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 1934

For the quarterly period ended March 31, 2013

or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-53669 

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

(805) 857-1074
(Registrant’s telephone number, including area code)

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

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

[X] YES       [  ] NO

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

[X] YES       [  ] NO

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

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

[X] YES       [] NO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

165,358,040 common shares issued and outstanding as of May15, 2013.

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TABLE OF CONTENTS

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PART 1 – FINANCIAL INFORMATION

Item 1.           Financial Statements

Our unaudited consolidated interim financial statements for the three-month period ended March 31, 2013 form part of this quarterly consolidated report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. These unaudited interim financial statements should be read in conjunction with our company’s audited consolidated financial statements and the 10-K for the year ended December 31, 2012.

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Neohydro Technologies Corp. and Subsidiary

(A Development Stage Company)

March 31, 2013

                                                                                                                                                                                                     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

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See Notes to Unaudited Consolidated Financial Statements.

F-1

See Notes to Unaudited Consolidated Financial Statements.

F-2

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. The current primary activity of the Company involves seeking a company or companies that it can acquire or with which it can merge.

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception, has never paid dividends and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2013, the Company has a working capital deficit of $12,303 and has accumulated losses of $1,389,619 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)       Interim Financial Information

The unaudited consolidated financial statements as of March 31, 2013, and for the three months ended March 31, 2013 and 2012, and for the period from November 13, 2007 (inception) to March 31, 2013, 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 March 31, 2013, and the results of operations and cash flows for the period 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 period ended March 31, 2013, is not necessarily indicative of the results to be expected for any subsequent quarters or the entire year ending December 31, 2013. The balance sheet at December 31, 2012, 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, 2012 as included in our Form 10-K filed with the Securities and Exchange Commission on April16, 2013.

F-4

Neohydro Technologies Corp. and Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2013
(Expressed in US Dollars)
(Unaudited)

2.       Summary of Significant Accounting Policies (continued)

b)       Reclassification 

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

d)       Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

e)       Subsequent Events

The Company evaluated subsequent events through the date these financial statements were issued for disclosure consideration.

3.       Related Party Balances/Transactions

Due from related party, which is non-interest bearing, unsecured, and has no specific terms of repayment, consist of:

Due to related party, which is non-interest bearing, unsecured, and has no specific terms of repayment, consist of:

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

On January 3, 2013, the Company provided a loan of $20,000 to a company controlled by a director of the Company, which is due on July 30, 2013, and secured by all chattel, fixtures and property of any type or nature owned or possessed by the Company. The interest due at the maturity date is $1,000.  This loan was made to secure the potential acquisition of this related party company.

On February 12, 2013, the Company provided an additional loan of $20,000 to a company controlled by a director of the Company, which is due June 30, 2013, and secured by all chattel, fixtures and property of any type or nature owned or possessed by the Company. The interest due at the maturity date is $1,000.  This loan was made to secure the potential acquisition of this related party company.

For both loans, after the maturity date or upon an occurrence of any event of default, at the option of the Company, all amounts owing under this loan agreement shall bear interest at a default rate equal to 6% per annum and five days after such an event a late fee of 10% will be added to the note. Such interest shall be paid on the first day of each month thereafter, or on demand if sooner demanded and such default rate shall continue until this loan is paid in full.

F-5

4.       Loans Payable

At March 31, 2013, the Company is indebted to an unrelated third party for $52,263 (December 31, 2012 - $52,858).  The loan is non-interest bearing and is due on demand.  During the three months ended March 31, 2013, the Company recorded an imputed interest of $1,318 (2012 - $nil).

5.       Convertible Notes

a)       On November 27, 2012, the Company entered into a convertible loan agreement. The Company received $25,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $25,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $25,000.  As at March 31, 2013, the carrying values of the convertible debenture and accrued convertible interest thereon were $912 and $849, respectively.

b)       On November 27, 2012, the Company entered into a convertible loan agreement. The Company received $25,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $25,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $25,000.  As at March 31, 2013, the carrying values of the convertible debenture and accrued convertible interest thereon were $912 and $849, respectively.

c)       On November 27, 2012, the Company entered into a convertible loan agreement. The Company received $40,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $40,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $40,000.  As at March 31, 2013, the carrying values of the convertible debenture and accrued convertible interest thereon were $1,459 and $1,359, respectively.

d)       On November 27, 2012, the Company entered into a convertible loan agreement. The Company received $35,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $35,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $35,000.  As at March 31, 2013, the carrying values of the convertible debenture and accrued convertible interest thereon were $1,246 and $1,189, respectively.

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

F-6

6.       Share Purchase Warrants

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

As at March 31, 2013, the following common share purchase warrants were outstanding:

As at March 31, 2013, the aggregate intrinsic value of the common share purchase warrants was $nil.

F-7

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

FORWARD-LOOKING STATEMENTS

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, and our wholly owned subsidiary, Green Interactive Hybrid Technologies Canada Inc., a company incorporated under the laws of the Province of Alberta, 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 the 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 2200 Yarbrough Avenue, Suite B 305, El Paso, TX  79925. Our telephone number is 805.857.1074.     

We have a wholly-owned subsidiary, Green Interactive Hybrid Technologies Canada Inc., a company incorporated under the laws of the Province of Alberta.

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 a company with no operations.

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We were not 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, focused initially on the light and heavy-duty trucking industry.

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 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 and our existing business will close down. 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 whom 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.

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On September 27, 2011, we entered into a binding term sheet, which outlines the general terms and conditions pursuant to which our company has agreed to enter into a definitive agreement to purchase 75% of the issued and outstanding shares of common stock of Performance DNS Inc., a private company domiciled in Nevada, in exchange for 30,000,000 shares of common stock of our company. As a term of the agreement, on September 27, 2011, the president of Performance DNS became the current president of our company. Under the term sheet, our company agreed to complete an equity or debt financing of up to $500,000 within 6 months of closing and agreed to advance $25,000 upon closing. Each party will pay its own expenses in connection with the negotiation of the definitive agreement. The agreement has not yet closed and our company has not yet closed an equity or debt financing of up to $500,000 within the past nine-month period, therefore, both companies are still negotiating new terms.

On November 27, 2012, we entered into a convertible loan agreement. Our company received $25,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of our company at a conversion price of $0.0005 per share. Our company recognized the intrinsic value of the embedded beneficial conversion feature of $25,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $25,000.  As at March 31, 2013, the carrying values of the convertible debenture and accrued convertible interest thereon were $912 and $849, respectively. 

On November 27, 2012, we entered into a convertible loan agreement. Our company received $25,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of our company at a conversion price of $0.0005 per share. Our company recognized the intrinsic value of the embedded beneficial conversion feature of $25,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $25,000.  As at March 31, 2013, the carrying values of the convertible debenture and accrued convertible interest thereon were $912  and $849, respectively.  

On November 27, 2012, we entered into a convertible loan agreement. Our company received $40,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of our company at a conversion price of $0.0005 per share. Our company recognized the intrinsic value of the embedded beneficial conversion feature of $40,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $40,000.  As at March 31, 2013, the carrying values of the convertible debenture and accrued convertible interest thereon were $1,459  and $1,359, respectively. 

On November 27, 2012, we entered into a convertible loan agreement. Our company received $35,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of our company at a conversion price of $0.0005 per share. Our company recognized the intrinsic value of the embedded beneficial conversion feature of $35,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debenture up to its face value of $35,000.  As at March 31, 2013, the carrying values of the convertible debenture and accrued convertible interest thereon were $1,246  and $1,189, respectively. 

In January 2013, we entered into two $20,000 loan receivable agreements from a director of our company for $40,000 as deposits for potential acquisition of an entity controlled by our director.  The loans are due in June 30, 2013 and July 30, 2013 and secured by all chattel, fixtures and property of any type or nature owned or possessed by our company.  The interest due at the maturity date on each note is $1,000.  After the maturity date or upon an occurrence of any event of default, at the option of the lender hereof, all amounts owing under this loan agreement shall bear interest at a default rate equal to 6% per annum and five days after such an event a late fee of 10% will be added to the note. Such interest shall be paid on the first day of each month thereafter, or on demand if sooner demanded and such default rate shall continue until this loan is paid in full.

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Results of Operations

Three Months Ended March 31, 2013 Compared to the Three Months Ended March 31, 2012.

Our net loss for the three-month period ended March 31, 2013, the three-month period ended March 31, 2012 and the period from November 13, 2007 (inception) to March 31, 2013, for the respective items are summarized as follows:

General and Administrative

We had no revenues in the three-month periods ended March 31, 2013 and 2012 and we incurred net losses of $22,148 and $11,213, respectively. From November 13, 2007 (inception date) to March 31, 2013 we incurred a net loss from continuing operations of $687,987. 

General and administrative expenses relating to operations decreased for the three month period ended March 31, 2013 to $15,028 from $11,213 for the three-month period ended March 31, 2012.

Liquidity and Financial Condition

Working Capital

Cash Flows

Operating Activities

Net cash used in operating activities was $34,594  for the three month period ended March 31, 2013 compared with cash used in operating activities of $1,957 in the same period in 2012. The increase in cash used in operating activities is attributable to us incurring more operating expenses related to professional services.

Investing Activities

Net cash used by investing activities was $61,769  for the three month period ended March 31, 2013 compared to $Nil in the same period in 2012.  We advanced $21,769 in cash and loaned $40,000 to an entity controlled by our director, these payments were made to secure a potential acquisition of this related party company.

Financing Activities

Net cash used in financing activities was $595  for the three month period ended March 31, 2013 compared to $1,957 of cash used in the same period in 2012. The change in financing activities was mainly attributable to less interest in our business operations from potential investors

Loans Payable

At March 31, 2013, our company was indebted to an unrelated third party for $52,263  (December 31, 2012 - $52,858). The loan is non-interest bearing and is due on demand.

Going Concern

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

Our company has not generated revenues since inception, has never paid dividends and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2013, we had a working capital deficit of $12,303 and have accumulated losses of $1,389,619 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.

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Critical Accounting Policies

Interim Financial Information

The unaudited consolidated financial statements as of March 31, 2013 and for the three months ended March 31, 2013 and 2012, and for the period from November 13, 2007 (inception) to March 31, 2013 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 March 31, 2013, and the results of operations and cash flows for the period 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 period ended March 31, 2013, is not necessarily indicative of the results to be expected for any subsequent quarters or the entire year ending December 31, 2012. The balance sheet at December 31, 2012, 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, 2012 as included in our Form 10-K filed with the Securities and Exchange Commission on April 16, 2013.

Reclassification

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

Recent Accounting Pronouncements

Our company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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.

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Item 4.           Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

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

PART II – OTHER INFORMATION

Item 1.           Legal Proceedings

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

Item 1A.        Risk Factors

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

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

None. 

Item 3.           Default upon Senior Securities

None.

Item 4.           Mine Safety Disclosures

Not applicable.

Item 5.           Other Information

None.

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Item 6.           Exhibits

*      Filed herewith.

**   Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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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.

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