UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One)[X]

   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended

   June 30, 2011or[  ]

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

   

   toCommission File Number

   000-53669NEOHYDRO TECHNOLOGIES CORP.(Exact name of registrant as specified in its charter)Nevada

   

   N/A(State or other jurisdiction of incorporation or organization)

   

   (IRS Employer Identification No.)84 Hawkhill Road NW, Calgary, Alberta, Canada

   T3G 3H8(Address of principal executive offices)

   (Zip Code)(877) 241-0265(Registrant’s telephone number, including area code)N/A(Former name, former address and former fiscal year, if changed since last report)Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.[X]

   YES

   [  ]

   NOIndicate 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

   [  ]

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

   [  ]

   Accelerated filer

   [  ]Non-accelerated filer

   [  ]

   (Do not check if a smaller reporting company)

   Smaller reporting company

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

   YES

   [  ]

   NOAPPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS

   Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.[  ]

   YES

   [  ]

   NOAPPLICABLE ONLY TO CORPORATE ISSUERSIndicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.165,358,040 common shares issued and outstanding as of August 9, 2011.
   1 {W0101926.DOC}


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TABLE OF CONTENTSPART 1 – FINANCIAL INFORMATION

   3Item 1.  Financial Statements

   3Item 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 INFORMATION

   9Item 1. Legal Proceedings

   9Item  1A. Risk Factors

   10Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

   10Item 3.  Default upon Senior Securities

   10Item 4.  [Removed and Reserved]

   10Item 5.  Other Information.

   10Item 6.  Exhibits.

   11SIGNATURES.

   12
      2 {W0101926.DOC}


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PART 1 – FINANCIAL INFORMATION Item 1.  Financial Statements Our unaudited interim financial statements for the three and six month periods ended June 30, 2011 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. These interim unaudited financial statements should be read in conjunction with our company’s audited financial statements and the 10-K for the year ended December 31, 2010.   3 {W0101926.DOC}


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Neohydro Technologies Corp. (A Development Stage Company) June 30, 2011 Index UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets................................................................................................................................................... F–1 Consolidated Statements of Operations................................................................................................................................. F–2 Consolidated Statements of Cash Flows................................................................................................................................ F–3 Notes to Consolidated Financial Statements......................................................................................................................... F–4        4 {W0101926.DOC}


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Neohydro Technologies Corp.

   (A Development Stage Company)Consolidated Balance Sheets(Expressed in US Dollars)(Unaudited)June 30,

   December 31,2011

   2010ASSETSCurrent AssetsCash and cash equivalents

   $                      –

   $           14,076Total Assets

   $                      –

   $           14,076LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent LiabilitiesAccounts payable and accrued liabilities

   $             31,198

   $           42,510Due to related party (Note 3)

   269

   261Loan payable (Note 4)

   35,662

   14,000Total Current Liabilities

   67,129

   56,771Stockholders’ 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,

   165,358,040 shares issued and outstanding

   1,654

   1,654Additional paid-in capital

   1,239,766

   1,239,766Deficit accumulated during the development stage

   (1,308,549)

   (1,284,115)Total Stockholders' Deficit

   (67,129)

   (42,695)Total Liabilities and Stockholders' Deficit

   $                      –

   $           14,076
    F-1 {W0101926.DOC}


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Neohydro Technologies Corp.(A Development Stage Company)

   Consolidated Statements of Operations

   (Expressed in US Dollars)

   (Unaudited)Six Months

   Ended

   Six Months

   Ended

   Three Months

   Ended

   Three Months

   Ended

   Period from

   November 13, 2007

   (Inception) toJune 30,

   June 30,

   June 30,

   June 30,

   June 30,2011

   2010

   2011

   2010

   2011Revenue

   $                      –

   $                   –

   $                   –

   $                      –

   $                              –Costs and expensesGeneral and administrative

   24,434

   126,461

   10,091

   67,920

   567,230Operating Loss

   (24,434)

   (126,461)

   (10,091)

   (67,920)

   (567,230)Other Income (Expense)Accretion of discount on convertible debenture

   –

   (64,405)

   –

   (30,375)

   (15,142)Loss on extinguishment of debt

   –

   (24,467)

   –

   (24,467)

   –Loss on change in fair value of conversion feature

   –

   (26,801)

   –

   (24,193)

   (24,545)Total other income

   –

   (115,673)

   –

   (79,035)

   (39,687)Loss from continuing operations

   (24,434)

   (242,134)

   (10,091)

   (146,955)

   (606,917)Discontinued operationsGain on disposal of discontinued operations

   –

   –

   –

   –

   18,177Operations

   –

   –

   –

   –

   (719,809)Total loss from discontinued operations

   –

   –

   –

   –

   (701,632)Net Loss

   $           (24,434)

   $       (242,134)

   $        (10,091)

   $         (146,955)

   $             (1,308,549)Net Loss Per Share – Basic and Diluted:Loss from continuing operations

   $               (0.00)

   $             (0.00)

   $            (0.00)

   $               (0.00)Discontinued operations

   –

   –

   –

   –Net loss

   $               (0.00)

   $             (0.00)

   $            (0.00)

   $               (0.00)Weighted Average Shares OutstandingBasic and Diluted

   165,358,040

   58,990,000

   165,358,040

   58,990,000
   F-2 {W0101926.DOC}


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

   Six monthsEnded

   Period From

   November 13,2007

   (Inception) toJune 30,

   June 30,

   June 30,2011

   2010

   2011Cash Flows from Operating ActivitiesNet loss

   $                 (24,434)

   $                (242,134)

   $      (1,308,549)Adjustments to reconcile net loss to net cash used in operating activities:Donated services

   –

   –

   7,500Impairment of mineral property acquisition costs

   –

   –

   6,500Amortization of terminated license agreement costs

   –

   –

   1,096Impairment of terminated license agreement costs

   –

   –

   498,904Gain on disposal of discontinued operations

   –

   –

   (18,177)Loss (gain) on derivative liability

   –

   26,801

   –Accretion (gain on extinguishment) of debt discount

   –

   58,435

   –Stock-based compensation

   –

   –

   122,359Loss on extinguishment of debt

   –

   24,467

   24,545Loss on foreign exchange translation

   –

   –

   940Changes in operating assets and liabilities:Accounts payable and accrued liabilities- related party

   8

   –

   –Accounts payable and accrued liabilities

   (11,312)

   (1,831)

   30,841Net cash used for operating activities

   (35,738)

   (134,262)

   (634,041)Cash Flows from Investing ActivitiesMineral property acquisition costs

   –

   –

   (6,500)Net cash used for investing activities

   –

   –

   (6,500)Cash Flows from Financing ActivitiesProceeds from sale of common stock – net

   –

   –

   236,000Net advances from related party

   –

   52,499

   234,131Proceeds from loans payable and convertible debt

   21,662

   45,000

   170,410Net cash provided by financing activities

   21,662

   97,499

   640,541Decrease in cash

   (14,076)

   (36,763)

   –Cash – beginning of period

   14,076

   39,118

   –Cash – end of period

   $                            –

   $                      2,355

   $                       –Supplemental disclosures of cash flow information:Interest paid

   $                             –

   $                             –

   $                      –Income taxes paid

   $                             –

   $                             –

   $                      –
  F-3 {W0101926.DOC}


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Neohydro Technologies Corp. and Subsidiary(A Development Stage Company)NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2011(Expressed in US Dollars)

1.Nature of Operations Neohydro Technologies Corp. (the “Company”) was incorporated in the State of Nevada on November 13, 2007 as Rioridge Resources Corp. On July 22, 2008, the Company changed its name to Neohydro Technologies Corp. From December 14, 2007 to September 20, 2008, the Company’s principal business was the acquisition and exploration of mineral resources. On September 22, 2008, the Company entered into a licensing agreement and acquired the exclusive worldwide marketing, distribution and licensing rights to water sterilization technology. On March 31, 2009, the water sterilization technology license agreement was terminated by the licensor. On June 8, 2009, the Company entered into a licensing agreement to market and sell in Canada an environmental fuel efficient turbo technology called Green Interactive Hybrid System (“GIHS”). On September 1, 2009, the Company incorporated Green Interactive Hybrid Technologies Canada Inc. (“GIH Canada”) in the Province of Alberta, Canada as a wholly-owned subsidiary to better attract Canadian investment. On March 8, 2011, the GIHS license agreement was terminated by the licensor. The current primary activity of the Company involves seeking a company or companies that it can acquire or with which it can merge. The Company’s plans are now only in an early stage. These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception, has never paid dividends and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at June 30, 2011, the Company has a working capital deficit of $67,129 and has accumulated losses of $1,308,549 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 2.Summary of Significant Accounting Policies a)Basis of Presentation These consolidated 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)Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of purchase to be cash equivalents.  F-4 {W0101926.DOC}


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Neohydro Technologies Corp. and Subsidiary(A Development Stage Company)NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2011(Expressed in US Dollars)

2.Summary of Significant Accounting Policies (continued) c)Interim Financial Information The unaudited consolidated financial statements as of June 30, 2011 and for the six months ended June 30, 2011 and 2010 and for the period November 13, 2007 (inception) to June 30, 2011 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 consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2011 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 consolidated financial statements related to these periods are unaudited. The results for the three month and six month periods ended June 30, 2011 are not necessarily indicative of the results to be expected for any subsequent quarters or the entire year ending December 31, 2011. The balance sheet at December 31, 2010 has been derived from the audited consolidated 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 consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2010 as included in our Form 10-K filed with the Securities and Exchange Commission on April 15, 2011. d)Financial Instruments Our financial instruments consist principally of due to related party, accounts payable, and loan payable. ASC 820,Fair Value Measurements and Disclosuresand ASC 825,Financial Instrumentsestablish a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. The Company generally does not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of its financial instruments. The Company utilizes various types of financing to fund its business needs, including convertible debt with conversion features not indexed to the Company’s stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings.   F-5 {W0101926.DOC}


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Neohydro Technologies Corp. and Subsidiary(A Development Stage Company)NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2011(Expressed in US Dollars)

2.Summary of Significant Accounting Policies (continued) d)Financial Instruments (continued) Fair Value Hierarchy The Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Financial assets and liabilities recorded on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active market that management has the ability to access. Level 2Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate swaps). Level 3Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.  These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety.  The Company conducts a review of fair value hierarchy classifications on a quarterly basis.  Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities.  At June 30, 2011, the Company did not have any financial instruments that were required to be reported at fair value in the accompanying financial statements. e)Reclassification Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation. f)Recent Accounting Pronouncements The Company’s management does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. g)Subsequent Events The Company evaluated subsequent events through the date these financial statements were issued.   F-6 {W0101926.DOC}


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Neohydro Technologies Corp. and Subsidiary(A Development Stage Company)NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2011(Expressed in US Dollars)

3.Related Party Balances/Transactions Due to related parties, which are non-interest bearing, unsecured, and have no specific terms of repayment, consist of:  June 30,

   2011

   

   

   December 31,

   2010Due to current chief executive officerExpenses paid on behalf of the Company

   $

   269

   

   $

   261Total

   $

   269

   

   $

   261
  For the six months ended June 30, 2011, the Company incurred $nil (2010 - $37,500) in management fees expense for services provided by its current chief executive officer (from June 8, 2009). No management fees were accrued subsequent to December 31, 2010, due to the termination of the GIHS licensing agreement the Company formerly held. The prior management fees had been accrued for services performed by Michael Kulcheski and Harry Gelbard related to the exclusive GIHS license covering the territory of Canada and other such territories to market and sell an environmental fuel efficient turbo technology called Green Interactive Hybrid System. The Company did not fulfill its obligations under the GIHS license agreement and received notice from the licensor that the Company was in default under the GIHS licensing agreement. As a result, from the date the licensing agreement was terminated forward, the Company determined that it is no longer receiving significant management services from Michael Kulcheski and Harry Gelbard related to marketing and selling the GIHS and that any management services currently being provided by them to the Company are not material and do not require recognition in the financial statements. The Company’s office services and office space are provided without charge by the sole officer and director of the Company. 4.Loans Payable At June 30, 2011, the Company is indebted to an unrelated third party for $35,662 (December 31, 2010 - $14,000).  The loan is non-interest bearing and is due on demand. 5.Share Purchase Warrants A summary of the changes in the Company’s common share purchase warrants is presented below:  Number of

   Warrants

   Weighted Average

   Exercise PriceBalance – December 31, 2010 and June 30, 2011

   1,250,000

   $0.15
 The warrants issued during 2009 were in conjunction with a share issuance. The Company determined the fair value of both the common stock and warrants as of the date the transactions were initially entered into. The fair value of the warrants was determined using the Black-Scholes method. The Company allocated the proceeds between the warrants and the stock based on the relative fair values as follows: 2009Relative fair value of warrants

   

   $76,747Relative fair value of stock

   

   $23,253
   F-7 {W0101926.DOC}


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Neohydro Technologies Corp. and Subsidiary(A Development Stage Company)NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2011(Expressed in US Dollars)

As at June 30, 2011, 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, 2011Issued October 1, 2009

   500,000

   $0.10

   October 1, 2012Issued October 1, 2009

   500,000

   $0.08

   October 1, 2013Total

   1,250,000
 As at June 30, 2011, the aggregate intrinsic value of the common share purchase warrants was $0. 6.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 $264,384 at June 30, 2011 (December 31, 2010 - $256,076) attributable to the future utilization of the net operating loss carry-forward of approximately $778,000 at June 30, 2011 (December 31, 2010- $753,000) 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 $778,000 net operating loss carry-forward expires $25,000 in year 2027, $133,000 in year 2028, $216,000 in year 2029, $379,000 in year 2030, and $25,000 in year 2031. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. The components of the net deferred income tax assets consist of: June 30,

   2011

   

   December 31,

   2010Net operating loss carry-forward

   $

   264,384

   $

   256,076Valuation allowance

   

   (264,384)

   

   (256,076)Net deferred income tax assets

   $

   –

   $

   –
  Expected income tax benefit computed by applying the U.S. statutory income tax rate of 34% to pre-tax loss differs from the Company’s benefit from income taxes, as follows: For the Six Months EndedJune 30,

   2011

   

   June 30,

   2010Expected income tax expense (benefit) at 34%

   $

   (8,308)

   $

   (82,325)Non-deductible accretion

   

   –

   

   21,897Non-deductible loss (gain) on re-valuation of derivative liability and loss on extinguishment of debt

   

   –

   

   (17,431)–Change in valuation allowance

   

   8,308

   

   77,859Provision for (benefit from) income taxes

   $

   –

   $

   –
   F-8 {W0101926.DOC}


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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock. As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our” and “our company” mean Neohydro Technologies Corp. a Nevada corporation, unless otherwise indicated. General Overview We were incorporated under the laws of the State of Nevada on November 13, 2007. We have previously been engaged in the business of acquisition and exploration of mining properties and industrial waste water business. Until March 8, 2011 we were in the business of installing a patented turbo system that was proven to assist an engine to operate more efficiently, with less effort, less fuel consumption, and enhanced horsepower. We are no longer in any of these businesses. We maintain our statutory registered agent's office at National Registered Agents, Inc. of NV, 1000 East William Street, Suite 204, Carson City, Nevada 89701 and our business office is located at 200 Centennial Avenue, Suite 200, Piscataway, New Jersey 08854. Our telephone number is 732-377-2063. Our executive office is located at 84 Hawkhill Rd. NW Calgary, Alberta, T3G 3H8. This office is approximately 200 square feet in size and is provided to us free of charge by our sole director and officer. We have not entered into any lease agreement for the office. We do not plan to recognize any rent expenses for this office. Other than as set out in this quarterly report, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business. Our Current Business We are now a company with no operations. As of the date hereof, we have not been successful in the business of installing patented turbo systems that were proven to assist an engine to operate more efficiently, with less effort, less fuel consumption, and enhanced horsepower.  5 {W0101926.DOC}


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Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Other than as set out herein, we have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission. Our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our historical operations have not been profitable and our future prospects for our business are not good without further financing. We are focusing our preliminary merger/acquisition activities on potential business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail. In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors. We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We may seek a business opportunity with entities which have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination or merger with another business opportunity or whether the opportunity's operations will be profitable. If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.  6 {W0101926.DOC}


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Results of Operations Three and Six Months Ended June 30, 2011 Compared to the Three and Six Months Ended June 30, 2010. Our net loss for the three and six month periods ended June 30, 2011, for the three and six month periods ended June 30, 2010 and the period from November 13, 2007 (inception) to June 30, 2011 for the respective items are summarized as follows: Three Months Ended

   June 30, 2011

   

   

   Three Months Ended

   June 30, 2010

   

   

   Six Months Ended

   June 30, 2011

   

   

   Six

   Months Ended

   June 30, 2010

   

   

   Period from November13, 2007 (Inception)

   to June 30, 2011Revenue

   $

   Nil

   

   $

   Nil

   

   $

   Nil

   

   $

   Nil

   

   $

   NilGeneral and administrative

   

   10,091

   

   

   67,920

   

   

   24,434

   

   

   126,461

   

   

   567,230Accretion of discount on convertible note

   

   Nil

   

   

   30,375

   

   

   Nil

   

   

   64,405

   

   

   15,142Loss on extinguishment of debt

   

   Nil

   

   

   24,467

   

   

   Nil

   

   

   24,467

   

   

   -Loss on change in fair value of conversion feature

   

   Nil

   

   

   24,193

   

   

   Nil

   

   

   26,801

   

   

   24,545Loss from continuing operations

   $

   10,091

   

   $

   146,955

   

   $

   24,434

   

   $

   242,134

   

   $

   606,917
  General and Administrative We had no revenues in the three-month periods ended June 30, 2011 and 2010 and we incurred net losses of $10,091 and $146,955, respectively. In the six month period ended June 30, 2011 and 2010, we incurred net losses of $24,434 and $242,134, respectively. From November 13, 2007 (inception date) to June 30, 2011 we incurred a net loss from continuing operations of $606,917. General and administrative expenses relating to operations decreased for the three month period ended June 30, 2011 to $10,091 from $67,920 for the three month period ended June 30, 2010. General and administrative expenses relating to operations decreased for the six month period ended June 30, 2011 to $24,434 from $126,461 for the six month period ended June 30, 2010. The decreases were primarily due to a slowdown in our business operations. Liquidity and Financial Condition Working Capital At

   June 30,

   

   

   At

   December 31,2011

   

   

   2010Current assets

   $

   Nil

   

   $

   14,076Current liabilities

   

   67,129

   

   

   56,771Working capital (deficit)

   $

   (67,129

   )

   $

   (42,695

   )
   7 {W0101926.DOC}


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Cash Flows
 Six Month Period EndedJune 30,

   

   

   June 302011

   

   

   2010Cash flows used in operating activities

   $

   (35,738

   )

   $

   (134,262

   )Cash flows provided by (used in) investing activities

   

   Nil

   

   $

   NilCash flows provided by financing activities

   

   21,662

   

   $

   97,499Net decrease in cash during period

   $

   (14,076

   )

   $

   (36,763

   )
 Operating Activities Net cash used in operating activities was $35,738 for the six-month period ended June 30, 2011 compared with cash used in operating activities of $134,262 in the same period in 2010. The decrease in operating activities is attributable to a lack of operating business venture. Investing Activities Net cash provided by investing activities was $Nil for the six-month period ended June 30, 2011 compared to net cash used in investing activities of $Nil in the same period in 2010. Financing Activities Net cash from financing activities was $21,662 for the six-month period ended June 30, 2011 compared to $97,499 in the same period in 2010. The decrease in financing activities was mainly attributable to less interest in our business operations from potential investors. Loans Payable At June 30, 2011, our company is indebted to an unrelated third party for $35,662 (December 31, 2010 - $14,000). The loan is non-interest bearing and is due on demand. Going Concern We do not have sufficient funds to operate. Future operating activities are expected to be funded by loans from our officers and directors. We have no assurance that future financing will be available to us in the future on satisfactory terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities. Equity financing could result in additional dilution to existing shareholders. Our company has not generated revenues since inception, has never paid dividends and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at June 30, 2011, we had a working capital deficit of $67,129 and have accumulated losses of $1,308,549 since inception. These factors raise substantial doubt regarding our company’s ability to continue as a going concern. The consolidated financial statements included herein do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.  8 {W0101926.DOC}


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Critical Accounting Policies Basis of Presentation ** The consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. Our company’s fiscal year-end is December 31. Contractual Obligations As a “smaller reporting company”, we are not required to provide tabular disclosure obligations. Off-Balance Sheet Arrangements We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders. Item 3.  Quantitative and Qualitative Disclosures About Market Risk As a “smaller reporting company”, we are not required to provide the information required by this Item. Item 4.  Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under theSecurities 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 chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle 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 chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report. Changes in Internal Control over Financial Reporting There have been no changes in our internal controls over financial reporting that occurred during our quarter ended June 30, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting. PART II – OTHER INFORMATION Item 1. Legal Proceedings We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors,


executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.  9 {W0101926.DOC}


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Item  1A. Risk Factors As a “smaller reporting company”, we are not required to provide the information required by this Item. Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3.  Default upon Senior Securities None. Item 4.  [Removed and Reserved] Item 5.  Other Information None.            10 {W0101926.DOC}


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Item 6.  Exhibits Exhibit No.

   Description(3)

   Articles of Incorporation and Bylaws3.1

   Articles of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on March 13, 2008).3.2

   By-laws (incorporated by reference from our Registration Statement on Form S-1 filed on March 13, 2008).(10)

   Material Contracts10.1

   Lease Agreement (incorporated by reference from our Registration Statement on Form S-1 filed on March 13, 2008).(31)

   Rule 13a-14(a)/15d-14(a) Certifications31.1*

   Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.(32)

   Section 1350 Certifications32.1*

   Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
 * Filed herewith.           11 {W0101926.DOC}


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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEOHYDRO TECHNOLOGIES CORP.(Registrant)Dated: August 22, 2011

   MICHAEL KULCHESKIMichael R. KulcheskiPresident, Secretary, Treasurer and Director(Principal Executive Officer, Principal Financial Officer,and Principal Accounting Officer)
   12 {W0101926.DOC}


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