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 MARCH 31, 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.)





732-377-2063


(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: 58,490,000 as of May 15, 2009.
























PART
I – FINANCIAL INFORMATION





ITEM
      1.
            FINANCIAL
      STATEMENTS





Neohydro
Technologies Corp.


(A
Development Stage Company)


March 31,
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
THE FINANCIAL
STATEMENTS ................................................................................F–5































-2-








Neohydro Technologies
      Corp.(A
      Development Stage Company)Balance
      Sheets(Expressed
      in US Dollars)March
      31,
                        
                        
                        December
      31,2009
                        
                        
                        2008(Unaudited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                        
                        $
                        57
                        
                        
                        $
                        2,268Prepaid
      expenses
                        
                        
                        -
                        
                        
                        
                        25,295Total
      current assets
                        
                        
                        57
                        
                        
                        
                        27,563License
      agreement costs, net of accumulated amortization and allowance for
      impairment of $500,000 (Note 3)
                        
                        
                        -
                        
                        
                        
                        -Total
      Assets
                        
                        $
                        57
                        
                        
                        $
                        27,563LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesBank
      indebtedness
                        
                        $
                        106
                        
                        
                        $
                        -Accounts
      payable and accrued liabilities
                        
                        
                        49,740
                        
                        
                        
                        31,842Due
      to related parties (Note 4)
                        
                        
                        26,520
                        
                        
                        
                        16,520Amount
      due Licensor of license agreement (Note 3)
                        
                        
                        500,000
                        
                        
                        
                        500,000Total
      current liabilities
                        
                        
                        576,366
                        
                        
                        
                        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,issued
      and outstanding 73,050,000 shares
                        
                        
                        731
                        
                        
                        
                        731Additional
      paid-in capital
                        
                        
                        142,769
                        
                        
                        
                        142,769Deficit
      accumulated during the development stage
                        
                        
                        (719,809
                        )
                        
                        
                        (664,299
                        )Total
      stockholders' deficit
                        
                        
                        (576,309
                        )
                        
                        
                        (520,799
                        )Total
      Liabilities and Stockholders' Deficit
                        
                        $
                        57
                        
                        
                        $
                        27,563














-3-








Neohydro
      Technologies Corp.(A
      Development Stage Company)Statements
      of Operations(Expressed
      in US Dollars)(Unaudited)Three
      months ended March 31, 2009
                                                            
                                                            
                                                            Three
      months ended March 31, 2008
                                                            
                                                            
                                                            Period
      from November 13, 2007 (Date of Inception) to March 31,
                                                              2009Revenue
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -Costs
      and expenses
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -Income
      (loss) from continuing operations
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -Discontinued
      operations (Note 6)
                                                            
                                                            
                                                            (55,510
                                                            )
                                                            
                                                            
                                                            (20,494
                                                            )
                                                            
                                                            
                                                            (719,809
                                                            )Net
      Loss
                                                            
                                                            $
                                                            (55,510
                                                            )
                                                            
                                                            $
                                                            (20,494
                                                            )
                                                            
                                                            $
                                                            (719,809
                                                            )Net
      loss per share - Basic and Diluted:Income
      (loss) from continuing operations
                                                            
                                                            $
                                                            -
                                                            
                                                            
                                                            $
                                                            -Discontinued
      operations
                                                            
                                                            
                                                            (0.00
                                                            )
                                                            
                                                            
                                                            (0.00
                                                            )Net
      loss
                                                            
                                                            $
                                                            (0.00
                                                            )
                                                            
                                                            $
                                                            (0.00
                                                            )Weighted
      Average Shares OutstandingBasic
      and Diluted
                                                            
                                                            
                                                            73,050,000
                                                            
                                                            
                                                            
                                                            72,800,000















-4-








Neohydro
      Technologies Corp.(A
      Development Stage Company)Statements
      of Stockholders' Equity (Deficit)For the Period November 13, 2007
      (Inception) to March 31, 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
                                            )Net
      Loss
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (55,510
                                            )
                                            
                                            
                                            (55,510
                                            )Balance
      - March 31, 2009
                                            
                                            
                                            73,050,000
                                            
                                            
                                            $
                                            731
                                            
                                            
                                            $
                                            142,769
                                            
                                            
                                            $
                                            (719,809
                                            )
                                            
                                            $
                                            (576,309
                                            )

























-5-








Neohydro
      Technologies Corp.(A
      Development Stage Company)Statements
      of Cash Flows(Expressed
      in US Dollars)(Unaudited)Three
      months ended March 31, 2009
                                                                                          
                                                                                          
                                                                                          Three
      months ended March 31, 2008
                                                                                          
                                                                                          
                                                                                          Period
      from November 13, 2007 (Date of Inception) to March 31,
                                                                                            2009Cash
      Flows from Operating ActivitiesNet
      loss
                                                                                          
                                                                                          $
                                                                                          (55,510
                                                                                          )
                                                                                          
                                                                                          $
                                                                                          (20,494
                                                                                          )
                                                                                          
                                                                                          $
                                                                                          (719,809
                                                                                          )Adjustments
      to reconcile net loss to net cash used for operating
      activities:Donated
      services
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          2,250
                                                                                          
                                                                                          
                                                                                          
                                                                                          7,500Impairment
      of mineral property acquisition costs
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          6,500Amortization
      of license agreement costs
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          1,096Impairment
      of license agreement costs
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          498,904Change
      in operating assets and liabilities:Prepaid
      expenses
                                                                                          
                                                                                          
                                                                                          25,295
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -Accounts
      payable and accrued liabilities
                                                                                          
                                                                                          
                                                                                          17,898
                                                                                          
                                                                                          
                                                                                          
                                                                                          11,785
                                                                                          
                                                                                          
                                                                                          
                                                                                          49,740Net
      cash used for operating activities
                                                                                          
                                                                                          
                                                                                          (12,317
                                                                                          )
                                                                                          
                                                                                          
                                                                                          (6,459
                                                                                          )
                                                                                          
                                                                                          
                                                                                          (156,069
                                                                                          )Cash
      Flows from Investing ActivitiesMineral
      property acquisition costs
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          (6,500
                                                                                          )Net
      cash used for investing activities
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          (6,500
                                                                                          )Cash
      Flows from Financing ActivitiesBank
      indebtedness
                                                                                          
                                                                                          
                                                                                          106
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          106Proceeds
      from sales of common stock - net
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          136,000Advances
      from related party
                                                                                          
                                                                                          
                                                                                          10,000
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          26,520Net
      cash provided by financing activities
                                                                                          
                                                                                          
                                                                                          10,106
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          162,626Decrease
      in cash
                                                                                          
                                                                                          
                                                                                          (2,211
                                                                                          )
                                                                                          
                                                                                          
                                                                                          (6,459
                                                                                          )
                                                                                          
                                                                                          
                                                                                          57Cash
      - beginning of period
                                                                                          
                                                                                          
                                                                                          2,268
                                                                                          
                                                                                          
                                                                                          
                                                                                          20,596
                                                                                          
                                                                                          
                                                                                          
                                                                                          -Cash
      - end of period
                                                                                          
                                                                                          $
                                                                                          57
                                                                                          
                                                                                          
                                                                                          $
                                                                                          14,137
                                                                                          
                                                                                          
                                                                                          $
                                                                                          57Supplemental
      disclosures of cash flow information:Interest
      paid
                                                                                          
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          
                                                                                          $
                                                                                          -Income
      taxes paid
                                                                                          
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          
                                                                                          $
                                                                                          -Non
      cash investing and financing activities:Acquisition
      of license agreement in exchange for liability due Licensor of license
      agreement
                                                                                          
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          
                                                                                          $
                                                                                          500,000














-6-





Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


March 31,
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 water sterilization technology. The agreement was
subsequently terminated and the Company will not perform any further operations
until a merger or acquisition candidate is located and a merger or acquisition
consummated. (see Note 6).




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 March 31, 2009 and for the three months
ended March 31, 2009 and 2008 and for the period November 13, 2007 (inception)
to March 31, 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
March 31, 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 month period ended March 31, 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
10K filed with the Securities and Exchange Commission on May 8,
2009.











-7-





Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


March 31,
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 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.










-8-





Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


March 31,
2009


(Unaudited)





3.
            Licence
      Agreement Costs, Net




License
agreement costs, net, consist of:




March
      31,
                  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 (paid), $150,000 by October 15, 2008 (unpaid), $250,000 by October 30,
2008 (unpaid), $300,000 by January 15, 2009 (unpaid), $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.









-9-





Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


March 31,
2009


(Unaudited)





4.
            Related
      Party Balances/Transactions




a)
            For
      the three months ended March 31, 2009, the Company incurred $0 (2008 -
      $2,250) in donated services by the former President of the Company
      (reappointed in April 2009), and is indebted to the President for $16,520
      (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) and is indebted to Themy for $10,000 (December 31, 2008 -
      $0) for advances to the Company.






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 three months ended March 31, 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
      – March 31, 2009
                250,000
                $0.40




As at
March 31, 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











-10-





Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


March 31,
2009


(Unaudited)





6.
            Discontinued
      Operations




On March
31, 2009, the License Agreement 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 former
business of developing, marketing, selling and distributing products for the
treatment of industrial water.




The
results of discontinued operations (relating to mineral resources operations for
the period December 14, 2007 to September 20, 2008 and water sterilizations
operations from September 22, 2008 to March 31, 2009) are summarized as
follows:







Three
      Months Ended March 31, 2009
                
                Three
      Months Ended March 31, 2008
                
                Period
      from November 13, 2007 (Date of Inception) to March 31,
    2009Revenue
                $
                –
                $
                –
                $
                –Costs
      and expensesAmortization
      of licence agreement costs
                
                –
                
                –
                
                1,096Impairment
      of licence agreement costs
                
                –
                
                –
                
                498,904General
      and administrative
                
                55,510
                
                20,494
                
                219,809Total
      costs and expenses
                
                55,510
                
                20,494
                
                719,809Net
      Loss
                $
                (55,510)
                $
                (20,494)
                $
                (719,809)




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 $72,558 at March 31, 2009
(December 31, 2008 - $53,684) attributable to the future utilization of the net
operating loss carry-forward of $213,405 (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
$213,405 net operating loss carry-forward expires $25,292 in year 2027, $132,603
in year 2028, and $55,510 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.










-11-





Neohydro
Technologies Corp.


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS


(Expressed
in US Dollars)


March 31,
2009


(Unaudited)





7.             
ncome Taxes (continued)




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




March
      31,
                  2009
                
                December
      31,
                  2008Net
      operating loss carry-forward
                $
                72,558
                $
                53,684Valuation
      allowance
                
                (72,558)
                
                (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:




Three
      Months Ended
                  March
      31,
                  2009
                
                Three
      Months Ended
                  March
      31,
                  2008Expected
      income tax expense (benefit) at 34%
                $
                (18,873)
                $
                (6,968)Non-deductible
      donated services
                
                –
                
                765Change
      in valuation allowance
                
                18,873
                
                6,203Provision
      for (benefit from) income taxes
                $
                –
                $
                –




8.
            Subsequent
      Events




a)
            On
      April 5, 2009, Dean Themy resigned as the Company’s president and as a
      member of the board of directors.






b)
            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. Thus, the
      Company will recognize a gain from discontinued operations in the amount
      of $500,000 (the amount of the liability to Licensor discharged) in the
      three months ended June 30, 2009.









-12-





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.





We currently have no working capital.
We are relying on loans from our sole officer and director and will continue to
do so until we complete an acquisition or merger. We are a blank
check  company and have not yet generated or realized any
revenues.





On a long-term basis, liquidity is
dependent on commencement of operation and receipt of revenues, additional
infusions of capital, and debt financing. While we may be receiving sufficient
infusions of capital from our sole officer and director, we will not be
generating any revenues until the completion of a merger or acquisition and we
will not take any action to acquire debt financing other than infusions of
capital from our sole officer and director.





Plan
of Operation





We have not conducted any operations
since our license agreement with Neohydro Corp. was terminated.  We
will be relying on cash infusions from our sole officer and director in order to
pay accounting and legal costs associated with filing our reports with the
Securities and Exchange Commission and any fees due the State of Nevada. Other
than the foregoing, we do not anticipate spending any money.





We anticipate that until a business
combination is completed with an acquisition candidate, we will not generate
revenues and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired
business.





We seek acquisition or merger
candidates with ongoing operations. As of March 31, 2009, we had not identified
any such candidates.








-13-





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 providef unding 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.





We are no longer in either
business.  We can now be defined as a "blank check" company whose sole
purpose at this time is to locate and consummate a merger or acquisition with a
private entity.








-14-





Liquidity
and Capital Resources





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





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.





As of March 31, 2009, our total assets
were $57 and our total liabilities were $576,366.





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.





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.








-15-





Results
of Activities





From
Inception on November 13, 2007 to March 31, 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.  We can now be defined as a "blank check" company whose sole
purpose at this time is to locate and consummate a merger or acquisition with a
private entity.








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.








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. There
were no changes in our internal control over financial reporting during the
quarter ended March 31, 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.











-16-





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.























-17-





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
19th
day of May, 2009.





NEOHYDRO
      TECHNOLOGIES CORP.BY:
            VENUGOPAL RAO BALLAVenugopal
      Rao Balla, President, Principal Executive Officer, Secretary, Treasurer,
      Principal Financial Officer, Principal Accounting Officer and sole member
      of the Board of Directors.










































-18-





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.






































-19-