financial statements (prior to November 1, 2013) in the consolidated financial statements are those of Couponz.





6


Three Months Ended March 31, 2014 Compared to the Three Months Ended March 31, 2013.
  Our net loss for the three-month period ended March 31, 2014 and the three-month period ended March 31, 2013 is as follow:


Three Months

Ended March 31,

2014


Three Months

Ended March 31,

2013Revenue
$
4,385

$
2,374Operating expensesProfessional fees

16,818


306Software development expenses

7,715


22,534Consulting fee

-


4,390General and administrative

7,461


19,095Total other operating expenses

31,994


46,325Loss from operations

(27,609)


(43,951)Other Income (Expenses):Gain on change in fair value of derivative liabilities

2,974


-Interest expenses

(4,700)


-Accretion of discount on convertible notes

(6,732)


-Total other expenses

(8,458)


-Net loss
$
(36,067)

$
(43,951)


Liquidity and Financial Condition
 
 Working Capital


AtMarch 31,

2014


AtDecember 31,

2013Current Assets

$
2,405


$
32,797Current Liabilities

$
149,214


$
151,764Working Capital (Deficit)

$
(146,809
)

$
(118,967
)





Cash Flows




Three Month Periods EndedMarch 31,

2014


March 31,

2013Net cash used in operating activities

$
(29,142
)

$
(60,601
)Net cash provided by financing activities

$
-


$
69,198Net decrease in cash during period

$
(29,142
)

$
8,597





Operating Activities
  Net cash used in operating activities was $29,142 for the three month period ended March 31, 2014 compared with cash used in operating activities of $60,601 in the same period in 2013. The decrease in cash used in operating activities is predominantly  attributable to a reduction in amounts expended on software development and for general and administrative expenses.
  7
 Investing Activities
  There were no investing activities during the three months ended March 31, 2014 and March 31, 2013.
  Financing Activities
  Net cash provided by financing activities was $nil for the three month period ended March 31, 2014 compared to $69,198 of cash provided in the same period in 2013.


Going Concern




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




Our Company has generated $4,385 (2014) and $2,374 (2013) in revenue in the respective three month periods ended March 31, which amounts are not sufficient to cover our ongoing quarterly operating expenses. We have never paid dividends and it is unlikely we will generate sufficient earnings in the immediate or foreseeable future to meet our operational overhead. The continuation of our Company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2014, we had a working capital deficit of $146,809 and have accumulated losses of $321,157 since inception. These factors raise substantial doubt regarding our company’s ability to continue as a going concern. The financial statements included herein do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our Company be unable to continue as a going concern.




We estimate that in the next twelve months we will require a minimum of $100,000 of which we will expend approximately $25,000 for operations of the Company in regard to the filing of reports with the requisite regulatory authorities and $75,000 as required with respect the operations of our recently acquired wholly-owned subsidiary, Couponz, Inc., including salaries and any ongoing software development expenses.





We will require working capital, as we currently have inadequate capital to fund our business strategies, which could severely limit our operations.    We currently have limited cash with which to continue operations and are dependent on debt and equity investments. There can be no assurance that any additional financing will be available or accessible on reasonable terms, either by way of an equity financing or debt. If we cannot raise any additional funding we may either have to suspend operations until we do raise the cash, or cease operations entirely.





Off-Balance Sheet Arrangements





We have no material off-balance sheet arrangements that will have a current or future effect on our financial condition and changes in financial condition.





Critical Accounting Policies and Estimates





The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.





Recent Accounting Pronouncements





The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.




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ITEM3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





We are a smaller reporting company and are not required to provide this information.





ITEM 4. CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures




We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.




As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.




Changes in Internal Control over Financial Reporting




During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




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PARTII – OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS





The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-Q.





ITEM 1A. RISK FACTORS





The Company is a smaller reporting company and is not required to provide this information.





ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





There were no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.





ITEM 3. DEFAULTS UPON SENIOR SECURITIES





The Company does not have any senior securities as of the date of this Form 10-Q.





ITEM 4. MINE SAFETY DISCLOSURES





Not Applicable





ITEM 5. OTHER INFORMATION





On April 30, 2014 the Company received the final $28,000 installment in respect of a funding agreement entered into on June17, 2013 (ref: Note 10 of the financial statements included herein).  As at the date of this report, the shares have not yet been issued.


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ITEM6. EXHIBITS





Incorporated by referenceExhibit
Exhibit Description
Filed herewith
Form
Exhibit
Filing Date3.1
Articles of Incorporation

S-1
3.1
03/18/083.2
By-laws as currently in effect

S-1
3.2
03/18/0831.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
X31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
X32.1
Certification of Principal Executive and Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act
X





11
 SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.


NEOHYRDO TECHNOLOGIES CORP.Date: May 20, 2014
By:
/s/ David GasparineDavid GasparineChief Executive Officer (Principal Executive Officer), Treasurer, (Principal Financial Officer) Secretary, and Director


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