Item 1.01 Entry into a Material Definitive Agreement. On July 19, 2013 , the corporation entered into an agreement to purchase Couponz, Inc. The Agreement calls for all of the right, title and interest in and to 100% of the ownership interest in COUPONZ, INC. (the "Ownership Interest") will be exchanged for the right to receive 24,514,319 shares of preferred stock of NeoHydro Technologies Corp. (the "Exchange Shares") and $100,000 ( $100,000 of which is acknowledged to have previously been received). It is agreed that the preferred shares issued hereunder shall be designated as 1 to 15 voting and 1 to 2.5 convertible to common. Couponz, Inc. is now a wholly-owned subsidiary of NeoHydro and NeoHydro has acquired the business and operations of Couponz, Inc. The Exchange Agreement contains customary representations, warranties, and conditions. It should be noted that David Gasparine , the sole director of NeoHydro Technologies Corp. , is also the controlling shareholder of Couponz, Inc. , and, as such, this transaction should be considered to be a related-party transaction. Item 2.01 Completion of Acquisition or Disposition of Assets. On November 1, 2013 , the corporation completed a transaction to purchase Couponz, Inc. Pursuant to the Exchange Agreement, all of the right, title and interest in and to 100% of the ownership interest in COUPONZ, INC. (the "Ownership Interest") was exchanged for 24,514,319 shares of preferred stock of NeoHydro Technologies Corp. (the "Exchange Shares") and $100,000 ( $100,000 of which is acknowledged to have previously been received). The preferred shares issued hereunder are designated as 1 to 15 voting and 1 to 2.5 convertible to common. Couponz, Inc. is now a wholly-owned subsidiary of NeoHydro and NeoHydro has acquired the business and operations of Couponz, Inc. The Exchange Agreement contains customary representations, warranties, and conditions. The Exchange Shares were issued on November 1, 2013 , and at that point the transaction was officially closed. Upon the closing of this transaction, NeoHydro Technologies Corp. is no longer a shell company as defined in Rule 405 of Regulation C and Rule 12b-2 of the Exchange Act. It should be noted that David Gasparine , the sole director of NeoHydro Technologies Corp. , is also the controlling shareholder of Couponz, Inc. , and, as such, this transaction should be considered to be a related-party transaction. Upon the closing of this transaction, 24,514,319 shares of preferred stock will be held by the former shareholders of Coupons, Inc. , and 165,358,040 shares of common stock will be held by the existing shareholders of NeoHydro Technologies Corp. Item 4.01 Changes in Registrant's Certifying Accountant. (1) (i) GBH, CPAs, PC, the principal accountant for the registrant, was dismissed on October 31, 2013 . (ii) The reports of GBH, CPAs, PC on the financial statements of the registrant for the previous two fiscal years did not include any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. (iii) The change in accountants was approved by the Board of Directors. (iv) During the registrant's two most recent fiscal years, there were no disagreements with GBH, CPAs, PC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. (2) On October 31, 2013 , the registrant engaged Malone Bailey, LLP as its principal accountant. Prior to the engagement, there were no consultations with Malone Bailey, LLP concerning: (i) the application of accounting principles to a specific transaction, or the type of audit opinion that might be rendered on the registrant's financial statements; or (ii) any matter that was either the subject of a disagreement with the previous accountant or a reportable event. Item 5.01 Changes in Control of Registrant. On November 1, 2013 , David Gasparine , the Company's sole officer and director, gained control of the registrant. On November 1, 2013 , the corporation completed a transaction to purchase Couponz, Inc. Pursuant to the Exchange Agreement, all of the right, title and interest in and to 100% of the ownership interest in COUPONZ, INC. (the "Ownership Interest") was exchanged for 24,514,319 shares of preferred stock of NeoHydro Technologies Corp. (the "Exchange Shares") and $100,000 ( $100,000 of which is acknowledged to have previously been received). Of the 24,514,319 shares of Series A preferred stock issuedin this transaction, 16,000,000 of them were issued to David Gasparine . The preferred shares issued hereunder are designated as 1 to 15 voting and 1 to 2.5 convertible to common. Therefore, this transaction gives Mr. Gasparine a 45.02% voting control of the Registrant. Item 5.06 Change in Shell Company Status. On July 19, 2013 , the corporation entered into an agreement to purchase Couponz, Inc. The Agreement calls for all of the right, title and interest in and to 100% of the ownership interest in COUPONZ, INC. (the "Ownership Interest") will be exchanged for the right to receive 24,514,319 shares of preferred stock of NeoHydro Technologies Corp. (the "Exchange Shares") and $100,000 ( $100,000 of which is acknowledged to have previously been received). It is agreed that the preferred shares issued hereunder shall be designated as 1 to 15 voting and 1 to 2.5 convertible to common. Couponz, Inc. is now a wholly-owned subsidiary of NeoHydro and NeoHydro has acquired the business and operations of Couponz, Inc. The Exchange Agreement contains customary representations, warranties, and conditions. The Exchange Shares will be issued on November 1, 2013 , and at that point the transaction will be officially closed. Upon the closing of this transaction, NeoHydro Technologies Corp. will no longer be a shell company as defined in Rule 405 of Regulation C and Rule 12b-2 of the Exchange Act. The following is information about Couponz, Inc. the creators of the Epoxy app. General Company Description Our goal is to provide a simple and easy to use platform for consumers to find business information, including but not limited to product and service descriptions, promotions, loyalty programs, and customer reviews, as well as to provide business owners a simple and easy to use platform to promote their businesses to mobile app users. Through the use of research and development we will be able to continue evolving our platform and features provided for our users. Couponz's goals and objectives are as follows: 1. Setup a board of advisors that specialize in a. Advertising/PR b. Sales c. Development (App/Web) -Dave 2. Short Term a. Reach a specific # of Merchants (Paying Customers) b. Increase # of App Users i. As well as # of x's a user opens the app (# of interactions) c. Improve Marketing/Branding i. Have "PR" staff visiting businesses (i.e. Epoxy Day) where we show users how the app works ii. Work with (incentivize) employees of businesses 3. Medium/Long Term a. Geographical Expansion i. Expand from Vegas to the rest of the South West (1-2 years) ii. Expand from the South West to the Mid-West (2-3 years) iii. Expand Nationally (~5 years) iv. Expand Internationally (<~10 years) Our primary philosophy is to provide excellent customer service to both app users and merchants, while utilizing feedback through our events, website and mobile app. The mobile application platform gives us an opportunity to seamlessly receive feedback while providing a service. Once feedback has been provided we can then study and then apply this to the system. We believe if you keep the marketing simple, to the point and clean people will be willing to listen and convert. Once a customer is willing to listen, they can be turned into more valuable, loyal customers. Couponz's product is marketed to Mobile App Users as well as Business owners. Our webste address if www.expoxyapp.com . Products and Services Epoxy, Couponz's mobile app, is a "two-part" system that has a server that both a website and a mobile application access. The mobile app allows users to find local businesses that have an Epoxy membership. An app user can navigate to an individual business several ways. App users can find a specific business by searching for the specific name of the business, the category of the business or by the app users location and listed results on a Map View. App users can then filter the results of the businesses in the Map View by category. Once a business is chosen the app user is presented with a Business Landing Page or "BLP". The BLP displays information about that specific business that the business owner has input including operating hours, locations, menus, phone numbers as well as marketing such as digital loyalty cards and coupons. Within the BLP app users can also create reviews or "Sticky Notes" about that individual business and review other Sticky Notes that have been previously created. When an app user opens a loyalty card or offer the app has a built in scanner that allows the staff to "punch" or "redeem" either offer. A loyalty card is scanned multiple times and once completely filled is valid for a specified offer from the business owner. The app user can collect or "save" filled loyalty cards to redeem at a later time. A coupon is a one-time use offer that once redeemed will disappear from the device and become de-active. A business needs no equipment as the scanner is built into the Epoxy application that is required to scan each unique QR code. Epoxy provides each business with their own unique code that is used to track each loyalty card and offer. Each time an app user redeems an offer or digitally receives a punch the system tracks that information and displays it on a website administration panel for the business owner to track. The website serves as amerchant login where merchants can access an administration panel that allows them to create their BLP and add digital punch cards, offers, events a and send out direct messages to individuals or groups in real-time. The admin panel also will provide the merchants with analytics such as the number of recipients for these direct messages, the number of punch cards and offers that have been used as well as the individual customers who are recommending that particular business (the referral system is a pending patent). This will allow the merchant to distinguish between different levels of consumers and compensate accordingly. This also adds a level of security and accuracy to the loyalty and coupon program that is not practical with a paper system. Our pricing for merchants is a simple flat membership fee of $99 a month, without any contracts. The mobile app is free for consumers to download, and is available on both Android and Apple platforms. Marketing Plan Our Primary marketing plan is through use of PR. Joining events such as "The Bite of Las Vegas ", an annual food festival in Las Vegas, Nevada which features restaurants from across the Las Vegas Valley , to gain exposure to local markets as well as potential app users. We have setup successful Focus Groups. Through use of focus groups we can market direct to app users. "Epoxy Days" where we spend 2 hours at a local business and allow users to receive an addition 10% Off (or custom offer) - this allows us to reach the app users directly promoting more organic growth (users who have exposure to the app through use or at businesses promoting it) as opposed to users seeing it randomly. We will also be able to market the "Green" Element of Epoxy. The fact is the need for print will be dramatically reduced (nearly eliminated) for merchants. Economics Facts about Mobile Markets: I. According to TheEpochTimes.com , the research firm Gartner predicts that 2013 would see a total of 102,000,000,000 mobile app downloads on smartphones, with app revenues totaling $26,000,000,000 . (Source: The EpochTimes.com , "Mobile Apps in 2013: 102 Billion Downloads, $26 Billion in Sales", September 23, 2013 ) II.Currently consumers have little control over the "shotgun" approach to marketing (i.e. direct mail, text campaigns and even computer ads). Epoxy allows users to take control of who they hear from, giving them a little control over the way in which advertisements are delivered III. What barriers to entry do you face in entering this market with your new company? Some typical barriers are: o Market Share - Mobile Market o Exposure - App users familiarity with our features o Market Share - Merchant Market o Brand Awareness o Sales Structure IV. And of course, how will you overcome the barriers? º Market share and presence has been our primary obstacle. Through the use of PR and events such as "Epoxy Days" we will gain two types of exposure simultaneously. One, we will be able to get the brand awareness out to app users and two, we will be giving them hands on experience and in turn making them more familiar with brand new features. º Market share in the merchant market will be done through our "claim your location" style of advertising. Merchant locations can be added to the application by not only Couponz staff but by app users as well. By doing this, Couponz sales staff and marketing can be directed at informing business owners that they can "claim" their business via our website, which would entail providing basic information about that business, such as location, phone number, and the like, free of charge. For merchants to utilize our features (i.e. punch cards, offers and analytics) would require joining Epoxy on a month-to-month basis. º Our sales payment structure will be a commission-based system. At our current state a commission based payment structure is the most conducive to our business. Product Our customers view our product as a convenience. Primarily removing the need to store and save paper offers such as coupons or punch cards. Additionally, app users have responded particularly well to the fact that Epoxy is free of charge, and allows the features it does. Features and Benefits Mobile App Features: º Cost, Epoxy is free º Convenience: Everything is delivered right on consumers device Epoxy will allow users to see businesses in their area, read reviews and share these businesses with friends with one simple click. Users will also have the ability to redeem offers directly from their device through the use of our patent pending software design via their camera. Users benefit from Epoxy because they can "filter" the amount of advertising they are exposed to while merchants still have a platform to share offers on. Merchant User Features: º Cost: very affordable. º Convenient: Everything from creating offers, adding events and informing customers is now done via our website. Merchants simply login and update their customers base as well as new customers º Informative: Analytics Benefits of these features include: º Saving Time, now merchants can not only update customers immediately and in less than 1 minute, they can also track offer usage ( Punch Card and Coupon redemption history) º Less frustration: by combing all of these features into one central platform, merchants are also provided a much simpler way to advertise. º Gives merchants "real" as opposed to "theoretical" analytics, meaning that they now can distinguish the actual number of consumers that have "seen" an offer or message. Once this figure is known, merchants can now more accurately market. Customers App Users: · 18-40 · Male and Female Merchants: · Food and Service Industries · Small to medium size businesses · Good quality and service Competition The primary differentiation between Epoxy and what is available in the current market place is the majority of services available for business owners are more favorable to the consumer rather than to the business owner. Our services were designed to benefit primarily the business owner and secondarily the consumers. Business owners no longer need to split revenues with a marketing company such as Groupon or Living Social and now they can create a profile and send out offers or information to receive the full benefits of the return. Currently Yelp would be our primary competitor for the "Reviews" feature of Epoxy. Groupon, Living Social and Amazon Deals are competitors for the "Offer" features of Epoxy. Epoxy has features that have evolved and will continue to evolve directly from user input and interaction. Epoxy's reviews allow a user not only write reviews about a particular business, but also allows a user to follow fellow users with similar tastes and receive updates when the users they are following write reviews. Our competitive advantage relies heavily on Mr. Gasparine's experience in the restaurant industry. His background in owning and operating several restaurants has proven to be an asset to this concept, as he is fully aware of the challenges facing business owners in their marketing decisions, and can easily articulate to business owners the advantages that the Epoxy technology gives them in their marketing plan. Our key features that differentiate Epoxy from the rest are the recommendation and rewarding system and the integration of technologies that allow business owners to sign up and engage without the need of any equipment. Niche Our current niche is the small-medium business owner who can benefit from word-of-mouth marketing that don't have a lot of time to spend towards marketing. Our long term goal is to expand beyond our current niche to include national and regional chains, as well as to continue to serve our core business of small to medium sized independent businesses. Strategy Initial Strategy will be to spend time targeting small-medium size businesses that have a positive reputation and good product. Advertising campaigns will be geared towards explaining the benefits of Epoxy membership as well as how simple it is to use. Secondary Strategy will be affiliated marketing strategies that will enable us to expand our reach through these networks and place our brand into larger national chains. Promotion We will primarily utilize a multi-faceted approach to initially promote our business to merchants, including but not limited to billboards, direct contact by sales staff, sales videos, and web-based promotion. Additionally, will also utilize the customer base within the app to help reach our merchants via a word-of-mouth recommendation program the enables users to recommend Epoxy to business owners for a reward. Promotional Budget Our initial promotional budget will be $30,000 /annually Pricing Our pricing is a monthly recurring fee of $99 /month and we will not require a contract. Operational Plan Development · Continued Research and Development (Focus Groups of both merchants/app users) · Design improvements (utilizing Bobby Dragulescu's skills/services) · Development (implementing the ideas and feedback into future versions of Epoxy) Employees Couponz, Inc. currently has one full-time employee. The Company also utilizes ___ additional independent contractors on a part-time basis. Properties Couponz,Inc.'s corporate headquarters are located at 500 N. Rainbow Blvd. , Suite 300, Las Vegas, Nevada 89107. Couponz, Inc. does not own any real property. Legal Proceedings Neither Couponz, Inc. or NeoHydro Technologies Corp. are involved in any litigation outside the ordinary course of business, the disposition of which would have a material effect upon either our results of operations, financial position, or cash flows. Management David Gasparine is the sole officer/director of Couponz, Inc. Dave Gasparine . Mr. Gasparine started Couponz, Inc in April 2011 from scratch and with a plan to provide an easy to use tool that alleviated the frustrations he experienced while he was operating his other small businesses, Tropical Smoothie CafÉ. Mr. Gasparine owned and operated two Tropical Smoothie CafÉ locations in the greater Las Vegas area from February 2007 to April 2011 . Mr. Gasparine held several customer relation positions at the Bellagio, a 5 diamond Las Vegas Resort and Casino from November 1998 to June 2007 . Mr. Gasparine's positions included Senior Valet Attendant and Limo driver; catering to the hotels elite clients. From 2003 to 2007, Mr. Gasparine attended the College of Southern Nevada (CSN) completing an Associates degree of Liberals Arts. Additionally, he attended the University of Las Vegas (UNLV) Engineering program. Summary Compensation Table Annual Compensation Long-Term Compensation Securities Other Annual Restricted Underlying LTIP All Other Name and Salary Bonus Compensation Stock Awards Options Payouts Compensation Principal Position Year ($) ($) ($) ($) (#) ($) ($) David Gasparine 2011 - - - - - - - Officer and Director 2012 - - - - - - - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information as of the date of this report with respect to the beneficial ownership of our common stock by all persons known to us to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group. Unless otherwise specified, the named beneficial owner has, to our knowledge, either sole or majority voting and investment power. Amount of Title Of Name, Title and Address of Beneficial Owner of Beneficial Class Shares(1) Ownership(2) % of Ownership Series A David Gasparine, President, Secretary, 16,000,000 65.27% Preferred Treasurer and Director All Directors and Officers as a group (1 16,000,000 65.27% person) *The 16,000,000 Series A Preferred Shares issued to Mr. Gasparine give him a total of 240,000,000 votes out of a possible 533,072,825 votes, or 45.02% of the vote in the Corporation. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There were no transactions since the beginning of the Company's last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000 and to which any related person had or will have a direct or indirect material interest. Our officer and director, Mr. David Gasparine , can be considered a promoter of the Company in consideration of his participation and managing of the business of the Company. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Company is an emerging growth company under the Jumpstart Our Business Startups Act. The Company shall continue to be deemed an emerging growth company until the earliest of-- '(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics , setting the threshold to the nearest 1,000,000) or more; '(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title; '(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or '(D) the date on which such issuer is deemed to be a 'large accelerated filer', as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.'. As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act. Liquidity and Capital The Company had $492 in cash and cash equivalent at audit period ending December 31, 2012 to meet current obligations. Based on our current available cash, management does not believe the amount on hand is sufficient to support limited operations and expenses for a period greater than two months. The Company is dependent on the financial support and resources of our founding shareholders, until such time that we raise adequate capital to commence our operations and generate sufficient cash flows to meet our requirements. Our founders have expressed support for our necessary cash requirements, however there is no written commitment. We anticipate negative cash flows until we are able to institute our operating plan. Results of Operations Operating revenues in the six months ending June 30, 2013 were $5,290 , which were generated through merchant subscriptions for the Company's services. Our activities have been financed by the proceeds and good will consideration of share subscriptions or through revenues generated via ordinary business activity. From our inception to the date of this prospectus we have raised a total of $87,000 from private offerings of our common stock. Total expenses in the six months ending June 30, 2013 were $78,330 . The operating loss for the period is a result of general and administrative expenses in the amount of $38,316 , software development expenses in the amount of $28,738 , consulting fees in the amount of $10,448 , and professional fees in the amount of $828 . Plan of Operation Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying audited financial statements, the Company has incurred an accumulated deficit of $159,857 . During the year ended December 31, 2012 , the company had negative cash flows of $95,145 . Management has also provided Unaudited Balance Sheet Data stating that the Company has incured an accumulated deficit of $232,897 for the period from inception ( February 18, 2011 ) to June 30, 2013 . These conditions raise substantial doubt about the Company's ability to continue as a going concern. The pace of the growth of the Company is dependent upon its ability to obtain financing through future profitable operations from the development of its planned business. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. Description of Couponz, Inc. Securities Couponz, Inc. is a private corporation, organized under the laws of the State of Nevada . The Company had 75,000,000 shares authorized, par value $0.001 , and 24,514,319 issued and outstanding prior to the transaction with NeoHydro . . .
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