UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2022_________________________________________~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 000-54819

NEWHYDROGEN, INC.

(Exact name of registrant as specified in its charter)

nevada

20-4754291

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

27936 Lost Canyon Road, Suite 202, Santa Clarita, California 91387

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number: (661) 251-0001

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

The aggregate market value of the voting and non-voting common stock of the issuer held by non-affiliates, computed by reference to the price at which the common stock was sold on June 30, ~~2022~~2023, was approximately $128,~~224~~397,~~500~~963.

The number of shares of the registrant’s common stock outstanding, as of March 115, ~~2023~~2024 was ~~705~~704,~~126~~599,~~846~~512 .

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	87
Item 1B.	Unresolved Staff Comments	10
Item 1C.	Cybersecurity	10
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11
PART II
Item 5.	Market for Registrant’s, Common Equity, ~~and~~ Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	~~Selected Financial Data~~[Reserved]	13
Item 7.	Management’s Discussion and Analysis or Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	15
Item 9A.	Controls and Procedures	15
Item 9B.	Other Information	16
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	16
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13.	Certain Relationship and Related Transactions, and Director Independence	21
Item 14.	Principal ~~Accounting~~Accountant Fees and Services	21
Item 15.	Exhibits, Financial Statements Schedules	22
PART IV
Item 15.	Exhibits and Financial Statement Schedules	22
Item 16.	Form 10-K Summary	23
SIGNATURES		24

PART I

ITEM 1.

BUSINESS.

Overview

We are a developer of clean energy technologies. Our current focus is on developing ana ~~electrolyzer~~green hydrogen production technology that uses water and heat rather than electricity to ~~lower~~produce the ~~cost~~world’s ofcheapest ~~Green Hydrogen~~green ~~production~~hydrogen.

Hydrogen is the cleanest and most abundant ~~fuel~~element in the universe., ~~It is zero-emission~~ and ~~only~~we ~~produces~~can’t ~~water~~live ~~vapor~~without ~~when used~~it. ~~However,~~Hydrogen ~~hydrogen does~~is ~~not~~the ~~exist~~key ingredient in ~~its~~making fertilizers ~~pure~~needed ~~form~~to ongrow ~~Earth~~food sofor itthe ~~must be extracted~~world. ~~For~~It ~~more~~is ~~than~~also ~~200~~used ~~years~~for transportation, ~~scientists~~refining ~~have~~oil ~~known~~and ~~how~~making tosteel, ~~use~~glass, ~~electricity~~pharmaceuticals ~~to split water into hydrogen~~ and ~~oxygen using a device called an electrolyzer~~more. ~~Electrolyzers~~Nearly ~~installed~~all ~~behind~~the ahydrogen ~~solar~~today ~~farm~~is ormade ~~wind~~from ~~farm can~~hydrocarbons ~~use~~like ~~renewable~~coal, ~~electricity to split water~~oil, ~~thereby~~and ~~producing~~natural ~~Green Hydrogen. However~~gas, ~~modern~~which ~~electrolyzers~~are ~~still~~dirty ~~cost~~and ~~too~~limited ~~much~~resources. ~~The~~ ~~chemical~~Water, ~~catalysts~~on ~~that enable~~ the ~~water-splitting~~other ~~reactions~~hand, ~~are~~is ~~currently~~an ~~made~~infinite ~~from platinum~~ and ~~iridium~~renewable -worldwide ~~both are very expensive precious metals~~resource. ~~These catalysts account for nearly 50% of the cost of the electrolyzer.~~

WeCurrently, ~~are~~the ~~developing~~most ~~technologies~~common method of making green hydrogen is to ~~significantly~~split ~~reduce~~water orinto ~~replace~~oxygen ~~rare~~and ~~materials~~hydrogen with ~~inexpensive~~an ~~earth~~electrolyzer ~~abundant~~using ~~materials~~green ~~in electrolyzers~~electricity toproduced ~~help~~from ~~usher~~solar inor awind. ~~Green~~However, ~~Hydrogen~~green ~~economy~~electricity is and always will be very expensive. InIt acurrently ~~2022~~accounts ~~report~~for 73% of the cost of green hydrogen. By using heat directly, ~~Goldman~~we ~~Sachs~~can ~~estimates~~skip ~~that~~the ~~Green~~expensive ~~Hydrogen~~process ~~will~~of making electricity, and fundamentally lower the cost of green hydrogen. Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors and industrial waste heat for use in our novel low-cost thermochemical water splitting process. Working with a ~~$11~~world ~~trillion~~class ~~market~~research team at UC Santa Barbara, our goal ~~opportunity~~is ~~for~~to help usher in the ~~utilities~~green ~~industry~~hydrogen ~~along~~economy bythat ~~2050~~Goldman Sachs (in a 2022 report) estimated to have a future market value of $12 trillion.

Industry Overview

Hydrogen is the most abundant and prevalent clean energy in the universe.

	●	73% of the Sun is made up of hydrogen.

	●	On a weight basis, hydrogen (142 MJ/kg) contains 3X as much energy as gasoline (46 MJ/kg), and 200X as much energy as lithium-ion batteries (0.6 MJ/kg).

	●	It can be used in fuel cells to power electric vehicles or cities.

	●	It can be combusted in gas turbines or internal combustion engines for power generation.

	●	It is a zero-emission clean fuel and produces only water vapor when used.

	●	It is the main ingredient in fertilizers that feed our hungry world.

Hydrogen does not exist in its pure form, and must be extracted. According to a 2022 report from the U.S. Department of Energy, more than 95% of hydrogen in the world are made by steam reforming of natural gas (“Grey Hydrogen”) or coal gasification (“Brown Hydrogen”). Both sources of hydrogen are basically different forms of dirty, carbon heavy, and non-renewable fossil fuels. This does nothing to help fight climate change or lead to renewable energy and a sustainable planet.

According to a 2023 research report from Vantage Market Research, green hydrogen has an annual market size of more than $374 million in 2021, and is expected to hit $8.7 billion in 2028. Developing cost-competitive Green Hydrogen made from renewable resources such as solar, wind and water can significantly expand the market for hydrogen. At this time, wethe ~~believe~~ electrolyzer technology represents the most ~~certain~~well understood way forward.

Solar or Wind Energy + Water + Electrolyzers = Green Hydrogen

Abundant sources of Green Hydrogen can power a clean energy world of fast charging fuel cell electric vehicles, light up our homes, make our fertilizers and ultimately replace many forms of fossil fuels.

An overwhelming amount of scientific evidence shows that carbon emissions from fossil fuels have contributed to increasing global climate change. Policymakers around the world have accelerated programs to enable the development and adoption of renewable energy. The U.S has been slow to adopt such programs but is quickly becoming a formidable force. According to the World Resources Institute, more than 14 U.S. states have legislative mandates requiring 100% renewable electricity, some as early as 2040. Both the U.K. and European Union are targeting net zero greenhouse gas emissions by 2050.

With this global backdrop and concerted actions toward climate policies and clean energy, we believe the Green Hydrogen revolution is ready to take off. The Sun does not always shine, and the wind does not always blow. Therefore, green energy from solar and wind power is inherently intermittent and unreliable as a primary source of power. However, by converting that green electricity into Green Hydrogen, it can be used anywhere and anytime for electricity, chemicals, heating and all necessities of life.

Because of the versatility of hydrogen, we believe Green Hydrogen has the potential to fundamentally improve the world economy and usher in a new era of economic prosperity, sustainability, and energy independence to those with access to solar, wind and water which describes most of the entire world.

Electrolyzer Technology

For more than 200 years, scientists have known how to split water into hydrogen (H₂) and oxygen (O₂). By placing two metal electrodes into a jar of salted water (electrolytic solution) and applying an electrical voltage between them, H₂ and O₂ will bubble up at the separate electrodes. This process is called electrolysis and the device is called an electrolyzer. If the source of electricity is renewable such as solar or wind, then the resulting hydrogen is a zero-greenhouse gas renewable resource - Green Hydrogen.

There are two primary types of commercial electrolyzers. The original alkaline electrolyzer and the modern proton exchange membrane (PEM) electrolyzer. However, neither technology can currently produce Green Hydrogen at scale that is cost competitive with Grey or Brown Hydrogen sourced from fossil fuels. PEM electrolysis has the advantage of higher efficiency and quickly reacting to fluctuating input energy, which is ideally matched to the fluctuating nature of solar and wind energy. Its smaller footprint also makes it ideal for distributed systems, which is how most renewable energy systems are implemented.

PEM electrolyzers are expensive because they rely on rare materials such as platinum and iridium - which is akin to stardust found only in asteroids - as chemical catalysts for the water-splitting reactions. According to National Renewable Energy Laboratory (NREL), these materials account for nearly 50% of the capital cost of PEM electrolyzers. Additionally, the cost of electricity contributes to over 5070% of hydrogen production costs.

~~Our~~The ~~technology~~Problem iswith ~~aimed~~Electrolyzer ~~at lowering the cost of catalysts and key components in PEM electrolyzers by:~~Technology

●For more ~~Replacing~~than ~~rare~~100 ~~materials~~years, the gold standard for producing green hydrogen is through electrolysis, using electrolyzers with ~~inexpensive~~solar ~~earth~~or ~~abundant~~wind ~~materials~~energy to split water into hydrogen and oxygen. However, ●electrolyzers ~~significantly~~are ~~reducing~~very expensive and their efficiencies are fundamentally limited by the ~~amount~~natural laws of ~~rare~~thermodynamics. ~~materials~~For ~~used~~example, ~~and~~the ●theoretical ~~Reducing~~voltage required to split water is 1.23V, but in real life, the voltage required in an industrial electrolyzer is closer to 2V, sometimes more. This 60% or more of additional energy ~~consumption~~is wasted and not put into hydrogen molecules.

3The electrolyzer was first Invented in 1789 and its basic chemistry and architecture hasn’t changed much since then, despite many materials and manufacturing advancements. Nearly all electrolyzers suffer from the following disadvantages:

	●	Overvoltage - The need for much higher voltage, or input energy, to drive meaningful amounts of hydrogen production.

	●	Precious Metals - Catalysts used for water splitting are often precious metals such as platinum and iridium, a material so rare it can only be found in asteroids, and they all corrode over time.

	●	Membranes - Degradable membranes are needed to separate hydrogen (H₂) and oxygen(O₂) bubbles so they don’t re-combine to make water (H₂O).

	●	Distilled Water - Precious metals and membranes are highly susceptible to fouling, therefore expensively distilled pure water is required.

	●	2D Reaction Surfaces - Water splitting reactions can only happen on the surfaces of 2-dimentional electrode plates. Therefore, much of the water is literally waiting around to be zapped, resulting in low efficiency and low throughput.

According to the 2022 Oxford Institute for Energy Studies, The biggest problem with electrolyzers is the use of electricity, which accounts for nearly 73% of the cost of Hydrogen production.

The Solution – Using Heat Instead of Electricity is a Better Way

Cheap, widely available green hydrogen could revolutionize global energy systems and presents a $12 trillion market opportunity. NewHydrogen aims to play a leading role in capturing a share of this enormous potential market by developing a whole new way to reduce the cost of green hydrogen.”

NewHydrogen is developing ThermoLoop^TM, a novel low-cost thermochemical process to split water using inexpensive heat, instead of expensive electricity. Previous thermochemical approaches use extremely hard to manage temperatures such as 2,000°C, or an inefficient series of step reactions at different temperatures to split water into oxygen and hydrogen. Using heat to split water isn’t new, but our goal with ThermoLoop^TM is to develop an elegant and highly efficient chemical looping redox process operating at normal industrial temperatures ranges (below 1000°C).

One step oxidizes (changes) the material to facilitate hydrogen production, the other step(s) reduce (recover) the material and produce oxygen. These steps operate in a continuous process loop that splits an incoming supply of steam (water). This type of redox chemistry is simple on paper but hard in practice. The magic lies in the redox properties of certain multiphase materials, and this has not been done before and represents an exciting development that may enable substantial cost reduction by skipping expensive electricity. Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors or industrial waste heat.”

Applications of Green Hydrogen

Unlike lithium-ion where it is simply a battery technology, Green Hydrogen is an economy. There are many applications for Green Hydrogen, some with larger markets than others. Here are just a few.

(Source: U.S. Department of Energy)

●

Green Electric Grid - The electric grid is finicky, sometimes it needs a lot of electricity sometimes it does not. Unused electricity from solar and wind farms are wasted if it is not used immediately. The Sun does not always shine, and the wind does not always blow, and this makes solar and wind sourced electricity unreliable. One solution is to use an electrolyzer system to convert the excess solar/wind electricity into hydrogen and store it in inexpensive nearby underground caverns. When electricity demand spikes, the hydrogen can be converted back into electricity through a fuel cell. We believe, this is a very scalable solution as opposed to miles and miles of very expensive grid-scale battery systems. In fact, the Advanced Clean Energy Storage project in Utah aims to do just this by building the world’s largest storage facility for 1,000 megawatts of clean power, partly by putting hydrogen into underground salt caverns.

	●	Fuel Cell Electric Vehicles (FCEV) - Perhaps the most exciting application of hydrogen is the direct use in fuel cell electric vehicles. A hydrogen tank in a passenger car can be filled in under five minutes. The only tailpipe emission is water. According to a recent article by Hydrogen Fuel News, hydrogen car market is expected to take off by 2028. Until now, the zero-emission passenger vehicle market has been dominated by battery electric technology by a wide margin. The falling price of green hydrogen and energy security issues in terms of electricity in many areas of the world, however, are causing automakers, governments and consumers to look more favorably at hydrogen than had previously been the case.

	●	Battery Electric Vehicles (BEV) -We believe BEV and FCEV can coexist just like diesel and gasoline cars coexist today. BEVs running on electricity generated through the Green Electric Grid is a beneficiary and indirect user of hydrogen technology. The Green Electric Grid is the network of solar, wind and other alternative energy generation and distribution.

	●	Hydrogen Fueling Stations - We believe electrolyzers are well suited and scalable for distributed onsite Green Hydrogen generation in fueling station applications. With green electricity from a nearby solar array or renewable electric grid, Green Hydrogen can be produced anywhere and anytime. This distributed model of hydrogen production eliminates the need for expensive transportation from a centralized facility.

	●	Lower Carbon Gas Infrastructure - Green Hydrogen can serve as a steppingstone to a lower carbon footprint natural gas supply. Southern California Gas, and others, have demonstrated that the existing natural gas pipelines that supply gas to our cooking stoves and homes can safely contain 5-10% hydrogen without any modifications. This means that an electrolyzer system near a natural gas plant can inject Green Hydrogen directly into the existing gas infrastructure, lowering the carbon footprint of our meals and our warm homes.

	●	Air Taxis of the Future - Hydrogen has 200 times the theoretical energy of lithium-ion batteries per kilogram. We believe hydrogen is the obvious choice because of its lighter weight, in the emerging but potentially revolutionary air mobility market of small electric aircrafts, such as the Skai air tax drone. According to Skai, battery-powered air mobility vehicles are projected to have flight durations of less than half an hour before needing to recharge - Skai’s hydrogen fuel cells give them the ability to fly continuously for up to 4 hours or more with higher capacity auxiliary tanks.

Research and Development

~~Our~~NewHydrogen ~~electrolyzer~~is ~~technology~~developing ~~research~~ThermoLoop™ ~~and~~– ~~development~~a isbreakthrough ~~conducted~~technology atthat ~~the~~uses ~~University~~water ofand ~~California~~heat atrather ~~Los~~than ~~Angeles~~electricity ~~through~~to aproduce ~~sponsored~~the ~~research~~world’s ~~agreement.~~lowest ~~The~~cost ~~current~~green ~~program~~hydrogen. Hydrogen is ~~focused~~the oncleanest ~~replacing~~and ~~iridium~~most ~~with earth~~ abundant ~~materials~~element ~~that~~in ~~meet or exceed~~ the ~~performance~~universe, ~~characteristics of~~and ~~iridium.~~we Wecan’t ~~have~~live ~~also~~without ~~identified~~it. ~~additional~~Hydrogen is ~~components~~the ~~and~~key ~~materials~~ingredient in ~~electrolyzers~~making ~~where~~fertilizers ~~meaningful~~needed ~~cost~~to ~~reductions~~grow ~~can~~food befor ~~performed~~the world. ~~While~~ ~~iridium~~It is ~~the~~also ~~oxygen~~used ~~catalyst~~for transportation, ~~its~~refining ~~counterpart~~oil onand ~~the~~making steel, ~~hydrogen side is platinum~~glass, apharmaceuticals ~~material~~and somore. ~~rare~~Nearly ~~that~~all ~~only~~the ~~200~~hydrogen ~~tons~~today ~~are mined every year. Another critical component~~ is ~~the~~made ~~porous~~from ~~transport~~hydrocarbons ~~layer~~like ~~(“PTL”)~~coal, ~~also~~oil, ~~known~~and asnatural ~~the~~ gas ~~diffusion layer~~, which ~~facilitates~~are ~~the~~dirty ~~movement of water~~ and ~~gases~~limited ~~to and from the catalyst surfaces~~resources. ~~According~~Water, toon the ~~National~~other ~~Renewable Energy Laboratory~~hand, ~~the~~ ~~catalysts,~~is ~~membrane~~an infinite and ~~PTL~~renewable ~~assembly~~worldwide ~~account for more than 50%-75% of the capital cost of the electrolyzer stack~~resource.

Currently, the most common method of making green hydrogen is to split water into oxygen and hydrogen with an electrolyzer using green electricity produced from solar or wind. However, green electricity is and always will be very expensive. It currently accounts for 73% of the cost of green hydrogen. By using heat directly, we can skip the expensive process of making electricity, and fundamentally lower the cost of green hydrogen. Inexpensive heat can be obtained from concentrated solar, geothermal, nuclear reactors and industrial waste heat for use in our novel low-cost thermochemical water splitting process. Working with a world class research team at UC Santa Barbara, our goal is to help usher in the green hydrogen economy that Goldman Sachs estimated to have a future market value of $12 trillion.

Marketing Strategy

We will begin marketing our ~~electrolyzer~~ThermoLoopTM ~~catalyst~~technology ~~technologies~~ as soon as a tangible form of quantitative performance demonstration becomes available. Our marketing plan includes engaging with manufacturers of existing ~~electrolyzer~~thermochemical hydrogen production component and delivery infrastructure, as well as identifying and developing relationships with potential licensing partners with large scale hydrogen generation and supply logistics all over the world.

We are currently outsourcing our promotion efforts to a public relations firm that is assisting us with comprehensive advertising and promotion of the Company.

Backlog of Orders

We do not have any backlog of orders.

Government Contracts

We do not have any government contracts at this time.

Compliance with Environmental Laws and Regulations

Our operations are subject to local, state and federal laws and regulations governing environmental quality and pollution control. To date, our compliance with these regulations has had no material effect on our operations, capital, earnings, or competitive position, and the cost of such compliance has not been material. We are unable to assess or predict at this time what effect additional regulations or legislation could have on our activities.

Manufacturing and Distribution

On February 2, 2022, we entered into a Manufacturing Supply Agreement with Verde LLC providing for the future commercial production of hydrogen generation plants. The term of the Agreement continues through December 31, 2024, unless earlier terminated pursuant to the terms thereof. Additionally, the Agreement contemplates that the quantities, pricing and delivery date and other terms will be set forth in purchase orders issued under the Agreement.

We may enter into additional agreements for the manufacture and distribution of our own technology products in the future.

Intellectual Property

On May 19, 2011, we filed a U.S. patent to protect the intellectual property rights for “Photovoltaic Module Backsheet, Materials for Use in Module Backsheet and Process for Making the Same,” application number 13/093,549. The inventor listed on the patent application is Stanley Levy, our former Chief Technology Officer. The Company is listed as assignee. This patent was issued on July 14, 2015. Our BioBacksheet^R is currently available for licensing only.

On March 26, 2018, North Carolina Agricultural and Technical State University filed a U.S. patent application U.S. Serial No. 62/473,772 titled “Prelithiated Silicon Particles for Lithium Ion Batteries”, and we currently have option to negotiate for a non-exclusive License Agreement for the use of the technology. The patent was issued on December 29, 2020.

Competition

There are a number of companies developing green hydrogen technologies including ITM Power, Clean Power Hydrogen Group, Sunfire, Greenway Energy, Amalyst, and AFC Energy. We expect a high level of competition, but the market opportunity is very large. Once we implement the prototype demonstration of our technology for commercial application, we plan on seeking partnership or licensing arrangements for our green hydrogen technology with a select group of equipment manufacturers of green hydrogen.

Technology Development Partners

On September 28, 2017, the Company entered into an Exclusive License Agreement (the “License Agreement”) with the North Carolina A&T State University related to the use of the University’s intellectual property in the Company’s business of developing, producing and marketing lithium-ion batteries. Within thirty (30) days after entering into the License Agreement, the Company paid to the University a one-time, non-refundable license fee in the sum of $15,000. Pursuant to the terms of the License Agreement, the Company is obligated to pay all costs of preparing, filing, prosecution, issuance and maintenance related to the patents underlying the intellectual property licensed by the Company. In addition, the Company is obligated to make certain annual royalty payments and sub-licensing fees. On September 28, 2020, the Company again paid to the University annual non-refundable licensee fee of $15,000. On September 28, 2021, the Company chose not to renew the exclusive licensing arrangement. The Company ~~still~~ retains option for a nonexclusive license to use the technology.

6On June 14, 2018, the Company executed a joint development agreement with Silicio Ferrosolar SLU, a subsidiary of Ferroglobe, PLC (NASDAQ:GSM), for collaborative efforts to assess, develop, and/or market silicon anode materials for high power, high energy lithium ion batteries by integrating BioSolar technology and Ferroglobe silicon materials. The agreement expired on June 14, 2022 pursuant to the original terms of the agreement.

On ~~June~~March 146, ~~2018~~2020, the Company executed a joint development agreement with ~~Silicio Ferrosolar SLU~~Soelect, ~~a subsidiary of Ferroglobe~~Inc, ~~PLC (NASDAQ:GSM),~~ for collaborative efforts to assess, develop, and/or market a processing technology to produce silicon oxide anode materials for ~~high~~electric ~~power,~~vehicle ~~high energy~~ lithium ion batteries. The Company ended bythe ~~integrating~~joint ~~BioSolar~~development ~~technology~~relationship in June 2021 and ~~Ferroglobe~~has ~~silicon~~pivoted ~~materials~~away from pursuing battery technology to focus on pursuing Green Hydrogen Opportunities. On May 27, 2021, the Company terminated the joint development agreement.

On ~~March~~December 614, 2020, the Company executed a ~~joint~~sponsored ~~development~~research agreement with ~~Soelect~~the University of California, ~~Inc~~Los Angeles, for collaborative efforts to ~~assess,~~discover and develop, efficient and~~/or~~ stable earth-abundant material-based catalysts for hydrogen production through water electrolysis. ~~market~~On aOctober ~~processing~~30, ~~technology~~2022, the Company entered into Sponsored Research Agreement Third Amendment (the “Amendment Agreement”). Pursuant to ~~produce~~the ~~silicon~~Amendment ~~oxide~~Agreement, ~~anode~~the ~~materials~~Sponsored ~~for~~Research ~~electric~~Agreement ~~vehicle~~was ~~lithium~~further ~~ion~~amended ~~batteries~~to among other things (i) extend the term of the Sponsored Research Agreement to December 31, 2025; (ii) increase the consideration payable to the University under the Sponsored Research Agreement to $2,797,368; (iv) amend the scope of work under the Sponsored Research Agreement; and (iii) update the schedule of payments to the University. ~~The~~On December 1, 2023, the Company ~~ended~~exercised its option to conclude its sponsored research that was being conducted pursuant to the ~~joint~~Sponsored ~~development~~Research ~~relationship~~Agreement with the University of California Los Angeles (UCLA), as amended (the “Agreement”). Sponsored research under the Agreement, which resulted in ~~June~~successful ~~2021~~development of non-precious metal-based oxygen evolution reaction (OER) catalyst and ~~has~~hydrogen ~~pivoted~~evolution ~~away~~reaction (HER) catalyst that uses an order of magnitude less platinum, concluded effective December 31, 2023. In the future, the Company may choose to negotiate with UCLA to license intellectual property arising from ~~pursuing~~the ~~battery~~sponsored ~~technology~~research under the Agreement. The Company made the decision to conclude the Agreement to fully focus its research efforts and financial resources on ~~pursuing~~the ~~Green~~development ~~Hydrogen Opportunities~~of its ThermoLoopTM technology at UC Santa Barbara (UCSB).

On ~~December~~June 1428, ~~2020~~2023, the Company ~~executed~~entered into a ~~sponsored~~Research ~~research~~Agreement ~~agreement~~(the “Agreement”) with The Regents of the University of California, (the ~~Los Angeles~~“University”), ~~for~~on ~~collaborative efforts~~behalf toof ~~discover~~its ~~and~~Santa ~~develop~~Barbara ~~efficient~~Campus. ~~and~~Pursuant ~~stable~~to ~~earth-abundant~~the ~~material-based~~Agreement, ~~catalysts~~the ~~for~~University ~~hydrogen~~will ~~production~~perform ~~through~~certain research ~~water~~with ~~electrolysis. On~~respect ~~October~~to ~~30,~~Thermochemical ~~2022,~~Water ~~the~~Splitting ~~Company~~for ~~entered~~Hydrogen ~~into~~Production ~~Sponsored~~from ~~Research~~Water. The Agreement ~~Third~~provides ~~Amendment~~that (the research ~~“Amendment~~will ~~Agreement”).~~be ~~Pursuant~~completed tounder the ~~Amendment~~direction ~~Agreement,~~of ~~the~~Professors ~~Sponsored~~Phillip ~~Research~~Christopher ~~Agreement~~and ~~was~~Eric ~~further~~McFarland, ~~amended~~who towill ~~among other~~serve ~~things~~as ~~(i)~~principal ~~extend~~Investigators. The ~~the~~Agreement ~~term~~also ofsets forth the ~~Sponsored~~rights ~~Research Agreement~~ to ~~December~~any ~~31,~~data ~~2025;~~or ~~(ii)~~information ~~increase~~developed by the ~~consideration~~University ~~payable~~under to the ~~University~~Agreement, ~~under~~as well as the ~~Sponsored~~ownership of ~~Research~~any ~~Agreement~~patentable todevelopments ~~$2,797,368;~~or ~~(iv)~~discoveries ~~amend~~arising from the ~~scope~~Agreement. ofThe ~~work~~effective ~~under~~date of the ~~Sponsored~~Agreement ~~Research~~is ~~Agreement;~~ August 1, 2023 and ~~(iii)~~the term ~~update~~of the ~~schedule~~Agreement ofruns ~~payments~~through toJuly ~~the~~31, ~~University~~2025.

To assist us in the development of our technology, we intend to seek out and enter into technology development agreements with other entities with ~~battery~~ testing and materials expertise.

Corporate Information and History

We were incorporated in the State of Nevada on April 24, 2006, as BioSolar Labs, Inc. Our name was changed to BioSolar, Inc. on June 8, 2006, and to NewHydrogen, Inc. on April 30, 2021.

Our principal executive offices are located at 27936 Lost Canyon Road, Suite 202, Santa Clarita, California 91387, and our telephone number is (661) 251-0001.

Our fiscal year end is December 31.

Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the U.S. Securities Exchange Commission (the “SEC”). These filings are available to the public on the Internet at the SEC’s website at http://www.sec.gov.

We maintain our corporate website at http://newhydrogen.com (this website address is not intended to function as a hyperlink and the information contained on our website is not intended to be a part of this Report).

Human Capital Resources

As of March 115, ~~2023~~2024 we had ~~one~~two (12) full time ~~employee~~employees. We have not experienced any work stoppages and we consider relations with our ~~employees~~ employees to be good.

7ITEM 1A. RISK FACTORS.

ITEM 1A. RISK FACTORS

WE HAVE A LIMITED HISTORY OF LOSSES AND HAVE NEVER REALIZED REVENUES TO DATE.

Since inception, we have incurred losses and have negative cash flows from operations and have realized only minimal revenues. From inception through December 31, ~~2022~~2023, we have an accumulated deficit of $~~172~~176,~~955~~279,~~053~~264. These factors, among others discussed in Note (1) to the ~~financial~~ financial statements included in this Annual Report, raise substantial doubt about our ability to continue as a going concern. We expect to continue to incur net losses until we are able to realize revenues to fund our continuing operations. We may fail to achieve any or ~~significant~~ significant revenues from sales or achieve or sustain profitability. Accordingly, there can be no assurance of when, if ever, we will be profitable or be able to maintain profitability.

WE ARE A DEVELOPMENT STAGE COMPANY AND MAY BE UNABLE TO MANAGE OUR GROWTH OR IMPLEMENT OUR EXPANSION STRATEGY IF WE ARE ABLE TO LAUNCH OUR PRODUCT AND SERVICE OFFERINGS.

We are a development stage company that was formed on April 24, 2006 and may not be able to launch our product and service offerings or implement the other features of our business strategy at the rate or to the extent presently planned. If we are able to launch our product and service offerings, our projected growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our future growth, establish and upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.

WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE OUR TECHNOLOGIES WHICH WOULD RESULT IN CONTINUED LOSSES.

While we have made progress in the development of our products, we have generated only minimal revenues and are unable to project when we will achieve profitability, if at all. As is the case with any new technology, we are a development stage company and expect the development process to continue. We may not be able to develop our product offering, develop a customer base and markets, or implement the other features of our business strategy at the rate or to the extent presently planned. Growth beyond the product development stage will place a significant strain on our administrative, operational and financial resources. In addition, our operations will not be able to move out of the development stage without additional funding.

OUR REVENUES ARE DEPENDENT UPON ACCEPTANCE OF OUR PRODUCTS BY THE MARKET; THE FAILURE OF WHICH WOULD CAUSE TO CURTAIL OR CEASE OPERATIONS.

We believe that virtually all of our revenues will come from the sale or license of our products. As a result, we will continue to incur substantial operating losses until such time as we are able to sell and license our products and generate revenue. There can be no assurance that businesses and customers will adopt our technology and products, or that businesses and prospective customers will agree to pay for or license our products. In the event that we are not able to significantly increase the number of customers that purchase or license our products, or if we are unable to charge the necessary prices or license fees, our financial condition and results of operations will be materially and adversely affected.

WE DO NOT MAINTAIN THEFT OR CASUALTY INSURANCE, AND ONLY MAINTAIN MODEST LIABILITY AND PROPERTY INSURANCE COVERAGE AND THEREFORE WE COULD INCUR LOSSES AS A RESULT OF AN UNINSURED LOSS.

We do not maintain theft or casualty insurance and we have modest liability and property insurance coverage. We cannot assure you that we will not incur uninsured liabilities and losses as a result of the conduct of our business. Any such uninsured loss or liability could have a material adverse effect on our results of operations.

IF WE LOSE KEY EMPLOYEES AND CONSULTANTS OR ARE UNABLE TO ATTRACT OR RETAIN QUALIFIED PERSONNEL, OUR BUSINESS COULD SUFFER.

Our success is highly dependent on our ability to attract and retain qualified scientific, engineering and management personnel. We are highly dependent on our ~~chief~~Chairman ~~executive~~and ~~officer~~President, Dr. David Lee, who has been critical to the development of our technologies and business. The loss of the services of Dr. Lee could have a material adverse effect on our operations. We do not have an employment agreement with Dr. Lee and do not maintain key man insurance with respect to Dr. Lee. Accordingly, there can be no assurance that Dr. Lee will remain associated with us. His efforts will be critical to us as we continue to develop our technology and as we attempt to transition from a development stage company to a company with commercialized products and services. If we were to lose Dr. Lee, or any other key employees or consultants, we may experience difficulties in competing effectively, developing our technology and implementing our business strategies.

THE LOSS OF STRATEGIC RELATIONSHIPS USED IN THE DEVELOPMENT OF OUR PRODUCTS AND TECHNOLOGY COULD IMPEDE OUR ABILITY TO COMPLETE OUR PRODUCT.

We may rely on strategic relationships with technology development partners to provide personnel, and expertise in the research and development of our technology and manufacturing process underlying our product. A loss of these relationships for any reason could cause us to experience difficulties in completing the development of our product and implementing our business strategy. There can be no assurance that we could establish other relationships of adequate expertise in a timely manner or at all.

OUR CURRENT AND POTENTIAL COMPETITORS, SOME OF WHOM HAVE GREATER RESOURCES THAN WE DO, MAY DEVELOP PRODUCTS AND TECHNOLOGIES THAT MAY CAUSE DEMAND FOR, AND THE PRICES OF, OUR PRODUCTS TO DECLINE.

While there are a number of companies developing green hydrogen production technologies ~~for~~including electrolyzers, we do not know of any employing anything similar to our ~~non-precious~~ThermoLoopTM ~~metal-based catalysts~~technology. We may face competition from these companies as they may expand or extend their product offering to incorporate new ~~catalyst~~thermochemical ~~materials~~water splitting technologies.

Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, product development and marketing resources, greater name recognition and larger customer bases than we do. Our present or future competitors may be able to develop products comparable or superior to those we offer, adapt more quickly than we do to new technologies, evolving industry trends and standards or customer requirements, or devote greater resources to the development, promotion and sale of their products than we do. Accordingly, we may not be able to compete effectively in our markets, competition may intensify and future competition may harm our business.

WE ARE CONTROLLED BY CURRENT OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS.

Our directors and executive officers beneficially own approximately ~~38.4~~39% of the outstanding shares of our common stock as of December 31, ~~2022 was 705,126,846~~2023. Accordingly, our executive officers, directors, principal stockholders and certain of their affiliates will have the ability to control the election of our Board of Directors and the outcome of matters submitted to a vote of our stockholders.

Risks Related to Our Common Stock

BECAUSE THERE IS A LIMITED MARKET IN OUR COMMON STOCK, STOCKHOLDERS MAY HAVE DIFFICULTY IN SELLING OUR COMMON STOCK AND OUR COMMON STOCK MAY BE SUBJECT TO SIGNIFICANT PRICE SWINGS.

There is a very limited market for our common stock. Since trading commenced in February 2007, there has been little activity in our common stock and on some days, there is no trading in our common stock. Because of the limited market for our common stock, the purchase or sale of a relatively small number of shares may have an exaggerated effect on the market price for our common stock. We cannot assure stockholders that they will be able to sell common stock or, that if they are able to sell their shares, that they will be able to sell the shares in any significant quantity at the quoted price.

OUR COMMON STOCK IS SUBJECT TO THE “PENNY STOCK” RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

	●	that a broker or dealer approve a person’s account for transactions in penny stocks; and

	●	the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

	●	obtain financial information and investment experience objectives of the person; and

	●	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the ~~Commission~~SEC relating to to the penny stock market, which, in highlight form:

	●	sets forth the basis on which the broker or dealer made the suitability determination; and

	●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE; ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK.

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our ~~Common~~common ~~Stock~~stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our ~~Common~~common ~~Stock~~stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our ~~Board~~board of ~~Directors~~directors. If we do not pay dividends, our ~~Common~~common ~~Stock~~stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

OUR ARTICLES OF INCORPORATION ALLOW FOR OUR BOARD TO CREATE NEW SERIES OF PREFERRED STOCK WITHOUT FURTHER APPROVAL BY OUR STOCKHOLDERS, WHICH COULD ADVERSELY AFFECT THE RIGHTS OF THE HOLDERS OF OUR COMMON STOCK.

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue up to 10,000,000 shares of our preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders of preferred stock the right to our assets upon liquidation, or the right to receive dividend payments before dividends are distributed to the holders of common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

ADDITIONAL STOCK OFFERINGS IN THE FUTURE MAY DILUTE THEN-EXISTING ~~SHAREHOLDERS~~STOCKHOLDERS’ PERCENTAGE OWNERSHIP OF THE COMPANY.

Given our plans and expectations that we will need additional capital, we anticipate that we will need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. We anticipate that our issuance of additional common stock or securities convertible into or exercisable into common stock in the future will dilute the percentage ownership of then current stockholders.

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

None.

ITEM 1C.

CYBERSECURITY.

Risk Management and Strategy

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

Managing Material Risks & Integrated Overall Risk Management

We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team works closely with our IT department to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

Oversee Third-party Risk

Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.

Risks from Cybersecurity Threats

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

ITEM 2.

PROPERTIES.

Our headquarters are located at 27936 Lost Canyon Road, Suite 202, Santa Clarita, California 91387. We lease our facility under a month-to-month lease without an expiration date. Our monthly lease payment is $550. The size of our office is 144 square feet.

ITEM 3.

LEGAL PROCEEDINGS.

We are not currently a party to, nor are any of our property currently the subject of, any pending legal proceeding that will have a material adverse effect on our business.

ITEM 4. MINE SAFETY DISCLOSURES.

~~N/A~~Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER ~~REPURCHASES~~PURCHASES OF EQUITY SECURITIES.

Our common stock is quoted on the OTC Pink maintained by the OTC Markets Group, Inc. under the ticker symbol “NEWH”.

Common Stock

We are authorized to issue 6,000,000,000 shares of common stock, $0.0001 par value per share.

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors to our board of directors. Subject to the rights of our preferred stock, holders of the Company’s common stock representing a majority of the voting power of the Company’s common stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as a liquidation, merger or an amendment to the Company’s articles of incorporation.

Subject to the rights of preferred stockholders (if any), holders of the Company’s common stock are entitled to share in all dividends that the Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights, and there are no redemption provisions applicable to the Company’s common stock.

As of March 115, ~~2023~~2024, our common stock was held by 9087 stockholders of record and we had ~~705~~704,~~126~~599,~~846~~512 shares of common stock issued and outstanding. We believe that the number of beneficial owners is substantially greater than the number of record holders because a significant ~~portion~~ portion of our outstanding common stock is held of record in broker street names for the benefit of individual investors.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the ~~Board~~board of ~~Directors~~directors deem relevant. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Transfer Agent

The Company’s registrar and transfer agent is ~~Worldwide~~Clear ~~Stock Transfer~~Trust, LLC, ~~One~~16540 ~~University~~Pointe ~~Plaza~~Village Dr, Suite ~~505,~~210 ~~Hackensack~~Lutz, NJFlorida ~~07601~~33558.

Equity Compensation Plan

On April 11, 2022, the Company’s Board of directors adopted the NewHydrogen, Inc. 2022 Equity Incentive Plan (the “Plan”). The stated purposes of the Plan are to (a) enable the Company, to attract and retain the types of employees, consultants and directors who will contribute to the Company’s long range success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the ~~shareholders~~stockholders of the Company; and (c) promote the success of the Company’s business.

The maximum number of shares of common stock initially available for issuance under the Plan is 500,000,000 shares of common stock and thereafter shall automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares issuable under the Plan shall at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Company’s Board of Directors adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased. The shares of common stock subject to stock awards granted under the Plan that are canceled, forfeited or expire prior to exercise, either in full or in part, shall again become available for issuance under the 2022 Plan. Shares subject to a stock award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an option or (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation.

In the event of a change in control, the Company may, but shall not be obligated to: (a) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of any stock award; (b) cancel stock awards and cause to be paid to the holders of vested stock awards the value of such stock awards, if any, as determined by the Company, in its sole discretion, it being understood that in the case of any option with an option exercise price that equals or exceeds the price paid for a share of common stock in connection with the change in control, the Company may cancel the option without the payment of consideration therefor; (c) provide for the issuance of substitute stock awards or the assumption or replacement of such stock awards; or (d) provide written notice to the holders that for a period of at least ten days prior to the change in control, such stock awards shall be exercisable, to the extent applicable, as to all shares of common stock subject thereto and upon the occurrence of the change in control, any stock awards not so exercised shall terminate and be of no further force and effect.

The Board may suspend or terminate the Plan at any time. The Plan is scheduled to terminate automatically in ten (10) years following the effective date. No rights may be granted under the Plan while the Plan is suspended or after it is terminated. The Board may amend or modify the Plan at any time. To the extent required by applicable law or regulation, and except as otherwise provided in the Plan, stockholder approval will be required for any amendment that (a) materially increases the number of shares available for issuance under the Plan, (b) materially expands the class of individuals eligible to receive stock awards under the Plan, (c) materially increases the benefits accruing to the participants under the Plan or materially reduces the price at which shares of common stock may be issued or purchased under the Plan, (d) materially extends the term of the Plan, or (e) expands the types of awards available for issuance under the Plan.

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

None.

ITEM 6.

[Reserved]

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note on Forward-Looking Statements.

Certain statements in “Management’s Discussion and Analysis or Plan of Operation” below, and elsewhere in this annual report, are not related to historical results, and are forward-looking statements.

Forward-looking statements present our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements frequently are accompanied by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms or other words and terms of similar meaning. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or timeliness of such results. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this annual report. Subsequent written and oral forward looking statements attributable to us or to persons acting in our behalf are expressly qualified in their entirety by the cautionary statements and risk factors set forth below and elsewhere in this annual report, and in other reports filed by us with the SEC.

You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this Annual Report beginning on page F-1.

Overview

We are a developer of clean energy technologies. Our current focus is on developing ana ~~electrolyzer~~thermochemical ~~technology~~green hydrogen production technology to lower the cost of Green Hydrogen production.

Hydrogen is the cleanest and most abundant ~~fuel~~element in the universe., ~~It is zero-emission~~ and ~~only~~we ~~produces~~can’t ~~water~~live ~~vapor~~without ~~when used~~it. ~~However,~~Hydrogen ~~hydrogen does~~is ~~not~~the ~~exist~~key ingredient in ~~its~~making fertilizers ~~pure~~needed ~~form~~to ongrow ~~Earth~~food sofor itthe ~~must be extracted~~world. ~~For~~It ~~centuries,~~is ~~scientists~~also ~~have~~used ~~known~~for ~~how~~transportation, torefining ~~electricity~~oil toand ~~split~~making ~~water into~~steel, ~~hydrogen~~glass, pharmaceuticals and ~~oxygen using a device called an electrolyzer~~more. ~~Electrolyzers~~Nearly ~~installed~~all ~~behind~~the ahydrogen ~~solar~~today ~~farm~~is ormade ~~wind~~from ~~farm~~hydrocarbons ~~can~~like ~~use~~coal, ~~renewable electricity to split water~~oil, ~~thereby~~and ~~producing~~natural ~~Green Hydrogen. However~~gas, ~~modern~~which ~~electrolyzers~~are ~~still~~dirty ~~cost~~and ~~too~~limited ~~much~~resources. ~~The chemical catalysts~~ ~~that~~Water, ~~enable~~on the ~~water-splitting~~other ~~reactions~~hand, ~~are~~is ~~currently~~an ~~made~~infinite ~~from platinum~~ and ~~iridium~~renewable -worldwide ~~both are very expensive precious metals~~resource. ~~These catalysts account for nearly 50% of the cost of the electrolyzer.~~

WeCurrently, ~~are~~the ~~developing~~most ~~technologies~~common tomethod ~~significantly~~of ~~reduce~~making orgreen ~~replace~~hydrogen ~~catalysts~~is ~~made~~to ~~from~~split ~~rare~~water ~~materials~~into oxygen and hydrogen with ~~catalysts~~an ~~made~~electrolyzer using green electricity produced from ~~inexpensive~~solar or wind. However, green electricity is and always will be very expensive. It currently accounts for 73% of the cost ~~earth~~of ~~abundant~~green ~~materials~~hydrogen. inBy ~~electrolyzers~~using toheat directly, we can skip the expensive process of making electricity, and fundamentally lower the cost of ~~Green~~green ~~Hydrogen~~hydrogen. Inexpensive heat can be obtained from concentrated solar, ~~thus~~geothermal, ~~help~~nuclear ~~usher~~reactors and industrial waste heat for use in aour ~~Green~~novel ~~Hydrogen~~low-cost ~~economy~~thermochemical water splitting process. InWorking with a ~~2020 report~~world class research team at UC Santa Barbara, ~~Goldman~~our ~~Sachs~~goal is ~~estimates~~to help usher in the green hydrogen economy that ~~Green~~Goldman ~~Hydrogen~~Sachs ~~will~~estimated beto have a ~~$12~~future ~~trillion~~ market ~~opportunity~~value byof ~~2050~~$12 trillion.

We have previously developed an innovative material technology to reduce the cost per watt of electricity produced by Photovoltaic, or PV, solar modules.

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, ~~2022~~2023 COMPARED TO THE YEAR ENDED DECEMBER 31, ~~2021~~2022

General and Administrative Expenses

General and administrative (“G&A”) expenses ~~increased~~decreased by $40(8,~~240~~016,~~146~~619) to $102,~~988~~972,~~885~~266 for the year ended December 31, ~~2022~~2023, compared to $5110,~~229~~988,~~031~~885 for the prior period December 31, ~~2021~~2022. This decrease in G&A expenses was the result of a decrease in non-cash stock compensation of $39(8,~~962~~262,~~654~~368), with an increase in salaries of $2672,~~229~~115, ~~decrease~~an increase in professional fees of $~~302~~31,~~741~~054, an increase in investor relations of $56,610, an increase in insurance of $33,155, with an overall decrease of $~~980~~52,815 in other G&A expenses.

Research and Development

Research and Development (“R&D”) expenses decreased by $~~125~~(892,~~651~~605) to $1202,~~095,483~~878 for the year ended December 31, ~~2022~~2023, compared to $1,~~221~~095,~~134~~483 for the prior period ended December 31, ~~2021~~2022. This overall decrease in R&D expenses was the result of a decrease in corporate outside services.

Depreciation and amortization Expense

Depreciation and amortization expense for the years ended December 31, ~~2022~~2023 and ~~2021~~2022 was $4,~~214~~106 and $4,~~365~~214, respectively.

Other Income/(Expenses)

Other income and (expenses) decreased by $(621,~~640,956~~336) to $31,~~054~~718 of other expense for the year ended December 31, ~~2022~~2023, compared to $~~(62~~3,~~644,010~~ 054 of other income for the prior period ended December 31, ~~2021~~2022. The decrease ~~in non-cash gain on change in fair value~~ of ~~the derivative instruments of~~ $631,~~214,902,~~336 ~~interest~~consisted ~~income~~ of ~~$578 with a decrease in~~ interest ~~expense in the amount of $(574,524), which includes the net change in amortization of debt discount in the amount of $455,989. The decrease in other~~ income and ~~(expenses)~~cash ~~was~~discounts ~~primarily due to the conversion of the outstanding convertible promissory notes~~combined.

Net Loss

Our net loss was $~~(12~~3,~~085~~177,~~528)~~532 for the year ended December 31, ~~2022~~2023, compared to a net ~~income~~loss of $1012,~~189~~085,~~480~~528 for the prior period ended December 31, ~~2021~~2022. The ~~increase~~decrease of $8,907,996 in net loss was due to a decrease in non-cash change in ~~derivative~~stock ~~liabilities~~compensation expense. The Company has not generated any revenues.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, ~~2022~~2023, we had $43,~~845~~678,~~188~~942 in working capital as compared to $6,655,953 for the prior year ended December 31, ~~2021~~2022. The decrease in working capital was due primarily to a decrease in cash, prepaid expenses, and accounts payable.

During the year ended December 31, ~~2022~~2023, the Company used $1,~~812~~156,~~013~~256 of cash for operating activities, as compared to $21,~~084~~812,~~486~~013 for the prior year ended December 31, ~~2021~~2022. The decrease in the use of cash for operating activities was a result of a decrease in research and development and professional fees in the year ended December 31, ~~2022~~2023 compared to December 31, ~~2021~~2022. The Company is focused on development of silicon anode additive technology for next generation lithium-ion batteries.

Cash used in investing activities for the years ended December 31, ~~2022~~2023 and ~~2021~~2022 was $0, respectively.

Cash provided from financing activities during the year ended December 31, ~~2022~~2023 was $~~1,000~~0 as compared to $81,~~666,700~~000 for the prior year ended ~~December~~ December 31, ~~2021~~2022. Our capital needs have primarily been met from the proceeds of convertible debt offerings and equity financing. We are currently in the development stage of our business and have no revenues.

Our financial statements as of December 31, ~~2022~~2023 and ~~2021~~2022 have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has issued their report dated March 1020, ~~2023~~2024 that included an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, achieve profitable operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PLAN OF OPERATION AND FINANCING NEEDS

We are engaged in the development of clean energy technologies to lower the cost of producing green hydrogen. The Company’s current focus is on developing ~~lower~~ThermoLoop™, ~~cost~~a ~~replacements~~breakthrough ~~for~~technology ~~precious~~that ~~metal~~uses ~~based~~water ~~catalysts~~and ~~for~~heat ~~hydrogen~~rather ~~electrolyzers~~than electricity to potentially produce the world’s lowest cost green hydrogen.

Our plan of operation within the next twelve months is to utilize our cash balances to ~~expand~~maintain the existing ~~electrolyzer~~ThermoLoopTM technology development program ~~focused~~ onat ~~significantly reducing or replacing rare materials in electrolyzers with inexpensive earth abundant materials to help usher in a Green Hydrogen economy~~UCSB.

We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next twenty-four months. Management estimates that it will require additional cash resources during second half of 2025, based upon its current operating plan and condition. We do not expect increased expenses ~~during~~until ~~the~~early ~~second~~2026 ~~quarter~~when ~~of 2023 as~~ we ramp up prototyping ~~efforts~~ ~~for~~efforts ~~electrolyzer~~related ~~incorporating~~to our ~~catalyst~~thermochemical ~~technology~~water assplitting ~~well as commence an additional related~~ technology ~~program~~.

ITEM 87A. ~~FINANCIAL~~QUANTITATIVE ~~STATEMENTS~~ AND ~~SUPPLEMENTARY~~QUALITATIVE ~~DATA~~DISCLSOURES ABOUT MARKET RISK.

As a “Smaller Reporting Company”, this Item and the related disclosure is not required.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

All financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the ~~Commission~~SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of December 31, ~~2022~~2023, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report by the SEC, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report of Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a - 15(f). Our internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2022~~2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment we believe that, as of December 31, ~~2022~~2023, our internal controls over financial reporting is effective based on those criteria.

This annual report does not include an attestation report by M&K CPAS, PLLC, our independent registered public accounting firm, regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permits the Company to only provide management’s report in this Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION.

None.

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURSIDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

The following table sets forth information about our executive officers, key employees and directors.

Name	Age	Position
David Lee	6364	~~Chief~~Chairman, ~~Executive~~President ~~Officer,~~and Acting Chief Financial Officer ~~and Director~~
Spencer Hall	46	Director
Steven Hill	53	Chief Executive Officer and Director

The principal occupations for the past five years (and, in some instances, for prior years) of each of our executive officers and directors, are as follows:

David Lee - ~~Chief~~Chairman ~~Executive~~of ~~Officer~~the Board, President and Acting Chief Financial Officer ~~and Director~~ of the Company since inception (April 24, 2006). Dr. ~~Lee~~ Lee has over 3035 years of engineering, marketing, sales, and corporate management experience in the areas of military and consumer communication systems, automotive electronics, software development and consulting. From 2004 to 2006, he was with Ramsey-Shilling Co. in the business of Commercial Real Estate Investment and Brokerage. From 2000 to 2004, he served as Chief Operating Officer for Applied Reasoning, Inc., a Delaware company engaged in the business of Internet Software Development. From 1994 to 2000, he served as Vice Present and General Manager for RF-Link Technology, Inc., a California company engaged in the business of Wireless Technology Development and Manufacturing. Dr. Lee received a Ph.D. in Electrical Engineering from Purdue University in 1989, a Master of Science in Electrical Engineering from University of Michigan in 1986 and a Bachelor of Science in Electrical Engineering from the University of Texas at Austin in 1984.

The Board of Directors has concluded that Dr. Lee is qualified to serve as a director of the Company because of his diverse experience in technology, marketing, and executive management.

~~Spencer~~Steven ~~Hall~~Hill -– ~~Director~~Chief Executive Officer of the Company since ~~February~~June 815, ~~2021~~2023 and ~~served~~Vice asPresident ~~the~~and ~~Company’s~~a ~~Chief~~Director ~~Operating~~of ~~Officer~~the ~~from~~Company ~~February~~since 8,March ~~2021 through December 21~~20, ~~2022~~2023. Mr. ~~Hall~~Hill ~~has~~is ~~held~~an ~~senior~~accomplished ~~management~~sales ~~positions~~executive with over ~~the~~20 ~~course~~years of ~~his~~experience ~~career~~in ~~including~~the ~~director~~biopharmaceutical ofindustry ~~communications for~~and ~~PacifiCorp,~~over a6 ~~Berkshire~~years of ~~Hathaway~~experience ~~Energy-owned~~in ~~electric~~the ~~utility~~real ~~serving~~estate ~~nearly~~industry. ~~two~~From ~~million~~March ~~customers~~2022 ~~across~~to ~~Oregon,~~February ~~California~~2023, ~~Washington, Utah,~~Mr. ~~Idaho~~Hill served as a sales associate for Alemann and ~~Wyoming~~Associates Realty in Santa Barbara, CA. ~~Prior~~From toOctober ~~his~~2016 ~~role~~to atFebruary ~~PacifiCorp~~2023, he served as ~~vice~~a ~~president~~managing member of ~~digital~~Hill ~~platforms~~Investments, ~~for~~LLC, ~~the~~a ~~Utah~~real ~~Jazz~~estate investment ~~(Larry~~and Hdesign group during which time Mr. ~~Miller~~ ~~Sports~~Hill &consulted ~~Entertainment)~~on property development and managed real estate investments. From December 2015 to October 2021, he served as ~~news~~a ~~director~~regional ofaccount ~~KSL.com~~manager for Relypsa Inc, ~~the~~a ~~largest~~biopharmaceutical ~~news~~start-up ~~outlet~~in Redwood City, CA. Mr. Hill’s experience in the ~~Intermountain~~pharmaceutical ~~West~~industry leading up to Relypsa began in 2000 with roles varying from sales to marketing and leadership with AstraZeneca, Organon, Schering-Plough and Daiichi Sankyo. ~~Hall~~Mr. ~~holds~~Hill received a Master of Business Administration degree from IE Business School, a Bachelor of Science in ~~Instructional~~Technology ~~Design~~Management ~~and~~degree ~~Technology~~ from Utah ~~State~~Valley University and aan ~~Bachelor~~Associate of ~~Arts~~ Science in ~~Visual~~Aviation ~~Art~~Science degree from ~~Brigham~~Utah ~~Young~~ Valley University.

The Board of Directors has concluded that Mr. ~~Hall~~Hill is qualified to serve as a director of the Company because of his diverse experience in technology, marketing, and executive management.

COMMITTEES OF THE BOARD

We currently do not maintain any committees of the Board of Directors. Given our size and the development of our business to date, we believe that the board through its meetings can perform all of the duties and responsibilities which might be performed by a committee. We do not currently have an audit committee financial expert.

INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS

No executive officer, director or any member of these individuals’ immediate families or any corporation or organization with whom any of these individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.

FAMILY RELATIONSHIPS

There are no family relationships among our executive officers and directors.

CODE OF ETHICS

We have adopted a Code of Ethics that applies to all of our directors, officers and employees. The text of the Code of Ethics is filed as an exhibit to this annual report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on March 25, 2008. The Company will provide to any person without charge, upon request to the Company at its office, a copy of the Code of Ethics. Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Audit Committee and, in the case of a waiver for members of the Audit Committee, by the Board of Directors. Any such waivers will be promptly disclosed to our ~~shareholders~~stockholders.

LEGAL PROCEEDINGS

During the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:

● the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ● convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; ● found by a court of competent jurisdiction (in a civil action), the ~~Commission~~SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law. ● the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its ~~shareholders~~stockholders to combine these roles. Due to the small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined. In addition, having one person serve as both Chairman and Chief Executive Officer eliminates potential for confusion and provides clear leadership for the Company, with a single person setting the tone and managing our operations. The Board oversees specific risks, including, but not limited to:

	●	appointing, retaining and overseeing the work of the independent auditors, including resolving disagreements between the management and the independent auditors relating to financial reporting;

	●	approving all auditing and non-auditing services permitted to be performed by the independent auditors;

●

reviewing annually the independence and quality control procedures of the independent auditors;

●

reviewing, approving, and overseeing risks arising from proposed related party transactions;

●

discussing the annual audited financial statements with the management;

	●	meeting separately with the independent auditors to discuss critical accounting policies, management letters, recommendations on internal controls, the auditor’s engagement letter and independence letter and other material written communications between the independent auditors and the management; and

	●	monitoring the risks associated with management resources, structure, succession planning, development and selection processes, including evaluating the effect the compensation structure may have on risk decisions.

Board of Directors Meetings and Attendance

We have no formal policy regarding director attendance at the annual meeting of stockholders. The Board of Directors held ~~nine~~seven (97) meetings in ~~2022~~2023 including three (3) meetings prior to filing our quarterly reports and one (1) meeting prior to filing this Annual Report. All Board members were present at all of the meetings.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of the Company’s stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and changes in ownership of the Company’s common stock. Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. To the Company’s knowledge, based solely on its review of the copies of such reports received or written representations from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31, ~~2022~~2023 all Reporting Persons timely complied with all applicable filing requirements.

ITEM 11.

EXECUTIVE COMPENSATION.

The following table summarizes all compensation recorded by us in each of the last two completed fiscal years for the named executive officers.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards		Option Awards ($)			Non-Equity Incentive Plan Compensation ($)		Non- Qualified Deferred Compensation		All Other Compensation ($)		Total ($)
David Lee		2022	$	240,000		-		-		-			-		-		-	$	240,000
David Lee(3)		2023	$	290,000						1,129,051	(1)							$	1,419,051
- CEO and Acting CFO		2021	$	232,000		-		-		28,686,000	(1)		-		-		-	$	28,918,000
- President and Acting CFO		2022	$	240,000		-		-		8,764,249	(1)		-		-		-	$	9,004,249
Spencer Hall – COO(3)		2022	$	175,000		-		-		-			-		-		-	$	175,000
		2021	$	232,000		-		-		22,491,570	(1)		-		-		-	$	22,723,570
		2021	$	157,000		-		-		3,652,000	(2)		-		-		-	$	3,809,000
Steven Hill (4)		2023	$	197,115						160,400	(2)							$	357,515
CEO and
Vice President
Spencer Hall – COO(5)		2022	$	175,000		-		-		-			-		-		-	$	175,000
						-		-					-		-		-	$

(1)	Calculated at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value of the stock compensation is based upon the grant date and recognized over the vesting period. On the grant date of February 18, 2021, half of the shares vested immediately, and the remaining half shall become exercisable in equal amounts over a twenty-four (24) month period during the term of the Optionee’s employment. On June 29, 2021, the Company repriced the options and recognized additional compensation expense per ASC 718. Mr. Lee was granted options to purchase 400,000,000 shares of common stock at an exercise ~~price~~prices of $0.~~028~~021 - $0.091, with a cumulative fair value of $2832,~~686~~384,~~000~~870 calculated using the Black Scholes method.
(2)	Calculated at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value of the stock compensation is based upon the grant date and recognized over the vesting period. On the grant date of ~~February~~March 1820, ~~2021~~2023, the options ~~shall~~had ~~become~~a ~~exercisable~~six in(6) ~~equal~~month ~~amounts~~cliff, ~~over~~plus a thirty~~-six~~ (3630) month vesting period options shall become exercisable during the term of the Optionee’s employment. ~~On June 29, 2021, the Company repriced the options and recognized additional compensation expense per ASC 718.~~ Mr. Hall was granted options to purchase 50,000,000 shares of common stock at an exercise price of $0.~~028~~0137, with a fair value of $3160,~~652,000~~400 calculated using the Black Scholes method.
(3)	Calculated at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value of the stock compensation is based upon the grant date and recognized over the vesting period. On ~~December~~the 21grant date of February 18, ~~2022~~2021, ~~Spencer~~the ~~Hall~~options ~~informed~~shall become exercisable in equal amounts over a thirty-six (36) month period during the ~~Company~~term of ~~his~~the ~~decision~~Optionee’s employment. On June 29, 2021, the Company repriced the options and recognized additional compensation expense per ASC 718. Mr. Hall was granted options to ~~resign~~purchase as50,000,000 ~~Chief~~shares ~~Operating~~of ~~Officer~~common stock at various exercise prices, with a fair value of $2,796,269 calculated using the ~~Company~~Black toScholes ~~pursue~~method. ~~other~~As ~~opportunities~~of ~~effective~~June ~~December~~30, 312023, ~~2022~~all stock options were cancelled.
(4)	Mr. Lee resigned as chief executive officer on June 15, 2023.
(5)	Mr. Hill was appointed as Chief Executive Officer on June 15, 2023 and Vice President in March 20, 2023.
(6)	On December 21, 2022, Spencer Hall informed the Company of his decision to resign as Chief Operating Officer of the Company to pursue other opportunities effective December 31, 2022.

Employment Agreements

~~The~~On March 11, 2023, the Company ~~currently~~and ~~has~~Mr. noHill entered into an employment ~~agreements~~offer ~~with~~letter ~~its~~(the ~~executive~~“Employment ~~officers~~Offer Agreement”). Pursuant to the terms of the Employment Offer Agreement, Mr. Hill is entitled to an annual base salary of $250,000. Mr. Hill will also receive 50,000,000 stock options, each to vest over a three-year period and subject to a six-month cliff.

On March 14, 2023, the board of directors approved an increase to the base salary of David Lee, the Company’s President and Acting Chief Financial Officer, resulting in a base salary of $300,000, effective March 1, 2023. The Company currently has no employment agreement with Mr. Lee.

Employee Benefit Plans

The Company currently has no benefit plans in place for its employees.

Director Compensation

Directors receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. Currently, our directors do not receive monetary compensation for their service on the Board of Directors.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of March 115, ~~2023~~2024, the number of and percent of our common stock beneficially owned by:

	●	all directors and nominees, naming them,

	●	our executive officers,

	●	our directors and executive officers as a group, without naming them, and

	●	persons or groups known by us to own beneficially 5% or more of our common stock:

We believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

A person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days from March 111, ~~2023~~2024, upon the exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of March 115, ~~2023~~2024 have been exercised and converted. Unless otherwise indicated, the address of each of the following ~~beneficial~~ beneficial owner is c/o NewHydrogen, Inc., 27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387.

Title of Class	Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned(1)
Common Stock	David Lee (2)		404,769,~~282~~290		36.6	%
Common Stock	~~Spencer~~Steven ~~Hall~~Hill (3)		3618,~~111~~055,~~114~~556		42.95	%
All Executive Officers and Directors as a Group (2 individuals)			~~440~~422,~~880~~824,~~396~~846		4139.51	%

1. Based upon ~~705~~704,~~126~~599,~~846~~512 shares of common stock outstanding as of March 115, ~~2023~~2024. 2. Includes 4,769,290 shares of common stock and ~~399~~400,~~999~~000,~~992~~000 shares of common stock underlying options that are fully vested and that will vest within 60 days of the date of this report. 3. Includes 3618,~~111~~055,~~114~~553 shares of common stock underlying options that are fully vested and that will vest within 60 days of the date of this report.

Securities Authorized for Issuance Under Equity Compensation Plan

The following table sets forth information about our equity compensation plans as of December 31, ~~2022~~2023.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise prices of outstanding options, warrants and rights		Number of securities remaining available for future issuance under the equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)
Equity compensation plans approved by security holders		450,000,000	$	0.021- 0.0137		~~50,000,000~~-
Equity compensation plans not approved by security holders		5,000,000	$	0.0223		-
Total		455,000,000				~~50,000,000~~-

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

~~There~~Other than compensation arrangements, there were no material related party transactions which were entered into during the last two fiscal years.

Director Independence

We currently do not have any directors who are “independent” as defined under the NASDAQ Marketplace Rules.

ITEM 14. PRINCIPAL ~~ACCOUNTING~~ACCOUNTANT FEES AND SERVICES.

Audit Fees

The following table shows that fees that were billed to the Company by our independent registered public accounting firm for professional services rendered in ~~2022~~2023 and ~~2021~~2022.

The audit fees represent fees for professional services performed by M&K CPAS, PLLC (“M&K”) as applicable, for the audit of our financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements.

Year	Audit Fees		Audit- Related Fees		Tax Fees		All Other Fees
2023	$	30,700	$	-	$	-	$	-
2022	$	31,950	$	-	$	-	$	-
2021	$	22,000	$	-	$	-	$	-

Audit-Related Fees

We did not incur assurance and audit-related fees during ~~2022~~2023 and ~~2021~~2022, to M&K as applicable, nor in connection with the audit of our financial statements for the reviews of registration statements and issuance of related consents and assistance with SEC comment letters.

Tax Fees

We did not incur fees for tax compliance, tax advice, or tax planning for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

All Other Fees

There were no other fees billed to us by M&K as applicable, for services rendered to us during the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively, other than the services described above under “Audit Fees” and “Audit-Related Fees.”

As of the date of this filing, our current policy is to not engage our independent registered public accounting firm to provide, among other things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage our independent registered public accounting firm to provide audit and other assurance services, such as review of SEC reports or filings, as set forth above.

~~ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.~~21

ITEM 15.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

Exhibit No.		Description

3.1		Articles of Incorporation of BioSolar Labs, Inc. filed with the Nevada Secretary of State on April 24, 2006 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

3.2		Certificate of Amendment to Articles of Incorporation of BioSolar Labs, Inc. filed with the Nevada Secretary of State on May 25, 2006 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

3.3		Certificate of Amendment to Articles of Incorporation of BioSolar Labs, Inc. filed with the Nevada Secretary of State on June 8, 2006 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

3.4		Certificate of Amendment to Articles of Incorporation of BioSolar Labs, Inc. filed with the Nevada Secretary of State on July 18, 2011 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2011)

3.5		Certificate of Amendment to Articles of Incorporation of BioSolar, Inc. filed with the Nevada Secretary of State on July 10, 2013 (Incorporated by reference to the Company’s Quarterly Report of Form 10-Q filed with the SEC on October 25, 2013)

3.6		Bylaws of BioSolar, Inc. (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November 22, 2006)

3.7		Certificate of Designations of Preferences Rights and Limitations of Series A Preferred Stock filed with the Nevada Secretary of State on October 29, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2019)

3.8		Certificate of Amendment to Articles of Incorporation of BioSolar, Inc. filed with the Nevada Secretary of State on December 10, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2019)

3.9		Certificate of Designations of Preferences Rights and Limitations of Series B Preferred Stock filed with the Nevada Secretary of State on January 15, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2021)

3.10		Certificate of Designation of Preferences Rights and Limitation of Series C Preferred Stock filed with the Nevada Secretary of State on March 11, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2021)

3.11		Certificate of Designations of Preferences Rights and Limitations of Series D Preferred Stock filed with the Nevada Secretary of State on April 14, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 19, 2021)

3.12		Articles of Conversion/Exchange/Merger filed with the Nevada Secretary of State on April 28, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-k filed with the SEC on May 3, 2021)

3.13		Certificate to Accompany Amended and Restated Articles filed on June 9, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2021)

4.1		Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022).

10.1		Joint Development Agreement with Silico Ferrosolar SLU dated as of June 14, 2018 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 19, 2018).

10.2		Convertible Promissory Note dated as of January 14, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2021)
10.3		Securities Purchase Agreement dated as of January 14, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2021)
10.4		Engagement Letter dated as of January 22, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)
10.5		Form of Securities Purchase Agreement dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)
10.6		Form of Warrant dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)
10.7		Form of Registration Rights Agreement dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)
10.8		Form of Placement Agent Warrant dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)
10.9		Form of Pre-Funded warrant dated as of January 24, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021)
10.10		Securities Purchase Agreement dated as of March 9, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2021)
10.11		Form of Securities Purchase Agreement dated as of April 4, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021)
10.12		Form of Common Warrant dated as of April 4, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021)
10.13		Form of Pre-Funded Warrant dated as of April 4, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021)
10.14		Manufacturing Supply Agreement with Verde LLC dated February 2, 2022 (Reported on the Company’s current report on Form 8-K filed with the SEC on February 8, 2022)
10.15		NewHydrogen, Inc. 2022 Equity Incentive Plan (Filed an as an exhibit to the Company’s current report on Form 8-K filed with the SEC on April 13, 2022)
10.16		Form of Third Amendment to the Sponsored Research Agreement (Filed an as an exhibit to the Company’s current report on Form 8-K filed with the SEC on November 1, 2022)
10.17		Employment Offer Agreement dated March 11, 2023 (Filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on March 16, 2023)
10.18		Research Agreement with the Regents of the University of California, dated August 1, 2023 (Filed as exhibit to the Company’s current report on Form 8-K filed with the SEC on July 3, 2023)
23.1		Consent of M&K CPAs, PLLC (filed herewith)
14.1		Code of Ethics (Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2008)
31.1		Certification by Chief Executive Officer ~~and Acting Chief Financial Officer~~ pursuant to Sarbanes-Oxley Section 302 (filed herewith).
32.1		Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
31.2		Certification by Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).
32.1		Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
32.2		Certification by Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
EX-101.INS		Inline XBRL Instance Document
EX-101.SCH		Inline XBRL Taxonomy Extension Schema Document
EX-101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

ITEM 16. FORM 10-K SUMMARY.

None.

SIGNATURES

In accordance with 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, in the City of Los Angeles, State of California, on March 1020, ~~2023~~ 2024.

NEWHYDROGEN, INC. By: /s/ ~~David~~Steven ~~Lee~~Hill CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER) ~~AND ACTING CHIEF FINANCIAL OFFICER (ACTING PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)~~

~~Pursuant to~~In ~~the~~accordance ~~requirements~~with of the ~~Securities~~Exchange Act ~~of 1933~~, this ~~registration~~Report ~~statement~~ has been signed below by the following persons on behalf of the registrant and in the capacities and on the ~~date~~dates indicated:.

SIGNATURE	TITLE	DATE
/s/ DAVID LEE	~~CHIEF~~CHAIRMAN, ~~EXECUTIVE~~PRESIDENT ~~OFFICER~~AND	March 1020, ~~2023~~2024
DAVID LEE	~~(PRINCIPAL EXECUTIVE OFFICER),~~ ACTING CHIEF FINANCIAL OFFICER
	(PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER) AND CHAIRMAN OF THE BOARD
	(PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)
/s/ SPENCER HALL	DIRECTOR
/s/ STEVEN HILL	Chief Executive Officer and Director	March 20, 2024
SPENCER HALL		March 10, 2023
STEVEN HILL	(PRINCIPAL EXECUTIVE OFFICER)

INDEX TO FINANCIAL STATEMENTS

NEWHYDROGEN, INC.

FINANCIAL STATEMENTS

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm - M&K CPAS, PLLC (PCAOB ID: 2738)	F-2
Balance Sheets as of December 31, 2022 and December 31, 2021	F-3
Balance Sheets as of December 31, 2023 and December 31, 2022	F-3
Statements of Operations for the years ended December 31, 2022 and 2021	F-4
Statements of Operations for the years ended December 31, 2023 and 2022	F-4
Statement of Shareholders’ Deficit for the years ended December 31, 2022 and 2022	F-5
Statement of Shareholders’ Deficit for the years ended December 31, 2023 and 2022	F-5
Statements of Cash Flows for the years ended December 31, 2022 and 2022	F-6
Statements of Cash Flows for the years ended December 31, 2023 and 2022	F-6
Notes to Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of NewHydrogen, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of NewHydrogen, Inc. (the Company) as of December 31, ~~2022~~2023 and ~~2021~~2022, and the related statements of operations, shareholders’ deficit, and cash flows for the two-year period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB .

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

As discussed in Note 2 to the financial statements, the Company issues equity -based awards in accordance with ASC 718, Compensation. Auditing management’s calculation of the fair value of equity -based awards can be a significant judgment given the fact that the Company uses management estimates on various inputs to the calculation. Other less complex equity awards are based upon the closing market price.

To evaluate the appropriateness of the fair value determined by management, we examined and evaluated the inputs management used in calculating the fair value of the equity-based award. We also ensured that the Company properly used the correct closing market price for other equity-based awards.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2019

~~Houston~~The Woodlands, TX

March 10 20, ~~2023~~2024

Auditor ID: 2738

F-2

NEWHYDROGEN, INC.

BALANCE SHEETS

	December 31, 2022			December 31, 2021
	December 31, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash	$	43,~~834~~678,~~697~~441		$	64,~~645~~834,~~710~~697
Prepaid expenses		10,~~540~~311			1210,~~023~~540
TOTAL CURRENT ASSETS		43,~~845~~688,~~237~~752			64,~~657~~845,~~733~~237
PROPERTY AND EQUIPMENT
Machinery and equipment		37,225			37,225
Less accumulated depreciation		(3435,~~558~~642	)		(3334,~~366~~558	)
NET PROPERTY AND EQUIPMENT		21,~~667~~583			32,~~859~~667
OTHER ASSETS
Patents, net of amortization of $21,157 and $18,134, respectively		24,179			27,202
Patents, net of amortization of $24,179 and $21,157, respectively		21,157			24,179
Deposit		770			770
TOTAL OTHER ASSETS		2421,~~949~~927			2724,~~972~~949
TOTAL ASSETS	$	43,~~872~~712,~~853~~262		$	64,~~689~~872,~~564~~853
LIABILITIES AND SHAREHOLDERS’ DEFICIT
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	49		$	1,780
Accounts payable and other payable	$	9,810		$	49
TOTAL CURRENT LIABILITIES		499,810			~~1,780~~49
COMMITMENTS AND CONTINGENCIES (See Note 9)		-			-
Series C Convertible Preferred Stock, 34,853 and 34,853 shares outstanding, respectively, redeemable value of $3,485,313 and $3,485,313, respectively		3,485,313			3,485,313
SHAREHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 10,000,000 authorized shares		-			-
Common stock, $0.0001 par value; 3,000,000,000 authorized shares 705,126,846 and 715,496,051 shares issued and outstanding, respectively		70,513			71,549
Common stock, $0.0001 par value; 3,000,000,000 authorized shares 704,599,512 and 715,496,051 shares issued and outstanding, respectively		70,460			70,513
Preferred treasury stock, 0 and 1,000 shares outstanding, respectively		-			-
Additional paid in capital		176,279,264			174,272,031
Additional paid in capital		174,272,031			164,000,447
Accumulated deficit		(176,132,585	)		(172,955,053	)
Accumulated deficit		(172,955,053	)		(160,869,525	)
TOTAL SHAREHOLDERS’ EQUITY		217,139			1,387,491
TOTAL SHAREHOLDERS’ EQUITY		1,387,491			3,202,471
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,712,262		$	4,872,853
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,872,853		$	6,689,564

F-3

NEWHYDROGEN, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

	December 31, 2022			December 31, 2021
	December 31, 2023			December 31, 2022
	Years Ended
	For the Years Ended
	December 31, 2022			December 31, 2021
	December 31, 2023			December 31, 2022
REVENUE	$	-		$	-
OPERATING EXPENSES
General and administrative expenses		102,~~988~~972,~~885~~266			5110,~~229~~988,~~031~~885
Research and development		1202,~~095,483~~878			1,~~221~~095,~~134~~483
Depreciation and amortization		4,~~214~~106			4,~~365~~214
TOTAL OPERATING EXPENSES		123,~~088~~179,~~582~~250			5212,~~454~~088,~~530~~582
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)		(123,~~088~~179,~~582~~250	)		(5212,~~454~~088,~~530~~582	)
OTHER INCOME/(EXPENSES)
Interest income		31,~~054~~718			3,~~632~~054
Gain on settlement of debt and derivatives		-			93,180,986
TOTAL OTHER INCOME (EXPENSES)		1,718			3,054
Gain (Loss) on change in derivative liability		-			(29,966,084	)
NET INCOME (LOSS)	$	(3,177,532	)	$	(12,085,528	)
Interest expense		-			(574,524	)
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE	$	(0.00	)	$	(0.02	)
TOTAL OTHER INCOME (EXPENSES)		3,054			62,644,010
NET INCOME (LOSS)	$	(12,085,528	)	$	10,189,480
BASIC EARNINGS (LOSS) PER SHARE	$	(0.02	)	$	0.02
DILUTED EARNING (LOSS) PER SHARE	$	(0.02	)	$	0.01
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC		705,126,846			651,573,767
BASIC AND DILUTED		705,030,048			705,126,846
DILUTED		705,126,846			1,117,523,767

F-4

NEWHYDROGEN, INC.

STATEMENTS OF SHAREHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

	Shares		Amount		Mezzanine		Shares			Amount			Capital			Deficit			Total
	YEARS ENDED DECEMBER 31, 2022 AND 2021
	YEARS ENDED DECEMBER 31,2023 AND 2022
													Additional
	Preferred Stock						Common Stock						Paid-in			Accumulated
	Shares		Amount		Mezzanine		Shares			Amount			Capital			Deficit			Total
Balance at December 31, 2020		-		-	$	-		456,198,529		$	45,620		$	13,114,993			(165,075,501	)		(151,914,888	)
Balance at December 31, 2021		-		-	$	3,485,313		715,496,051		$	71,549		$	164,000,447			(160,869,525	)		3,202,471
Issuance of common shares for cash		-		-		-		208,333,334			20,833			8,763,867			-			8,784,700
Issuance of common shares for converted promissory notes and accrued interest		-		-		-		21,964,188			2196			203,779			-			205,975
Issuance of common shares for services		-		-		-		1,000,000			100			149,700			-			149,800
Issuance of preferred shares in exchange for fair value of convertible notes		-		-		-		-			-			85,555,201			-			85,555,201
Issuance of common shares for conversion of preferred stock		-		-		-		28,000,000			2,800			(2,800	)		-			-
Issuance of Series C Preferred stock		-		-		3,485,313		-			-			-			-			-
Stock compensation cost		-		-		-		-			-			50,232,202			-			50,232,202
Issuance of common stock warrants deemed dividends		-		-		-		-			-			5,983,504			(5,983,504	)		-
Rounding		-		-		-		-			-			1			-			1
Net Loss		-		-		-		-			-			-			10,189,480			10,189,480
Balance at December 31, 2021		-		-		3,485,313		715,496,051			71,549			164,000,447			(160,869,525	)		3,202,471
Issuance of common stock warrants for cash		-		-		-		-			-			1,000			-			1,000
Stock and warrant compensation cost		-		-		-		-			-			102,~~269~~379,~~548~~325			-			102,~~269~~379,~~548~~325
Common stock returned to the Company by Unregistered dealer		-		-		-		(10,369,205	)		(1,036	)		1,036			-			-
Net Loss		-		-		-		-			-			-			(28,010,062	)		(28,010,062	)
Net Loss		-		-		-		-			-			-			(12,085,528	)		(12,085,528	)
Balance at March 31, 2022		-		-		3,485,313		715,496,051			71,549			166,380,772			(188,879,587	)		(22,427,266	)
Balance at December 31, 2022		-	$	-	$	3,485,313		705,126,846		$	70,513		$	174,272,031		$	(172,955,053	)	$	1,387,491
Stock and warrant compensation cost		-		-		-		-			-			3,043,706			-			3,043,706
Net Income		-		-		-		-			-			-			21,748,340			21,748,340
Balance at June 30, 2022		-		-		3,485,313		715,496,051			71,549			169,424,478			(167,131,247	)		2,364,780
Common stock returned to the Company by unregistered dealers		-		-		-		(10,369,205	)		(1,036	)		1,036			-			-
Stock and warrant compensation cost		-		-		-		-			-			2,423,259			-			2,423,259
Net Loss		-		-		-		-			-			-			(2,824,625	)		(2,824,625	)
Balance at September 30, 2022		-		-		3,485,313		705,126,846			70,513			171,848,773			(169,955,872	)		1,963,414
Stock and warrant compensation cost		-		-		-		-			-			2,423,258			-			2,423,258
Net Loss		-		-		-		-			-			-			(2,999,181	)		(2,999,181	)
Balance at December 31, 2022		-		-		3,485,313		705,126,846			70,513			174,272,031			(172,955,053	)		1,387,491
Stock and warrant compensation cost		-		-		-		-			-			1,474,225			-			1,474,225
Net Loss		-		-		-		-			-			-			(1,631,500	)		(1,631,500	)
Balance at March 31, 2023		-		-		3,485,313		705,126,846			70,513			175,746,256			(174,586,553	)		1,230,216
Stock and warrant compensation cost		-		-		-		-			-			398,498			-			398,498
Net Loss		-		-		-		-			-			-			(661,618	)		(661,618	)
Balance at June 30, 2023		-		-		3,485,313		705,126,846			70,513			176,144,754			(175,248,171	)		967,096
Stock and warrant compensation cost		-		-		-		-			-			68,106			-			68,106
Net Loss		-		-		-		-			-			-			(440,643	)		(440,643	)
Balance at September 30, 2023		-		-		3,485,313		705,126,846			70,513			176,212,860			(175,688,814	)		594,559
Balance		-		-		3,485,313		705,126,846			70,513			176,212,860			(175,688,814	)		594,559
Common stock surrendered and cancelled		-		-		-		(527,334	)		(53	)		53			-			-
Stock and warrant compensation cost		-		-		-		-			-			66,351			-			66,351
Net Loss		-		-		-		-			-			-			(443,771	)		(443,771	)
Balance at December 31, 2023		-	$	-	$	3,485,313		704,599,512		$	70,460		$	176,279,264		$	(176,132,585	)	$	217,139
Balance		-	$	-	$	3,485,313		704,599,512		$	70,460		$	176,279,264		$	(176,132,585	)	$	217,139

F-5

NEWHYDROGEN, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

	December 31, 2022			December 31, 2021
	December 31, 2023			December 31, 2022
	Years Ended
	December 31, 2022			December 31, 2021
	December 31, 2023			December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(123,~~085~~177,~~528~~532	)	$	10(12,~~189~~085,~~480~~528	)
Adjustment to reconcile net income(loss) to net cash
Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities
(used in) provided by operating activities
Depreciation and amortization expense		4,106			4,215
Depreciation and amortization expense		4,215			4,366
Stock compensation expense		2,007,180			10,269,548
Common stock issued for services		-			149,800
Stock compensation expense		10,269,548			50,232,202
(Gain) Loss on net change in derivative liability		-			29,966,084
Amortization of debt discount recognized as interest expense		-			455,989
Gain on settlement of debt and derivative		-			(93,180,986	)
(Increase) Decrease in Changes in Assets
Prepaid expenses		~~1,483~~229			431,~~411~~483
Increase (Decrease) in Changes in Liabilities
Accounts payable		(19,~~731~~761	)		(1,~~780~~731	)
Accrued expenses		-			53,388
NET CASH USED IN OPERATING ACTIVITIES		(1,156,256	)		(1,812,013	)
NET CASH USED IN OPERATING ACTIVITIES		(1,812,013	)		(2,084,486	)
CASH FLOWS FROM INVESTING ACTIVITIES:		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds for the sale of common stock for cash, net		-			8,784,700
Common stock purchase warrants for cash		-			1,000
Principle payments on convertible debt		-			(310,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			1,000
Net proceeds from convertible promissory notes		-			192,000
NET INCREASE IN CASH		(1,156,256	)		(1,811,013	)
Common stock purchase warrants for cash		1,000			-
CASH, BEGINNING OF PERIOD		4,834,697			6,645,710
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,000			8,666,700
CASH, END OF PERIOD	$	3,678,441		$	4,834,697
NET INCREASE IN CASH		(1,811,013	)		6,582,214
CASH, BEGINNING OF YEAR		6,645,710			63,496
CASH, END OF YEAR	$	4,834,697		$	6,645,710
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	~~455,989~~-
Taxes paid	$	-		$	-
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
Common stock issued for convertible notes and accrued interest	$	-		$	205,975
Return of common shares	$	-		$	1,036
Fair value of initial derivative	$	-		$	180,004
Common stock surrendered and returned to authorized and unissued shares	$	53		$	-
Fair value of convertible notes exchanged for preferred stock	$	-		$	85,555,204
Issurance of common stock warrants deemed dividends	$	-		$	5,983,504
Return of common shares	$	1,036		$	-

F-6

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

1. Basis of Presentation

Organization

NewHydrogen, Inc. (the “Company”) was incorporated in the state of Nevada on April 24, 2006.  The Company, based in Santa Clarita, California, began operations on April 25, 2006 to develop and market Photovoltaic solar technology products.   

Line of Business

We are a developer of clean energy technologies. Our current focus is on developing ana ~~electrolyzer~~green ~~technology~~hydrogen toproduction ~~lower~~technology ~~the~~that ~~cost~~uses ~~of Green~~water ~~Hydrogen~~and ~~production.~~heat Werather ~~are~~than ~~developing~~electricity ~~technologies~~ to ~~significantly~~produce ~~reduce~~the orworld’s ~~replace~~cheapest ~~rare earth materials with inexpensive earth abundant materials in electrolyzers to help usher in a Green Hydrogen economy. We previously developed BioBacksheetR, a high performance~~ green ~~back sheet for Photovoltaic solar modules~~hydrogen.,

Going Concern Substantial Doubt Alleviated

As of the year ended December 31, ~~2022~~2023, the Company had a loss of $123,~~085~~177,~~528~~532, which consisted of a non-cash amount of $102,~~269~~007,~~548~~180 for a ~~net~~ net cash loss of $1,~~815~~170,~~980~~352. As of December 31, ~~2022~~2023, its accumulated deficit was $~~172~~176,~~955~~132,~~053~~585.

Management believes the Company’s present cash flows will enable it to meet its obligations for twenty-four months from the date of these financial statements. Management will continue to assess it operational needs and seek additional financing as needed to fund its operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The condensed unaudited financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Revenue Recognition

The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. The Company adopted Accounting Standards Codification (“ASC”) 606, whereby revenue will be recognized as performance obligations are satisfied and customers obtain control of goods or services. However, in the event of a loss on a sale is foreseen, the Company will recognize the loss as it is determined. To date, the Company has not had significant revenues and is in the development stage.

Cash and Cash Equivalent

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration Risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, ~~2022~~2023, the cash balance in excess of the FDIC limits was $43,~~584~~428,~~697~~442. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements, include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options. Actual results could differ from those estimates.

Property and Equipment

Property and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives:

SCHEDULE OF PROPERTY AND EQUIPMENT

Computer equipment			5 Years
Machinery and equipment			10 Years

Depreciation expense for the years ended December 31, 2022 and 2021 was $1,192 and $1,342, respectively.

F-7

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment

Property and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives:

SCHEDULE OF PROPERTY AND EQUIPMENT

Computer equipment		5 Years
Machinery and equipment		10 Years

Depreciation expense for the years ended December 31, 2023 and 2022 were $1,084 and $1,192, respectively.

Intangible Assets

The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives.

	Useful Lives	12/31/~~2022~~2023			12/31/~~2021~~2022
Patents		$	45,336		$	45,336
Less accumulated amortization	15 years		(2124,~~157~~179	)		(1821,~~134~~157	)
Intangible assets		$	2421,~~179~~157		$	2724,~~202~~179

Amortization expense for the years ended December 31, ~~2022~~2023 and ~~2021~~2022 was $3,022 and $3,022, respectively.

Stock-Based Compensation

The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted is re-measured each period.

On March 24, 2015, the Company granted 2,450,000 stock options and on September 2, 2015 granted 13,500,000 stock options to its employees and directors for services. On March 24, 2022, the 2,450,000 options expired and the September 2, 2015 options of 13,500,000 expired on September 2, 2022 leaving an outstanding balance of zero for these options.

On February 18, 2021, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $0.091. On September 29, 2021, the Company amended the exercise price to $0.028 per share. The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of grant or termination of employment. Half of the 400,000,000 options vested immediately upon grant, and the remaining half of the option to purchase 200,000,000 shares of the Company’s common stock shall become exercisable in equal amounts over a twenty-four (24) month period during the term of the optionee’s employment, with the first installment of 8,333,333 shares vesting on March 18, 2021. The 50,000,000 options are exercisable in equal amounts over a thirty-six (36) month period during the term of the optionee’s employment, with the first installment of 1,388,889 shares, vesting on March 18, 2021. On April 12, 2022, the Company cancelled the 450,000,000 stock options dated February 18, 2021, and concurrently granted 450,000,000 new options to its’ employees for services.

On March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000. The initial exercise date of the warrants is March 1, 2024, at an exercise price of $0.0255 per share, with a termination date of March 1, 2029.

On March 15, 2022, the Company granted 5,000,000 stock options to a consultant for advisory services, at an exercise price of $0.0223 per share, and were valued using the Black Scholes model. The options expire on the tenth anniversary of the grant date. The options vest at a rate of 138,889 options per month for a thirty-six (36) month period during the term of the optionee’s consultancy with the Company. During the year ended December 31, 2022, the Company recognized $111,500 stock compensation expense in the financial statements. As of December 31, 2022, the 5,000,000 stock options were outstanding.

On April 12, 2022, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $0.021. The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of grant or termination of employment. The vesting schedule of the 400,000,000 options are exercisable in the amount of 316,666,662 immediately, and the remaining 83,333,338 shares shall become exercisable in equal amounts over a ten (10) month period during the term of the optionee’s employment until the Option is 100% vested. The 50,000,000 options are exercisable in the amount of 19,444,446 immediately and the remaining 30,555,554 shares shall become exercisable in equal amounts over a twenty-two (22) month period during the term of the optionee’s employment until the Options is 100% vested. During the year ended December 31, 2022, the Company recognized $10,158,048 in stock compensation expense in the financial statements. As of December 31, 2022, the 450,000,000 stock options were outstanding.

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) years from the date of grant or upon termination of employment. As of December 31, 2022, the aggregate total of 455,000,000 stock options were outstanding.

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $1,095,483 and $1,221,134 for the years ended December 31, 2022 and 2021, respectively.

F-8

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

On March 15, 2022, the Company granted 5,000,000 stock options to a consultant for advisory services. The options vest at a rate of 138,889 options per month for a thirty-six (36) month period during the term of the optionee’s consultancy with the Company. As of December 31, 2023, the 5,000,000 stock options were outstanding.

On April 12, 2022, the Company granted an aggregate of 450,000,000 stock options to its employees for services, at an exercise price of $0.021. The options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of grant or termination of employment. The 400,000,000 options are exercisable in the amount of 316,666,662 are exercisable upon grant, and the remaining 83,333,338 shares are exercisable in equal amounts over a ten (10) month period during the term of the optionee’s employment until the Option is 100% vested. The 50,000,000 options are exercisable in the amount of 19,444,446 are exercisable upon grant and the remaining 30,555,554 shares are exercisable in equal amounts over a twenty-two (22) month period during the term of the optionee’s employment until the Options is 100% vested. On March 11, 2023, one of the employees separated from the Company and 50,000,000 options were cancelled as of June 11, 2023. As of December 31, 2023, the other 400,000,000 stock options remain outstanding.

On March 20, 2023, the Company granted 50,000,000 shares of stock options, to purchase the total number of shares of common stock equal to the number of option shares at the exercise price of $0.0137 per share. The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan. The 50,000,000 shares subject to the options, have a six-month cliff, whereby 8,333,333 shall become vested and exercisable on September 19, 2023 and the remaining 41,666,667 shall become exercisable in equal amounts over a thirty (30) month period during the term of the participant’s employment until the option is 100% vested. The unvested portion of the option will not be exercisable on or after the termination of continuous service. As of December 31, 2023, 50,000,000 stock options remain outstanding.

On May 9, 2023, the Company granted 5,000,000 shares of stock options to a consultant, with an exercise price of $0.0126, and an expiration date of May 31, 2033. The Options vest over a thirty-six (36) month period from June 1, 2023, with 833,360 options vesting on November 30, 2023, and 138,888 options vested at the end of each month from the end of the seventh month through May 31, 2026. As of December 31, 2023, 5,000,000 stock options remain outstanding.

On June 15, 2023, the Company granted 100,000,000 shares of stock options to two employees of the Company, with an exercise price of $0.0121, and an expiration date of June 15, 2030. The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan. The grant of the options was made in consideration of the services rendered and to be rendered by the employees to the Company. The 100,000,000 options vest and are exercisable in four (4) separate tranches based on performance as follows: (a) Tranche I -12,500,000 shares shall become vested and exercisable if the Company files an S-3 registration statement with the Securities and Exchange Commission (SEC) and it is declared effective by the SEC; (b) Tranche II – 12,500,000 shares shall become vested and exercisable if the Company’s shares are traded on a national securities exchange; (c) Tranche III – 12,500,000 shares shall become vested and exercisable if the average daily market value of the Company’s shares exceeds $100,000 per day over any 20 consecutive trade days; and (d) Tranche IV – 12,500,000 shares shall become vested and exercisable if the average daily market value of the Company’s shares exceed $200,000 per day over any 20 consecutive trade days. As of December 31, 2023, none of the performance milestones were met and the options remain unvested. Management believes the probability of satisfying vesting conditions in the above four tranches is less than ten (10) percent during next 12 months based on the current market cap of less than $5,000,000 and average trading stock volume of less than $5,000 per day. As of December 31, 2023, 100,000,000 shares remain outstanding.

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) year0s from the date of grant or upon termination of employment. As of December 31, 2023, the aggregate total of 560,000,000 stock options were outstanding.

F-9

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and development costs are expensed as incurred. Total research and development costs were $202,878 and $1,095,483 for the years ended December 31, 2023 and 2022, respectively.

Net Earnings (Loss) per Share Calculations

Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 4), plus the assumed conversion of convertible debt (Note 5).  

For the ~~year~~years ~~the~~ ended December 31, ~~2022~~2023, the Company has not included shares issuable from ~~455~~560,000,000 stock options and 228,958,334 warrants, because their impact on the income per share is antidilutive.

For the ~~year~~years ended December 31, ~~2021~~2022, the Company has not included shares issuable from ~~465~~455,~~950~~000,000 stock options and ~~223~~228,958,334 warrants, ~~because~~ because their impact on the income per share is ~~dilutive~~antidilutive.

SCHEDULE OF NET EARNINGS PER SHARE

	2022			2021
	2023			2022
	For the Years Ended
	December 31,
	2022			2021
	2023			2022
Income (Loss) to common shareholders (Numerator)	$	(123,~~085~~177,~~528~~532	)	$	10(12,~~189~~085,~~480~~528	)
Basic weighted average number of common shares outstanding (Denominator)		705,~~126~~030,~~846~~048			~~651~~705,~~573~~126,~~767~~846
Diluted weighted average number of common shares outstanding (Denominator)		705,~~126~~030,~~846~~048			1705,~~117~~126,~~523,767~~846

Fair Value of Financial Instruments

Fair Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, ~~2022~~2023, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

F-10

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	●	Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. As of December 31, ~~2022~~2023, there were no financial instruments to report.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Reclassification

Certain amounts in the 2021 financial statements have been reclassified to conform to the presentation used in the 2022 financial statements. There was no material impact on any of the Company’s previously issued financial statements.

F-9

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

3. CAPITAL STOCK

Preferred Stock December 31, 2023 and 2022

As of December 31, ~~2022~~2023, the Company had a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $3,485,313, and a stated face value of one hundred dollars ($100) per share which are convertible into shares of fully paid and non-assessable shares of common stock of the Company. The holder of the Series C preferred ~~stock~~stocks is entitled to receive dividends pari passu with the holders of common stock, except upon liquidation, dissolution and winding up of the Corporation. The ~~Series C Preferred stock has no voting rights The~~ holder has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $0.0014 and has no voting rights.

~~Preferred~~Common Stock December 31, ~~2021~~2023

OnDuring ~~January 14, 2021,~~ the ~~Board~~years ofended ~~Directors~~December ~~filed a certificate of designation establishing the rights~~31, ~~preferences~~2023, ~~privileges and other terms of 1,000 Series B Preferred Stock, par value $0.0001 per share, providing for supermajority voting rights to holders of Series B Preferred Stock. The shares of~~ the ~~Series B Preferred Stock were issued to David Lee, Chief Executive Officer, Chairman of the Board, President and acting Chief Financial Officer as consideration for his continued employment with the~~ Company. ~~The~~did ~~Series~~not Bissue ~~Preferred~~any ~~Stock by~~common ~~its terms were automatically redeemed by the Company~~stocks.

On ~~March~~September 2618, ~~2021~~2023, the ~~Company~~Corporation entered into aan ~~purchase~~ agreement with ancertain ~~investor~~shareholders ~~for~~who anagreed ~~exchange~~to ofsurrender ~~convertible~~for ~~debt~~cancellation, ~~into equity. The investor~~an ~~exchanged~~aggregate ~~convertible notes in the amount~~ of $2527,~~462,060,~~334 ~~plus~~shares ~~interest in the amount~~ of ~~$1,023,253~~common ~~for~~stock ~~an aggregate total~~ of ~~$3,485,313 in~~the ~~exchange~~Corporation ~~for 34,853 shares of~~ (the ~~Company’s~~“Surrendered ~~Series~~Shares”) Cwhich ~~Preferred~~they ~~Stock~~own. The ~~extinguishment~~Surrendered Shares ofwere ~~the~~cancelled ~~convertible debt~~ and ~~derivative was~~returned ~~recognized~~to in the ~~Company’s~~status ~~financial statement as a gain on settlement~~ of ~~convertible~~authorized ~~notes~~ and ~~derivative~~unissued ~~liability.~~shares Aof ~~valuation was~~common ~~prepared based on a~~ stock ~~price~~ of ~~$0.075,~~the ~~with~~Corporation ~~a volatility of 206.03%, based~~ on anOctober ~~estimated term of 5 years~~25, 2023.

SCHEDULE OF EXTINGUISHMENT OF DEBT

Per Valuation
Preferred shares issued		34,853
Stated value of debt and interest	$	3,485,313
Calculated fair value of preferred shares	$	85,555,201
Fair value of derivative liability removed	$	(178,736,187	)
Gain	$	93,180,986

The Company recognized a gain on settlement of $93,180,986 for the extinguishment of convertible debt, plus derivative liability for the year ended December 31, 2021.

On April 14, 2021, the Board of Directors of the Company authorized the issuance of 1,000 shares of Series D Preferred Stock, par value $0.0001 per share, to David Lee, Chief Executive Officer, Chairman of the Board, President and acting Chief Financial Officer. The Series D Preferred Stock total purchase price is $0.10 for 1,000 shares of Series D Preferred Stock. The Series D Preferred stock expired on May 29, 2021. As of December 31, 2022, there were no shares of Series D outstanding.

Common Stock December 31, 2022

During the year ended December 31, 2022, the Company issued 5,000,000 common stock purchase warrants for cash in the amount of $1,000.

During the year ended December 31, 2022, the Company had 10,369,205 shares of common stock returned due to the investor being an unregistered dealer.

Common Stock December 31, 2021

During the year ended December 31, 2021, the Company issued an aggregate of 52,000,000 shares of common stock and separate pre-funded warrants to purchase up to 31,333,334 shares of common stock, plus warrants to purchase up to 83,333,334 at an exercise price of $0.06 per share.

During the year ended December 31, 2021, the Company issued 65,000,000 shares of common stock and separate pre-funded warrants to purchase up to 60,000,000 shares of common stock, plus warrants to purchase up to 125,000,000 at an exercise price of $0.04 per shares.

During the year ended December 31, 2021, the Company issued 21,964,188 shares of common stock upon conversion of convertible promissory notes in the amount of $184,124, plus accrued interest of $20,851, and other fees of $1,000 at prices ranging from $0.0014 - $0.0641.

During the year ended December 31, 2021, the Company issued 1,000,000 shares of common stock for services at fair value.

During the year ended December 31, 2021, the Company issued 28,000,000 shares of common stock upon conversion of 392 shares of preferred stock.

F-10

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

4. STOCK OPTIONS AND WARRANTS

Stock Options

During the year ended December 31, 2023 and 2022, the Company granted stock options in the amount of 155,000,000, and 455,000,000., respectively. (See Note 2).

SCHEDULE OF STOCK OPTIONS

12/31/2022

12/31/2021

12/31/2023

12/31/2022

Number of Options

Weighted average exercise price

Number of Options

Weighted average exercise price

Outstanding as of the beginning of the periods

~~465~~455,~~950~~000,000

0.~~0350~~0210

15465,950,000

0.~~230~~0350

Granted

~~455~~155,000,000

0.~~0210~~0126

~~450~~455,000,000

0.~~028~~0210

Exercised

Expired/Cancelled

(~~465~~50,~~950~~000,000

)

0.~~0350~~021

(465,950,000

)

(0.0350

)

Outstanding as of the end of the periods

~~455~~560,000,000

0.~~0210~~0172

~~465~~455,~~950~~000,000

0.~~035~~0210

Exercisable as of the end of the periods

~~424~~416,~~547~~388,~~787~~889

0.~~0296~~0204

~~313~~424,~~172~~547,~~222~~787

0.~~039~~0296

~~The weighted average remaining contractual life of options outstanding as of December 31, 2022 was as follows:~~F-11

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

4.	STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of options outstanding as of December 31, 2023 and 2022 was as follows:

12/31/2022								12/31/2021
12/31/2023								12/31/2022
Exercisable Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)		Exercisable Price		Stock Options Outstanding		Stock Options Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0137		50,000,000		12,500,000		6.22	$	~~0.09~~-		~~2,450,000~~-		~~2,450,000~~-		~~0.98~~-
$	0.~~223~~0126		5,000,000		1972,~~328,767~~222		29.2142	$	~~0.26~~-		~~13,500,000~~-		~~13,500,000~~-		~~0.93~~-
$	0.~~021~~0121		~~450~~100,000,000		~~423,219,020~~-		6.2846	$	~~0.028~~-		~~450,000,000~~-		~~297,222,222~~-		~~6.50~~-
			455,000,000		424,547,787						465,950,000		313,172,222
$	0.0223		5,000,000		2,916,667		8.21	$	0.223		5,000,000		1,328767		9.21
$	0.0210		400,000,000		400,000,000		5.28	$	0.028		450,000,000		423,219,020		6.28
			560,000,000		416,388,889						455,000,000		424,547,787

The stock-based compensation expense recognized in the statement of operations during the ~~year~~years ended December 31, ~~2022~~2023 ~~related~~and to2022, ~~these~~were ~~options~~$2,007,180 ~~was~~and $10,269,548, respectively.

As of December 31, ~~2022~~2023, there was no intrinsic value with regards to the outstanding options.

Warrants

~~During~~As of December 31, 2023, the Company issued no common stock purchase warrants during the year ended December 31, 2023. During the year ended December 31, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $1,000.

~~During~~As ~~the~~of ~~years ended~~ December 31, ~~2022~~2023 and ~~2021~~2022, the outstanding warrants were as follows:

SCHEDULE OF WARRANTS ACTIVITY

	12/31/2022				12/31/2021
	12/31/2023				12/31/2022
	Number of Options		Weighted average exercise price		Number of Options		Weighted average exercise price
Outstanding as of the beginning of the periods		~~223~~228,958,334	$	0.~~0488~~0483		-223,958,334	$	-0.0488
Granted		-		-		~~223,958,334~~-	$	~~0.0488~~-
Purchased		~~5,000,000~~-	$	~~0.0255~~-		-5,000,000	$	-0.0255
Outstanding as of the end of the periods		228,958,334	$	0.0483		~~223~~228,958,334	$	0.~~0488~~0483
Exercisable as of the end of the periods		228,958,334	$	~~0.0483~~		~~223~~228,958,334	$	~~0.0488~~

F-1112

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

4.	STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual life of the warrants outstanding as of December 31, ~~2022~~2023 was as follows:

SCHEDULE OF WARRANTS OUTSTANDING

12/31/2022
12/31/2023
Exercisable Price		Stock Warrants Outstanding		Stock Warrants Exercisable		Weighted Average Remaining Contractual Life (years)
$	0.0255		5,000,000		5,000,000		43.21
$	0.04		125,000,000		125,000,000		32.27
$	0.05		9,375,000		9,375,000		32.26
$	0.06		83,333,334		83,333,334		32.5758
$	0.075		6,250,000		6,250,000		32.5758
			228,958,334		228,958,334

~~During~~There ~~the~~was ~~period,~~no ~~the Company recognized~~ warrant compensation atrecognized ~~fair~~as ~~value~~of inDecember ~~the amount $116~~31,~~102~~ 2023.

5. COMMITMENTS AND CONTINGENCIES

The Company rents office space on a yearly basis with a monthly rent payment in the amount of $550.

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operations.

On ~~March~~May 1530, ~~2022~~2023, the Company amended the agreement dated March 15, 2022 entered into with a consultant regarding an ~~advisor~~advisory agreement for services ~~regarding~~of various aspects of the Company’s business, including but not limited to technology, business development, and product development. The Company granted 5,000,000 common stock options, vesting at a rate of 138,889 options per month for thirty-six (36) months of consecutive service to the Company,. asIn ~~well~~lieu asof a fixed monthly cash compensation of $5,000, ~~per~~the ~~month~~Company will provide the Advisor with a cash compensation based on an hourly rate of $200 for the services ~~provided~~specifically requested by the Company. This amendment shall be effective on June 15, 2023, and will continue on a month-to-month basis until terminated at the earlier of March 15, 2025, or any time by either party with a 5-day written notice from on party to the other. All other items in the Advisory agreement dated March 15, 2022, remain effective subject to the termination claim above.

AsOn August 1, 2023, the Company entered into an agreement with the Regents of ~~December~~the 31University of California, ~~2022~~to perform research that would benefit both the University and the Sponsor (NewHydrogen, ~~there~~Inc.) ~~were~~and nois ~~legal~~consistent ~~proceedings~~with ~~against~~the research and educational objectives of the University. ~~Company~~The cost to Sponsor for the University’s performance shall not exceed $716,326. This agreement shall be performed on a cost-reimbursement basis. When expenditures reach the above amount, the Sponsor will not be required to fund, and the University will not be required to perform additional work hereunder unless by mutual agreement of both parties. During the year ended December 31, 2023, the University was paid $177,878.

As of December 31, 2023, there were no legal proceedings against the Company.

F-13

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

6. INCOME TAXES

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018.

The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before ~~2019~~2020.

Included in the balance at December 31, ~~2022~~2023, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the year ended December 31, ~~2022~~2023, the Company did not recognize interest and penalties.

As of December 31, ~~2022~~2023, the Company had net operating loss carry forwards of approximately $1314,~~521~~658,~~000~~507 that may be offset against future taxable income. No tax benefit has been reported in the December 31, ~~2022~~2023 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate to pretax income from continuing operations for the years ended December 31, ~~2022~~2023 and ~~2021~~2022 due to the following:

	2022			2021
	2023			2022
Book Income (Loss)		(2667,~~537,960~~643	)		8(2,~~708~~537,~~325~~960	)
Non-deductible expenses		2421,~~156,530~~328			(92,~~153~~156,~~124~~530	)
Valuation Allowance		~~381~~246,~~430~~315			~~444~~381,~~799~~430
Income tax expense	$	-		$	-

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

~~F-12~~Net deferred tax assets consist of the following components as of December 31, 2023 and 2022:

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

6. INCOME TAXES

Net deferred tax assets consist of the following components as of December 31, 2022 and 2021:

SCHEDULE OF NET DEFERRED TAX ASSETS

	2022			2021
	2023			2022
Deferred tax assets:
NOL carryover		(23,~~839~~078,~~510~~286	)		(2,~~501~~839,~~390~~510	)
R & D credit		~~620~~658,~~005~~083			~~407~~620,~~660~~005
Depreciation		10,~~735~~734			10,735
Deferred tax liabilities:					-
Less Valuation Allowance		2,~~208~~409,~~770~~469			2,~~082~~208,~~995~~770
Net deferred tax asset	$	-		$	-

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

7. SUBSEQUENT EVENT

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has no subsequent events to report.

F-1314

Filing Compare · NewHydrogen, Inc.